As filed with the Securities and Exchange Commission on June 24, 1996
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BAREFOOT INC.
(Exact name of registrant as specified in its charter)
Delaware 31-1265715
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 West Wilson Bridge Road, Worthington, Ohio 43085
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(Address of Principal Executive Offices) (Zip Code)
Barefoot Inc. Amended and Restated 1989 Stock Option Plan
(Full title of the plan)
Copy to:
Elizabeth Turrell Farrar, Esq. Patrick J. Norton
Vorys, Sater, Seymour and Pease Barefoot Inc.
52 East Gay Street 450 West Wilson Bridge Road
Columbus, Ohio 43215 Worthington, Ohio 43085
(Name and address of agent for service)
(614) 464-5607
(Telephone number, including area code, of agent for service)
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Calculation of Registration Fee
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit (1) price (1) fee
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Common Stock, 500,000 $11.75 for $5,365,000 $1,850
$.01 Par Value 20,000 shares;
$10.6875 for
480,000 shares
(1) Estimated solely for the purpose of calculating the aggregate offering
price and the registration fee pursuant to Rules 457(c) and 457(h)
promulgated under the Securities Act of 1933, as amended, and computed
on the basis of: (a) $11.75 per share for 20,000 of the shares to be
registered, which is the price at which options granted to purchase
such shares may be exercised; and (b) $10.6875 per share for 480,000 of
the shares to be registered which will subject to options granted in
the future, which price is the average of the high and low sales prices
of the Common Stock as reported on The Nasdaq Stock Market on June 19,
1996.
Page 1 of 38 Pages.
Exhibit Index at Page II-13 (Page 14 as sequentially numbered).
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II-14
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Transition Report on Form 10-K for the fiscal year ended
December 31, 1995 of Barefoot Inc. (the "Registrant") and all other reports
filed with the Securities and Exchange Commission (the "Commission") pursuant
to the requirements of Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since that date are
hereby incorporated by reference.
The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (File No. 0-19602) filed with
the Commission on October 21, 1991, which incorporates by reference the
description of the Registrant's Common Stock contained in Amendment No. 2 to
the Registrant's Registration Statement on Form S-1 (Registration No.
33-42633) filed with the Commission on October 16, 1991 and the description of
the Registrant's Series A Junior Participating Preferred Share Purchase Rights
contained in the Registrant's Current Report on Form 8-K dated April 11, 1995,
or contained in any subsequent amendment or report filed for the purpose of
updating such descriptions, are hereby incorporated by reference.
Any definitive Proxy Statement or Information Statement filed
pursuant to Section 14 of the Exchange Act and all documents which may be
filed with the Commission pursuant to Sections 13, 14 or 15(d) of the Exchange
Act subsequent to the date hereof and prior to the completion of the offering
contemplated hereby, shall also be deemed to be incorporated herein by
reference and to be made a part hereof from the date of filing of such
documents; provided, however, that no report of the compensation committee of
the Board of Directors of the Registrant on executive compensation and no
performance graph included in any Proxy Statement or Information Statement
filed pursuant to Section 14 of the Exchange Act shall be deemed to be
incorporated by reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Article IX of the Restated Certificate of Incorporation, as
amended, of the Registrant limits the liability of directors to the extent
permitted by the General Corporation Law of Delaware. Article IX provides:
To the fullest extent permitted by the General Corporation Law of
the State of Delaware as the same exists or may hereafter be
amended, a director of this Company shall not be liable to the
Company or its stockholders for monetary damages for a breach of
fiduciary duty as a director. Any repeal or modification of this
Article IX shall not adversely affect any right or protection of a
director of the Company existing at the time of such repeal or
modification.
Section 102(b)(7) of the Delaware General Corporation Law permits
the Registrant to include a provision in its Restated Certificate of
Incorporation eliminating or limiting the personal liability of a director to
the Registrant or its stockholders for monetary damages for a breach of
fiduciary duty as a director, provided that such provision shall not eliminate
or limit the liability of a director: (i) for any breach of the director's
duty of loyalty to the Registrant or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the director derived
an improper personal benefit.
Article V of the Restated By-Laws of the Registrant governs the
indemnification of officers, directors, employees and agents of the
Registrant. Article V provides:
Section 1. Nature of Indemnity. Each person who was or is made a
party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that
he or she, or a person of whom he or she is the legal representative, is
or was a director or officer of the corporation or is or was serving at
the request of the corporation as a director, officer, employee,
fiduciary, or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, shall be indemnified and held
harmless by the corporation to the fullest extent which it is empowered
to do so by the General Corporation Law of the State of Delaware, as the
same exists or may hereafter be amended, against all expense, liability
and loss (including attorneys' fees) actually and reasonably incurred by
such person in connection with such proceeding, and such indemnification
shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in Section 2
hereof, the corporation shall indemnify any such person seeking
indemnification in connection with a proceeding initiated by such person
only if such proceeding was authorized by the Board of Directors of the
corporation. The right to indemnification conferred in this Article V
shall be a contract right and, subject to Sections 2 and 5 hereof, shall
include the right to be paid by the corporation the expenses incurred in
defending any such proceeding in advance of its final disposition. The
corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the corporation with the same
scope and effect as the foregoing indemnification of directors and
officers.
