Registration No.: 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AVNET, INC.
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation or organization)
11-1890605 (I.R.S. Employer Identification No.)
80 Cutter Mill Road
Great Neck, New York 11021
(Address of Principal Executive Offices) (Zip Code)
AVNET 1995 STOCK OPTION PLAN
(Full title of the plan)
<TABLE>
<S> <C>
Raymond Sadowski
Senior Vice President and Chief
Financial Officer
Avnet, Inc.
80 Cutter Mill Road
Great Neck, NY 11021<PAGE>
David R. Birk
Senior Vice President and General
Counsel
Avnet, Inc.
80 Cutter Mill Road
Great Neck, NY 11021</TABLE>
(Names, addresses and telephone numbers of agents for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Title of securities
to be registered<PAGE>
Amount to
be
registered<PAGE>
Proposed
maximum
offering
price per
share<PAGE>
Proposed
maximum
aggregate
offering
price<PAGE>
Amount of
registration
fee<PAGE>
Common Stock, $1.00
par value<PAGE>
170,500
shares<PAGE>
$47.00* $
8,013,500.00
*<PAGE>
$ 2,763.00 Common Stock, $1.00
par value<PAGE>
829,500
shares<PAGE>
$46.38** $38,472,210.
00**<PAGE>
$ 13,267.00
Totals<PAGE>
1,000,000
shares<PAGE>
$46,485,710.
00<PAGE>
$ 16,030.00
</TABLE>
* Calculated pursuant to Rule 457(h) and (c) on the basis of the
price at which outstanding options under the Plan may be exercised.
** Calculated pursuant to Rule 457(h), upon the basis of the average
of the high and low prices of a share of the Registrant's Common
Stock on December 1, 1995 as reported for New York Stock Exchange
composite transactions.
<PAGE>
Part II
Information Required in the Registration
Statement
Item 3. Incorporation of Documents by
Reference.
The following documents are incorporated
by reference in this registration statement:
(a) the Registrant's Annual Report on Form 10-
K for the fiscal year ended June 30, 1995
(Commission File No. 1-4224); (b) the
Registrant's Current Report on Form 8-K dated
September 26, 1995; (c) the Registrant's
Quarterly Report on Form 10-Q for the
quarterly period ended September 29, 1995; and
(d) the description of the Registrant's Common
Stock contained in the registration statement
for such Common Stock filed under the
Securities Exchange Act of 1934 (the "Exchange
Act"), including any amendments or reports
filed for the purpose of updating such
description.
All documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act and prior to
the filing of a post-effective amendment to
this Registration Statement which indicates
that all securities offered hereby have been
sold, or which deregisters all securities
covered hereby then remaining unsold, shall be
deemed to be incorporated by reference in and
made a part of this Registration Statement
from the respective dates on which such
documents are filed.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and
Counsel.
Certain matters with respect to the
shares of Common Stock being registered
hereunder are being passed upon by David R.
Birk, Esq., whose opinion is filed as Exhibit
5.1 to this Registration Statement. Mr. Birk
is Senior Vice President and General Counsel
of the Registrant and is the beneficial owner
of 1,093.6 shares of the Registrant's Common
Stock.
Item 6. Indemnification of Directors and
Officers.
Section 54 of the Registrant's by-laws
provides as follows:
54. A. The Corporation shall
indemnify, and advance the expenses of, any
director, officer or employee to the full
extent permitted by the New York Business
Corporation Law as the same now exists or may
hereafter be amended.
B. The indemnification and
advancement of expenses granted pursuant to
this Section 53 shall not be exclusive or
limiting of any other rights to which any
person seeking indemnification or advancement
of expenses may be entitled when authorized by
(i) a resolution of shareholders, (ii) a
resolution of directors or (iii) an agreement
providing for such indemnification; provided
that no indemnification may be made to or on
behalf of any such person if a judgment or
other final adjudication adverse to such
person establishes that his acts were
committed in bad faith or were the result of
active and deliberate dishonesty and were
material to the cause of action so
adjudicated, or that he personally gained in
fact a financial profit or other advantage to
which he was not legally entitled.
