As filed with the Securities and Exchange Commission on October
24, 1996
Registration No. 333-
--------
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
----------------
SOLA INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3189941
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2420 Sand Hill Road
Menlo Park, California 94025
(Address of principal executive offices, including zip code)
SOLA INTERNATIONAL INC. STOCK OPTION PLAN
SOLA INVESTORS INC. STOCK OPTION PLAN
(as assumed by Sola International Inc.)
(Full title of the plans)
John E. Heine
SOLA INTERNATIONAL INC.
2420 Sand Hill Road
Menlo Park, California 94025
(415) 324-6868
(Name, address and telephone number,
including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of offering aggregate Amount of
securities to be Amount to be price per offering registration
registered registered share price fee
<S> <C> <C> <C> <C>
Common Stock 500,000(1) $36.0625(2) 18,031,250(2) $ 5,465(2)
($.01 par value)
<FN>
(1) Plus such additional shares as may be made available in
order to adjust to a change in capitalization.
(2) Estimated pursuant to Rules 457(c) and (h) solely for
purposes of calculating the amount of the registration fee.
The proposed maximum offering price per share is based upon
a price of $36.0625 per share, the average of the high and low
sales prices for the Company's common stock on October 22,
1996.
</TABLE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to an
amendment to the Sola International Inc. Stock Option Plan which
increased the number of shares of common stock, par value $.01
per share (the "Common Stock"), to be issued thereunder by
500,000 shares. The contents of the Company's Registration
Statement on Form S-8 (File No. 33-93788), filed with the
Securities and Exchange Commission on June 22, 1995, are hereby
incorporated by reference pursuant to Instruction E of Form S-8.
Also pursuant to Instruction E to Form S-8, the filing fee is
being paid only with respect to the 500,000 shares of common
stock not previously registered.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which are filed with the
Securities and Exchange Commission (the "Commission"), are
incorporated in this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1996 (the "Form 10-K");
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996;
(c) The Company's Current Reports on Form 8-K, Form 8-K/A
(Amendment No. 1) and Form 8-K/A (Amendment No. 2), in each case
dated as of May 6, 1996; and
(d) The description of the common stock of the Company, $.01
par value per share (the "Common Stock"), which is registered
under Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), contained in the Registration
Statement on Form 8-A filed with the Commission on January 20,
1995, as amended by Amendment No. 1 to the Form 8-A which was
filed with the Commission on February 17, 1995, which
incorporates by reference the description of the Common Stock
contained in the Registration Statement on Form S-1 (No. 33-
87892) (originally filed on December 23, 1994), as amended,
including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that
all shares of Common Stock offered hereby have been sold or which
deregisters all shares of Common Stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be
part hereof from the date of the 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
The Company, as a Delaware corporation, is empowered by
Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL"), subject to the procedures and limitations
stated therein, to indemnify any person against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with any threatened, pending or completed action, suit or
proceeding in which such person is made or threatened to be made
a party by reason of his being or having been a director,
officer, employee or agent of the Company. The statute provides
that indemnification pursuant to its provisions is not exclusive
of other rights of indemnification to which a person may be
entitled under any by-law, agreement, vote of stockholders or
disinterested directors, or otherwise. The Company's Amended and
Restated Certificate of Incorporation provides for
indemnification by the Company of its directors and officers to
the full extent permitted by the DGCL. Pursuant to Section 145
of the DGCL, the Company has purchased insurance on behalf of its
present and former directors and officers against any liability
asserted against or incurred by them in such capacity or arising
out of their status as such.
Pursuant to specific authority granted by Section 102 of
the DGCL, the Company's Amended and Restated Certificate of
Incorporation contains the following provision regarding
limitation of liability of directors and officers:
"To the fullest extent permitted by the Delaware
General Corporation Law as the same exists or may
hereafter be amended, a Director of the
Corporation shall not be liable to the Corporation
or its stockholders for monetary damages for
breach of fiduciary duty as a Director."
In addition, the Company's Amended and Restated By-Laws
provide for indemnification of directors and officers, including
indemnification of directors and officers that are a party to a
proceeding in whole or in part attributable to (a) the fact that
he is or was a director or officer of the Company or was serving
at the request of the Company or (b) anything done or not done by
such person in any such capacity against losses if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the Company, and, with respect to
any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful.