Section 2. Procedure for Indemnification of Directors and
Officers. Any indemnification of a director or officer of the
corporation under Section 1 of this Article V or advance of expenses
under Section 5 of this Article V shall be made promptly, and in any
event within 30 days, upon the written request of the director or
officer. If a determination by the corporation that the director or
officer is entitled to indemnification pursuant to this Article V is
required, and the corporation fails to respond within 60 days to a
written request for indemnity, the corporation shall be deemed to have
approved the request. If the corporation denies a written request for
indemnification or advancing of expenses, in whole or in part, or if
payment in full pursuant to such request is not made within 30 days, the
right to indemnification or advances as granted by this Article V shall
be enforceable by the director or officer in any court of competent
jurisdiction. Such person's costs and expenses incurred in connection
with successfully establishing his or her right to indemnification, in
whole or in part, in any such action shall also be indemnified by the
corporation. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required
undertaking if any, has been tendered to the corporation) that the
claimant has not met the standards of conduct which make it permissible
under the General Corporation Law of the State of Delaware for the
corporation to indemnify the claimant for the amount claimed, but the
burden of such defense shall be on the corporation. Neither the failure
of the corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable
standard of conduct set forth in the General Corporation Law of the
State of Delaware, nor an actual determination by the corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that
the claimant has not met the applicable standard of conduct.
Section 3. Article Not Exclusive. The rights to indemnification
and the payment of expenses incurred in defending a proceeding in
advance of its final disposition conferred in this Article V shall not
be exclusive of any other right which any person may have or hereafter
acquire under any statute, provision of the Certificate of
Incorporation, By-Law, agreement, vote of stockholders or disinterested
directors or otherwise.
Section 4. Insurance. The corporation may purchase and maintain
insurance on its own behalf and on behalf of any person who is or was a
director, officer, employee, fiduciary, or agent of the corporation or
was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him or
her and incurred by him or her in any such capacity, whether or not the
corporation would have the power to indemnify such person against such
liability under this Article V or under the General Corporation Law of
the State of Delaware.
Section 5. Expenses. Expenses (including attorneys' fees) incurred
by any person described in Section 1 of this Article V in defending any
civil, criminal, administrative or investigative action, suit or
proceeding shall 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 the 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. Such expenses incurred by
other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.
Section 6. Employees and Agents. Persons who are not covered by
the foregoing provisions of this Article V and who are or were employees
or agents of the corporation, or who are or were serving at the request
of the corporation as employees or agents of another corporation,
partnership, joint venture, trust or other enterprise, may be
indemnified to the extent authorized at any time or from time to time by
the Board of Directors.
Section 7. Contract Rights. The provisions of this Article V shall
be deemed to be a contract right between the corporation and each
director or officer who serves in any such capacity at any time while
this Article V and the relevant provisions of the General Corporation
Law of the State of Delaware or other applicable law are in effect, and
any repeal or modification of this Article V or any such law shall not
affect any rights or obligations then existing with respect to any state
of facts or proceeding then existing.
Section 8. Merger or Consolidation. For purposes of this Article
V, references to "the corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger
which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents,
so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this Article V with
respect to the resulting or surviving corporation as he or she would
have with respect to such constituent corporation if its separate
existence had continued.
Section 145 of the Delaware General Corporation Law addresses
indemnification by a corporation and provides as follows:
(a) 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 the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
(b) 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 is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a
manner he 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 of Chancery or such other
court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
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
this section, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct
set forth in subsections (a) and (b) of this section. Such determination
shall be made (1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a
quorum, or (2) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director 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 is not entitled to be indemnified by the corporation as authorized in
this section. Such expenses (including attorneys' fees) incurred by
other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section shall not
be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers,
and employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position
under this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to
be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by,
or granted pursuant to, this section shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a corporation's
obligation to advance expenses (including attorneys' fees).
The Registrant has purchased insurance coverage under a policy
which insures directors and officers against certain liabilities which might
be incurred by them in such capacity.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Exhibit Index attached hereto and beginning at page II-13
(page 14 as sequentially numbered).
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales 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 in the prospectus 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; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs A(1)(i) and A(1)(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 with or furnished to the Commission 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 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The 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 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.
C. 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 provisions described in
Item 6 of this Part II, 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 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 Act and will be
governed by the final adjudication of such issue.
<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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Worthington, State of Ohio, on the
24th day of June, 1996.
BAREFOOT INC.
By: /s/ Patrick J. Norton
Patrick J. Norton, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 24th day of June, 1996.
