<PAGE>
As filed with the Securities and Exchange Commission on February 18,
1999
Registration No. 333-69945
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
ENVIROGEN, INC.
(Exact Name of Registrant as Specified in Its Charter)
_______________
DELAWARE 22-2899415
(State of Incorporation) (I.R.S. Employer Identification Number)
ROBERT S. HILLAS, PRESIDENT
4100 QUAKERBRIDGE ROAD ENVIROGEN, INC.
LAWRENCEVILLE, NEW JERSEY 08648 4100 QUAKERBRIDGE ROAD
(609) 936-9300 LAWRENCEVILLE, NEW JERSEY 08648
(609) 936-9300
(Address, Including Zip Code, and
Telephone Number, Including Area (Name, Address, Including Zip Code,
of Registrant's Principal Executive and Telephone Number, Including Area
Offices) Code, Code, of Agent for Service)
_______________________
COPY TO:
John E. Stoddard III, Esq.
Drinker Biddle & Reath LLP
105 College Road East
Princeton, NJ 08542-0627
(609) 716-6504
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined by
market conditions and other factors.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[_]
_______________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
================================================================================
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
================================================================================
SUBJECT TO COMPLETION, DATED FEBRUARY 18, 1999
PROSPECTUS ENVIROGEN, INC.
83,334 SHARES 4100 Quakerbridge Road
COMMON STOCK Lawrenceville, N.J. 08648
($.01 Par Value) (609) 936-9300
www.envirogen.com
Robert S. Hillas, currently the Chairman, President and Chief Executive
Officer and a director of Envirogen, Inc., is offering and selling 83,334 shares
of Envirogen common stock under this prospectus. Mr. Hillas may offer his
Envirogen common stock through public or private transactions, on or off the
United States exchanges, at prevailing market prices or at privately negotiated
prices. Envirogen will not receive any of the proceeds from the sale of the
shares offered hereby, but will pay for all expenses of this offering, other
than commissions or discounts of broker-dealers.
Envirogen's common stock is currently traded on the Nasdaq SmallCap Market
under the symbol "ENVG." The closing price of Envirogen's common stock on the
Nasdaq SmallCap Market on February 16, 1999 was $1 5/16 per share.
--------------------------------------------
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING
ON PAGE 2 OF THIS PROSPECTUS.
--------------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------------------------------
The date of this prospectus is February __, 1999.
<PAGE>
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS AND OTHER INFORMATION
IN THIS PROSPECTUS BEFORE DECIDING TO INVEST IN THE SHARES OF ENVIROGEN COMMON
STOCK. SOME OF THE STATEMENTS CONTAINED IN THIS PROSPECTUS AND IN THE DOCUMENTS
INCORPORATED BY REFERENCE IN THIS PROSPECTUS ARE FORWARD-LOOKING. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE SUGGESTED BY THE FORWARD-LOOKING
STATEMENTS FOR VARIOUS REASONS, INCLUDING THOSE DISCUSSED IN THE FOLLOWING RISK
FACTORS.
History of Operating Losses and Accumulated Deficit. Envirogen has never
made a profit on an annual basis, has only recently begun to receive revenues
from the use or sale of its systems that biologically degrade hazardous waste
and had an accumulated deficit of $48,802,801 at September 30, 1998. Envirogen
expects to spend additional funds for the continued development of its
degradation systems and the commercialization of its technologies. Envirogen
cannot guaranty that it will generate sufficient revenues to achieve
profitability.
Changes Under PECFA Program May Reduce Envirogen's Revenue. The State of
Wisconsin, which reimburses certain environmental cleanup costs of Envirogen's
customers under the Wisconsin Petroleum Environmental Cleanup Fund Act
("PECFA"), may in the future adopt additional regulatory rules, or eliminate the
PECFA program in its entirety, resulting in reductions in Envirogen's expected
revenue, net income and cash flow. In April 1998, Wisconsin adopted PECFA
emergency rules that reduced the amount of funds available for reimbursement
under the PECFA program and dramatically reduced the expected revenue, net
income and cash flow for Envirogen.
Envirogen May Need Additional Financing. Envirogen may require additional
funds to develop and commercialize certain of its technologies. Envirogen has
funded its operations to date primarily through revenues from commercial
services, sales of biodegration systems, public offerings and private placements
of equity securities, research and development agreements with major industrial
companies and research grants from government agencies. However, Envirogen may
not be successful in raising additional funds to meet its capital requirements
or, if successful, the terms of such funding may not be advantageous to
Envirogen.
