Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MARTIN COLOR-FI, INC.
(Exact name of registrant as specified in its charter)
South Carolina 57-0879569
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
306 Main Street, Edgefield, South Carolina 29824
(Address of principal executive offices and zip code)
MARTIN COLOR-FI, INC.
1993 NONQUALIFIED STOCK OPTION PLAN
(Full title of Plan)
Gregory W. Anderson, Esquire Copies to:
Corporate Counsel George S. King, Jr., Esquire
Martin Color-Fi, Inc. Suzanne Hulst Clawson, Esquire
306 Main Street Sinkler & Boyd, P.A.
Edgefield, South Carolina 29824 1426 Main Street, Suite 1200
(Name and address of agent for service) Columbia, South Carolina 29201
(803) 637-7000 (803) 779-3080
(Telephone number, including area code,
of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered(1) price per share(2) price(2) registration fee
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock,
<S> <C> <C> <C> <C>
no par value 16,000 shares $7.25 $116,000 $40.00
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement also covers such indeterminable number of
additional shares as may become issuable to prevent dilution in the event of
stock splits, stock dividends or similar transactions pursuant to the terms
of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low per share prices reported by the NASDAQ on
October 24, 1996.
Exhibit Index on page 6
<PAGE>
PART I
Information Required in the Section 10(a) Prospectus
The documents containing the information specified in Part I of Form
S-8 will be sent or given to employees of the Registrant eligible to participate
in the 1994 Stock Option Plan as required by Rule 428(b)(1) promulgated under
the Securities Act of 1933.
PART II
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference herein the following
documents:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 0-17565).
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996.
(c) The description of the Registrant's common stock contained in
the Registrant's Form 8-A, declared effective on April 28,
1993, including any amendment or report 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 Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment that indicates that all securities offered
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 a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the South Carolina Business Corporation Act of 1988 (the
"Corporation Act"), a corporation has the power to indemnify directors and
officers who meet the standards of good faith and reasonable belief that conduct
was lawful and in the corporate interest (or not opposed thereto) set forth in
the Corporation Act. The Corporation Act also empowers a corporation to provide
insurance for directors and officers against liability arising out of their
positions even though the insurance coverage is broader than the power of the
corporation to indemnify. Under the Corporation Act, unless limited by its
articles of incorporation, a corporation must indemnify a director or officer
who is wholly successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party because he is or was a director or officer
against reasonable expenses incurred by him in connection with the proceeding.
The Registrant's Articles of Incorporation do not provide otherwise. The
provisions of the Corporation Act which deal with indemnification are codified
at Sections 33-8-500 through -580 of the Code of Laws of South Carolina 1976, as
amended.
In addition, the Company maintains directors' and officers' liability
insurance for the benefit of its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
2
<PAGE>
4.1 Martin Color-Fi, Inc. 1993 Nonqualified Stock Option Plan.
4.2 Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form S-1 filed March 4, 1993, as
amended, Registration No. 33-59124 (the "S-1 Registration
Statement")).
4.3 First Amendment to Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.2 of the
S-1 Registration Statement).
4.4 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.3 of the S-1 Registration Statement).
4.5 First Amendment to Amended and Restated Bylaws of the
Registrant (incorporated by reference to Exhibit 4.5 to the
Registrant's Form 10-Q for the quarter ended June 30, 1994).
5 Opinion of Sinkler & Boyd, P.A.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Sinkler & Boyd, P.A. (included in Exhibit 5).
24 Power 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.
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 (1)(i) and (1)(ii) of this
undertaking do not apply if the registration statement is on Form S-3, 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3
<PAGE>
(5) 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.
SIGNATURES
The Registrant
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 Edgefield, State of South Carolina on October 18,
1996.
MARTIN COLOR-FI, INC.
By: s/James F. Martin
James F. Martin
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the capacities
indicated on October 18, 1996.
By: s/Bret J. Harris
Bret J. Harris
Chief Financial Officer
(Principal Accounting and Financial Officer)
4
<PAGE>
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 October 18, 1996.
s/James F. Martin Chairman of the Board and Chief Executive
James F. Martin Officer
s/Henry M. Poston President, Chief Operating Officer and Director
Henry M. Poston
President, Carpet Division and Director
Russell T. Lyon
s/Gregory W. Anderson Corporate Counsel and Director
Gregory W. Anderson
Director
W. Fred Davis, Jr.
Director
James C. Hite
Director
Jack J. Jackson
s/George L. Rainsford Director
George L. Rainsford
s/Bettis C. Rainsford Director
Bettis C. Rainsford
5
<PAGE>
EXHIBIT INDEX
EXHIBIT
4.1 Martin Color-Fi, Inc. 1993 Nonqualified Stock Option Plan.
4.2 Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form S-1 filed March 4, 1993, as
amended, Registration No. 33-59124 (the "S-1 Registration
Statement")).
