As filed with the Securities and Exchange Commission on
December 23, 1994.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SAFECARD SERVICES, INCORPORATED
------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 13-2650534
- ------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3001 E. Pershing Boulevard
Cheyenne, Wyoming 82001
----------------------------------------
(Address of Principal Executive Offices)
401(K) AND PROFIT SHARING PLAN OF
SAFECARD SERVICES, INCORPORATED
---------------------------------
(Full title of Plans)
Marc F. Joseph
Senior Vice President-Law
7596 Centurion Parkway
Jacksonville, Florida 32256
(904) 928 1800
------------------------------------------------------
(Name, address, telephone number of agent for service)
Total number of pages: 23
CALCULATION OF REGISTRATION FEE
Proposed
Amount Maximum Amount of
Title of Shares to be Aggregate Price Registration
to be Registered Registered Per Unit Fees
- ---------------- ---------- --------------- ------------
Common Stock 100,000 $16.94 $584
(1) Estimated solely for the purpose of determining the
registration fee. The common stock of SafeCard Services,
Incorporated (the "Company"), par value $.01 per share (the
"Common Stock"), is listed on the New York Stock Exchange ("NYSE").
$16.94 represents the average of high and low prices of the
Registrant's Common Stock as quoted on NYSE on December 20, 1994,
which date is within 5 business days prior to the date of the
filing of this Registration Statement.
(2) This amount is calculated based on an aggregate of 100,000
of shares of Common Stock being registered hereunder for issuance
pursuant to 401(k) and Profit Sharing Plan of SafeCard Services,
Incorporated (the "Plan"). This Registration Statement also
includes such indeterminate number of additional shares of Common
Stock of the Registrant as may be issuable as a result of stock
splits, stock dividends or similar transactions, as described
in the Plan. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended (the "Securities Act"), this
Registration Statement also covers an indeterminate amount of
interests in the Plan to be offered or sold pursuant to the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2. Plan Information; Registrant Information
and Employee Plan Annual Information
The document(s) containing the information specified in the
instructions to Part I of Form S-8 will be sent or given to
participants in the Plan as specified by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference into this
Registration Statement the following documents filed by the Company
with the Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1993;
(b) The Company's Forms 8-K, dated December 6, 1993,
January 14, 1994, April 18, 1994, July 13, 1994, July 25, 1994,
September 14, 1994, and December 8, 1994.
(c) The Company's quarterly report on Form 10-Q for
its fiscal quarter ended January 31, 1994;
(d) The Company's quarterly report on Form 10-Q for
its fiscal quarter ended April 30, 1994;
(e) The Company's Quarterly report on Form 10-Q for
its fiscal quarter ended July 31, 1994;
(f) The Company's Proxy Statement dated February 4,
1994.
All documents subsequently filed by the Company with the
Commission 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 have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the
respective dates of the 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 in any other
subsequently filed document which also is incorporated or is deemed
to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
With respect to the unaudited consolidated financial
information of SafeCard Services, Incorporated for the fiscal
quarters ended January 31, 1994, April 30, 1994 and July 31, 1994,
incorporated by reference in this registration statement, Price
Waterhouse LLP reported that they have applied limited procedures
in accordance with professional standards for a review of such
information. However, their separate reports dated February 25,
1994, June 13, 1994 and August 18, 1994 incorporated by reference
herein, state that they did not audit and they do not express an
opinion on that unaudited consolidated financial information.
Price Waterhouse LLP has not carried out any significant or
additional audit tests beyond those which would have been necessary
if their reports had not been included. Accordingly, the degree of
reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied.
Price Waterhouse LLP is not subject to the liability provisions of
Section 11 of the Securities Act of 1933 for their reports on the
unaudited consolidated financial information because those reports
are not a "report" or a "part" of the registration statement
prepared or certified by Price Waterhouse LLP within the meaning of
sections 7 and 11 of the Act.
Item 4. Description of Securities
General
The Company's Certificate of Incorporation authorizes the
issuance of 35,000,000 shares of Common Stock, par value $.01 per
share. The Common Stock is listed and traded on the New York Stock
Exchange under the symbol SSI.
Certain characteristics of the Common Stock are described
below.
The Company may pay dividends on the Common Stock when, as
and if declared by its Board of Directors out of funds legally
available therefor, subject to certain restrictions. The holders
of Common Stock will be entitled to receive and share equally in
such dividends as may be declared by the Board of Directors.
