As filed with the Securities and Exchange Commission on March 18, 1998
Registration No. ___
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCOTT'S LIQUID GOLD-INC.
(Exact name of issuer as specified in its charter)
Colorado 84-0920811
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4880 Havana Street, Denver, CO 80239
(Address of Principal Executive Offices and Zip Code)
1997 STOCK OPTION PLAN
(Full title of plan)
Barry Shepard
Treasurer
Scott's Liquid Gold-Inc.
4880 Havana Street
Denver, Colorado 80239
(Name and address of agent for service)
(303) 373-4860
(Telephone number, including area code, of agent for service)
Copy to: Holland & Hart LLP
Attn: Mark R. Levy
555 Seventeenth Street, Suite 3200
Denver, Colorado 80202
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum maximum
Securities Amount to offering aggregate Amount of
to be be price per offering registration
registered registered share price fee
(1)
Common 300,000 $4.03125 $1,209,375 $356.77
Stock (2)
($.10 par
value)
(1) Plus such indeterminate number of shares as may be issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of 1933.
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee and based on the
average of the high and low sales prices for the Registrant's common stock
as reported on the New York Stock Exchange on March 16, 1998.
Exhibits Index on Page ___
Total Number of Pages ___
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This registration statement relates to the registration of 300,000 shares
of Common Stock, $.10 par value, of Scott's Liquid Gold-Inc. (the "Company")
available under the 1997 Stock Option Plan (the "Plan") of the Company. The
documents containing the information required by Part I of Form S-8 will be sent
or given to participants in the Plan as specified by Rule 428(b)(1) under the
Securities Act of 1933. In reliance on Rule 428, such documents (i) are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 and (ii) along with the documents incorporated
by reference into this registration statement pursuant to Item 3 of Part II
hereof, constitute a prospectus (the "Prospectus") that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in this
registration statement:
(1) The Company's Annual Report on Form 10-K, filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 for the year ended December
31, 1996, and Amendment No. 1 to that Report.
(2) The Company's Quarterly Reports on Form 10-Q, filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997.
(3) The Company's Reports on Form 8-K, dated June 5, 1997, December 30,
1997, January 5, 1998, January 19, 1998 and February 27, 1998, filed
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
All documents filed by the Company pursuant to Sections 13, 14 or 15(d) of
the Securities Exchange Act of 1934 subsequent to the date of this registration
statement, and prior to the filing of a post-effective amendment which indicates
that all shares offered hereby have been sold or which deregisters all shares
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing such
documents. Any statement contained in the Prospectus, this registration
statement or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
the Prospectus and this registration statement to the extent that a statement
contained in any 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 the Prospectus or this registration
statement.
Description of Securities:
The Company is authorized to issue 50,000,000 shares of the Company's
common stock, $.10 par value per share, which Common Stock is listed on the New
York Stock Exchange. The Company also has authorized 20,000,000 shares of
preferred stock. There are currently no outstanding shares of preferred stock.
This summary of certain provisions of the Common Stock and preferred stock of
the Company does not purport to be complete and is subject to, and qualified in
its entirety by, the provisions of the Company's Articles of Incorporation,
which is incorporated by reference as an exhibit to this registration statement,
and the provisions of applicable law.
Common Stock
Each outstanding share of Common Stock entitles the holder to one vote.
Cumulative voting in the election of directors is not permitted. A majority of
the Company's outstanding shares entitled to vote, when present in person or by
proxy, constitute a quorum at a meeting of shareholders. When a quorum is
present, the number of nominees equaling the number of directors to be elected
and having the highest number of votes cast in favor of their election are
elected to the Board of Directors. Except as otherwise required by law, if a
quorum is present, a matter is approved if the votes cast favoring the matter
exceed the votes cast opposing the matter.
Holders of shares of Common Stock are entitled to receive dividends if and
when declared by the Board out of funds legally available therefor, subject to
any preference that may be applicable to any then outstanding preferred stock.
Upon the voluntary or involuntary liquidation of the Company, holders of Common
Stock are entitled to receive ratably all assets remaining after payment of all
obligations of the Company and the liquidation preference of any then
outstanding preferred stock. Holders of Common Stock have no preemptive or
conversion rights to acquire securities of the Company. There are no redemption
or sinking fund provisions applicable to the Common Stock. The outstanding
shares of the Common Stock are fully paid and nonassessable, and the shares of
Common Stock to be issued upon completion of this offering will be fully paid
and nonassessable.
Preferred Stock
The Board of Directors has the authority, without further vote or action by
the shareholders (unless shareholder approval is required in a specific case by
applicable laws or regulations or stock exchange rules) to issue from time to
time up to 20,000,000 shares of preferred stock as one class without series or
in one or more series and to fix by resolution the designations, preferences,
limitations and relative rights of the one class or each such series. The class
as a whole or any series of preferred stock could, as determined by the Board of
Directors at the time of issuance, rank with respect to dividends, limited
voting rights, redemption and liquidation rights, senior to the Company's Common
Stock.
If issued, the preferred stock would have no voting rights except for the
following: (a) voting rights required by applicable law (which currently
provides for a vote of a class or series for certain amendments to the articles
of incorporation affecting the class or series), (b) voting rights which the
Board of Directors may grant to the class or a series of the preferred stock
with respect to any amendment of the Company's Articles of Incorporation which
adversely affects any right, preference or a limitation of the class or series,
and (c) voting rights which the Board of Directors may grant to the class or a
series of the preferred stock to elect a certain number of directors of the
Company if there is a failure to pay dividends on the class or series for a
period of time or to make a mandatory redemption payment when due for the class
or series. The terms, conditions and limitations of any such voting rights will
be determined by the Board of Directors, including the number of directors to be
elected and the time period for which there must be a failure to pay any
dividends for voting rights to occur.