4.3 First Amendment to Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.2 of the
S-1 Registration Statement).
4.4 Amended and Restated Bylaws of the Registrant (incorporated
by reference to Exhibit 3.3 of the S-1 Registration
Statement).
4.5 First Amendment to Amended and Restated Bylaws of the
Registrant (incorporated by reference to Exhibit 4.5 to the
Registrant's Form 10-Q for the quarter ended June 30, 1994).
5 Opinion of Sinkler & Boyd, P.A.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Sinkler & Boyd, P.A.
(included in Exhibit 5)
24 Power of Attorney
6
MARTIN COLOR-FI, INC.
1993 NONQUALIFIED STOCK OPTION PLAN
Section 1. Purpose.
The purpose of the Martin Color-Fi, Inc. Nonqualified Stock Option Plan
(the "Plan") is: (i) to provide recognition to certain employees of the Company
for past services.
Section 2. Definitions.
a. "Board" means the Board of Directors of the Company.
b. "Company" means Martin Color-Fi, Inc. When used in the Plan with
reference to employment, "Company" shall include any subsidiary of the Company.
c. "Committee" means the committee referred to in Section 3 hereof.
d. "Fair Market Value" means the mean of the closing bid and asked
quotations in the over-the-counter market on the date and value of a Share is to
be determined, as reported by the National Association of Securities Dealers,
Inc. through NASDAQ; or, in the event the Shares are listed on any exchange, the
last sale price on such exchange on the date the value of a Share is to be
determined, or, if there are no sales on such date, the mean of the bid and
asked price for Shares on such exchange at the close of business on such date;
or, in the event, on the date the value of a Share is to be determined, the
Shares of the Company are not publicly traded, the Committee shall determined
the Fair Market Value of such Shares, in good faith, by appraisal and/or other
appropriate methods of valuation.
e. "Nonqualified Stock Option" means an option granted under the Plan which
by its terms does not qualify as an incentive stock option under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
f. "Share" or "Shares" means shares of the Common Stock, without par value,
of the Company.
g. "Stock Option" means a Nonqualified Stock Option.
h. "Subsidiary" means any company fifty (50%) percent or more of the voting
stock of which is owned or controlled, directly or, indirectly, by the Company.
i. "Tender Offer" means a tender offer or request or invitation for tenders
subject to regulation under Section 14(d) of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder, as the same may be
amended, modified, or superseded from time to time.
<PAGE>
Section 3. Administration and Amendment.
a. Administration. The Plan shall be administered by a Committee of the
Board, consisting of three (3) or more Directors, who shall from time to time be
appointed by, and serve at the pleasure of, the Board. Each member of the
Committee shall be a disinterested person as defined by the General Rules and
Regulations under the Securities Exchange Act of 1934, as now or hereafter in
effect. No director shall serve as a member of the Committee if he, within one
(1) year prior to his appointment, was granted Stock Options under the Plan or
under any other discretionary plan of the Company under which participants may
receive Stock Options. No member of the Committee is eligible to participate in
the Plan.
The Committee shall interpret the Plan, prescribe, amend, and rescind rules
and regulations relating to the Plan, and make all other determinations
necessary or advisable for the administration of the Plan, and such
determinations shall be conclusive. The acts, at a meeting, of a majority of the
members of the Committee, or acts reduced to or approved in writing by all
members of the Committee, shall be acts of the Committee.
b. Amendment. The Plan and Stock Options granted under the Plan may be
amended, modified, or terminated by the Committee, provided that:
i. No action with respect to an outstanding Stock Option may be taken
that would adversely affect the rights of the holder of such Stock
Option without such holder's consent; and
ii. No amendment to the Plan shall become effective without approval of
the Board of Directors of the Company if such amendment would:
(1) increase the number of Shares as to which Stock Options may be
granted under the Plan, except as provided for in Section 4(b);
or
(2) extend the term of the Plan;
(3) change the minimum purchase or exercise price for the Stock
Optioned Shares, except as provided in Section 4(b); or
(4) extend the Stock Option period provided in Sections 6(c), or make
a Stock Option exercis- able earlier than specified in Sections
6(c) (iii).
2
<PAGE>
Section 4. Option Shares.
a. Number. The maximum number of Shares that may be issued upon exercise of
Stock Options granted under the Plan is Sixteen Thousand (16,000) Shares of the
no par value Common Stock of the Company. Such Shares may be authorized and
unissued Shares or treasury Shares.
b. Adjustments. The Committee shall appropriately adjust the number of
Shares subject to the Plan and the number and Stock Option price of Shares
subject to outstanding Stock Options in the event of any change in outstanding
Shares by reason of a share dividend, recapitalization, merger, consolidation,
split-up, combination, or exchange of shares or other similar corporate change.