The Company's Board of Directors declared a cash dividend of
$.05 per share payable on December 29, 1994 to stockholders of
record on December 21, 1994. The Board has adopted a policy of
declaring cash dividends of $.05 per share on a quarterly basis.
This policy is subject to change at the discretion of the Board of
Directors.
Shares of Common Stock are non-assessable upon payment
therefor. In the event of a liquidation, dissolution or winding up
of the Company, each holder of Common Stock would be entitled to
receive, after payment of all debts and liabilities of the Company,
a pro-rata portion of all assets of the Company available for
distribution to holders of Common Stock.
Holders of Common Stock do not have any preemptive rights.
Voting and Election of Directors
Each holder of Common Stock is entitled to one vote for each
share held on all matters voted upon by stockholders. The
Company's Certificate of Incorporation does not give stockholders
the right to vote for directors cumulatively. The Company's
directors are divided into three classes serving three year terms,
with each class as equal in number as possible and only one class
elected each year.
Certain Change in Control Provisions
The Certificate of Incorporation and Bylaws of the Company
contain certain provisions which may have the effect of delaying,
deferring or preventing a change in control of the Company in the
absence of the approval of the Company's Board of Directors or
otherwise. These provisions include the following: the Company's
Board of Directors shall be classified into three classes of
approximately equal number having staggered terms of three years
each. Special meetings of stockholders may be called only by the
Chairman of the Board or upon the written request of a majority of
the Board of Directors. Such request shall state the purposes of
the proposed meeting. Business transacted at the special meeting
shall be limited to the purposes stated in the request.
Stockholder proposals and nominations for the election of directors
at any meeting of stockholders must be submitted in writing to the
Secretary of the Company in accordance with prescribed procedures
and must be received within certain prescribed time periods. For
example, notice of a stockholder proposal to be brought before the
annual meeting must be delivered to, or mailed and received at, the
Company's principal executive offices not less than sixty days nor
more than ninety days prior to the scheduled annual meeting. Such
notice to the Secretary shall contain (i) a brief description of
the proposal desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting,
(ii) the name and address of the stockholders proposing such
business and any other stockholders known by such stockholder to be
supporting such proposal, (iii) the class and number of shares of
the Common Stock beneficially owned by the stockholder on the date
of such stockholder notice and by any other stockholders known by
such stockholder to be supporting such proposal on the date of such
stockholder notice, and (iv) any financial interest of the
stockholder in such proposal.
In addition, the Company's Bylaws provide that they may only
be amended or repealed by the affirmative vote of the holders of
two-thirds of the stock issued and outstanding and entitled to vote
or by the affirmative vote of a majority of the Board of Directors.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is
American Stock Transfer & Trust Company of New York.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law
generally provides the Company broad powers to indemnify its
directors, officers, employees and agents.
Section 145(a) provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of a corporation) by reason of
the fact that such person is or was a director, officer, employee
or agent of the corporation against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or
proceeding if such person acted in good faith and in a manner that
he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, if he or she had no reasonable cause to
believe his or her conduct was unlawful.
Section 145(b) provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in
connection with the defense or settlement of such action or suit if
such person acted in good faith and in a manner that he or she
reasonably believed to be in or not opposed to the best interests
of the corporation and except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court deems
proper.
Section 145(c) provides that, to the extent that a director,
officer, employee or agent of the Corporation has been successful
on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections (a) and (b) of Section 145,
or in defense of any claim, issue or matter therein, he or she
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection
therewith.
Section 145(d) provides that any indemnification under
Subsections 145(a) and (b) (unless ordered by a court) shall be
made by the corporation only as authorized in the specific case
upon a determination that indemnification is proper in the
circumstances because the indemnitee has met the applicable
standard of conduct set forth in subsections (a) and (b) of Section
145. Such determination shall be made (1) by the board of
directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (ii) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in
a written opinion, or (iii) by the stockholders.
Section 145(e) provides that expenses (including attorneys'
fees) incurred by a director or officer in defending any civil,
criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he or she is
not entitled to be indemnified by the corporation as authorized in
Section 145.
Section 145(f) provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, the
other subsections of Section 145 shall not be deemed exclusive of
any other rights to which any director or officer seeking
indemnification or advancement of expenses may be entitled under
any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding office.
Section 145(j) provides that the indemnification and
advancement of expenses provided by, or granted pursuant to,
Section 145 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors
and administrators of such person.
Article EIGHTH of the Company's Certificate of Incorporation
provides that the Company shall to the full extent permitted by
Section 145 of the Delaware General Corporation Law, indemnify all
persons whom it may indemnify pursuant thereto.