Certain Effects of Authorized but Unissued Stock
The issuance of additional Common Stock or shares of preferred stock could
have the effect of diluting voting power per share or the book value per share
of the outstanding Common Stock. Also, the existence of unissued and unreserved
Common Stock or preferred stock could, in certain instances, render more
difficult or discourage a merger, tender offer or proxy contest, and thus
potentially have an "anti-takeover" effect. An issuance of stock can make
acquisition of a company more difficult or more costly. An issuance of stock
could deter the type of transactions that may be proposed or could discourage or
limit the shareholders' participation in certain type of transactions that might
be proposed (such as a tender offer), whether or not such transactions were
favored by the majority of the shareholders, and could enhance the ability of
officers and directors to retain their position. The Board of Directors of the
Company will, however, consider any proposals to acquire control of the Company
that may arise in the future in accordance with their fiduciary duties and their
judgment as to the best interests of the shareholders of the Company at that
time. The Company's Articles of Incorporation and Bylaws do not presently
contain provisions having an anti-takeover effect.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation provides that the Company shall
indemnify its directors and officers in connection with any action, suit or
proceeding to which the director may be a part by reason of being or having been
a director or officer of the Company, subject to certain exceptions.
Additionally, the Company has entered into Indemnification Agreements with it
directors and officers which provide that the Company will indemnify the
director and/or officer to the fullest extent permitted by the Colorado Business
Corporation Act. These provisions may be sufficiently broad to indemnify the
directors and officers of the Company for liabilities arising under the
Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description.
4.1 The Company's Articles of Incorporation,
incorporated by reference to Exhibit 3.1 of the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996.
4.2 The Company's Bylaws as amended through
February 27, 1996, incorporated by reference to
Exhibit 3.2 of the Company's Annual Report on Form
10-K for the year ended December 31, 1995.
4.3 Scott's Liquid Gold-Inc.'s 1997 Stock Option Plan.
4.5 Form of Incentive Stock Option Agreement for 1997
Stock Option Plan.
4.6 Form of Nonqualified Stock Option Agreement for
1997 Stock Option Plan.
5.1 Opinion of Holland & Hart LLP, counsel for the
Company.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2 Consent of Holland & Hart LLP (contained in their
opinion filed as Exhibit 5.1).
24 Powers of Attorney.
Item 9. Undertakings.
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;
(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
registration statement is on Form S-3 or Form S-8, and 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 the registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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.
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 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Denver, State of Colorado, on March 18, 1998.
SCOTT'S LIQUID GOLD-INC.
By:
Mark E. Goldstein, President
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 and on the dates indicated.
Date Name and Title
March Jerome J. Goldstein, )
18, 1998 Chairman of the Board )
)
March Mark E. Goldstein, )
18, 1998 Director, President, )
Principal Executive
Officer )
)
March Carolyn J. Anderson, )
18, 1998 Director ) By:
) Mark E. Goldstein, in the
March Barry Shepard, ) capacity indicated and
18, 1998 Director, Treasurer, ) Attorney-In-Fact for the
Principal Financial named Officers and named
Officer ) Directors, who constitute
) all
March Dennis H. Field, ) of the Directors of the
18, 1998 Director ) Company.
)
March Jeffry B. Johnson, )
18, 1998 Controller, Principal )
Accounting Officer )
)
March James F. Keane, )
18, 1998 Director )
)
March Michael J. Sheets, )
18, 1998 Director )
EXHIBITS INDEX
Exhibit Description Page
No.
4.1 The Company's Articles of Incorporation, N/A
incorporated by reference to Exhibit 3.1 of
the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1996.
4.2 The Company's Bylaws as amended through N/A
February 27, 1996, incorporated by
reference to Exhibit 3.2 of the Company's
Annual Report on Form 10-K for the year
ended December 31, 1995.
4.3 Scott's Liquid Gold-Inc.'s 1997 Stock
Option Plan.
4.5 Form of Incentive Stock Option Agreement
for 1997 Stock Option Plan.
4.6 Form of Nonqualified Stock Option Agreement
for 1997 Stock Option Plan.
5.1 Opinion of Holland & Hart LLP, counsel for
the Company.
23.1 Consent of Arthur Andersen LLP, Independent
Public Accountants.
23.2 Consent of Holland & Hart LLP (contained in N/A
their opinion filed as Exhibit 5.1).
24 Powers of Attorney.
SCOTT'S LIQUID GOLD-INC.
1997 STOCK OPTION PLAN
SECTION 1: PURPOSE
The purpose of the Scott's Liquid Gold-Inc. 1997 Stock Option Plan (the
"Plan") is to further the growth and development of Scott's Liquid Gold-Inc.
(the "Company") by affording an opportunity for stock ownership to selected
employees of the Company and its Subsidiaries who are responsible for the
performance of various duties for the Company or its Subsidiaries and/or who are
involved in endeavors significant to the success of the Company or its
Subsidiaries.
SECTION 2: DEFINITIONS
Unless otherwise indicated, the following words when used herein shall have
the following meanings:
(a) "Board of Directors" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
(c) "Common Stock" shall mean the Company's common stock (par value $0.10
per share) and any share or shares of the Company's capital stock
hereafter issued or issuable in substitution for such shares.
(d) "Director" shall mean a member of the Board of Directors.
(e) "Incentive Stock Option" shall mean any option granted to an eligible
employee under the Plan, which the Company intends at the time the
option is granted to be an Incentive Stock Option within the meaning
of Section 422 of the Code.
(f) "Nonqualified Stock Option" shall mean any option granted to an
eligible employee under the Plan which is not an Incentive Stock
Option.
(g) "Option" shall mean and refer collectively to Incentive Stock Options
and Nonqualified Stock Options.
(h) "Option Agreement" means the agreement specified in Section 7.2.