Signature Title
Patrick J. Norton* President, Chief Executive Officer and
Patrick J. Norton Director
Michael R. Goodrich* Chief Financial Officer (Principal
Michael R. Goodrich Financial Officer and Principal
Accounting Officer)
Donald R. Brattain* Director
Donald R. Brattain
J. Martin Erbaugh* Director
J. Martin Erbaugh
William R. Griffin* Director
William R. Griffin
*By Power of Attorney
/s/ Patrick J. Norton
Patrick J. Norton
(Attorney-in-Fact)
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description Page No.
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4(a) Restated Certificate of Incorporated herein by
Incorporation of Barefoot reference to Registrant's
Inc. Quarterly Report on Form 10-Q
for its fiscal quarter ended
September 30, 1991 (File
No. 0-19602) [Exhibit 3.1]
4(b) Amendment to Restated Incorporated herein by
Certificate of Incorporation reference to Registrant's
dated July 29, 1994 Annual Report on Form 10-K
for the fiscal year ended
March 31, 1995 (File No.
0-19602) [Exhibit 3.3]
4(c) Amendment to Restated Incorporated herein by
Certificate of Incorporation reference to Registrant's
dated April 11, 1995 Annual Report on Form 10-K
for the fiscal year ended
March 31, 1995 (File
No. 0-19602) [Exhibit 3.4]
4(d) Restated By-Laws of Barefoot Incorporated herein by
Inc. reference to Registrant's
Registration Statement on
Form S-1 filed September 6,
1991 (Registration
No. 33-42633) [Exhibit 3.3]
4(e) Rights Agreement, dated as Incorporated herein by
of April 11, 1995, between reference to Registrant's
Barefoot Inc. and Bank One, Current Report on Form 8-K
Indianapolis, NA, as Rights dated April 11, 1995 (File
Agent No. 0-19602) [Exhibit 1]
4(f) Barefoot Inc. Amended and Pages 16 through 27
Restated 1989 Stock Option
Plan (reflects stock splits
and amendments through
May 21, 1996)
5 Opinion of Vorys, Sater, Pages 28 through 30
Seymour and Pease as to
legality
23(a) Consent of Arthur Andersen Pages 31 and 32
LLP
23(b) Consent of Vorys, Sater, Filed as part of Exhibit 5
Seymour and Pease
24 Powers of Attorney Pages 33 through 38
<PAGE>
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16
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EXHIBIT 4(f)
Barefoot Inc. Amended and Restated 1989
Stock Option Plan (reflects stock splits
and amendments through May 21, 1996)
<PAGE>
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11
BAREFOOT INC.
AMENDED AND RESTATED
1989 STOCK OPTION PLAN
(reflects stock splits and amendments through May 21, 1996)
Section 1. Identification of the Plan.
1.1 Title. This plan shall be known as the Barefoot Inc.
Amended and Restated 1989 Stock Option Plan (the "Plan").
1.2 Purpose. The purpose of the Plan is (i) to provide certain key
employees of Barefoot Inc. (the "Company") and its Subsidiaries and certain
directors of the Company with a significant additional incentive through
equity participation to promote the financial success of the Company and (ii)
to provide an incentive that may be used to attract and retain able persons as
key employees and directors.
Section 2. Definitions.
Unless the context requires otherwise, when capitalized, the terms
listed below shall have the following meanings when used in the Plan:
2.1 "Board" means the Board of Directors of the Company, as
elected from time to time.
2.2 "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
2.3 "Committee" means the Compensation Committee of the Board, as
appointed from time to time, which shall consist of at least two Directors who
are (a) "disinterested persons" within the meaning of Rule 16b-3 under the
Exchange Act and (b) "outside directors" within the meaning of Section 162(m)
of the Code and the regulations and rulings thereunder.
2.4 "Company" means Barefoot Inc., a Delaware corporation, and any
other successor entity that has agreed to assume the obligations of the
Company under the Plan.
2.5 "Common Stock" means the Company's Common Stock, par value
$.01 per share, or the number and kind of shares of stock or other securities
into which such Common Stock may be changed in accordance with Section 7.3 of
the Plan.
<PAGE>
2.6 "Covered Employee" means any individual who, on the last
day of the Company's taxable year, is
(a) the chief executive officer of the Company or is
acting in such capacity; or
(b) among the four highest compensated officers (other than
the chief executive officer).
For this purpose, whether an individual is the chief executive officer or one
of the four highest compensated officers of the Company shall be determined
pursuant to the executive compensation disclosure rules under the Exchange
Act.
2.7 "Date of Grant" means the date an option becomes effective
under the terms of the governing Option Agreement.
2.8 "Director" means any member of the Board.
2.9 "Director Option" means an option not qualifying for treatment
as an ISO which is granted to an Eligible Director pursuant to Section 4.4 of
the Plan without any action by the Board or the Committee.
2.10 "Disability" means, as it relates to the exercise of an
Incentive Stock Option after termination of employment, a disability within
the meaning of Section 22(e)(3) of the Code, and for all other purposes, the
inability of a person to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for
a continuous period of not less than 12 months.
2.11 "Eligible Director" means, on any date, a person who is
serving as a Director and who is not an employee of the Company or of any
Subsidiary.