Reliance on Environmental Regulation. Envirogen's business is substantially
dependent upon federal, state and local laws and regulations that require
companies to make expenditures to meet minimum environmental quality standards
and impose significant penalties for noncompliance. Envirogen's business could
be materially adversely affected by the easing of the scope or enforcement of
such laws and regulations.
Envirogen Faces Intense Competition. Envirogen currently encounters intense
competition from other environmental treatment companies, as well as from
engineering and waste management service companies, universities, research
institutions and others. Such competition may increase as advances in the
treatment and remediation of wastes are made. Many of Envirogen's competitors
have substantially greater financial and marketing resources and capabilities
than Envirogen. In addition, some competitors, particularly waste management
service companies, may be able to offer a more complete solution to a client's
environmental problems than Envirogen will be able to offer.
-2-
<PAGE>
Envirogen's processes or systems may become less competitive or obsolete as a
result of the independent development by others of technologies similar or
superior to those of Envirogen.
Uncertainty Regarding Protection of Envirogen's Technology Rights.
Envirogen relies primarily on confidentiality agreements and the expertise of
its scientists and consultants to maintain the confidentiality of its
technology. Under certain circumstances, Envirogen may also seek patent
protection for unique microorganisms (including genetically-modified forms) or
for novel processes which it develops that degrade hazardous wastes. However,
Envirogen does not believe that patents are critical to the successful
development of marketable systems. In general, due to the newness and
complexity of the science involved in biotechnology, the application of the
patent laws to this field is presently unclear. Envirogen cannot guaranty that
its pending patent applications will be granted or, if granted, that their
claims will be sustained if challenged. Certain competitors of Envirogen have
been issued patents or have filed applications for patents or have proprietary
rights to microorganisms, systems or processes competitive with those of
Envirogen. If patents or proprietary technology rights are obtained by
competitors, Envirogen may not be permitted to use certain of its
microorganisms, systems or processes which could materially adversely affect
Envirogen's financial condition and results of operations.
Certain Agreements May Restrict Envirogen's Use of Technology. Envirogen's
research and development agreements to date have not placed significant
restrictions on Envirogen's use of the technology developed under such
agreements. In certain cases, the agreements provide for (1) a sharing of
rights to the technology which is jointly developed by Envirogen and the other
party to the agreement, and/or (2) the payment by Envirogen of limited royalties
on the use of technology developed solely by the other party or developed
jointly, and/or (3) the grant to the other party of a non-exclusive license to
utilize technology developed by Envirogen under the agreement for its own
facilities but not for other purposes, such as commercialization through third
parties. In those cases where the other party is granted a license to use
portions of the technology developed under the agreement, Envirogen may lose
that party as a potential commercial customer or the scope of services Envirogen
might otherwise render to such customer may be limited. Envirogen cannot
predict the extent to which future agreements may impose restrictions on
Envirogen's ability to utilize any technology developed under a particular
agreement or require Envirogen to pay royalties on the use of such
technology.
Envirogen May Not Be Able to License Other's Technology. Envirogen may
seek licenses to other parties' technology in order to develop, manufacture and
market certain technologies in the future. However, Envirogen may not be able
to obtain necessary licenses or such licenses may not be available on
commercially acceptable terms. Even if such licenses are available, the patents
or proprietary rights underlying the licenses may prove to be invalid or
unenforceable.
No Assurance of Additional Funding from Corporate and Governmental
Relationships. Envirogen has relied and will continue to rely on contracts with
corporate and governmental sponsors to fund a significant portion of its
research and development activities. During 1998, Envirogen recorded
approximately $2,572,000 of revenue from corporate and governmental sponsored
research and development agreements and grants. Envirogen cannot guaranty that
additional funding from new research and development agreements and grants will
be available at levels or on terms that it deems satisfactory. The elimination
or significant reduction in additional
-3-
<PAGE>
funding from new research and development agreements and grants could narrow the
scope of Envirogen's long-term research and development efforts.
Possible Nasdaq Delisting. Under current Nasdaq rules, if the price of
Envirogen common stock falls below $1.00 per share for 30 consecutive trading
days, shares of Envirogen common stock will be subject to possible delisting by
Nasdaq. The likely effects of Nasdaq delisting would include the following:
. The common stock would be quoted in the "pink sheets" maintained by
the National Quotation Bureau, Inc.
. The spread between the bid and the ask price of the common stock would
be greater than at present.