The granting of a Stock Option pursuant to this Plan shall not affect in any way
the right or power of the Company to make adjustments, reorganizations,
reclassifications, or changes of its capital or business structure or to merge,
consolidate, dissolve, liquidate, or sell or transfer all or any part of its
business or assets.
c. Unexercised Stock Options. Shares subject to unexercised Stock Options
which expire or terminate, shall not be available for the grant of Stock Option
under the Plan.
Section 5. Eligible Employees.
Stock Options shall be granted by the Committee to employees of the Company
as directed by the Board of Directors. Nothing contained in this Plan shall be
construed to limit the right of the Company to grant stock options or stock
appreciation rights otherwise than under the Plan for any proper and lawful
purpose, including, but not limited to, stock options or stock appreciation
rights granted to key employees.
Section 6. Options and Option Terms.
a. Designation of Options. Stock Options granted under the Plan are
intended to qualify as Nonqualified Stock Options.
b. Options. The terms of each Stock Option shall be set forth in a written
Nonqualified Stock Option Agreement approved by the Committee.
c. Terms of All Stock Options. The following terms and provisions shall
apply to all Stock Options granted under the Plan:
i. The exercise price shall be an amount as established by the Board
of Directors of the Company on the date of grant.
3
<PAGE>
ii. No Stock Option may be exercised after February 28, 1998.
iii. No Stock Option shall be exercisable either in whole or in part
within six (6) months after the date on which it is granted.
Thereafter, a Stock Option may be exercised with respect to all
Shares subject to the Stock Option or may be exercised with
respect to a specified number of Shares over a specified period
or periods as determined by the Committee, in its discretion.
iv. In the event the optionee shall die or become disabled (as
defined in Section 22(e)(3) of the Code), the Stock Option of
such deceased or disabled optionee may, subject to the limitation
in Sub-Section 6(c)(ii), be exercised within one (1) year from
the date of the optionee's death or disability, to the extent the
optionee was entitled to exercise such Stock Option on the date
of his disability or death, by the person or persons (including
the optionee's estate) to whom his rights under such Stock Option
shall have passed by will or by the laws of descent and
distribution or by such person who is the legal guardian if he is
disabled.
d. Procedure for Exercise and Payment.
A Stock Option granted under the Plan may be exercised by the optionee by
giving written notice of exercise to the Committee (or the designee of the
Committee) of the Company. (See Section 12 for proper notice procedure.) The
exercise price for the Shares purchased shall be paid in full at the time such
notice is given. A Stock Option shall be deemed exercised on the date the
Company receives written notice of exercise, together with the full payment of
the Shares purchased. The exercise price may be paid to the Company either in
cash, by check, by delivery to the Company of Shares already owned by the
optionee, or by any combination thereof. The Committee may, however at any time
and in its discretion, adopt guidelines limiting or restricting the use of
already-owned Shares to pay all or any portion of the exercise price. In the
event already-owned Shares are used to pay for a portion of the exercise price,
the amount credited to payment of the exercise price shall be the Fair Market
Value of the already-owned Shares on the date the Stock Option is exercised. In
no case may a Stock Option be exercised for a fraction of a Share. The Optionee
shall also remit with his notice at the time of exercise any taxes required to
be withheld or paid by the Company under Federal, State, or Local law as a
result of the exercise of an option.
4
<PAGE>
Section 7. Cash Payment in Lieu of Exercise of Stock Option.
In the event of a Tender Offer, the Committee shall have the authority, in
its sole discretion, to authorize the payment (subject to the acquisition of
Shares by the offeror pursuant to a Tender Offer) to a holder of a Stock Option
granted under the Plan, in exchange for the cancellation of all or a part of
such holder's Stock Option, of cash in an amount not to exceed the excess of the
aggregate fair market value on the date of such cancellation (or, if higher, the
highest price paid for Shares pursuant to any Tender Offer for Shares which was
in effect at any time during the period between the commencement date of the
Tender Offer and the date of cancellation of the Stock Option) of the Shares
with respect which the Stock Option is being canceled over the aggregate option
price of such Shares.
Section 8. Non-Transferability.
Stock Options granted hereunder may not be sold, pledged, assigned,
hypothecated, or transferred except by will or the laws of descent and
distribution and may be exercised during the lifetime of the optionee only by
such optionee.
Section 9. Conditions of Employment.
The granting of a Stock Option under this Plan shall impose no obligation
on the Company or on any of its subsidiary corporations to employ or continue
the employment of any participant, and shall not lessen or affect the right to
terminate such employment of the participant. Participation under this Plan
shall not affect eligibility for any profit sharing, bonus, insurance, pension,
or other extra-compensation plan which the Company or its subsidiary
corporations have previously adopted or may at any time adopt for employees.
Section 10. Conditions Upon Granting of Stock Options and Issuance
of Certificates.