Article TWELFTH of the Company's Certificate of
Incorporation, consistent with Section 102(b)(7) of the Delaware
General Corporation Law, provides that a director of the Company
shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) for any improper payment of
dividends or any unlawful stock purchase or redemption as provided
under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper
personal benefit. Article TWELFTH further provides that no
amendment or repeal of such article or adoption of any provision of
the Certificate of Incorporation inconsistent with Article TWELFTH
shall prejudice the exculpatory effect of Article TWELFTH with
respect to any act or omission occurring prior to the effective
date of such amendment, repeal or inconsistent provision.
Section 10 of Article V of the Company's By-Laws provides
that each person who is or was a director or officer of the Company
or any of its subsidiaries and each person who serves or may have
served at the request of the Company as a director or officer of
another corporation, partnership, joint venture, trust or other
enterprise (and the heirs, executors, administrators and estates of
any such persons), shall be indemnified by the Company in
accordance with and to the fullest extent authorized by, the
provisions of Delaware General Corporation Law as it may from time
to time be amended. Each person who is or was an employee or agent
of the Company, and each person who serves or may have served as an
employee or agent of another corporation, partnership, joint
venture trust or other enterprise, may be similarly indemnified at
the discretion of the Board of Directors.
In addition to indemnification provided by statutes, the
Company's Certificate of Incorporation and Bylaws, the Company has
written indemnity agreements with its directors and with certain of
its officers. In general, the written indemnity agreements provide
broad protection to the indemnitee, including, among other things,
(i) mandatory advancement of litigation expenses (including
attorneys' fees), subject to an undertaking by the indemnitee to
repay such advances if it is later determined that he or she is not
entitled to indemnification; (ii) contribution toward the amount
incurred by the indemnitee under certain circumstances where
complete indemnification may otherwise be unavailable; (iii)
continuation of the maximum directors' and officers' liability
insurance available to the Company; and (iv) payment of expenses
incurred by the indemnitee in actions brought by the indemnitee
under certain circumstances. The indemnity agreements provide
additional benefits in the event of a change in control of the
Company. The indemnity agreements also provide that no action may
be brought by or on behalf of the Company against the indemnitee
after the expiration of two years from the date of the accrual of
such action.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
This Form S-8 Registration Statement includes the
following exhibits:
Exhibit Number
15 Letter Regarding unaudited financial information.
23(a) Consent of Price Waterhouse LLP, Independent
Accountants.
24 Powers of Attorney
(b) The undersigned hereby undertakes to submit the 401(k) Plan
and any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner and has made or will make all changes required
by the IRS in order to qualify the plan under section 401 of the
Internal Revenue Code of 1986, as amended to date.
Item 9. Undertakings
(1) The undersigned registrant hereby undertakes:
(a) To file during any period in which offers or sales
of the securities registered hereunder 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, as amended (the
"Securities Act");
(ii) 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 thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement;
(iii) 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)(i) and (a)(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 by the Company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that are incorporated by reference in this
Registration Statement.
(b) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
(2) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Exchange Act, (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in 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 be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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
Jacksonville, State of Florida, as of the 23rd day of December,
1994.
SAFECARD SERVICES INCORPORATED
By: *
--------------------------
Paul G. Kahn
Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
* Director December 23, 1994
- -----------------------
William T. Bacon, Jr.
* Director December 23, 1994
- ------------------------
Marshall L. Burman
* Director December 23, 1994
- -------------------------
Robert L. Dilenschneider
* Director, Chairman December 23, 1994
- -------------------------- and Chief Executive
Paul G. Kahn Officer
Director December 23, 1994
- ---------------------------
Eugene Miller
* Director December 23, 1994
- ---------------------------
Thomas F. Petway, III
G. THOMAS FRANKLAND Chief Financial December 23, 1994
- --------------------------- Officer (also
G. Thomas Frankland principal accounting
officer)
G. THOMAS FRANKLAND December 23, 1994
- ---------------------------
G. Thomas Frankland
*Attorney in Fact
By signing his name hereto, G. Thomas Frankland, does sign
this document on behalf of each of the persons indicated by an
asterisk above, pursuant to Powers of Attorney duly executed by
such persons and filed with the Securities and Exchange Commission
herewith.
Pursuant to the requirements of the Securities Act, the
trustees (or other persons who administer the employee benefit
plans) have duly caused this Registration Statement to be signed on
their behalf by the undersigned, thereunto duly authorized, in the
City of Jacksonville, State of Florida as of the 22 day of
December, 1994.
