<PAGE> 1
As filed with the Securities and Exchange Commission on May 22, 1997
Registration No. 333-26801
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
SOFAMOR DANEK GROUP, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1580052
(State of Incorporation) (I.R.S. Employer Identification No.)
1800 Pyramid Place
Memphis, Tennessee 38132
(Address of principal executive offices)
Richard E. Duerr, Jr.
Vice President, General Counsel and Secretary
1800 Pyramid Place
Memphis, Tennessee 38132
(901) 396-2695
(Name, address and telephone number of agent for service)
Copy to:
Matthew S. Heiter, Esq.
Baker, Donelson, Bearman & Caldwell
165 Madison Avenue, Suite 2000
Memphis, Tennessee 38103
Telephone: (901)577-8117
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, 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]
<PAGE> 2
PROSPECTUS
20,000 SHARES
SOFAMOR DANEK GROUP, INC.
COMMON STOCK
(NO PAR VALUE)
-------------------------
This Prospectus relates to the offer and sale of up to 20,000 shares (the
"Shares") of the common stock, no par value (the "Common Stock"), of Sofamor
Danek Group, Inc., an Indiana corporation (the "Company"). The Shares may be
offered for sale by a certain shareholder of the Company (the "Selling
Shareholder") from time-to-time in transactions effected on the New York Stock
Exchange (the"NYSE") (or through the facilities of any national securities
exchange or U.S. inter-dealer quotation system of a registered national
securities association, on which the Shares are then listed, admitted to
unlisted trading privileges or included for quotation), in privately negotiated
transactions, or in a combination of such methods of sale. Such methods of sale
may be conducted at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Selling
Shareholder may effect such transactions directly, or indirectly through
underwriters, broker-dealers or agents acting on its behalf, and in connection
with such sales, such broker-dealers or agents may receive compensation in the
form of commissions, concessions, allowances or discounts from the Selling
Shareholder and/or the purchasers of the Shares for whom they may act as agent
or to whom they sell Shares as principal or both (which commissions,
concessions, allowances or discounts might be in excess of customary amounts
thereof). To the extent required, the names of any agents, broker-dealers or
underwriters and applicable commissions, concessions, allowances or discounts
and any other required information with respect to any particular offer of the
Shares by the Selling Shareholder, will be set forth in a Prospectus Supplement.
The Shares offered for resale by the Selling Shareholder are being offered
pursuant to certain registration rights contained in an option agreement between
the Company and the Selling Shareholder. See "Selling Shareholder" and "Plan of
Distribution."
None of the proceeds from the sale of the Shares by the Selling Shareholder
will be received by the Company. The Company has agreed to bear all expenses of
registration of the Shares under federal or state securities laws and to
indemnify the Selling Shareholder against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
The Selling Shareholder and any underwriters, dealers or agents which
participate in the distribution of the Shares may be deemed to be "underwriters"
within the meaning of the Securities Act, and any commission received by them
and any profit realized on the resale of the Shares purchased by them may be
deemed to constitute underwriting commissions, concessions, allowances or
discounts under the Securities Act. See "Plan of Distribution."
The Common Stock is traded on the NYSE under the symbol "SDG." The closing
sale price of the Common Stock as reported on the NYSE on May 16, 1997 was
$38 5/8 per share.
------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------------------
May 22, 1997
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Copies of such reports,
proxy statements, information statements and other information filed by the
Company with the Commission can be inspected and copies may be obtained at the
public reference facilities of the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates, as well as at the following
Regional Offices of the Commission: Citicorp Center, 500 West Madison, Suite
1400, Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New
York, New York 10048, and at the Commission's Web site at (http://www.sec.gov).
In addition, shares of the Common Stock are traded on the NYSE, and such
reports, proxy statements and other information may be inspected at the offices
of the NYSE, 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments thereto, the "Registration Statement") under
the Securities Act with respect to the Shares. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. Statements made in this Prospectus as to the contents of any
contract, agreement or other document referred to are not necessarily complete
and, with respect to each such contract, agreement or other document filed as an
exhibit to the Registration Statement, reference is made to the exhibit for a
more complete description of the matter involved, and each such statement is
deemed qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference.