(i) "Optionee" shall mean any employee who is granted an Option under
the Plan. "Optionee" shall also mean the personal representative of
an Optionee and any other person who acquires the right to exercise
an Option by bequest or inheritance.
(j) "Parent" shall mean a parent corporation of the Company as defined in
Section 424(e) of the Code.
(k) "Subsidiary" shall mean a subsidiary corporation of the Company as
defined in Section 424(f) of the Code.
(l) "Termination for Cause" shall mean an involuntary severance of
employment on account of: (1) refusal to obey written or verbal
directions of a lawful and/or moral nature issued by a supervisor or
corporate officer or by the Board of Directors; (2) fraud or
dishonesty directed against the Company or any of its Subsidiaries;
(3) breach of any material obligation of nondisclosure or
confidentiality owed to the Company or any of its Subsidiaries,
including any such breach pertaining to rules and regulations of the
Securities and Exchange Commission; (4) commission of any criminal
offense which constitutes a felony in the jurisdiction in which the
offense is committed; or (5) violation of any Company rules or
regulations, such as those pertaining to attendance, which constitutes
grounds for dismissal.
SECTION 3: EFFECTIVE DATE
The effective date of the Plan is November 10, 1997; provided, however,
that the adoption of the Plan by the Board of Directors is subject to approval
and ratification by the shareholders of the Company within 12 months of the
effective date. Options granted under the Plan prior to approval of the Plan by
the shareholders of the Company shall be subject to approval of the Plan by the
shareholders of the Company.
SECTION 4: ADMINISTRATION
4.1 Administrative Committee. The Plan shall be administered by a
Committee appointed by and serving at the pleasure of the Board of Directors,
consisting of not fewer than two Directors (the "Committee"). The Committee
may, but need not, be the existing Compensation Committee of the Board of
Directors. The Board of Directors may from time to time remove members from
or add members to the Committee, and vacancies on the Committee, howsoever
caused, shall be filled by the Board of Directors.
4.2 Committee Meetings and Actions. The Committee shall hold meetings
at such times and places as it may determine. A majority of the members of the
Committee shall constitute a quorum, and the acts of the majority of the members
present at a meeting or a consent in writing signed by all members of the
Committee shall be the acts of the Committee and, subject to Board of Directors'
approval or ratification, shall be final, binding and conclusive upon all
persons, including the Company, its Subsidiaries, its shareholders, and all
persons having any interest in Options which may be or have been granted
pursuant to the Plan.
4.3 Powers of Committee. The Committee shall recommend to the Board specific
Option grants and determine terms and conditions of all Options granted under
the Plan and shall recommend amendments and/or deletions of rules and
regulations for administration of the Plan. In recommending Option grants, the
Committee shall take into consideration the contribution the Optionee has made
or may make to the success of the Company or its Subsidiaries and such other
factors as the Committee shall determine.
4.4 Interpretation of Plan. The determination of the Committee as to any
disputed question arising under the Plan, including questions of construction
and interpretation, shall be final, binding and conclusive upon all persons,
including the Company, its Subsidiaries, its shareholders, and all persons
having any interest in Options which may be or have been granted pursuant to the
Plan.
4.5 Indemnification. Each person who is or shall have been a member of the
Committee or of the Board of Directors shall be indemnified and held harmless by
the Company against and from any loss, cost, liability or expense that may be
imposed upon or reasonably incurred in connection with or resulting from any
claim, action, suit or proceeding to which such person may be a party or in
which such person may be involved by reason of any action taken or failure to
act under the Plan and against and from any and all amounts paid in settlement
thereof, with the Company's approval, or paid in satisfaction of a judgment in
any such action, suit or proceeding against him, provided such person shall give
the Company an opportunity, at its own expense, to handle and defend the same
before undertaking to handle and defend it on such person's own behalf. The
foregoing right of indemnification shall not be exclusive of, and is in addition
to, any other rights of indemnification to which any person may be entitled
under the Company's Articles of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.
SECTION 5: STOCK SUBJECT TO THE PLAN
5.1 Number. The aggregate number of shares of Common Stock which may be
issued under Options granted pursuant to the Plan shall not exceed 300,000
shares. Shares which may be issued under Options may consist, in whole or in
part, of authorized but unissued stock or treasury stock of the Company not
reserved for any other purpose.
5.2 Unused Stock. If any outstanding Option under the Plan expires or for
any other reason ceases to be exercisable, in whole or in part, other than upon
exercise of the Option, the shares which were subject to such Option and as to
which the Option had not been exercised shall continue to be available under the
Plan.
5.3 Adjustment for Change in Outstanding Shares. If there is any change,
increase or decrease, in the outstanding shares of Common Stock which is
effected without receipt of additional consideration by the Company, by reason
of a stock dividend, recapitalization, merger, consolidation, stock split,
combination or exchange of stock, or other similar circumstances, then in
each such event, the Committee shall make an appropriate adjustment in the
aggregate number of shares of stock available under the Plan, the number of
shares of stock subject to each outstanding Option and the Option prices in
order to prevent the dilution or enlargement of any Optionee's rights. In
making such adjustments, fractional shares shall be rounded to the nearest whole
share. The Committee's determinations in making adjustments shall be final and
conclusive.
