<PAGE> 1
As filed with the Securities and Exchange Commission on February 11, 1998
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Cable Link, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Ohio
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
31-1239657
- --------------------------------------------------------------------------------
(I.R.S. Employer Identification No.)
280 Cozzins, Columbus, Ohio 43215
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated Cable Link, Inc. 1995 Stock Option Plan
- --------------------------------------------------------------------------------
(Full Title of the Plan)
with a copy to:
Kenneth J. Warren, Esq. Robert S. Schwartz
5920 Cromdale Drive, Suite 1 c/o Benesch, Friedlander, Coplan & Aronoff
Dublin, Ohio 43017 88 East Broad Street, Suite 900
Columbus, Oh 43215-3506
- --------------------------------------------------------------------------------
(Name and Address of Agent For Service)
614-766-1960
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Telephone Number, Including Area Code, of Agent For Service.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share* offering price* registration fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without par value 395,010 $.7913 - $3.50 $950,015.85 $2,802.55
======================================================================================================
</TABLE>
* The proposed maximum offering price per share is based upon the range of
prices at which 237,930 options may be exercised ($.7913-$3.50) pursuant to
paragraph (h)(1) and the remaining 157,080 shares at the average of the high
and low price of the Company's shares ($3.34) on February 9, 1998 pursuant to
paragraph (c) of Rule 457.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents below are incorporated by reference in this registration
statement; and all documents subsequently filed by Cable Link, Inc., an Ohio
corporation (the "Registrant") pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing
of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of filing of such documents.
(a) The Registrant's Registration Statement on Form 10-SB, as
amended (Commission File No. 0-23111).
(c) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 10-SB
(Commission File No. 0-23111), including any amendment or
report filed for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock of the Registrant will be passed upon
for the Registrant by Kenneth J. Warren, Esq., Columbus, Ohio. Mr. Warren is the
beneficial owner of 19,180 shares of Registrant's Common Stock and has options
to purchase 5,060 shares of Registrant's Common Stock, and is the Secretary of
Registrant.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Incorporated by reference to Item 5 of Part II of Registrant's
Registration Statement on Form 10-SB, Commission File No.0-23111, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following Exhibits are filed as part of this Registration
Statement:
(4) Instruments Defining the Rights of Security Holders.
4.1 See Articles IV, V and VI of the Amended and Restated Articles of
Incorporation of the Registrant (incorporated by reference to Exhibit 2.1 to
Form 10-SB, Commission File No.0-23111).
4.2 See Articles I, IV and VII of the Code of Regulations of Registrant
(incorporated by reference to Exhibit 2.2 to Form 10-SB, Commission File
No.0-23111).
(5) Opinion re Legality.
5.1 Opinion of Kenneth J. Warren, Esq. as to the validity of the
Common Stock being registered hereunder.
-2-
<PAGE> 3
(23) Consents of Experts and Counsel.
23.1 Consent of Groner, Boyle & Quillin, LLP.
23.2 Consent of Kenneth J. Warren, Esq. is set forth as part of
Exhibit 5.1 above.
(24) Powers of Attorney.
24.1 Powers of Attorney.
24.2 Certified copy of resolution of Registrant's Board of
Directors authorizing officers and directors signing on behalf
of the Registrant to sign pursuant to a power 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 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective 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) of this
section do not apply if the registration statement is on Form
S-3, Form S-8 or Form F-3, 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 registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 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.
-3-
<PAGE> 4
(h) 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 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.
-4-
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, this 9th day of February,
1998.
CABLE LINK, INC.
(Registrant)
By: /s/ Bob Binsky
-------------------------
Chairman of the Board
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on February 9, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Bob Binsky Director, Chairman of the Board, Chief Executive
- --------------------------- Officer (principal executive officer)
Bob Binsky
/s/ Zaida Wahlberg* Treasurer (principal accounting officer)
- ---------------------------
Zaida Wahlberg
/s/ Brenda L. Thompson* Director, President
- ---------------------------
Brenda L. Thompson
/s/ Richard Rozic* Director, Executive Vice President, Chief Operating
- --------------------------- Officer
Richard Rozic
/s/ Eric S. Newman* Director
- ---------------------------
Eric S. Newman
/s/ Sherry J. Rothfield* Director
- ---------------------------
Sherry J. Rothfield
/s/ Michael Tsao* Director
- ---------------------------
Michael Tsao
</TABLE>
*Bob Binsky, by signing his name hereto, does sign this document on behalf of
the person indicated above pursuant to a Power of Attorney duly executed by such
person.