No Stock Option shall be granted and Shares shall not be issued upon the
exercise of a Stock Option unless the grant of a Stock Option, the exercise of
such Stock Option, and the issuance and delivery of the Shares pursuant thereto
shall comply with all relevant provisions of federal and state law, including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then be listed. No optionee shall be deemed a stockholder of the Company for any
purpose until he or she has properly exercised, at least in part, his or her
Stock Option, and until a Share certificate has been issued to such optionee by
the Company.
5
<PAGE>
Section 11. Notices.
Whenever a Stock Option is granted under this Plan in respect of Stock
Option Shares, such Shares may be purchased by written notice of election prior
to the expiration of the Stock Option. The notice to exercise Stock Options
should state the number of Shares with respect to which the Stock Option is
being exercised. Each notice relating to this Plan shall be in writing and
delivered in person or sent by certified or registered mail to the proper
address. Each notice shall be deemed to have been given on the date it is
delivered (in the case of personal delivery) or mailed. Each notice to the
Company shall be addressed as follows: Martin Color-Fi, Inc., P. 0. Box 469,
Edgefield, South Carolina 29824, Attention: Compensation Committee. The
telephone number for the Company is (800) 843-6382.
Each notice to the Optionee or other person or persons then entitled to
exercise a Stock Option shall be addressed to the optionee or such other person
or persons at the optionee's address set forth in the Stock Option. Anyone to
whom a notice may be given under this Plan may designate a new address by
written notice to the other party to that effect.
Section 12. Pronouns.
All pronouns used herein shall be deemed to refer to the masculine,
feminine, singular or plural, as the identity of the person or persons may
require.
Section 13. Expiration.
The Plan shall expire on February 28, 1998 unless sooner terminated
pursuant to this Plan.
Section 14. Liquidation.
Upon the complete liquidation of the Company, any unexercised Stock Options
or Stock Appreciation Rights previously granted under this Plan shall be deemed
canceled, except as otherwise provided in paragraph 4(b) above on the occasion
of a merger or consolidation. In the event of the complete liquidation of a
subsidiary corporation, or in the event that such corporation ceases to be a
subsidiary corporation as that term is defined in paragraph 1 above, any
unexercised Stock Options previously granted to participants shall be deemed
canceled unless such participants shall become employed by the Company or by any
other subsidiary corporation on the occurrence of any such event.
6
Sinkler & Boyd, P.A.
Attorneys at Law
The Palmetto Center
1426 Main Street, Suite 1200
Columbia, South Carolina 29201
(803) 779-3080
October 28, 1996
Martin Color-Fi, Inc.
306 Main Street
Edgefield, South Carolina 29824
Gentlemen:
In connection with the registration under the Securities Act of 1933
(the "Act") of 16,000 shares of the common stock (the "Common Stock") of Martin
Color-Fi, Inc., a South Carolina corporation (the "Company"), for issuance
pursuant to the Martin Color-Fi, Inc. 1993 Nonqualified Stock Option Plan, we
have examined such corporate records, certificates and other documents, and such
questions of law, as we have considered necessary or appropriate for the
purposes of this opinion.
Upon the basis of such examination it is our opinion that the Common
Stock, when issued upon the terms and conditions set forth in the Registration
Statement filed by the Company in connection with the registration of the Common
Stock, and upon receipt of the consideration therefor, will be legally issued,
fully paid and nonassessable.
We consent to be named in the Registration Statement as attorneys who
will pass upon certain legal matters in connection with the offering described
in the Registration Statement, and to the filing of a copy of this opinion as an
exhibit to the Registration Statement. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
Sinkler & Boyd, P.A.
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 filed October 29, 1996) pertaining to the 1993 Nonqualified Stock
Option Plan of Martin Color-Fi, Inc., of our report dated February 20, 1996,
with respect to the consolidated financial statements and schedule of Martin
Color-Fi, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Greenville, South Carolina
October 28, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James F. Martin and Bret J. Harris,
jointly and severally, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documentation in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each of
said attorneys-in-fact and agents, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Signature Title Date
s/James F. Martin
- ------------------------- President, Chief Executive Officer October 18, 1996
James F. Martin and Chairman of the Board of
Directors
s/Henry M. Poston
- ------------------------ Executive Vice President, Chief October 18, 1996
Henry M. Poston Operating Officer and Director
Russell T. Lyon Vice President and Director October __, 1996
Director October __, 1996
Jack J. Jackson
s/Gregory W. Anderson Director October 18, 1996
- -----------------------
Gregory W. Anderson
Director October __, 1996
James C. Hite
Director October __, 1996
W. Fred Davis, Jr.
s/George L. Rainsford Director October 18, 1996
- ----------------------
George L. Rainsford
s/Bettis C. Rainsford Director October 18, 1996
- ----------------------
Bettis C. Rainsford