C. No amendment, modification or
rescission of these By-Laws shall be effective
to limit any person's right to indemnification
with respect to any alleged cause of action
that accrues or other incident or matter that
occurs prior to the date on which such
modification, amendment or rescission is
adopted.
Section 721 of the New York Business
Corporation Law (the "B.C.L.") provides that
no indemnification may be made to or on behalf
of any director or officer of the Registrant
if "a judgment or other final adjudication
adverse to the director or officer establishes
that his acts were committed in bad faith or
were the result of active and deliberate
dishonesty and were material to the cause of
action so adjudicated, or that he personally
gained in fact a financial profit or other
advantage to which he was not legally
entitled." Section 54B of the Registrant's
By-laws includes the foregoing statutory
language.
The rights granted under section 54 of
the By-laws are in addition to, and are not
exclusive of, any other rights to
indemnification and expenses to which any
director or officer may otherwise be entitled.
Under the B.C.L., a New York corporation may
indemnify any director or officer who is made
or threatened to be made a party to an action
by or in the right of such corporation against
"amounts paid in settlement and reasonable
expenses, including attorneys' fees," actually
and necessarily incurred by him in connection
with the defense or settlement of such action,
or in connection with an appeal therein, if
such director or officer acted, in good faith,
for a purpose which he reasonable believed to
be in the best interests of the corporation,
except that no indemnification shall be made
in respect of (1) a threatened action, or a
pending action which is settled or otherwise
disposed of, or (2) any claim, issue or matter
as to which such director or officer shall
have been adjudged liable to the corporation,
unless and only to the extent that a court
determines that the director or officer is
fairly and reasonably entitled to indemnity
(B.C.L. Section 722(c)). A corporation may
also indemnify directors and officers who are
parties to other actions or proceedings
(including actions or proceedings by or in the
right of any other corporation or other
enterprise which the director or officer
served at the request of the corporation)
against "judgments, fines, amounts paid in
settlement and reasonable expenses, including
attorneys' fees," actually or necessarily
incurred as a result of such actions or
proceedings, or any appeal therein, provided
the director or officer acted in good faith,
for a purpose which he reasonably believed to
be in the best interests of the corporation
(or in the case of service to another
corporation or other enterprise at the request
of such corporation, not opposed to the best
interests of such corporation) and, in
criminal cases, that he also had no reasonable
cause to believe that his conduct was unlawful
(B.C.L. Section 722(a)). Any indemnification
under Section 722 may be made only if
authorized in the specific case by
disinterested directors, or by the board of
directors upon the opinion in writing of
independent legal counsel that indemnification
is proper, or by the shareholders (B.C.L.
Section 723(b)), but even without such
authorization, a court may order
indemnification in certain circumstances
(B.C.L. Section 724). Further, any director
or officer who is "successful, on the merits
or otherwise," in the defense of an action or
proceeding is entitled to indemnification as a
matter of right (B.C.L. Section 723(a)).
A New York corporation may generally
purchase insurance, consistent with the
limitation of New York insurance law and
regulatory supervision, to indemnify the
corporation for any obligation which it incurs
as a result of the indemnification of
directors and officers under the provisions of
the B.C.L., so long as no final adjudication
has established that the directors' or
officers' acts of active and deliberate
dishonesty were material to the cause of
action so adjudicated or that the directors or
officers personally gained in fact a financial
profit or other advantage (B.C.L. Section
726).
The Registrant's directors and officers
are currently covered as insureds under
directors' and officers' liability insurance.
Such insurance, subject to annual renewal and
certain rights of the insurer to terminate,
provides an aggregate maximum of $50,000,000
of coverage for directors and officers of the
Registrant and its subsidiaries against claims
made during the policy period relating to
certain civil liabilities, including
liabilities under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion and Consent of David R.
Birk, Esq.