2.12 "Employment Termination Date" means the first date on which a
person ceases to be employed by the Company for any reason (including but not
limited to voluntary termination of employment, involuntary termination of
employment, retirement, disability, or death); provided, that the Committee
may determine whether and as of when an authorized leave of absence
constitutes a termination of employment for purposes of the Plan.
2.13 "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.
2.14 "Exercise Date" means the date upon which written notice of
the exercise of an option is received in proper form by the Company together
with full payment of the exercise price and in compliance with Section 6 of
the Plan.
2.15 "Expiration Date" means the date specified in the Option
Agreement as the expiration date of the option or, if no date is so specified,
subject to the provisions of Section 5.4 of the Plan, the day prior to the
tenth anniversary of the Date of Grant.
2.16 "Fair Market Value" as applied to the Common Stock means, as
of any date: (i) the last reported sale price of Common Stock on any national
securities exchange on which the Common Stock is listed, or, if not so listed,
as reported on The NASDAQ National Market, as of the nearest preceding day on
which there was a trade; or (ii) if the Common Stock is not so listed or
reported, the average mean of the closing bid and asked prices as reported by
the NASDAQ System or if not so reported as reported by the National Quotation
Bureau, as of the nearest preceding day on which there was a trade.
2.17 "Incentive Stock Option" or "ISO" means an option designated
as such in the Option Agreement and which qualifies as an incentive stock
option within the meaning of Section 422 of the Code.
2.18 "Key Employee" means a person, not covered by a collective
bargaining agreement, who is employed by the Company or a Subsidiary and who
has managerial, supervisory, or other significant responsibilities or
otherwise contributes substantially to the Company's business.
2.l9 "Option Agreement" means a written agreement (and any
amendments or supplements thereto) between the Company and a recipient of an
option grant designating the terms, conditions, rights, and duties relating to
an option, the form or forms of which are to be determined by the Committee
consistent with the provisions of the Plan.
2.20 "Participant" means a person selected by the Committee from
time to time to receive an option grant under the Plan.
2.21 "Plan" means the Barefoot Inc. Amended and Restated 1989
Stock Option Plan, as amended from time to time, except that for periods prior
to August 22, 1991, the term shall refer to the Plan as originally adopted on
March 31, 1989.
2.22 "Securities Act" means the Securities Act of 1933, as amended
from time to time.
2.23 "Significant Shareholder" is an employee who owns, directly
or indirectly, more than 10% of the combined voting power of all classes of
stock of the Company, any Subsidiary or any parent corporation of the Company
(as that term is defined in Section 424 of the Code).
2.24 "Subsidiary" shall have the meaning ascribed thereto in
Section 424 of the Code.
Section 3. Plan Administration.
The Plan shall be administered by the Committee. In accordance
with and subject to the provisions of the Plan, the Committee shall have the
authority and discretion to prescribe, amend and rescind rules and procedures
governing the administration of the Plan, including, but not limited to, the
full power and authority (i) to interpret the terms of the Plan, the terms of
options granted under the Plan and the rules and procedures established by the
Committee, and (ii) to determine the meaning of or requirements imposed by or
rights of any person under the Plan, any option granted under the Plan or any
rule or procedure established by the Committee. Each action of the Committee
that is within the scope of its authority under the Plan shall be binding on
all persons.
Section 4. Option Grants.
4.1 Authority to Grant Options. The Committee shall have the
authority to grant at any time to any Key Employee an option entitling such
person to purchase shares of Common Stock from the Company in such quantity,
at such price, on such terms and subject to such conditions consistent with
the provisions of the Plan as may be established by the Committee on or prior
to the date on which the Committee approves such option. Options granted to
Key Employees under the Plan may be either ISOs or nonqualified stock options.
Subject to the provisions of Section 7.3 of this Plan, no Key Employee shall
receive options covering more than 100,000 shares of Common Stock over any
one-year period.
4.2 Determination of Option Terms. The Committee shall have the
authority and discretion to determine the Key Employees to whom options shall
be granted under the Plan, the number of shares to be subject to each option
granted, the number of options to be awarded to each Key Employee and the time
at which each option shall be granted. Except as otherwise expressly provided
in the Plan, the Committee shall also have the power to determine, at the time
of the grant of each option to a Key Employee, all terms and conditions
governing the rights and obligations of the holder with respect to such
option, including but not limited to: (a) the purchase price per share or the
method by which the purchase price per share shall be determined; (b) the
length of the period during which the option may be exercised and any vesting
or other limitations on the number of shares purchasable under the option at
any given time during such period; (c) the times at which the option may be
exercised; (d) any conditions precedent to the exercise of the option; (e) any
restrictions on resale of any shares purchased upon exercise of the option;
and (f) whether any option granted to a Key Employee will or will not
constitute an ISO, with any options intended to qualify as ISOs to be
designated as such in the Option Agreement pertaining to such options.
4.3 Option Agreement. No person shall have any rights under any
option granted under the Plan unless and until the Company and the person to
whom such option is granted have executed and delivered an Option Agreement.