SAFECARD SERVICES, INCORPORATED,
as Plan Administrator
By: JOHN CAMPBELL
----------------------
John Campbell
Vice President- Compensation &
Benefits
INDEX TO EXHIBITS
PAGINATION BY
EXHIBIT EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION NUMBERING SYSTEM
- -------- ----------- ----------------
15 Letter regarding unaudited financial 14
information.
23(a) Consent of Price Waterhouse LLP, 16
Independent Accountants.
24 Powers of Attorney. 18
EXHIBIT 15
December 21, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We are aware that SafeCard Services, Incorporated has included our
reports dated February 25, 1994, June 13, 1994 and August 18, 1994
(issued pursuant to the provisions of Statement on Auditing
Standards No. 71) in the Prospectus constituting part of its
Registration Statements on Form S-8 to be filed on or about
December 23, 1994. We are also aware of our responsibilities under
the Securities Act of 1933.
Yours very truly,
PRICE WATERHOUSE, LLP
EXHIBIT 23A
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on Form
S-8 of our report dated December 10, 1993, which appears on page 41
of the 1993 Annual Report to Shareholders of SafeCard Services,
Incorporated, which is incorporated by reference in SafeCard
Services, Incorporated's Annual Report on Form 10-K for the year
ended October 31, 1993. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which
appears on page 19 of such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Denver, Colorado
December 21, 1994
EXHIBIT 24
SPECIAL POWER OF ATTORNEY
-------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
or Officer of SafeCard Services, Incorporated (the "Company")
hereby constitutes and appoints, G. Thomas Frankland and Francis J.
Marino and each or any of them, his true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, to sign that certain Form
S-8 Registration Statement and any and all amendments (including
post-effective amendments) thereto relating to the registration of
the 401(k) and Profit Sharing Plan of the Company and shares of the
Company's Common Stock to be issued thereunder and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their
substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
9th day of December, 1994.
PAUL G. KAHN
----------------------
Paul G. Kahn
(SEAL)
SPECIAL POWER OF ATTORNEY
-------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
or Officer of SafeCard Services, Incorporated (the "Company")
hereby constitutes and appoints, G. Thomas Frankland and Francis J.
Marino and each or any of them, his true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, to sign that certain Form
S-8 Registration Statement and any and all amendments (including
post-effective amendments) thereto relating to the registration of
the 401(k) and Profit Sharing Plan of the Company and shares of the
Company's Common Stock to be issued thereunder and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their
substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
9th day of December, 1994.
THOMAS F. PETWAY, III
----------------------
Thomas F. Petway, III
(SEAL)
SPECIAL POWER OF ATTORNEY
-------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
or Officer of SafeCard Services, Incorporated (the "Company")
hereby constitutes and appoints, G. Thomas Frankland and Francis J.
Marino and each or any of them, his true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, to sign that certain Form
S-8 Registration Statement and any and all amendments (including
post-effective amendments) thereto relating to the registration of
the 401(k) and Profit Sharing Plan of the Company and shares of the
Company's Common Stock to be issued thereunder and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their
substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
9th day of December, 1994.
MARSHALL L. BURMAN
----------------------
Marshall L. Burman
(SEAL)
SPECIAL POWER OF ATTORNEY
-------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
or Officer of SafeCard Services, Incorporated (the "Company")
hereby constitutes and appoints, G. Thomas Frankland and Francis J.
Marino and each or any of them, his true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, to sign that certain Form
S-8 Registration Statement and any and all amendments (including
post-effective amendments) thereto relating to the registration of
the 401(k) and Profit Sharing Plan of the Company and shares of the
Company's Common Stock to be issued thereunder and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their
substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
9th day of December, 1994.
WILLIAM T. BACON, JR.
----------------------
William T. Bacon, Jr.
(SEAL)
SPECIAL POWER OF ATTORNEY
-------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director
or Officer of SafeCard Services, Incorporated (the "Company")
hereby constitutes and appoints, G. Thomas Frankland and Francis J.
Marino and each or any of them, his true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, to sign that certain Form
S-8 Registration Statement and any and all amendments (including
post-effective amendments) thereto relating to the registration of
the 401(k) and Profit Sharing Plan of the Company and shares of the
Company's Common Stock to be issued thereunder and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their
substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
9th day of December, 1994.
ROBERT L. DILENSCHNEIDER
------------------------
Robert L. Dilenschneider
(SEAL)