5.4 Reorganization or Sale of Assets. If the Company is merged or
consolidated with another corporation and the Company is not the surviving
corporation, or if all or substantially all of the assets of the Company are
acquired by another entity, or if the Company is liquidated or reorganized
(each of such events being referred to hereinafter as a "Reorganization Event"),
the Committee shall, as to outstanding Options, either: (1) make appropriate
provision for the protection of any such outstanding Options by the substitution
on an equitable basis of appropriate stock of the Company, or of the merged,
consolidated or otherwise reorganized corporation, which will be issuable in
respect of the Common Stock, provided that no additional benefits shall be
conferred upon Optionees as a result of such substitution, and provided further
that the excess of the aggregate fair market value of the shares subject to the
Options immediately after such substitution over the purchase price thereof is
not more than the excess of the aggregate fair market value of the shares
subject to such Options immediately before such substitution over the purchase
price thereof: or (2) upon written notice to all Optionees, which notice shall
be given not less than twenty days prior to the effective date of the
Reorganization Event, provide that all unexercised Options must be exercised
within a specified number of days (which shall not be less than ten) of the
date of such notice or such Options will terminate. In response to a notice
provided pursuant to clause (2) of the preceding sentence, an Optionee may make
an irrevocable election to exercise the Optionee's Option contingent upon and
effective as of the effective date of the Reorganization Event. The Committee
may, in its sole discretion, accelerate the exercise dates of outstanding
Options in connection with any Reorganization Event.
SECTION 6: ELIGIBILITY
All full-time salaried and hourly-rated employees of the Company and its
Subsidiaries who are responsible for the performance of various duties for the
Company or its Subsidiaries and/or who are involved in endeavors significant to
the success of the Company or its Subsidiaries shall be eligible to receive both
Incentive Stock Options and Nonqualified Stock Options under the Plan; provided,
however, that the officers of the Company shall not be eligible to receive
Options under the Plan. For purposes of this Section 6, a full-time employee
shall be any employee of the Company or any of its Subsidiaries who is regularly
scheduled to work at least forty hours per week.
SECTION 7: GRANT OF OPTIONS
7.1 Grant of Options. The Committee may from time to time in its
discretion determine which of the eligible employees of the Company or its
Subsidiaries should receive Options, the type of Options to be granted (whether
Incentive Stock Options or Nonqualified Stock Options), the number of shares
subject to such Options, and the dates on which such Options are to be granted.
No employee may be granted Incentive Stock Options to the extent that the
aggregate fair market value (determined as of the time each Option is granted)
of the Common Stock with respect to which any such Incentive Stock Options are
exercisable for the first time during a calendar year (under all incentive stock
option plans of the Company and its Parent and Subsidiaries) would exceed
$100,000.
7.2 Option Agreement. Each Option granted under the Plan shall be
evidenced by a written Option Agreement setting forth the terms upon which
the Option is granted. Each Option Agreement shall designate the type of
Options being granted (whether Incentive Stock Options or Nonqualified Stock
Options), and shall state the number of shares of Common Stock, as designated
by the Committee, to which that Option pertains. More than one Option may be
granted to an eligible person.
7.3 Option Price. The option price per share of Common Stock under each
Option shall be determined by the Committee and stated in the Option Agreement.
The option price for Incentive Stock Options granted under the Plan shall not be
less than 100% of the fair market value (determined as of the day the Option is
granted) of the shares subject to the Option. The option price for Nonqualified
Stock Options granted under the Plan shall not be less than 85% of the fair
market value (determined as of the day the Option is granted) of the shares
subject to the Option. Notwithstanding the foregoing, in no event shall the
option price per share be less than the par value of the Common Stock.
7.4 Determination of Fair Market Value. If the Common Stock (which is
currently listed on the New York Stock Exchange) is listed upon an established
stock exchange, then the fair market value per share shall be deemed to be the
quoted closing price of the Common Stock on such stock exchange on the day for
which the determination is made, or if no sales of the Common Stock shall have
been made on the stock exchange on that day, on the next preceding day on which
there was such a sale. If the Common Stock is listed upon more than one
established stock exchange, the fair market value per share shall be deemed to
be the average of the quoted closing prices of the Common Stock on all such
stock exchanges on the day for which the determination is made, determined for
each such stock exchange in accordance with the preceding sentence. If the
Common Stock is not listed upon any established stock exchange but is traded in
the NASDAQ National Market System, the fair market value per share shall be
deemed to be the closing price of the Common Stock in the National Market System
on the day for which the determination is made, or if there shall have been no
trading of the Common Stock on that day, on the next preceding day on which
there was such trading. If the Common Stock is not listed upon any established
stock exchange and is not traded in the National Market System, the fair market
value per share shall be deemed to be the mean between the dealer "bid" and
"ask" closing prices of the Common Stock on the NASDAQ System on the day for
which the determination is made, or if there shall have been no trading of the
Common Stock on that day, on the next preceding day on which there was such
trading. If none of these conditions apply, the fair market value per share
shall be deemed to be an amount as determined in good faith by the Committee by
applying any reasonable valuation method.
7.5 Duration of Options. Each Option shall be of a duration as specified
in the Option Agreement; provided, however, that the term of each Option shall
be no more than ten years from the date on which the Option is granted and
shall be subject to early termination as provided herein.
7.6 Additional Limitations on Grant. No Incentive Stock Option shall be
granted to an employee who, at the time the Incentive Stock Option is granted,
owns stock (as determined in accordance with Section 424(d) of the Code)
representing more than 10% of the total combined voting power of all classes of
stock of the Company or of any Parent or Subsidiary, unless the option price of
such Incentive Stock Option is at least 110% of the fair market value
(determined as of the day the Incentive Stock Option is granted) of the stock
subject to the Incentive Stock Option and the Incentive Stock Option by its
terms is not exercisable more than five years from the date it is granted.
7.7 Other Terms and Conditions. The Option Agreement may contain such
other provisions, which shall not be inconsistent with the Plan, as the
Committee shall deem appropriate, including, without limitation, provisions
that relate the Optionee's ability to exercise an Option to the passage of
time or the achievement of specific goals established by the Committee or the
occurrence of certain events specified by the Committee.