(i) Annual Report on Form 10-K for the year ended December 31, 1996;
(ii) All reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "1934 Act") since the end
of the fiscal year ended December 31, 1996; and
(iii) The description of Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission effective
April 17, 1991, including any amendment or report filed for the
purposes of updating such description.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Shares made by
this Prospectus shall be deemed to be incorporated herein by reference and to be
a part hereof on and from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this Prospectus shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or incorporated
herein by reference or in any other subsequently filed document that also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all documents incorporated by reference
in this Prospectus (not including, however, the exhibits to such documents
unless such exhibits are specifically incorporated by reference in such
information). Requests for such documents should be directed to: Sofamor Danek
Group, Inc.,1800 Pyramid Place, Memphis, Tennessee 38132, Attention: Secretary,
telephone number (901) 396-2695.
2
<PAGE> 4
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common Stock
offered hereby.
SELLING SHAREHOLDER
The following table shows the number of shares being offered by the Selling
Shareholder. After completion of the offering, assuming all of the Shares being
offered are sold, the Selling Shareholder will not own any shares of Common
Stock. See "Plan of Distribution."
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO THE OFFERING NUMBER OF SHARES AFTER THE OFFERING
---------------------- TO BE SOLD IN --------------------
NAME OF BENEFICIAL OWNER SHARES PERCENT(1) THE OFFERING SHARES PERCENT(1)
- ------------------------------------ ------ ---------- ---------------- ------ ----------
<S> <C> <C> <C> <C> <C>
Rush Presbyterian St. Luke's Medical 20,000 * 20,000 -0- -0-
Center, Endowed Chair in Spinal
Deformity...........................
</TABLE>
- --------------------------
* indicates less than 1%
(1) The percentages shown are based on 24,643,170 shares of common stock
outstanding at April 30, 1997.
The Company has filed with the Commission the Registration Statement of
which this Prospectus forms a part with respect to the sale by the Selling
Shareholder of the Shares from time to time on the NYSE (or through the
facilities of any national securities exchange or U.S. automated inter-dealer
quotation system of a registered national securities association, on which the
Shares are then listed, admitted to unlisted trading privileges or included for
quotation) or in privately negotiated transactions, and has agreed to use its
best efforts to keep the Registration Statement current and maintain its
effectiveness until all Shares have been sold. See "Plan of Distribution."
PLAN OF DISTRIBUTION
The Selling Shareholder has advised the Company that it may offer the
Shares for sale from time to time in transactions effected on the NYSE (or
through the facilities of any national securities exchange or U.S. inter-dealer
quotation system of a registered national securities association, on which the
Shares are then listed, admitted to unlisted trading privileges or included for
quotation), in privately negotiated transactions, or in a combination of such
methods of sale. Such methods of sale may be conducted at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Shareholder may effect such
transactions directly, or indirectly through underwriters, broker-dealers or
agents acting on its behalf, and in connection with such sales, such
broker-dealers or agents may receive compensation in the form of commissions,
concessions, allowances or discounts from the Selling Shareholder and/or the
purchasers of the Shares for whom they may act as agent or to whom they sell
Shares as principal or both (which commissions, concessions, allowances or
discounts might be in excess of customary amounts thereof). To the extent
required, the names of any agents, broker-dealers or underwriters and applicable
commissions, concessions, allowances or discounts and any other required
information with respect to any particular offer of the Shares by the Selling
Shareholder, will be set forth in a Prospectus Supplement. The Company has been
advised that the Selling Shareholder may effect sales of the Shares directly, or
indirectly by or through agents or broker-dealers and that the Shares may be
sold by one or more of the following methods: (a) ordinary brokerage
transactions, (b) purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account, and (c) in "block" sale transactions. At the
time a particular offer is made, a Prospectus Supplement, if required, will be
distributed that sets forth the name or names of agents or broker-dealers, any
commissions and other terms constituting selling compensation and any other
required information. Moreover, in effecting sales, broker-dealers engaged by
the Selling Shareholder and/or the purchasers of the Shares may arrange for
other broker-dealers to participate in the sales process. Broker-dealers will
receive discounts or commissions from the Selling Shareholder and/or the
purchasers of the Shares in amounts which will be negotiated prior to the time
of sale. Sales made by broker-dealers will be made only through broker-dealers
registered as such in a subject jurisdiction or in transactions exempt from such
registration. The Company
3
<PAGE> 5
has not been advised of any definitive selling arrangement at the date of this
Prospectus between the Selling Shareholder and any broker-dealer or agent.