4.4 Director Options. Each person who is an Eligible Director on
the date the Plan is approved by the stockholders of the Company (the
"Effective Date") shall automatically be granted a Director Option to purchase
5,000 shares of Common Stock. After the Effective Date, on the first business
day following the date of each annual meeting of stockholders during the term
of the Plan, each Eligible Director shall automatically be granted a Director
Option to purchase 2,500 shares of Common Stock. Each Director Option shall
have an exercise price per share equal to the Fair Market Value of the Common
Stock on the date of grant. Each Director Option shall be exercisable six
months after the date of grant and shall remain exercisable until the earlier
to occur of (i) the tenth anniversary of the date of grant or (ii) the first
anniversary of the date the Eligible Director ceases to be a member of the
Board, except that if the Eligible Director ceases to be a member of the Board
after having been convicted of, or pled guilty or nolo contendere to, a
felony, his Director Options shall be cancelled on the date he ceases to be a
director. An Eligible Director may exercise a Director Option in the manner
described in Section 6.4 of the Plan.
Section 5. Option Terms.
5.1 Plan Provisions Control Option Terms. The terms of the Plan
shall govern all options granted under the Plan. In the event that any
provision in an Option Agreement conflicts with any term in the Plan, the term
in the Plan shall control.
5.2 Price Limitation for Incentive Stock Options. Except as
otherwise provided in Section 7.3 of the Plan, the price at which each share
may be purchased upon exercise of any ISO granted under the Plan may not be
less than 100% of the Fair Market Value of such share on the Date of Grant for
such option, or not less than 110% of such Fair Market Value if, as of the
Date of Grant, the recipient is a Significant Shareholder.
5.3 Value Limitation for Incentive Stock Options. To the extent
that the aggregate Fair Market Value (determined at the Date of Grant) of the
Common Stock for which any person may exercise options designated as ISOs for
the first time during any calendar year shall exceed $100,000, such options
shall be treated as options which are not ISOs. In applying this limitation,
options shall be taken into account in the order in which they were granted.
This Section 5.3 shall not be deemed to limit granting of options other than
ISOs.
5.4 Term Limitation. No option may be granted under the Plan which
may be exercised after the expiration of ten years from its Date of Grant and
no ISOs may be granted to any Significant Shareholder which may be exercised
after the expiration of five years from the Date of Grant.
5.5 Modification of Option After Grant. Except as otherwise
specifically permitted under the Plan, any option granted under the Plan to a
Key Employee may be modified after its Date of Grant only by express written
agreement between the Company and the Key Employee, provided that no change in
the terms of any option shall be made which is not approved by the Committee
or which is inconsistent with the terms of the Plan.
5.6 Code Section 162(m) Limitations. Notwithstanding any provision
contained herein, all options granted to Covered Employees under this Plan
must satisfy the following additional requirements:
(a) Under the terms of the option, the amount of
compensation that the Covered Employee may receive is based solely on an
increase in the value of the Common Stock after the grant of the option,
unless the grant of such option is contingent upon the attainment of a
performance goal that otherwise satisfies the requirements of Section
1.162-27(e)(2) of the final regulations promulgated under Section 162(m) of
the Code.
(b) The material terms of the compensation payable under the
options are disclosed to and subsequently approved by the stockholders of the
Company, in accordance with the provisions of Section 1.162-27(e)(4) of the
final regulations promulgated under Section 162(m) of the Code.
(c) To the extent required under the applicable provisions
of the final regulations promulgated under Section 162(m) of the Code, the
Committee certifies, in writing, prior to the payment of any compensation
under the options, that any required performance goals or any other material
terms of the options were in fact satisfied.
Section 6. Option Exercise.
6.1 Normal Option Term. No option granted under the Plan may
be exercised after the Expiration Date of the option.
6.2 Termination of Employment. If a Key Employee ceases his or her
employment with the Company or a Subsidiary, the Key Employee's options must
be exercised, if at all, within one year after the Key Employee's Employment
Termination Date if the termination is due to his or her death or Disability
or within three months after the Employment Termination Date if such
termination is for any other reason, provided that this Section 6.2 shall not
extend the exercisability of an option beyond its Expiration Date.
6.3 Acceleration of Exercise Time. The Committee in its sole
discretion shall have the right to permit the purchase of shares under any
option granted to a Key Employee prior to the time such option was to have
become exercisable under the terms of the Option Agreement covering such
option.
6.4 Manner of Option Exercise. Subject to the conditions contained
in the Plan and the Option Agreement, a Participant may exercise an option
granted under the Plan in whole or in part by delivering written notice to the
Company and paying the full exercise price for the shares of Common Stock to
be purchased. If a Participant exercises an option for some but not all shares
subject to the option, the right to exercise the option with respect to the
remaining shares shall continue until the option expires. A Participant shall
be required, as a condition precedent to his or her right to exercise an
option and at his or her expense, to supply the Committee with such evidence,
representations and agreements as the Committee may deem necessary or
desirable to establish his or her right to exercise such option and the
propriety of the sale of securities by reason of the exercise under the
Securities Act and any other laws or requirements of any governmental
authority. The Company shall not be obligated to issue any shares subject to
such option until all such materials have been received and determined to be
satisfactory in form and substance by the Committee.