By: /s/ Bob Binsky
-----------------------------
Bob Binsky, Attorney-in-fact
-5-
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE IN
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION COPY
<S> <C>
4.1. See Articles IV, V and VI of the Articles of Incorporation *
(incorporated by reference to Exhibit 3.1 of Form 10-SB, as
amended).
4.2. See Articles I, IV and VII of the Code of Regulations (incorporated *
by reference to Exhibit 3.2 of Form 10-SB, as amended).
5.1. Opinion of Kenneth J. Warren, Esq., as to the validity of the Common Stock being 7
registered hereunder.
23.1. Consent of Groner, Boyle & Quillin, LLP. 9
23.2. Consent of Kenneth J. Warren, Esq., is set forth as part of Exhibit 5.1 above.
24.1. Powers of Attorney. 10
24.2. Certified copy of resolution of Registrant's Board of Directors authorizing 17
officers and directors signing on behalf of the Registrant to sign pursuant to a
power of attorney.
</TABLE>
* Incorporated by reference
-6-
<PAGE> 1
EXHIBIT 5.1
LAW OFFICES OF
KENNETH J. WARREN
5920 CROMDALE DRIVE, SUITE 1 o DUBLIN, OHIO 43017
(614) 766-1960 o FAX (614) 766-1974
- --------------------------------------------------------------------------------
February 9, 1998
Cable Link, Inc.
280 Cozzins
Columbus, Ohio 43215
Gentlemen:
You have requested my opinion in connection with the issuance of up to
395,010 shares of Common Stock, without par value (the "Common Stock") of Cable
Link, Inc., an Ohio corporation (the "Company"), under the Amended and Restated
Cable Link, Inc. 1995 Stock Option Plan (the "Plan").
I have examined and relied upon the following documents and instruments
for the purpose of giving this opinion which, to my knowledge and in my
judgment, are all of the documents and instruments that are necessary for me to
examine for such purpose.
i. The corporate minute books of the Company, including copies of the
Company's Articles of Incorporation and Code of Regulations.
ii. The Plan; and
iii. A Certificate of an officer of the Company as to certain factual
matters (the "Officer's Certificate").
Whenever I have asserted knowledge in giving my opinion on any matter
which involves a question of fact, my knowledge is the result of the examination
of the data contained in the corporate minute books of the Company, information
contained in the Officer's Certificate and such other matters regarding the
Company as have come to my attention from time to time.
In giving my opinion, I have assumed, without investigation, the
authenticity of any document or instrument submitted to me as an original, the
conformity to the authentic original of any document or instrument submitted to
me as a certified, conformed or photostatic copy, the genuineness of all
signatures on such originals or copies and the authority and capacity of each
signatory.
Based upon the foregoing, I am of the opinion that when the shares of
Common Stock issuable under the Plan have been duly issued and delivered, they
will be validly issued, fully paid and nonassessable.
<PAGE> 2
Cable Link, Inc.
February 9, 1998
Page Two
The opinion set forth above is subject to the following qualifications:
A. No opinion is expressed herein as to the application of any state
securities or Blue Sky laws.
B. I am qualified to practice law in the State of Ohio, and nothing
contained herein shall be deemed to be an opinion as to any law other than the
General Corporation Law of the State of Ohio and the federal law of the United
States.
C. The opinion set forth herein is expressed as of the date hereof, and
I do not have any obligation to advise you of any changes, after the date
hereof, in the facts or the law upon which this opinion is based.
D. I consent to the reference to my name under the caption "Interests
of Named Experts and Counsel" in the Registration Statement on Form S-8 filed
with the Securities and Exchange Commission to register the shares issuable
under the Plan and to the use of my opinion as an exhibit to the Registration
Statement. In giving these consents, I do not admit that I come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Kenneth J. Warren
Kenneth J. Warren
Enclosure
DS:nil
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Public Accountants
We consent to the incorporation by reference in this registration statement of
Cable Link, Inc. on Form S-8 of our report dated February 6, 1997 appearing in
the Form 10-SB of Cable Link, Inc. for the year ending December 31, 1996.