23.1 Consent of David R. Birk, Esq.
(included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP,
Independent Auditors.
24.1 Powers of Attorney.
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 this
registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement.
(iii) to include any
material information with respect to the
plan of distribution not previously
disclosed in 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 by the Registrant
pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are
incorporated by reference in this 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 herein, 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) That, for the 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 Exchange Act that is
incorporated by reference in this registration
statement shall be deemed to be a new
registration statement relating to the
securities offered herein, and the offering of
such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(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 above 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>
S I G N A T U R E
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 Town of Great
Neck, State of New York, on December 5, 1995.
AVNET, INC.
By: s/
Leon Machiz, Chairman of the Board, Chief
Executive Officer and Director
Pursuant to the requirements of the Securities
Act of 1933 this Registration Statement has been
signed below on December 5, 1995 by the following
persons in the capacities indicated.
s/
Leon Machiz
Chairman of the Board, Chief
Executive Officer and Director
(Principal Executive Officer)
s/
Raymond Sadowski
Senior Vice President Chief
Financial
Officer and Assistant Secretary
(Principal Financial Officer)
John F. Cole
Controller
(Principal Accounting Officer)
*
Roy Vallee
President, Chief Operating
Officer,
Vice Chairman of the Board and
Director
*
Eleanor Baum, Director
*
Gerald J. Berkman, Director
*
Joseph F. Caligiuri, Director
*
Sylvester D. Herlihy, Director
*
Ehud Houminer, Director
*
Salvatore J. Nuzzo, Director
*
Frederic Salerno, Director
*
David Shaw, Director
*
Howard Stein, Director
*
Keith Williams, Director
*
Frederick S. Wood, Director
*By:s/
Raymond Sadowski
Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit No. Exhibit Page
5.1 Opinion and Consent of David R. Birk, Esq. . . . 8
23.1 Consent of David R. Birk (included in Exhibit 5.1) 8
23.2 Consent of Arthur Andersen LLP, Independent Auditors 9
24.1 Powers of Attorney . . . . . . . . . 10-22
December 5, 1995
Avnet, Inc.
80 Cutter Mill Road
Great Neck, New York 11021
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I refer to the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by
Avnet, Inc. (the "Company") with the Securities
and Exchange Commission with respect to the
registration under the Securities Act of 1933, as
amended, of 1,000,000 shares (the "Shares") of the
Common Stock of the Company for delivery under the
Avnet's 1995 Stock Option Plan (the "Plan"). The
Shares may be either authorized but heretofore
unissued shares or may be delivered out of the
treasury of the Company.
I have examined such documents as I considered
necessary for the purposes of this opinion. Based
on such examination, it is my opinion that up to
1,000,000 heretofore unissued Shares which may be
the subject of options granted under the Plan, when
paid for in accordance with the terms of the Plans
and the options granted thereunder, will be legally
issued, fully-paid and non-assessable under the
laws of the State of New York (the state of
incorporation of the Company).
I consent to the use of this opinion as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
s/ David R. Birk
David R. Birk
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby
consent to the incorporation by reference in this
Registration Statement of our report dated August
4, 1995 included in Avnet, Inc.'s Annual Report on
Form 10-K for the year ended June 30, 1995, and to
all references to our firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
New York, New York
December 5, 1995
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make,
constitute and appoint David R. Birk and Raymond
Sadowski, and each of them, his attorneys-in-fact
and agents with full power of substitution, to
execute for him and in his behalf in any and all
capacities this Registration Statement, any
amendments thereto (including post-effective
amendments), and any other documents incidental
thereto, and to file the same, with all exhibits
thereto and all other required documents, with the
Securities and Exchange Commission. The
undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in
connection with the said filing, as fully to all
intents and purposes as he might or could do in
person, hereby ratifying and confirming all that
said attorneys-in-fact and agents and/or any of
them or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned
has executed this power of attorney this25th day of
August, 1995.