6.5 Payment of Exercise Price. The exercise price of shares
purchased upon the exercise of an option granted under the Plan shall be paid
by the Participant in cash, whole shares of Common Stock or any combination of
cash and shares of Common Stock. Shares of Common Stock transferred by a
Participant to satisfy all or any portion of the exercise price may include
shares that are already owned by the Participant at the time of exercise as
well as, in the case of a Key Employee, shares that are to be acquired
pursuant to the exercise of the option concerned, and the value of any such
shares shall be their Fair Market Value on the Exercise Date. A Participant
may not transfer to the Company in satisfaction of the purchase price a number
of shares having a Fair Market Value greater than the purchase price.
6.6 Withholding Taxes. The Company or a Subsidiary shall be
entitled, if the Committee deems it necessary or desirable, to withhold (or
secure payment from the Participant in lieu of withholding) the amount
necessary to satisfy any withholding or employment-related tax obligation
attributable to the exercise of an option or otherwise incurred with respect
to the Plan or an option and the Company may defer delivery of any shares
pursuant to the exercise of an option unless indemnified to its satisfaction.
The Committee may, in its discretion and subject to such rules as the
Committee may adopt, permit a Key Employee to satisfy, in whole or in part,
any withholding or employment-related tax obligation which may arise in
connection with the grant, exercise or disposition of an option by electing to
have the Company withhold shares of Common Stock to be issued or by electing
to deliver to the Company shares of Common Stock, with such shares having a
value equal to their Fair Market Value.
6.7 Securities Law Compliance. Each option granted under the Plan
shall be subject to the condition that such option may not be exercised if the
Committee determines that the sale of securities upon exercise of the option
may violate the Securities Act or any other law or requirement of any
governmental authority. The Company shall not be deemed by reason of the
granting of any option under the Plan to have any obligation to register the
shares subject to such option under the Securities Act or to maintain in
effect any registration of such shares which may be made at any time.
Appropriate restrictive legends shall be placed on certificates representing
shares of Common Stock acquired upon the exercise of options, unless the
Committee determines upon the advice of counsel to the Company that such
legends are not required because of the existence of an effective registration
statement registering the shares issuable under the Plan or for other reasons.
6.8 Disposition of Common Stock Acquired Pursuant to ISO Exercise.
Prior to making a disposition (as defined in Section 424(c) of the Code) of
any shares of Common Stock acquired pursuant to the exercise of an ISO granted
under the Plan (i) before the expiration of two years after the Date of Grant
or (ii) before the expiration of one year after the Exercise Date and the date
on which such shares were transferred to the Participant pursuant to exercise
of the option, the Participant shall send written notice to the Company of the
proposed date of such disposition, the number of shares to be disposed of, the
amount of proceeds to be received from such disposition and any other
information relating to such disposition that the Company may reasonably
request. The Committee may, in its discretion, condition the right of a
Participant to make any such disposition on the receipt by the Company of all
amounts necessary to satisfy any withholding and employment-related tax
obligation attributable to such disposition. As a means of enforcing any such
requirement, the Committee may, in its discretion, cause any shares of Common
Stock issued upon exercise of an ISO to bear a legend restricting transfer (x)
until such time as the Company receives the amounts necessary to satisfy such
tax obligation or (y) until the later of the expiration of two years from the
Date of Grant or one year from the Exercise Date and the date on which such
shares were transferred to the Participant pursuant to exercise of the option.
Section 7. Shares Subject to the Plan.
7.1 Number Authorized. The maximum number of shares that shall be
reserved for issuance under the Plan shall be 2,300,000 shares of Common
Stock, subject to further adjustment upon changes in the Company's
capitalization as provided in Section 7.3 of the Plan. This authorization may
be increased from time to time by approval of the Board and the stockholders
of the Company. Shares of Common Stock that are issued upon exercise of
options shall be applied to reduce the maximum number of shares remaining
available for use under the Plan.
7.2 Unused Stock. Any shares of Common Stock that are subject to
an option that expires or for any reason is terminated shall automatically
become available for use under the Plan. For this purpose, to the extent that
any option is cancelled (as described in Section 1.162-27(e)(2)(vi)(B) of the
final regulations promulgated under Section 162(m) of the Code), such
cancelled option shall continue to be counted against the maximum number of
shares of Common Stock for which options may be granted to a Key Employee
under the Plan.
7.3 Capital Adjustments. The number and kind of shares subject to
outstanding options, the price for which shares may be purchased upon the
exercise of outstanding options and the number and kind of shares available
for future option grants under the Plan shall be appropriately and
proportionately adjusted to reflect any subsequent stock dividend, stock
split, combination or exchange of shares, merger, consolidation or other
change in capitalization determined by the Committee to be similar to any of
the foregoing changes in its substantive effect upon the Plan or the options
granted under the Plan. The Committee shall have the discretion to determine
that, following any such transaction, any option granted to a Key Employee
under the Plan will constitute only the right to receive the consideration
which the Key Employee would have received had he or she exercised the option
immediately prior to such transaction.