In connection with the distribution of the Shares, the Selling Shareholder
may enter into hedging transactions with broker-dealers. In connection with such
transactions, broker-dealers may engage in short sales of the Shares in the
course of hedging the positions they assume with the Selling Shareholder. The
Selling Shareholder may also sell the Shares short and redeliver the Shares to
close out the short positions. The Selling Shareholder may also enter into
option or other transactions with broker-dealers which require the delivery of
the Shares to the broker-dealer and the broker-dealer may sell the Shares so
loaned, or upon a default, the broker-dealer may effect sales of the pledged
shares.
Any broker-dealer participating in any distribution of Shares in connection
with the offering made hereby may be deemed to be an "underwriter" within the
meaning of the Securities Act and may be required to deliver a copy of this
Prospectus, including a Prospectus Supplement, to any person who purchases any
of the Shares from or through such broker-dealer.
Pursuant to the Option Agreement, the Company is required to pay all
expenses of registration of the Shares, including filing fees, and expenses of
compliance with state securities or "blue sky" laws. The Selling Shareholder
will be indemnified by the Company against certain civil liabilities, including
certain liabilities arising under the Securities Act, or, to the extent such
indemnification is unavailable or otherwise limited, will be entitled to
contribution in connection therewith. The Company will not receive any of the
proceeds from the sale of the Shares by the Selling Shareholder.
LEGAL MATTERS
Certain legal matters with respect to the validity of the shares of Common
Stock offered hereby will be passed upon for the Company by Baker, Donelson,
Bearman & Caldwell, Memphis, Tennessee.
EXPERTS
The audited financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31,
1996, have been incorporated in reliance on the report of Coopers & Lybrand
L.L.P., independent accountants, given on the authority of said firm as experts
in auditing and accounting.
4
<PAGE> 6
================================================================================
No person is authorized in connection with any offering made hereby to
give any information or to make any representation other than as contained in
this Prospectus and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company, the Selling
Shareholder or any underwriter. Neither the delivery of this Prospectus nor any
sale made hereunder shall under any circumstance imply that there has been no
change in the affairs of the Company since the date hereof. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any of the
Shares offered hereby to any person in any jurisdiction in which it is unlawful
to make any such offer or solicitation.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information .....................................................2
Incorporation of Certain Documents by
Reference................................................................2
Use of Proceeds............................................................3
Selling Shareholder........................................................3
Plan of Distribution ......................................................3
Legal Matters..............................................................4
Experts....................................................................4
</TABLE>
================================================================================
================================================================================
20,000 Shares
Sofamor Danek Group, Inc.
Common Stock
--------------------
PROSPECTUS
--------------------
May 22, 1997
================================================================================
<PAGE> 7
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following fees and expenses shall be borne by the Company in connection
with this offering. All fees and expenses other than the SEC and NYSE fees are
estimated.(1)
<TABLE>
<S> <C>
SEC Registration Fee....................................... $ 242.42
NYSE Filing Fee............................................ 0
Blue Sky fees and expenses, including legal fees........... 0
Transfer Agent's Fee....................................... 0
Printing and Engraving..................................... 750
Accounting Fees and Expenses............................... 1,000
Legal Fees and Expenses.................................... 5,000
Miscellaneous.............................................. 0
---------
Total............................................. $6,992.42
=========
</TABLE>
- ----------
(1) The Selling Shareholders will not pay any portion of the registration
expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23-1-37-1 through 23-1-37-15 of the Indiana Business Corporation
Law permit a corporation to indemnify directors and officers against liability
incurred in certain proceedings if the individual's conduct was in good faith
and the individual reasonably believed, in the case of conduct in the
individual's official capacity, that such conduct was in the best interests of
the corporation and, in all other cases, believed such conduct was at least not
opposed to the best interests of the corporation. If the proceeding is criminal,
the individual must have at least had no reasonable cause to believe that such
conduct was unlawful. The statute requires a corporation to indemnify an
individual who is wholly successful in the defense of any such proceeding
against reasonable expenses incurred by such individual, unless the Articles of
Incorporation provide otherwise. The corporation may pay for or reimburse the
reasonable expenses incurred by a director or officer who is a party to a
proceeding in advance of final disposition of the proceeding if certain
conditions are satisfied. Unless otherwise provided in the Articles of
Incorporation, a director or officer may apply for court ordered indemnification
which will include reasonable expenses incurred to obtain the indemnification
order if the court determines that the director is entitled to mandatory
indemnification or that the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances. Except in the case of
mandatory indemnification, a corporation may indemnify a director or officer
only after it is determined that the individual meets the standard of conduct
described above. In addition, a corporation may also indemnify and advance
expenses to an officer, whether or not a director, to the extent, consistent
with public policy, that may be provided by its articles of incorporation,
bylaws, general or specific action of its Board of Directors or contract.