s/ Joseph F. Caligiuri
Joseph F. Caligiuri, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make,
constitute and appoint David R. Birk and Raymond
Sadowski, and each of them, his attorneys-in-fact
and agents with full power of substitution, to
execute for him and in his behalf in any and all
capacities this Registration Statement, any
amendments thereto (including post-effective
amendments), and any other documents incidental
thereto, and to file the same, with all exhibits
thereto and all other required documents, with the
Securities and Exchange Commission. The
undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in
connection with the said filing, as fully to all
intents and purposes as he might or could do in
person, hereby ratifying and confirming all that
said attorneys-in-fact and agents and/or any of
them or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned
has executed this power of attorney this 25th day
of August, 1995.
s/ Sylvester D. Herlihy
Sylvester D. Herlihy
Senior Vice President, Secretary and Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make,
constitute and appoint David R. Birk and Raymond
Sadowski, and each of them, his attorneys-in-fact
and agents with full power of substitution, to
execute for him and in his behalf in any and all
capacities this Registration Statement, any
amendments thereto (including post-effective
amendments), and any other documents incidental
thereto, and to file the same, with all exhibits
thereto and all other required documents, with the
Securities and Exchange Commission. The
undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in
connection with the said filing, as fully to all
intents and purposes as he might or could do in
person, hereby ratifying and confirming all that
said attorneys-in-fact and agents and/or any of
them or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has
executed this power of attorney this 26th day of
August, 1995.
s/ Frederick S. Wood
Frederick S. Wood, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make,
constitute and appoint David R. Birk and Raymond
Sadowski, and each of them, his attorneys-in-fact
and agents with full power of substitution, to
execute for him and in his behalf in any and all
capacities this Registration Statement, any
amendments thereto (including post-effective
amendments), and any other documents incidental
thereto, and to file the same, with all exhibits
thereto and all other required documents, with the
Securities and Exchange Commission. The
undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in
connection with the said filing, as fully to all
intents and purposes as he might or could do in
person, hereby ratifying and confirming all that
said attorneys-in-fact and agents and/or any of
them or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned
has executed this power of attorney this 26th day
of August, 1995.
s/ Eleanor Baum
Eleanor Baum, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make,
constitute and appoint David R. Birk and Raymond
Sadowski, and each of them, his attorneys-in-fact
and agents with full power of substitution, to
execute for him and in his behalf in any and all
capacities this Registration Statement, any
amendments thereto (including post-effective
amendments), and any other documents incidental
thereto, and to file the same, with all exhibits
thereto and all other required documents, with the
Securities and Exchange Commission. The
undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in
connection with the said filing, as fully to all
intents and purposes as he might or could do in
person, hereby ratifying and confirming all that
said attorneys-in-fact and agents and/or any of
them or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned
has executed this power of attorney this 29th day
of August, 1995.
s/ Roy Vallee
Roy Vallee
President, Chief Operating Officer,
Vice Chairman of the Board and Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make,
constitute and appoint David R. Birk and Raymond
Sadowski, and each of them, his attorneys-in-fact
and agents with full power of substitution, to
execute for him and in his behalf in any and all
capacities this Registration Statement, any
amendments thereto (including post-effective
amendments), and any other documents incidental
thereto, and to file the same, with all exhibits
thereto and all other required documents, with the
Securities and Exchange Commission. The
undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in
connection with the said filing, as fully to all
intents and purposes as he might or could do in
person, hereby ratifying and confirming all that
said attorneys-in-fact and agents and/or any of
them or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned
has executed this power of attorney this 29th day
of August, 1995.
s/ Howard Stein
Howard Stein, Director<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make,
constitute and appoint David R. Birk and Raymond
Sadowski, and each of them, his attorneys-in-fact
and agents with full power of substitution, to
execute for him and in his behalf in any and all
capacities this Registration Statement, any
amendments thereto (including post-effective
amendments), and any other documents incidental
thereto, and to file the same, with all exhibits
thereto and all other required documents, with the
Securities and Exchange Commission. The
undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in
connection with the said filing, as fully to all
intents and purposes as he might or could do in
person, hereby ratifying and confirming all that
said attorneys-in-fact and agents and/or any of
them or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned
has executed this power of attorney this 29th day
of August, 1995.