The Company has entered into agreements to provide
indemnification for its directors and executive officers in
addition to the indemnification provided for in the Company's
Amended and Restated Certificate of Incorporation and Amended and
Restated By-Laws. These agreements, among other things,
indemnify the directors, to the fullest extent provided by
Delaware law, for certain expenses (including attorneys' fees),
losses, claims, liabilities, judgments, fines and settlement
amounts incurred by such indemnitee in any action or proceeding,
including any action by or in the right of the Company, on
account of services as a director or officer of any affiliate of
the Company, or as a director or officer of any other company or
enterprise that the indemnitee provides services to at the
request of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT NO DESCRIPTION OF EXHIBIT
.
4.1 Specimen Form of the Company's Common Stock
Certificate (Filed as Exhibit 4.1 to Amendment No.
3 to the Company's Registration Statement (File
No. 33-87892) on Form S-1 and incorporated herein
by reference)
4.2 Amended and Restated Certificate of Incorporation
of the Company (Filed as Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the
Fiscal Year Ending March 31, 1995 and incorporated
herein by reference)
4.3 Amended and Restated By-Laws of the Company (Filed
as Exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q for the period ending September 30,
1995 and incorporated herein by reference)
4.4 Sola Investors Inc. Stock Option Plan (Filed as
Exhibit 10.11 to the Company's Annual Report on
Form 10-K for the Fiscal Year Ending March 31,
1994 and incorporated herein by reference)
4.5 Amendment Number 1 to the Sola Investors Inc.
Stock Option Plan (Filed as Exhibit 10.21 to
Amendment No. 3 to the Company's Registration
Statement (File No. 33-87892) on Form S-1 and
incorporated herein by reference)
4.6 Sola International Inc. Stock Option Plan (Filed
as Exhibit 10.22 to Amendment No. 3 to the
Company's Registration Statement (File No.
33-87892) on Form S-1 and incorporated herein by
reference)
4.7 Amendment No. 1 to the Sola International Inc.
Stock Option Plan (Filed as Exhibit A to the Proxy
Statement of the Company, dated as of July 12,
1996, and incorporated herein by reference)
4.8 Amendment No. 2 to the Sola International Inc.
Stock Option Plan (Filed as Exhibit B to the Proxy
Statement of the Company, dated as of July 12,
1996, and incorporated herein by reference)
5.1 Opinion of Fried, Frank, Harris, Shriver &
Jacobson as to the validity of the shares of
Common Stock covered by the Registration Statement
23.1 Consent of Fried, Frank, Harris, Shriver &
Jacobson (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Ernst & Young 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;
(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 hereto)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this registration
statement; and
(iii) to include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
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 Section
15(d) of the Exchange Act that are incorporated by reference in
this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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,
each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act 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 Commission such indemnification is against
public policy as expressed in the Securities 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 Securities 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 Menlo Park, State of California, on October 24, 1996.
SOLA INTERNATIONAL INC.
By: /s/ Ian S. Gillies
--------------------
Ian S. Gillies
Vice President, Finance,
Chief Financial Officer,
Secretary and Treasurer
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:
SIGNATURE TITLE DATE
* Chairman of the Board October 24, 1996
- --------------------
Irving S. Shapiro
* President and Chief October 24, 1996
- -------------------- Executive Officer
John E. Heine (Principal Executive
Officer), Director
/s/ Ian S. Gillies Vice President, Finance, October 24, 1996
- -------------------- Chief Financial Officer,
Ian S. Gillies Secretary and Treasurer
(Principal Financial and
Accounting Officer)
* Director October 24, 1996
- --------------------
Douglas D. Danforth
* Director October 24, 1996
- --------------------
Hamish Maxwell
* Director October 24, 1996
- --------------------
Ruben F. Mettler
* Director October 24, 1996
- --------------------
Laurence Za Yu Moh
* Director October 24, 1996
- --------------------
Jackson L. Schultz
*By: /s/ Ian S. Gillies October 24, 1996
--------------------
Ian S. Gillies
Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4.1 Specimen Form of the Company's Common
Stock Certificate (Filed as Exhibit 4.1
to Amendment No. 3 to the Company's
Registration Statement (File No. 33-
87892) on Form S-1 and incorporated
herein by reference)
4.2 Amended and Restated Certificate of
Incorporation of the Company (Filed as
Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the Fiscal Year
Ending March 31, 1995 and incorporated
herein by reference)
4.3 Amended and Restated By-Laws of the
Company (Filed as Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q
for the period ending September 30,
1995 and incorporated herein by
reference)
4.4 Sola Investors Inc. Stock Option Plan
(Filed as Exhibit 10.11 to the
Company's Annual Report on Form 10-K
for the Fiscal Year Ending March 31,
1994 and incorporated herein by
reference)
4.5 Amendment Number 1 to the Sola
Investors Inc. Stock Option Plan (Filed
as Exhibit 10.21 to Amendment No. 3 to
the Company's Registration Statement
(File No. 33-87892) on Form S-1 and
incorporated herein by reference)
4.6 Sola International Inc. Stock Option
Plan (Filed as Exhibit 10.22 to
Amendment No. 3 to the Company's
Registration Statement (File No.