Section 8. Termination and Amendment.
8.1 Termination. The Board may terminate or suspend the Plan at
any time. If the Plan is not earlier terminated, it shall terminate on March
30, 1999. No option shall be granted under the Plan after the Plan's
termination, but the termination of the Plan shall not have any other effect
and any option outstanding at the time of the Plan's termination may be
exercised after such termination to the same extent that it would have been
exercisable had the Plan not been terminated.
8.2 Amendment. The Board may amend the Plan from time to time in
such respects as it may deem advisable in order that options under the Plan
shall conform to any change in applicable laws or regulations or in any other
respect the Board may deem to be in the best interests of the Company;
provided, however, that no such amendment shall be effective without approval
of the stockholders of the Company if stockholder approval of the amendment is
then required (a) to satisfy the requirements of Rule 16b-3 under the Exchange
Act, or any successor rule or regulation, (b) to satisfy applicable
requirements of the Code or (c) to satisfy applicable requirements of any
securities exchange on which are listed any of the Company's equity securities
or any requirements applicable to issuers whose securities are traded in The
NASDAQ National Market. No amendment may be made to Section 4.4 or any other
provision of the Plan relating to Director Options within six months of the
last date on which any such provision was amended. No amendment of the Plan
shall result in any Committee member's losing his status as a "disinterested
person" as defined in Rule 16b-3 under the Exchange Act or any successor rule
or regulation.
8.3 Effect on Outstanding Options. No termination, suspension or
amendment of the Plan shall alter or impair any outstanding options without
the consent of the Participant affected thereby; provided, however, that this
Section 8.3 shall not impair the right of the Committee to take whatever
action it deems appropriate if specifically authorized to do so under other
provisions of the Plan.
Section 9. Miscellaneous.
9.1 Nontransferability. During the lifetime of a Participant, no
option granted under the Plan shall be assignable or transferable or may be
exercised by any person other than the Participant. In the event of the death
of a Participant, his or her rights and interest in options shall pass by will
or the laws of descent and distribution, and amounts due the Participant shall
be paid to, and elections of the Participant made by, his or her
successors-in-interest, subject to the provisions of Section 6.2 of the Plan.
9.2 Rights as a Stockholder. A Participant shall not have any
rights as a stockholder with respect to shares issuable under any option
granted under the Plan until and unless such shares are issued and delivered
to the Participant.
9.3 No Right to Employment or Participation Conferred. Nothing in
the Plan or (in the absence of an express provision to the contrary) in any
Option Agreement shall confer on any Key Employee any right to continue in the
employment of the Company or a Subsidiary or interfere in any way with the
right of the Company or a Subsidiary to terminate a Key Employee's employment
at any time. Nothing in the Plan shall confer upon an Eligible Director any
right to continue to serve on the Board or to be nominated for re-election to
the Board.
9.4 No Limit on Other Compensation Arrangements. Nothing contained
in the Plan shall prevent the Company or a Subsidiary from adopting or
continuing in effect other or additional compensation arrangements, whether of
general or specific applicability.
9.5 Governing Law. The rights and obligations of any persons
having or claiming to have an interest under the Plan or any Option Agreement
shall be governed by and construed in accordance with the laws of the State of
Ohio (without giving effect to the conflict of laws principles thereof) in all
respects, including, without limitation, matters relating to the validity,
construction, interpretation, administration, effect, enforcement and remedies
provisions of the Plan and its rules and regulations, except to the extent
preempted by applicable federal law or to the extent the law of Delaware, the
Company's state of incorporation, controls the internal affairs of the Company
with respect to the Plan. The Company agrees to submit to the jurisdiction of
the state and federal courts of the State of Ohio with respect to matters
relating to the Plan and agrees not to raise or assert the defense that such
forum is not convenient.
<PAGE>
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EXHIBIT 5
Opinion of Vorys, Sater, Seymour
and Pease as to legality
<PAGE>
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Board of Directors
Barefoot Inc.
June 24, 1996
Page 2
(614) 464-6400
June 24, 1996
Board of Directors
Barefoot Inc.
450 West Wilson Bridge Road
Worthington, Ohio 43085
Gentlemen:
We are familiar with the proceedings taken and proposed to be
taken by Barefoot Inc., a Delaware corporation (the "Company"), in connection
with the institution and amendment of the Barefoot Inc. Amended and Restated
1989 Stock Option Plan (as amended, the "Plan"), the granting of options to
purchase shares of Common Stock, par value $0.01 per share (the "Common
Shares"), of the Company pursuant to the Plan and the issuance and sale of
Common Shares of the Company upon exercise of options granted and to be
granted under the Plan, as described in the Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission on June 24, 1996. The purpose of the Registration Statement is to
register an additional 500,000 Common Shares reserved for issuance under the
Plan pursuant to the provisions of the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.