February 9, 1998 /s/ Groner, Boyle & Quillin, LLP
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned who is a director or officer of Cable Link, Inc., an Ohio
corporation (the "Company");
Does hereby constitute and appoint Bob Binsky and Brenda L. Thompson to be his
agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Ohio that apply to instruments negotiated,
executed, delivered and performed solely within the State of Ohio.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 30th day of
January, 1998.
/s/ Bob Binsky
-------------------------------
Bob Binsky
<PAGE> 2
POWER OF ATTORNEY
The undersigned who is a director or officer of Cable Link, Inc., an Ohio
corporation (the "Company");
Does hereby constitute and appoint Bob Binsky and Brenda L. Thompson to be his
agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Ohio that apply to instruments negotiated,
executed, delivered and performed solely within the State of Ohio.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 30th day of
January, 1998.
/s/ Brenda L. Thompson
-------------------------------
Brenda L. Thompson
<PAGE> 3
POWER OF ATTORNEY
The undersigned who is a director or officer of Cable Link, Inc., an Ohio
corporation (the "Company");
Does hereby constitute and appoint Bob Binsky and Brenda L. Thompson to be his
agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Ohio that apply to instruments negotiated,
executed, delivered and performed solely within the State of Ohio.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 30th day of
January, 1998.
/s/ Zaida Wahlberg
-------------------------------
Zaida Wahlberg
<PAGE> 4
POWER OF ATTORNEY
The undersigned who is a director or officer of Cable Link, Inc., an Ohio
corporation (the "Company");
Does hereby constitute and appoint Bob Binsky and Brenda L. Thompson to be his
agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Ohio that apply to instruments negotiated,
executed, delivered and performed solely within the State of Ohio.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 30th day of
January, 1998.
/s/ Richard Rozic
-------------------------------
Richard Rozic
<PAGE> 5
POWER OF ATTORNEY
The undersigned who is a director or officer of Cable Link, Inc., an Ohio
corporation (the "Company");
Does hereby constitute and appoint Bob Binsky and Brenda L. Thompson to be his
agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Ohio that apply to instruments negotiated,
executed, delivered and performed solely within the State of Ohio.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 30th day of
January, 1998.
/s/ Eric S. Newman
-------------------------------
Eric S. Newman
<PAGE> 6
POWER OF ATTORNEY
The undersigned who is a director or officer of Cable Link, Inc., an Ohio
corporation (the "Company");
Does hereby constitute and appoint Bob Binsky and Brenda L. Thompson to be his
agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Ohio that apply to instruments negotiated,
executed, delivered and performed solely within the State of Ohio.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 30th day of
January, 1998.
/s/ Sherry J. Rothfield
-------------------------------
Sherry J. Rothfield
<PAGE> 7
POWER OF ATTORNEY
The undersigned who is a director or officer of Cable Link, Inc., an Ohio
corporation (the "Company");
Does hereby constitute and appoint Bob Binsky and Brenda L. Thompson to be his
agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full power
of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed
by those laws of the State of Ohio that apply to instruments negotiated,
executed, delivered and performed solely within the State of Ohio.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 30th day of
January, 1998.
/s/ Michael Tsao
-------------------------------
Michael Tsao
<PAGE> 1
EXHIBIT 24.2
CERTIFICATE
I, KENNETH J. WARREN, hereby certify that I am the duly elected
Secretary of Cable Link, Inc., an Ohio corporation (the "Corporation"), and do
further certify that the following resolutions were duly adopted by the Board of
Directors of the Corporation at a meeting duly called and held on January 30,
1998, and that such resolutions have not been amended or rescinded, and are in
full force and effect:
RESOLVED, that each officer or director who may be required to execute
the Registration Statement (whether on behalf of the Company or as an officer or
director thereof or by attesting the seal of the Company or otherwise) be, and
each of them hereby is, authorized to execute a Power of Attorney appointing Bob
Binsky and Brenda L. Thompson, as his true and lawful attorney and agent to
execute in his name, place and stead (in any capacity) the Registration
Statement and all amendments thereto, and all other documents and instruments
necessary or in connection therewith, to attest the seal of the Company thereof,
and to file the same with the SEC, which attorneys and agents shall have the
full power and authority to do and perform in the name of and on behalf of each
of said officers and directors, or both, as the case may be, every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as such officer or director might or could do in person;
Dated this 9th day of February, 1998.
/s/ Kenneth J. Warren
-------------------------------
Kenneth J. Warren