33-87892) on Form S-1 and incorporated
herein by reference)
4.7 Amendment No. 1 to the Sola
International Inc. Stock Option Plan
(Filed as Exhibit A to the Proxy
Statement of the Company, dated as of
July 12, 1996, and incorporated herein
by reference)
4.8 Amendment No. 2 to the Sola
International Inc. Stock Option Plan
(Filed as Exhibit B to the Proxy
Statement of the Company, dated as of
July 12, 1996, and incorporated herein
by reference)
5.1 Opinion of Fried, Frank, Harris,
Shriver & Jacobson as to the validity
of the shares of Common Stock covered
by the Registration Statement
23.1 Consent of Fried, Frank, Harris,
Shriver & Jacobson (included in Exhibit
5.1)
23.2 Consent of Ernst & Young LLP,
Independent Auditors
23.3 Consent of Ernst & Young LLP,
Independent Auditors
24.1 Powers of Attorney
[FRIED, FRANK, HARRIS, SHRIVER & JACOBSON NY LETTERHEAD]
212-859-8212
October 24, 1996 (FAX: 212-859-8585)
Sola International Inc.
2420 Sand Hill Road
Menlo Park, California 94025
Ladies and Gentlemen:
We are acting as special counsel to Sola
International Inc., a Delaware corporation (the "Company"), in
connection with the registration under the Securities Act of
1933, as amended, of 500,000 shares of the Company's common
stock, par value $.01 per share (the "Shares"), which may be
issued pursuant to options which may be granted under the Sola
International Inc. Stock Option Plan (the "Plan"). With your
permission, all assumptions herein have been made without any
independent investigation or verification on our part except
to the extent otherwise expressly stated, and we express no
opinion with respect to the subject matter or accuracy of such
assumptions or items relied upon.
In connection with this opinion, we have (i)
investigated such questions of law, (ii) examined originals or
certified, conformed or reproduction copies of such
agreements, instruments, documents and records of the Company,
such certificates of public officials and such other
documents, and (iii) received such information from officers
and representatives of the Company as we have deemed necessary
or appropriate for the purposes of this opinion.
In all such examinations, we have assumed the legal
capacity of all natural persons executing documents, the
genuineness of all signatures, the authenticity of original
and certified documents and the conformity to original or
certified copies of all copies submitted to us as conformed or
reproduction copies. As to various questions of fact relevant
to the opinion expressed herein, we have relied upon, and
assume the accuracy of, certificates and oral or written
statements and other information of or from representatives of
the Company and others.
Based upon the foregoing, and subject to the
limitations, qualifications and assumptions set forth herein,
we are of the opinion that the Shares, when issued in
accordance with the Plan and upon receipt by the Company of
the consideration therefor in accordance with the Plan, will
be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the
laws of the United States of America and the laws of the State
of New York and the General Corporation Law of the State of
Delaware, as currently in effect.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement on Form S-8 relating
to the registration of the Shares. In giving such consent, we
do not hereby admit that we are in the category of such
persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
The opinion expressed herein is solely for your
benefit and may not be relied on in any manner or for any
purpose by any other person or entity and may not be quoted in
whole or in part without our prior written consent.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
By: /s/ Timothy E. Peterson
-------------------------------
Timothy E. Peterson
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Sola International Inc.
Stock Option Plan and the Sola Investors Inc. Stock Option Plan
(as assumed by Sola International Inc.) of our report dated June
7, 1996 related to the combined financial statements of the
Worldwide Opthalmic Group of American Optical Corporation,
included in the Current Report on Form 8-K/A (Amendment No. 1) of
Sola International Inc. dated May 6, 1996, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Hackensack, New Jersey
October 21, 1996
Exhibit 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Sola International Inc.