. Stockholders may experience a greater degree of difficulty in engaging
in trades of shares of the common stock.
. Envirogen would incur additional costs in connection with any Nasdaq
relisting application and would be required to satisfy initial listing
requirements that are more stringent than the continued listing
requirements that Envirogen must currently satisfy.
. Broker-dealers would be required to make additional disclosures in
connection with effecting transactions in Envirogen common stock,
which could severely limit the market liquidity of the common stock
and the ability of investors to trade shares of the common stock.
From November 24, 1998, which is the date Envirogen effected a one-for-six
reverse split of its common stock to raise the per share price of its common
stock to at least $1.00, through the date of this prospectus, the closing price
per share of Envirogen common stock has been between $1.00 and $2.25. Envirogen
cannot guaranty that the price of its common stock will remain above $1.00 per
share, that if it falls below $1.00 Envirogen's stockholders will again approve
a reverse split of common stock to increase the per share price, or that
Envirogen will be able to satisfy the other Nasdaq continued listing
requirements.
Envirogen Is Subject to Costly and Time Consuming Regulatory Requirements.
Various federal, state and local agencies generally regulate the technologies
under development by Envirogen. Such regulation applies to all stages of field
testing and to the manufacture and use of certain of Envirogen's technologies.
Prior to the manufacture and use of certain of its technologies, Envirogen will
be required to conduct extensive toxicology and environmental testing to
demonstrate its safety. This regulatory process could be costly and time
consuming and could delay or prevent research, development, production or
marketing of such technologies. If it fails to comply with this regulatory
process, Envirogen could face material fines or penalties or injunctive relief
which could materially adversely affect its business. Furthermore, special
interest groups may object to the release of Envirogen's microorganisms into the
environment and deter governmental agencies from granting the requisite
approvals on a timely basis or at all, or otherwise adversely affect Envirogen's
ability to field test and market its products.
-4-
<PAGE>
Control by Officers and Directors and Their Affiliates. At December 31,
1998, Envirogen's executive officers and directors and their affiliates owned
approximately 48% of the outstanding shares of Envirogen's common stock and,
accordingly, may have the ability to control Envirogen and all issues submitted
to Envirogen's stockholders.
Limited Manufacturing and Marketing Capability. Envirogen has had limited
experience in manufacturing and marketing its degradation systems. Envirogen
intends to continue to rely upon experienced independent contractors to
manufacture degradation systems to its specifications. However, Envirogen is
building a technical sales force to market its systems and services. Envirogen
cannot guaranty that it will successfully develop manufacturing or marketing
capabilities either independently or in conjunction with third parties.
Limited Insurance Coverage for Environmental and Product Liability Risks.
Third parties may assert product liability and environmental impairment claims
against Envirogen with respect to the testing or use of Envirogen's
technologies. Envirogen cannot guaranty that such environmental or product
liability claims will be covered by its $5,000,000 contractor's pollution and
product liability insurance policy, that the dollar amount of covered
liabilities will not exceed policy limits or that such insurance will continue
to be available to Envirogen on commercially acceptable terms, or at all. An
uninsured or partially covered judgment against Envirogen could have a
materially adverse effect on Envirogen. Envirogen will attempt to mitigate some
of the uninsured risks by typically not transporting or taking title to its
customers' waste, although such measures are not sufficient to avoid all
potential liability.
Possible Acquisitions of Related Businesses or Technologies and Possible
Decrease in Existing Stockholders' Percentage Ownership. Envirogen from time to
time evaluates and investigates possible purchase, license or other acquisitions
of related businesses or technologies. Such acquisitions have certain risks,
including, among others, incorrectly assessing the asset quality and the extent
of possible liabilities of a particular business being acquired and encountering
greater than anticipated costs of incorporating acquired businesses into
Envirogen. In addition, in the event that Envirogen uses its common stock as
consideration for acquisitions or to obtain licenses of new technologies, the
percentage ownership of Envirogen's stockholders immediately prior to such
transaction will decrease.
Envirogen's Stock Price Has Been Volatile and Could Continue to Fluctuate
Substantially. The market price of Envirogen's common stock has been volatile
and could continue to fluctuate substantially. The market price of Envirogen's
common stock may be significantly impacted by many factors, including, among
others, announcements, by Envirogen or its competitors, of technical
developments, establishment of corporate relationships, governmental regulation,
patent or proprietary rights, developments or public concern as to safety or
other implications of the biodegradation of hazardous wastes and general market
conditions.