s/ David Shaw
David Shaw, Director<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make,
constitute and appoint David R. Birk and Raymond
Sadowski, and each of them, his attorneys-in-fact
and agents with full power of substitution, to
execute for him and in his behalf in any and all
capacities this Registration Statement, any
amendments thereto (including post-effective
amendments), and any other documents incidental
thereto, and to file the same, with all exhibits
thereto and all other required documents, with the
Securities and Exchange Commission. The
undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in
connection with the said filing, as fully to all
intents and purposes as he might or could do in
person, hereby ratifying and confirming all that
said attorneys-in-fact and agents and/or any of
them or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned
has executed this power of attorney this 31st day
of August, 1995.
s/ Salvatore J. Nuzzo
Salvatore J. Nuzzo, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make,
constitute and appoint David R. Birk and Raymond
Sadowski, and each of them, his attorneys-in-fact
and agents with full power of substitution, to
execute for him and in his behalf in any and all
capacities this Registration Statement, any
amendments thereto (including post-effective
amendments), and any other documents incidental
thereto, and to file the same, with all exhibits
thereto and all other required documents, with the
Securities and Exchange Commission. The
undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in
connection with the said filing, as fully to all
intents and purposes as he might or could do in
person, hereby ratifying and confirming all that
said attorneys-in-fact and agents and/or any of
them or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned
has executed this power of attorney this 31st day
of August, 1995.
s/ Frederic Salerno
Frederic Salerno, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make,
constitute and appoint David R. Birk and Raymond
Sadowski, and each of them, his attorneys-in-fact
and agents with full power of substitution, to
execute for him and in his behalf in any and all
capacities this Registration Statement, any
amendments thereto (including post-effective
amendments), and any other documents incidental
thereto, and to file the same, with all exhibits
thereto and all other required documents, with the
Securities and Exchange Commission. The
undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in
connection with the said filing, as fully to all
intents and purposes as he might or could do in
person, hereby ratifying and confirming all that
said attorneys-in-fact and agents and/or any of
them or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned
has executed this power of attorney this 27th day
of August, 1995.
s/ Gerald J. Berkman
Gerald J. Berkman, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make,
constitute and appoint David R. Birk and Raymond
Sadowski, and each of them, his attorneys-in-fact
and agents with full power of substitution, to
execute for him and in his behalf in any and all
capacities this Registration Statement, any
amendments thereto (including post-effective
amendments), and any other documents incidental
thereto, and to file the same, with all exhibits
thereto and all other required documents, with the
Securities and Exchange Commission. The
undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in
connection with the said filing, as fully to all
intents and purposes as he might or could do in
person, hereby ratifying and confirming all that
said attorneys-in-fact and agents and/or any of
them or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned
has executed this power of attorney this 29th day
of August, 1995.
s/ Ehud Houminer
Ehud Houminer, Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
The undersigned does hereby make,
constitute and appoint David R. Birk and Raymond
Sadowski, and each of them, his attorneys-in-fact
and agents with full power of substitution, to
execute for him and in his behalf in any and all
capacities this Registration Statement, any
amendments thereto (including post-effective
amendments), and any other documents incidental
thereto, and to file the same, with all exhibits
thereto and all other required documents, with the
Securities and Exchange Commission. The
undersigned further grants unto said attorneys-in-
fact and agents, and each of them, full power and
authority to do and perform each and every act and
thing requisite and necessary to be done in
connection with the said filing, as fully to all
intents and purposes as he might or could do in
person, hereby ratifying and confirming all that
said attorneys-in-fact and agents and/or any of
them or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned
has executed this power of attorney this 31st day
of August, 1995.
s/
Keith Williams, Director