Stock Option Plan and the Sola Investors Inc. Stock Option Plan
(as assumed by Sola International Inc.) of our report dated May
6, 1996 with respect to the consolidated financial statements and
schedule of Sola International Inc. included in its Annual Report
(Form 10-K) for the year ended March 31, 1996, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Palo Alto, California
October 21, 1996
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the persons whose
signatures appear below, constitute and appoint John E. Heine,
Ian S. Gillies and James H. Cox, and each of them, as their true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for them and in their names,
places, and steads, in any and all capacities, to sign the
Registration Statement on Form S-8 to be filed in connection with
the registration of up to 500,000 shares of the common stock of
Sola International Inc. issued or issuable pursuant to the Sola
International Inc. Stock Option Plan and any and all amendments
(including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting 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 therewith, as fully to all intents and
purposes as they might or could do in person, thereby ratifying
and confirming all that said attorneys-in-fact and agents, or any
of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: October 11, 1996
SIGNATURE
/s/ Irving S. Shapiro
- ------------------------- -------------------------
Irving S. Shapiro Hamish Maxwell
- ------------------------- -------------------------
John E. Heine Ruben F. Mettler
- ------------------------- -------------------------
Ian S. Gillies Laurence Za Yu Moh
- ------------------------- -------------------------
Douglas D. Danforth Jackson L. Schultz
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the persons whose
signatures appear below, constitute and appoint John E. Heine,
Ian S. Gillies and James H. Cox, and each of them, as their true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for them and in their names,
places, and steads, in any and all capacities, to sign the
Registration Statement on Form S-8 to be filed in connection with
the registration of up to 500,000 shares of the common stock of
Sola International Inc. issued or issuable pursuant to the Sola
International Inc. Stock Option Plan and any and all amendments
(including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting 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 therewith, as fully to all intents and
purposes as they might or could do in person, thereby ratifying
and confirming all that said attorneys-in-fact and agents, or any
of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: October 24, 1996
SIGNATURE
/s/ Hamish Maxwell
- ------------------------- -------------------------
Irving S. Shapiro Hamish Maxwell
/s/ John E. Heine /s/ Ruben F. Mettler
- ------------------------- -------------------------
John E. Heine Ruben F. Mettler
/s/ Ian S. Gillies /s/ Laurence Za Yu Moh
- ------------------------- -------------------------
Ian S. Gillies Laurence Za Yu Moh
/s/ Jackson L. Schultz
- ------------------------- -------------------------
Douglas D. Danforth Jackson L. Schultz
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the persons whose
signatures appear below, constitute and appoint John E. Heine,
Ian S. Gillies and James H. Cox, and each of them, as their true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for them and in their names,
places, and steads, in any and all capacities, to sign the
Registration Statement on Form S-8 to be filed in connection with
the registration of up to 500,000 shares of the common stock of
Sola International Inc. issued or issuable pursuant to the Sola
International Inc. Stock Option Plan and any and all amendments
(including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting 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 therewith, as fully to all intents and
purposes as they might or could do in person, thereby ratifying
and confirming all that said attorneys-in-fact and agents, or any
of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: October 14, 1996
SIGNATURE
- ------------------------- -------------------------
Irving S. Shapiro Hamish Maxwell
- ------------------------- -------------------------
John E. Heine Ruben F. Mettler
- ------------------------- -------------------------
Ian S. Gillies Laurence Za Yu Moh
/s/ Douglas D. Danforth
- ------------------------- -------------------------
Douglas D. Danforth Jackson L. Schultz
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the persons whose
signatures appear below, constitute and appoint John E. Heine,
Ian S. Gillies and James H. Cox, and each of them, as their true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for them and in their names,
places, and steads, in any and all capacities, to sign the
Registration Statement on Form S-8 to be filed in connection with
the registration of up to 500,000 shares of the common stock of
Sola International Inc. issued or issuable pursuant to the Sola
International Inc. Stock Option Plan and any and all amendments
(including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting 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 therewith, as fully to all intents and
purposes as they might or could do in person, thereby ratifying
and confirming all that said attorneys-in-fact and agents, or any
of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: October 11, 1996
SIGNATURE
- ------------------------- -------------------------
Irving S. Shapiro Hamish Maxwell
/s/ Ruben F. Mettler
- ------------------------- -------------------------
John E. Heine Ruben F. Mettler
- ------------------------- -------------------------
Ian S. Gillies Laurence Za Yu Moh
- ------------------------- -------------------------
Douglas D. Danforth Jackson L. Schultz