No Common Stock Dividends. Envirogen has not paid any cash dividends on
its common stock since its inception and does not anticipate paying any cash
dividends on its common stock in the foreseeable future.
-5-
<PAGE>
Uncertainty Regarding State of Year 2000 Readiness of Third Parties with
whom Envirogen has a Material Relationship. As of the date of this prospectus,
Envirogen is in the process of upgrading its information systems and software so
that such systems and software will function properly with respect to dates in
the year 2000. To date, Envirogen has not incurred any material costs in
connection with its Year 2000 issues and does not anticipate future expenditures
to have a material impact on its financial position or operating results.
However, Envirogen has not received responses from all of its material vendors,
customers, banks and other third parties regarding their Year 2000 compliance,
including corporate and governmental sponsors that fund a significant portion of
Envirogen's research and development activities. Envirogen's or any material
third party's failure to correct a Year 2000 problem could result in an
interruption or failure in Envirogen's operations, which could adversely affect
Envirogen's results of operations, cash flows or financial conditions. At this
time, Envirogen has not developed a comprehensive contingency plan to deal with
any such interruptions or failures.
-6-
<PAGE>
ABOUT ENVIROGEN
Envirogen is an environmental services and systems company combining unique
scientific, engineering and management expertise to provide innovative solutions
for treating hazardous wastes. Envirogen's strategic approach for systems
development includes isolating natural organisms, in some cases enhancing their
performance through genetic modification, and then developing engineered systems
to optimize their activity for biodegradation.
Envirogen offers solutions for both pollution prevention and
remediation problems of business entities and government agencies and offers a
broad range of specialized environmental consulting services and systems,
including the following:
. remedial investigation
. design and construction
. solid waste and landfill management
. wastewater treatment
. air sciences and engineering
. environmental engineering and compliance management
Envirogen was incorporated in Delaware in June 1988. Envirogen's principal
office is located at 4100 Quakerbridge Road, Lawrenceville, New Jersey 08648,
and its telephone number is (609) 936-9300. Envirogen maintains a web site at
http://www.envirogen.com.
WHERE YOU MAY FIND ADDITIONAL INFORMATION
Envirogen files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C.
20549, at Seven World Trade Center, Suite 1300, New York, New York 10048 or at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
You may obtain information on the operation of the public reference rooms by
calling the SEC at 1-800-SEC-0330. Envirogen's SEC filings are also available to
the public from the SEC's website at http://www.sec.gov. Envirogen's common
stock is quoted on the Nasdaq Smallcap Market, and reports and other information
concerning Envirogen may be inspected at the National Association of Securities
Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006-1500.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed on the following page and any
future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until the selling stockholder sells
all of the shares of Envirogen common stock offered pursuant to this prospectus.
-7-
<PAGE>
(a) Envirogen's Annual Report on Form 10-K for the year ended December 31,
1997;
(b) Envirogen's Current Reports on Form 8-K dated April 17, 1998, October
28, 1998 and November 24, 1998;
(c) Envirogen's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1998; and
(d) The description of Envirogen's common stock contained in the
registration statement (File No. 0-20404) filed by Envirogen to register such
securities under the Securities Exchange Act of 1934, including all amendments
and reports filed to update such description prior to the termination of the
offering of the shares of Envirogen common stock under this prospectus.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address: INVESTOR RELATIONS, ENVIROGEN, INC.,
4100 QUAKERBRIDGE ROAD, LAWRENCEVILLE, NEW JERSEY 08648; TELEPHONE (609) 936-
9300.
This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information incorporated by reference or provided in
this prospectus or any supplement to this prospectus. We have not authorized
anyone else to provide you with different information. The selling stockholder
will not make an offer of these shares of Envirogen common stock in any state
where the offer is not permitted. You should not assume that the information in
this prospectus or any supplement to this prospectus is accurate as of any date
other than the date on the front of those documents.
USE OF PROCEEDS
Envirogen will not receive any of the proceeds from the sale of the shares
of Envirogen common stock offered hereby, but will pay for all expenses of this
offering, other than commissions or discounts of broker-dealers. Such expenses
are estimated to be approximately $10,000.
SELLING STOCKHOLDER
Robert S. Hillas, currently the Chairman, President and Chief Executive
Officer and a director of Envirogen, is the selling stockholder. As of the date
of this prospectus, Mr. Hillas beneficially owned 107,134 shares of Envirogen
common stock, 83,334 shares of which are being offered for sale by this
prospectus. After the sale of all of the shares of Envirogen common stock being
offered for sale by this prospectus, Mr. Hillas will beneficially own 23,800
shares of Envirogen common stock.