SECTION 8: EXERCISE OF OPTIONS
8.1 Manner of Exercise. Subject to the limitations and conditions of the
Plan or the Option Agreement, an Option shall be exercisable, in whole or in
part, from time to time, by giving written notice of exercise to the Secretary
of the Company, which notice shall specify the number of shares of Common Stock
to be purchased and shall be accompanied by: (1) payment in full to the Company
of the purchase price of the shares to be purchased; plus (2) payment in full
of such amount as the Company shall determine to be sufficient to satisfy any
liability it may have for any withholding of federal, state or local income or
other taxes incurred by reason of the exercise of the Option; and (3) a
representation meeting the requirements of Section 11.2 if requested by the
Company.
8.2 Payment of Purchase Price. Payment for shares and withholding taxes
shall be in the form of either: (1) cash; or (2) a personal check to the order
of the Company; or (3) shares of the Common Stock, properly endorsed to the
Company, in an amount the fair market value of which on the date of receipt by
the Company (as determined in accordance with Section 7.4) equals or exceeds
the aggregate option price of the shares with respect to which the Option is
being exercised; or (4) in any combination thereof; provided, however, that
no payment may be made in shares of Common Stock unless payment in such form
and upon such exercise has been approved in advance by the Committee and
approved by the Board.
SECTION 9: EFFECT OF TERMINATION OF EMPLOYMENT
9.1 Termination of Employment Other Than Upon Death or Disability and
Other Than Termination for Cause. Upon termination of an Optionee's employment
with the Company or a Subsidiary other than upon death or disability (within the
meaning of Section 22(e)(3) of the Code) and other than a Termination for Cause,
an Optionee may, at any time within three months after the date of termination
but not later than the date of expiration of the Option, exercise the Option to
the extent the Optionee was entitled to do so on the date of termination. Any
Options not exercisable as of the date of termination and any Options or
portions of Options of terminated Optionees not exercised within the period
specified herein shall terminate.
9.2 Termination By Death of Optionee. If an Optionee shall die while in
the employ of the Company or a Subsidiary or within a period of three months
after the termination of employment with the Company or a Subsidiary under
circumstances to which Section 9.1 applies, the personal representatives of the
Optionee's estate or the person or persons who shall have acquired the Option
from the Optionee by bequest or inheritance may exercise the Option at any time
within the year after the date of death but not later than the expiration date
of the Option, to the extent the Optionee was entitled to do so on the date of
death. Any Options not exercisable as of the date of death and any Options or
portions of Options of deceased Optionees not exercised within the period
specified herein shall terminate.
9.3 Termination By Disability of Optionee. Upon termination of an
Optionee's employment with the Company or a Subsidiary by reason of the
Optionee's disability (within the meaning of Section 22(e)(3) of the Code),
the Optionee may exercise the Option at any time within one year after the
date of termination but not later than the expiration date of the Option,
to the extent the Optionee was entitled to do so on the date of termination.
Any Options not exercisable as of the date of termination and any Options or
portions of Options of disabled Optionees not exercised within the period
specified herein shall terminate.
9.4 Other Terminations. Upon termination of an Optionee's employment
with the Company or a Subsidiary under circumstances other than those set forth
in Sections 9.1, 9.2 or 9.3, including without limitation a Termination for
Cause, Options granted to the Optionee shall terminate immediately.
9.5 Extension of Option Termination Date. No option granted under this
Plan may be extended by either the Committee or the Board.
SECTION 10: NON-TRANSFERABILITY OF OPTION
Options granted pursuant to the Plan are not transferable by the Optionee
other than by Will or the laws of descent and distribution and shall be
exercisable during the Optionee's lifetime only by the Optionee. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the
Option contrary to the provisions hereof, or upon the levy of any attachment or
similar process upon the Option, the Option shall immediately become null and
void.
SECTION 11: ISSUANCE OF SHARES
11.1 Transfer of Shares to Optionee. As soon as practicable after the
Optionee has given the Company written notice of exercise of an Option and has
otherwise met the requirements of Section 8.1, the Company shall issue or
transfer to the Optionee the number of shares of Common Stock as to which the
Option has been exercised and shall deliver to the Optionee a certificate or
certificates therefor, registered in the Optionee's name. In no event shall
the Company be required to transfer fractional shares to the Optionee, and in
lieu thereof, the Company may pay an amount in cash equal to the fair market
value (as determined in accordance with Section 7.4) of such fractional shares
on the date of exercise. If the issuance or transfer of shares by the Company
would for any reason, in the opinion of counsel for the Company, violate any
applicable federal or state laws or regulations, the Company may delay issuance
or transfer of such shares to the Optionee until compliance with such laws can
reasonably be obtained. In no event shall the Company be obligated to effect
or obtain any listing, registration, qualification, consent or approval under
any applicable federal or state laws or regulations or any contract or agreement
to which the Company is a party with respect to the issuance of any such shares.
11.2 Investment Representation. Upon demand by the Company, the Optionee
shall deliver to the Company a representation in writing that the purchase of
all shares with respect to which notice of exercise of the Option has been given
by the Optionee is being made for investment only and not for resale or with a
view to distribution, and containing such other representations and provisions
with respect thereto as the Company may require. Upon such demand, delivery of
such representation promptly and prior to the transfer or delivery of any such
shares and prior to the expiration of the option period shall be a condition
precedent to the right to purchase such shares.
SECTION 12: AMENDMENTS
The Board of Directors may at any time and from time to time alter, amend,
suspend or terminate the Plan or any part thereof as it may deem proper, except
that no such action shall diminish or impair the rights under an Option
previously granted. Unless the shareholders of the Company shall have given
their approval, the total number of shares for which Options may be issued under
the Plan shall not be increased, except as provided in Section 5.3, and no
amendment shall be made which reduces the price at which the Common Stock may be
offered under the Plan below the minimum required by Section 7.3, except as
provided in Section 5.3, or which materially modifies the requirements as to
eligibility for participation in the Plan. Subject to the terms and conditions
of the Plan, the Board of Directors may modify, extend or renew outstanding
Options granted under the Plan, or accept the surrender of outstanding Options
to the extent not theretofore exercised and authorize the granting of new
Options in substitution therefor, except that no such action shall diminish or
impair the rights under an Option previously granted without the consent of the
Optionee.