Section 23-1-37-14 of the Indiana Business Corporation Law empowers an Indiana
corporation to purchase and maintain insurance on behalf of any director or
officer against any liability asserted against, or incurred by, such individual
in any such capacity or arising out of his or her status as such, whether or not
the corporation would have had the power to indemnify against such liability.
The Amended and Restated Bylaws of the Registrant require the Registrant to
indemnify any person who is or was a director or officer of the Registrant
against any and all liabilities and reasonable expenses incurred by such person
in connection with or resulting from any threatened, pending or completed action
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. The Registrant shall not indemnify any director or
officer to the extent that such
II-2
<PAGE> 8
persons' claim for indemnification arises out of liability (i) for any breach of
the director's duty of loyalty to the Registrant or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
knowing violation of law or (iii) for any transaction from which the director
derived an improper personal benefit.
The Registrant also carries liability insurance covering officers and
directors. There is a deductible amount of $100,000 for the Registrant per
claim. The policy contains certain exclusions including, but not limited to,
certain claims by stockholders.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Number Assigned
in Regulation
S-K, Item 601 Description of Exhibit
- --------------- ----------------------
<S> <C>
4.1 Form of Certificate for Common Stock (1) (4.1)
5.1* Opinion of Baker, Donelson, Bearman & Caldwell
23.1* Consent of Coopers & Lybrand L.L.P., Independent Public Accountants
23.2* Consent of Baker, Donelson, Bearman & Caldwell (included in Exhibit 5.1)
24* Powers of Attorney (included on signature page)
</TABLE>
* previously filed
(1) Incorporated by reference from the Exhibits to the Form 10-K of the
Registrant for the fiscal year ended December 31, 1993. (Exhibit number in
the Form 10-K is set forth in parenthesis.)
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales of the securities
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;
(ii) to reflect any facts or events arising after the effective date of the
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 or any material change to such
information set forth in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8, or Form F-3, and the
information required [or] to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, each 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.
II-3
<PAGE> 9
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant for 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 Act and will
be governed by the final adjudication of such issue.
(c) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement 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.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of a registration
statement in reliance upon Rule 430A and contained in the form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Act shall be deemed to be part of the registration statement as of the time it
was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus 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.
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<PAGE> 10
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on the 21st day of
May, 1997.
SOFAMOR DANEK GROUP, INC.
By: /s/ E. R. Pickard*
-----------------------------------------------
E. R. Pickard, Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- --------------------------------- -------------------------------------- ------------
<S> <C> <C>
/s/ James J. Gallogly* President, Chief Operating Officer and
- --------------------------------- Director May 21, 1997
James J. Gallogly
/s/ E. R. Pickard* Chairman, Chief Executive Office and
- --------------------------------- Director (Principal Executive Officer) May 21, 1997
E. R. Pickard
/s/ J. Mark Merrill* Vice President and Treasurer
- ---------------------------------
J. Mark Merrill May 21, 1997
/a/ Laurence Y. Fairey* Executive Vice President and Chief
- --------------------------------- Financial Officer May 21, 1997
Laurence Y. Fairey
/s/ Marie-Helene Plais, M.D.* Executive Vice President and Director May 21, 1997
- ---------------------------------
Marie-Helene Plais, M.D.
</TABLE>
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<PAGE> 11
<TABLE>
<CAPTION>
NAME TITLE DATE
- --------------------------------- -------------------------------------- ------------
<S> <C> <C>
/s/ L. D. Beard* Director May 21, 1997
- ---------------------------------
L. D. Beard
Director
- ---------------------------------
George W. Bryan, Sr.
/s/ Robert A. Compton* Director May 21, 1997
- ---------------------------------
Robert A. Compton
/s/ Samuel F. Hulbert, Ph.D.* Director May 21, 1997
- ---------------------------------
Samuel F. Hulbert, Ph.D.
/s/ Yves Paul Cortrel, M.D.*
- --------------------------------- Director May 21, 1997
Yves Paul Cotrel, M.D.
/s/ George F. Rapp, M.D.*
- --------------------------------- Director May 21, 1997
George F. Rapp, M.D.
*By: /s/ Richard E. Overr, Jr.
----------------------------
Richard E. Overr, Jr.
Agent and Attorney-in-fact
</TABLE>
II-6