-8-
<PAGE>
PLAN OF DISTRIBUTION
Robert S. Hillas, currently the Chairman, President and Chief Executive
Officer and a director of Envirogen, is the selling stockholder. The selling
stockholder may offer his shares of Envirogen common stock at various times in
one or more public or private transactions on or off the Nasdaq SmallCap Market.
He may sell at market prices prevailing at the time of sale, at prices related
to such prevailing market prices, at negotiated prices or at fixed prices. In
addition, the shares may be sold, to the extent permitted, from time to time in
transactions effected in accordance with Rule 144 under the Securities Act of
1933. This prospectus may be used by pledgees, donees, transferees or other
successors in interest to the selling stockholder to offer and sell the shares
of Envirogen common stock, provided that this prospectus has been supplemented
appropriately to disclose the name and the number of shares beneficially owned
by such person.
Various state securities laws and regulations require that the sale of the
shares of Envirogen common stock under this prospectus be made only through the
use of a broker-dealer registered in any state where the selling stockholder
engages such broker-dealer and in any state where such broker-dealer intends to
offer and sell the shares. The selling stockholder may use broker-dealers to
sell his shares of Envirogen common stock in such states or in any other state,
in which case the broker-dealers will either receive discounts, commissions or
concessions on such sales from the selling stockholder or from purchasers of
such shares for whom they acted as agents. Any discounts, commissions or
concessions received by any such broker-dealer and any profits on the sale of
shares by them may be deemed to be underwriting discounts and commissions under
the Securities Act of 1933.
Under the Securities Exchange Act of 1934, any person engaged in a
distribution of the shares offered under this prospectus may not bid for or
purchase the shares until after such person has completed his participation in
such distribution, including the period of five business days prior to the
commencement of such distribution. In addition, the selling stockholder and any
other person participating in such distribution will be subject to other
applicable provisions of the Securities Exchange Act of 1934, including
Regulation M, which provisions may affect the timing of purchases and sales of
any of the shares by the selling stockholder and any such other person. All of
the foregoing may affect the marketability of the shares and the ability of any
person or entity to engage in market-making activities with respect to the
shares.
LEGAL MATTERS
Drinker Biddle & Reath LLP, Philadelphia, Pennsylvania, counsel for
Envirogen, will issue a legal opinion addressing the validity of the securities
offered in this prospectus. Morgan R. Jones, a partner in Drinker Biddle & Reath
LLP, is the Secretary of Envirogen.
EXPERTS
The consolidated balance sheets as of December 31, 1997 and 1996 and the
consolidated statements of operations, changes in stockholders' equity and cash
flows of Envirogen, Inc. for each of the three years in the period ended
December 31, 1997, incorporated by reference in this prospectus, have been
incorporated herein in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
-9-
<PAGE>
SIGNATURES
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-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Lawrenceville, State of New Jersey, on February
18, 1999.
ENVIROGEN, INC.
By: /s/Robert S. Hillas
------------------------
Robert S. Hillas, President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons, in the
capacities indicated, on February 18, 1999.
SIGNATURE TITLE
- --------- -----
/s/Robert S. Hillas Chairman of the Board, President, Chief
- ----------------------------
Robert S. Hillas Executive Officer and Director
(Principal Executive Officer)
/s/Mark J. Maten Vice President of Finance and Chief
- ----------------------------
Mark J. Maten Financial Officer (Principal Financial
and Accounting Officer)
Robert F. Hendrickson* Director
- ----------------------------
Robert F. Hendrickson
Robert F. Johnston* Director
- ----------------------------
Robert F. Johnston
Nicholas J. Lowcock* Director
- ----------------------------
Nicholas J. Lowcock
Robert C. Miller* Director
- ----------------------------
Robert C. Miller
Peter J. Neff*
- ----------------------------
Peter J. Neff Director
William C. Smith*
- ----------------------------
William C. Smith Director
___________________
*Robert S. Hillas, pursuant to a Power of Attorney executed by each of the
directors noted above and filed with the Securities and Exchange Commission as
Exhibit 24 to this Registration Statement on Form S-3, by signing his name
hereto, does hereby sign and execute this Amendment No. 1 to Registration
Statement on behalf of each of the persons noted above, in the capacities
indicated.
/s/Robert S. Hillas
-------------------------
Robert S. Hillas
II-1