SECTION 13: TERM OF PLAN
This Plan shall terminate on November 9, 2007; provided, however, that the
Board of Directors may at any time prior thereto suspend or terminate the Plan.
SECTION 14: RIGHTS AS STOCKHOLDER
An Optionee shall have no rights as a stockholder of the Company with
respect to any shares of Common Stock covered by an Option until the date of the
issuance of the stock certificate for such shares.
SECTION 15: NO EMPLOYMENT RIGHTS
Nothing contained in this Plan or in any Option granted under the Plan
shall confer upon any Optionee any right with respect to the continuation of
such Optionee's employment by the Company or any Subsidiary or interfere in any
way with the right of the Company or any Subsidiary, subject to the terms of any
separate employment agreement to the contrary, at any time to terminate such
employment or to increase or decrease the compensation of the Optionee from the
rate in existence at the time of the grant of the Option.
SECTION 16: GOVERNING LAW
This Plan, and all Options granted under this Plan, shall be construed and
shall take effect in accordance with the laws of the State of Colorado, without
regard to the conflicts of laws rules of such State.
EXHIBIT 4.5
INCENTIVE STOCK OPTION AGREEMENT
OPTIONEE:
DATE OF GRANT:
AGREEMENT between Scott's Liquid Gold-Inc. (the "Company"), and the above
named Optionee ("Optionee"), an employee of the Company or a Subsidiary thereof.
The Company and Optionee agree as follows:
1. Grant of Option.
Optionee is hereby granted an Incentive Stock Option, within the meaning of
Section 422 of the Code (the "Option"), to purchase Common Stock of the Company
pursuant to the Scott's Liquid Gold-Inc. 1997 Stock Option Plan (the "Plan").
The Option and this Agreement are subject to and shall be construed in
accordance with the terms and conditions of the Plan, as now or hereinafter in
effect. Any terms which are used in this Agreement without being defined and
which are defined in the Plan shall have the meaning specified in the Plan.
2. Date of Grant.
The date of the grant of the Option is the date first set
forth above, the date of the action by the Committee which administers the Plan
(the "Committee") in granting the same.
3. Number and Price of Shares.
The number of shares as to which the Option is granted is
the number set forth in Schedule 3A to this Agreement. The purchase price per
share is the amount set forth in Schedule 3B to this Agreement.
4. Expiration Date.
Unless sooner terminated as provided in Section 5.4 or
Section 9 of the Plan, the Option shall expire and terminate on the date set
forth in Schedule 4 to this Agreement, and in no event shall the Option be
exercisable after that date.
5. Manner of Exercise.
Except as provided in this Agreement, the Option shall be
exercisable, in whole or in part, from time to time, in the manner provided in
Section 8 of the Plan.
6. Time of Exercise.
The Option granted hereby shall become vested in and exercisable by
Optionee in the installments, on the dates and subject to the conditions set
forth in Schedule 6 to this Agreement; provided, however, that Optionee must
have been continuously employed by the Company or a Subsidiary thereof from
the date of grant of the Option until the date specified on Schedule 6 or until
the conditions specified on Schedule 6 have been satisfied.
7. Nontransferability of Option.
The Option is not transferable by Optionee other than by
Will or the laws of descent and distribution, and the Option shall be
exercisable during Optionee's lifetime only by Optionee. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of the Option
contrary to the provisions hereof, or upon the levy of any attachment or similar
process upon the Option, the Option shall immediately become null and void.
8. Withholding for Taxes.
Optionee shall reimburse the Company, in cash or by certified or bank
cashier's check, for any federal, state or local taxes required by law to be
withheld with respect to the exercise of the Option or any disqualifying
disposition of the Common Stock acquired upon exercise of the Option. The
Company or the Subsidiary by whom Optionee is employed shall have the right to
deduct from any salary or other payments to be made to Optionee any federal,
state or local taxes required by law to be so withheld. The Company's
obligation to deliver a certificate representing the Common Stock acquired upon
exercise of the Option is subject to the payment by Optionee of any applicable
federal, state and local withholding tax.
9. Legends.
Certificates representing Common Stock acquired upon exercise of this
Option may contain such legends and transfer restrictions as the Company shall
deem reasonably necessary or desirable, including, without limitation, legends
restricting transfer of the Common Stock until there has been compliance with
federal and state securities laws and until Optionee or any other holder of the
Common Stock has paid the Company such amounts as may be necessary in order to
satisfy any withholding tax liability of the Company resulting from a
disqualifying disposition described in Section 422(a) of the Code.
10. Employee Benefits.
Optionee agrees that the grant and vesting of the Option and the receipt of
shares of Common Stock upon exercise of the Option will constitute special
incentive compensation that will not be taken into account as "salary" or
"compensation" or "bonus" in determining the amount of any payment under any
pension, retirement, profit sharing or other remuneration plan of the Company or
any Subsidiary.
11. Amendment.
Subject to the terms and conditions of the Plan, the Committee may modify,
extend or renew the Option, or accept the surrender of the Option to the extent
not theretofore exercised and authorize the granting of new Options in
substitution therefor, except that no such action shall diminish or impair the
rights under the Option without the consent of the Optionee.
12. Interpretation.
The interpretations and constructions of any provision of and
determinations on any question arising under the Plan or this
Agreement shall be made by the Committee, and all such interpretations,
constructions and determinations shall be final and conclusive as to all
parties.
13. Receipt of Plan.
By entering into this Agreement, Optionee acknowledges: (i) that he or she
has received and read a copy of the Plan; and (ii) that this Agreement is
subject to and shall be construed in accordance with the terms and conditions of
the Plan, as now or hereinafter in effect.