In connection with this opinion, we have examined an original or
copy of, and have relied upon the accuracy of, without independent
verification or investigation: (a) the Registration Statement; (b) the Plan;
(c) the Company's Restated Certificate of Incorporation, as amended; (d) the
Company's Restated By-Laws; and (e) certain proceedings of the directors and
of the stockholders of the Company. We have also relied upon such
representations of the Company and officers of the Company and such
authorities of law as we have deemed relevant as a basis for this opinion.
<PAGE>
We have relied solely upon the examinations and inquiries recited
herein, and we have not undertaken any independent investigation to determine
the existence or absence of any facts, and no inference as to our knowledge
concerning such facts should be drawn.
Based upon and subject to the foregoing and the further
qualifications and limitations set forth below, as of the date hereof, we are
of the opinion that after the 500,000 Common Shares of the Company to be
registered under the Registration Statement have been issued and delivered by
the Company upon the exercise of options under the Plan against payment of the
purchase price therefor, in accordance with the terms of the Plan, said Common
Shares will be validly issued, fully paid and non-assessable, assuming
compliance with applicable federal and state securities laws.
This opinion is furnished by us solely for the benefit of the
Company in connection with the offering of the Common Shares pursuant to the
Plan and the filing of the Registration Statement and any amendments thereto.
This opinion may not be relied upon by any other person or assigned, quoted or
otherwise used without our specific written consent.
Notwithstanding the foregoing, we consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to us
therein.
Very truly yours,
VORYS, SATER, SEYMOUR AND PEASE
EXHIBIT 23(a)
CONSENT OF ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 28, 1996
included in Barefoot Inc.'s Form 10-K for the nine months ended December 31,
1995 and to all references to our Firm included in this registration
statement.
Columbus, Ohio
June 24, 1996. /S/ARTHUR ANDERSEN LLP
EXHIBIT 24
POWERS OF ATTORNEY
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of BAREFOOT INC., a Delaware corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on FORM S-8 for the registration of certain of its shares of Common Stock for
offering and sale pursuant to the Barefoot Inc. Amended and Restated 1989
Stock Option Plan hereby constitutes and appoints Patrick J. Norton, Michael
R. Goodrich and Elizabeth Turrell Farrar, and each of them, as 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, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact and agents,
and substitute or substitutes, 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 things that each of said
attorneys-in-fact and agents, or his, her or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
4th day of June, 1996.
/s/ Patrick J. Norton
Patrick J. Norton
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of BAREFOOT INC., a Delaware corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on FORM S-8 for the registration of certain of its shares of Common Stock for
offering and sale pursuant to the Barefoot Inc. Amended and Restated 1989
Stock Option Plan hereby constitutes and appoints Patrick J. Norton, Michael
R. Goodrich and Elizabeth Turrell Farrar, and each of them, as 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, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact and agents,
and substitute or substitutes, 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 things that each of said
attorneys-in-fact and agents, or his, her or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
4th day of June, 1996.
/s/ Michael R. Goodrich
Michael R. Goodrich
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of BAREFOOT INC., a Delaware corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on FORM S-8 for the registration of certain of its shares of Common Stock for
offering and sale pursuant to the Barefoot Inc. Amended and Restated 1989
Stock Option Plan hereby constitutes and appoints Patrick J. Norton, Michael
R. Goodrich and Elizabeth Turrell Farrar, and each of them, as 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, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact and agents,
and substitute or substitutes, 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 things that each of said
attorneys-in-fact and agents, or his, her or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
5th day of June, 1996.
/s/ Donald R. Brattain
Donald R. Brattain
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of BAREFOOT INC., a Delaware corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on FORM S-8 for the registration of certain of its shares of Common Stock for
offering and sale pursuant to the Barefoot Inc. Amended and Restated 1989
Stock Option Plan hereby constitutes and appoints Patrick J. Norton, Michael
R. Goodrich and Elizabeth Turrell Farrar, and each of them, as 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, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact and agents,
and substitute or substitutes, 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 things that each of said
attorneys-in-fact and agents, or his, her or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
4th day of June, 1996.
/s/ J. Martin Erbaugh
J. Martin Erbaugh
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of BAREFOOT INC., a Delaware corporation, which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on FORM S-8 for the registration of certain of its shares of Common Stock for
offering and sale pursuant to the Barefoot Inc. Amended and Restated 1989
Stock Option Plan hereby constitutes and appoints Patrick J. Norton, Michael
R. Goodrich and Elizabeth Turrell Farrar, and each of them, as 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, in any and all
capacities, to sign such Registration Statement and any and all amendments
thereto, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission and The
Nasdaq Stock Market, granting unto each of said attorneys-in-fact and agents,
and substitute or substitutes, 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 things that each of said
attorneys-in-fact and agents, or his, her or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
6th day of June, 1996.
/s/ William R. Griffin
William R. Griffin