14. Governing Law.
This Agreement shall be construed and shall take effect in accordance with
the laws of the State of Colorado, without regard to the conflicts of laws rules
of such State.
15. Miscellaneous.
This Agreement constitutes the entire understanding and
agreement of the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous agreements or understandings,
inducements or conditions, express or implied, written or oral, between the
parties with respect hereto. If any provision of this Agreement, or the
application thereof, shall for any reason and to any extent be invalid or
unenforceable, the remainder of this Agreement and the application of such
provision to other circumstances shall be interpreted so as best to reasonably
effect the intent of the parties hereto. All notices or other communications
which are required to be given or may be given to either party pursuant to the
terms of this Agreement shall be in writing and shall be delivered personally or
by registered or certified mail, postage prepaid, to the address of the parties
as set forth following the signature of such party. Notice shall be deemed given
on the date of delivery in the case of personal delivery or on the delivery or
refusal date as specified on the return receipt in the case of registered or
certified mail. Either party may change its address for such communications by
giving notice thereof to the other party in conformity with this Section 15.
IN WITNESS WHEREOF, the Company by a duly authorized officer of the Company
and Optionee have executed this Agreement on _____________, effective as of the
date of grant.
SCOTT'S LIQUID GOLD-INC.
By:
Title:
OPTIONEE
Address:
SCHEDULES
to
INCENTIVE STOCK OPTION AGREEMENT
Schedule
3A Number of Shares of Stock:
3B Purchase Price per Share:
4 Expiration Date:
6 Vesting Schedule:
Number of Shares
Date Which Become Exercisable
____________ ____________
____________ ____________
____________ ____________
____________ ____________
____________ ____________
____________ ____________
____________ ____________
____________ ____________
____________ ____________
____________ ____________
Additional Conditions to Vesting: Notwithstanding the foregoing, no
portion of the Option shall be vested and exercisable until the following
conditions have been satisfied:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
EXHBIT 4.6
NONQUALIFIED STOCK OPTION AGREEMENT
OPTIONEE:
DATE OF GRANT:
AGREEMENT between Scott's Liquid Gold-Inc. (the "Company"), and the above
named Optionee ("Optionee"), an employee of the Company or a Subsidiary thereof.
The Company and Optionee agree as follows:
1. Grant of Option.
Optionee is hereby granted a Nonqualified Stock Option (the "Option") to
purchase Common Stock of the Company pursuant to the Scott's Liquid Gold-Inc.
1997 Stock Option Plan (the "Plan"). The Option is not intended to qualify as
an Incentive Stock Option within the meaning of Section 422 of the Code. The
Option and this Agreement are subject to and shall be construed in accordance
with the terms and conditions of the Plan, as now or hereinafter in effect. Any
terms which are used in this Agreement without being defined and which are
defined in the Plan shall have the meaning specified in the Plan.
2. Date of Grant.
The date of the grant of the Option is the date first set forth above, the
date of the action by the Committee which administers the Plan (the "Committee")
in granting the same.
3. Number and Price of Shares.
The number of shares as to which the Option is granted is the number set
forth in Schedule 3A to this Agreement. The purchase price per share is the
amount set forth in Schedule 3B to this Agreement.
4. Expiration Date. as provided in Section 5.4 or Section 9 of the Plan,
the
Option shall expire and terminate on the date set forth in Schedule 4 to this
Agreement, and in no event shall the Option be exercisable after that date.
5. Manner of Exercise.
Except as provided in this Agreement, the Option shall be exercisable, in
whole or in part, from time to time, in the manner provided in Section 8 of the
Plan.
6. Time of Exercise.
The Option granted hereby shall become vested in and exercisable by
Optionee in the installments, on the dates and subject to the conditions set
forth in Schedule 6 to this Agreement; provided, however, that Optionee must
have been continuously employed by the Company or a Subsidiary thereof from the
date of grant of the Option until the date specified on Schedule 6 or until the
conditions specified on Schedule 6 have been satisfied.
7. Nontransferability of Option.
The Option is not transferable by Optionee other than by Will or the laws
of descent and distribution, and the Option shall be exercisable during
Optionee's lifetime only by Optionee. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of the Option contrary to the
provisions hereof, or upon the levy of any attachment or similar process upon
the Option, the Option shall immediately become null and void.
8. Withholding for Taxes.
Optionee shall reimburse the Company, in cash or by certified or bank
cashier's check, for any federal, state or local taxes required by law to be
withheld with respect to the exercise of the Option. The Company or the
Subsidiary by whom Optionee is employed shall have the right to deduct from any
salary or other payments to be made to Optionee any federal, state or local
taxes required by law to be so withheld. The Company's obligation to deliver a
certificate representing the Common Stock acquired upon exercise of the Option
is subject to the payment by Optionee of any applicable federal, state and local
withholding tax.
9. Legends.
Certificates representing Common Stock acquired upon exercise of this
Option may contain such legends and transfer restrictions as the Company shall
deem reasonably necessary or desirable, including, without limitation, legends
restricting transfer of the Common Stock until there has been compliance with
federal and state securities laws.
10. Employee Benefits.
Optionee agrees that the grant and vesting of the Option and the receipt of
shares of Common Stock upon exercise of the Option will constitute special
incentive compensation that will not be taken into account as "salary" or
"compensation" or "bonus" in determining the amount of any payment under any
pension, retirement, profit sharing or other remuneration plan of the Company or
any Subsidiary.
11. Amendment.
Subject to the terms and conditions of the Plan, the Committee may modify,
extend or renew the Option, or accept the surrender of the Option to the extent
not theretofore exercised and authorize the granting of new Options in
substitution therefor, except that no such action shall diminish or impair the
rights under the Option without the consent of the Optionee.
12. Interpretation.
The interpretations and constructions of any provision of and
determinations on any question arising under the Plan or this Agreement shall be
made by the Committee, and all such interpretations, constructions and
determinations shall be final and conclusive as to all parties.
13. Receipt of Plan.
By entering into this Agreement, Optionee acknowledges: (i) that he or she
has received and read a copy of the Plan; and (ii) that this Agreement is
subject to and shall be construed in accordance with the terms and conditions of
the Plan, as now or hereinafter in effect.
14. Governing Law.
This Agreement shall be construed and shall take effect in accordance with
the laws of the State of Colorado, without regard to the conflicts of laws rules
of such State.
15. Miscellaneous.
This Agreement constitutes the entire understanding and agreement of the
parties with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements or understandings, inducements or conditions, express
or implied, written or oral, between the parties with respect hereto. If any
provision of this Agreement, or the application thereof, shall for any reason
and to any extent be invalid or unenforceable, the remainder of this Agreement
and the application of such provision to other circumstances shall be
interpreted so as best to reasonably effect the intent of the parties hereto.
All notices or other communications which are required to be given or may be
given to either party pursuant to the terms of this Agreement shall be in
writing and shall be delivered personally or by registered or certified mail,
postage prepaid, to the address of the parties as set forth following the
signature of such party. Notice shall be deemed given on the date of delivery
in the case of personal delivery or on the delivery or refusal date as specified
on the return receipt in the case of registered or certified mail. Either party
may change its address for such communications by giving notice thereof to the
other party in conformity with this Section 15.
IN WITNESS WHEREOF, the Company by a duly authorized officer of the Company and
Optionee have executed this Agreement on _____________, effective as of the date
of grant.
SCOTT'S LIQUID GOLD-INC.
By:
Title:
OPTIONEE
Address:
SCHEDULES
to
NONQUALIFIED STOCK OPTION AGREEMENT
Schedule
3A Number of Shares of Stock:
3B Purchase Price per Share:
4 Expiration Date:
6 Vesting Schedule:
Number of Shares
Date Which Become Exercisable
____________ ____________
____________ ____________
____________ ____________
____________ ____________
____________ ____________
____________ ____________
____________ ____________
____________ ____________
____________ ____________
____________ ____________
Additional Conditions to Vesting: Notwithstanding the foregoing, no
portion of the Option shall be vested and exercisable until the following
conditions have been satisfied:
________________________________________________________________________________
________________________________________________________________________________
________________________________
EXHIBIT 5.1
March 18, 1998
Board of Directors
Scott's Liquid Gold-Inc.
4880 Havana Street
Denver, CO 80239
To the Board of Directors:
As counsel for Scott's Liquid Gold-Inc. (the "Company"), a Colorado
corporation, we have examined and are familiar with its Articles of
Incorporation, its Bylaws and its various corporate records and procedures
relating to its incorporation. We are also familiar with the procedures taken
by the Board of Directors of the Company to adopt the Scott's Liquid Gold-Inc.
1997 Stock Option Plan (the "Plan"), effective November 10, 1997. Pursuant to
the terms and conditions set forth in the Plan, the Company may issue and sell
up to 300,000 shares of its Common Stock (par value $.10 per share),
respectively, subject to possible adjustment, to eligible employees of the
Company and its subsidiaries. The Plan specifically requires shareholder
approval of the Plan within 12 months of its effective date. We also have
examined such other matters and have made such other inquiries as we deem
relevant to our opinions expressed below.
We are of the opinion that the total 300,000 shares of Common Stock of the
Company, when issued in accordance with the Plan after shareholder approval of
the Plan, will be legally issued and validly outstanding shares of the Common
Stock of the Company, fully paid and non-assessable; provided, that the
consideration for each share is not less than the par value thereof.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Company's Registration Statement on
Form S-8 in connection with the Plan, and any amendments thereto.
Very truly yours,
Holland & Hart LLP
EXHIBIT 23.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accounts, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated January 21, 1997
included in Scott's Liquid Gold-Inc. 10-K for the year ended December 31, 1996
and to all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Denver, Colorado
March 17, 1998
EXHIBIT 24
POWER OF ATTORNEY
Each of the undersigned directors and officers of Scott's Liquid Gold-Inc.
(the "Company") hereby authorizes Mark E. Goldstein, Carolyn J. Anderson and
Barry Shepard, and each of them, as their true and lawful attorneys-in-fact and
agents (1) to sign in the name of each such person and file with the Securities
and Exchange Commission a Registration Statement on an appropriate form, and any
and all amendments (including post-effective amendments) to such Registration
Statement, for the registration under the Securities Act of 1933, as amended, of
options and shares of the Common Stock of the Company granted or issuable under
the Company's 1997 Stock Option Plan and any other securities of the Company
which the Company's Board of Directors authorizes to be included in such
Registration Statement; and (2) to take any and all actions necessary or
required in connection with such Registration Statement and amendments to comply
with the Securities Act of 1933, as amended, and the rules and regulations of
the Securities and Exchange Commission promulgated thereunder.
Signature Title Date
/s/ Jerome J. Goldstein Director and Chairman of the Board March 13, 1998
Jerome J. Goldstein
/s/ Mark E. Goldstein Director, President and March 16, 1998
Mark E. Goldstein Chief Executive Officer
/s/ Carolyn J. Anderson Director, Executive Vice President March 13, 1998
Carolyn J. Anderson Chief Operating Officer and
Corporate Secretary
/s/ Barry Shepard Director, Treasurer and Chief March 16, 1998
Barry Shepard Financial Officer
/s/ Dennis H. Field Director March 12, 1998
Dennis H. Field
/s/ James F. Keane Director March 12, 1998
James F. Keane
/s/ Michael J. Sheets Director March 12, 1998
Michael J. Sheets
