<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM S-3
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 (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
2420 SAND HILL ROAD JOHN E. HEINE
MENLO PARK, CALIFORNIA 2420 SAND HILL ROAD
94025 MENLO PARK, CALIFORNIA
(415) 324-6868 94025
(Address, including zip (415) 324-6868
code, and (Name, address,
telephone number, including zip code,
including area code, and telephone number,
of registrant's including
principal executive area code, of agent for
offices) service)
___________________________________
Copies to:
TIMOTHY E. PETERSON, ESQ. DAVID J. BEVERIDGE, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & SHEARMAN & STERLING
JACOBSON 599 LEXINGTON AVENUE
ONE NEW YORK PLAZA NEW YORK, NEW YORK 10022
NEW YORK, NEW YORK 10004 (212) 848-4000
(212) 859-8000
___________________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ ] __________
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ] __________
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following
box. [ ]
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF SECURITIES PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE(1)
<S> <C> <C>
Common Stock, $.01 par value $50,000,000 $17,242
<FN>
__________
(1) The registration fee is being calculated on the basis of
the maximum aggregate offering price pursuant to Rule
457(o).
</TABLE>
___________________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED MAY 13, 1996
SOLA INTERNATIONAL INC.
COMMON STOCK
___________________________________
Sola International Inc. (the "Company" or "Sola") may from time
to time offer shares of its common stock, par value $.01
per share the "Common Stock"), in amounts and at prices to be
determined at the time of the offering. To the
extent required, the specific shares of Common Stock to be
sold, the purchase price, the public offering price,
the names of any underwriters and any applicable
commission or discount with respect to a particular
offering will be set forth in an accompanying
Prospectus Supplement. The Common Stock is traded
on the New York Stock Exchange under the symbol
"SOL." On May 10, 1996, the reported last
saleprice of the Common Stock on the New York
Stock Exchange was $32 3/8 per share.
___________________________________
SEE "RISK FACTORS" AT PAGE 5 FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
___________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
___________________________________
The date of this Prospectus is , 1996.
- -----------------------------------------------------------------------
(redherring information)
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission. These securities
may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This prospectus shall
not constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of these securities in any State in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
State.
<PAGE>
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE
HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT
CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON
STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED
HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL
TO MAKE SUCH AN OFFER OR SOLICITATION TO SUCH PERSON. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL
UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT
TO THE DATE HEREOF.
___________________________________
TABLE OF CONTENTS
Page Page
---- ----
Available Information....... 3 Use of Proceeds............. 7
Incorporation of Certain.... Description of Capital 8
Documents by Reference.... 3 Stock...................... 10
The Company................. 4 Plan of Distribution........ 11
Risk Factors................ 5 Legal Matters
Experts.................... 11
___________________________________
No action has been or will be taken in any jurisdiction by the
Company or any underwriter that would permit a public offering of
the Common Stock or possession or distribution of this Prospectus
in any jurisdiction where action for that purpose is required,
other than in the United States. Persons into whose possession
this Prospectus comes are required by the Company and the
underwriters to inform themselves about and to observe any
restrictions as to the offering of the Common Stock and the
distribution of this Prospectus.
In this Prospectus, references to "dollar" and "$" are to
United States dollars, and the terms "United States" and "U.S."
mean the United States of America, its states, its territories,
its possessions and all areas subject to its jurisdiction.
___________________________________
The Company has a number of trademarks and trade names,
including Spectralite(registered trademark), VIP Gold(registered
trademark), XL Gold(registered trademark), UltraGard(registered
trademark) and PermaGard Plus(registered trademark).
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement (which
term shall encompass any amendment thereto) on Form S-3 under the
Securities Act with respect to the shares of Common Stock offered
hereby. This Prospectus does not contain all the information set
forth in the Registration Statement and the exhibits and
schedules thereto, to which reference is hereby made. Statements
made in this Prospectus as to the contents of any contract,
agreement or other document referred to are not necessarily
complete. With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description
of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference.
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports and other
information with the Commission. The Registration Statement and
the exhibits and schedules thereto filed by the Company with the
Commission, as well as such reports, proxy statements and other
information filed by the Company with the Commission, may be
inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, and should also be available for
inspection and copying at the regional offices of the Commission
located in the Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade
Center, 13th Floor, New York, New York 10048. Copies of such
material can also be obtained by mail from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. Copies of such material are
available for inspection at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission pursuant to the Exchange Act (File No. 1-13606) are
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year
ended March 31, 1995, dated June 7, 1995, as amended by Form 10-
K/A dated June 21, 1995 (the "Form 10-K");
(2) The Company's Quarterly Reports on Form 10-Q for the
quarters ending June 30, 1995, September 30, 1995 and December
31, 1995;
(3) The Company's Current Report on Form 8-K dated June 7,
1995, the Company's Current Report on Form 8-K dated June 21,
1995 and the Company's Current Report on Form 8-K dated May 6,
1996; and
(4) The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on January 20, 1995, as amended February 17, 1995.
All other documents filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated
by reference herein and to be a part hereof from the respective
dates of the filing of such reports and documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or
<PAGE>
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to any person,
including any beneficial owner of Common Stock, to whom this
Prospectus is delivered, upon the written or oral request of such
person, a copy of any and all information incorporated by
reference in this Prospectus, other than exhibits to such
information (unless such exhibits are specifically incorporated
by reference in such documents). Such requests should be
directed to: Corporate Secretary, Sola International Inc., 2420
Sand Hill Road, Menlo Park, California 94025 (telephone (415) 324-
6868).
THE COMPANY
Sola designs, manufactures and distributes a broad range of
eyeglass lenses, primarily focusing on the faster growing plastic
lens segment of the global lens market. Sola has manufacturing
and distribution sites in five major regions-North America,
Europe, Australia, Asia and South America. The Company believes
it ranks first or second in unit sales of plastic eyeglass lenses
in each of these geographic regions (if the Japanese market is
excluded from Asia).
The principal executive offices of the Company are located at
2420 Sand Hill Road, Menlo Park, California 94025; the Company's
telephone number is (415) 324-6868.
<PAGE>
RISK FACTORS
Before purchasing the Common Stock offered hereby, a
prospective investor should consider the specific factors set
forth below as well as other information included or incorporated
by reference in this Prospectus. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and
"Business" in the Company's Form 10-K for a description of other
factors affecting the business of the Company.
HIGHLY COMPETITIVE INDUSTRY
The eyeglass lens and coating industry is highly competitive.
The Company competes principally on the basis of customer
service, the quality and breadth of product offerings, and price.
The eyeglass lens and coating industry is characterized by price
competition, which can be severe in certain markets, particularly
for standard products. Sola attempts, to the extent possible, to
counter competition on the basis of price by focusing on
providing a rapid response to orders, maintaining high fill
rates, developing differentiated new products, and educating
processing laboratories and eyecare practitioners on the benefits
of Sola lenses and coatings. There can be no assurance, however,
that the Company's competitors will not develop products or
services that are more effective or less expensive than the
Company's products or which could render certain of the Company's
products less competitive. Since recently-developed products
comprise a substantial portion of the Company's sales, the
Company's performance and future growth are dependent upon its
continuing ability to develop and market new products. Some of
the Company's competitors have significantly greater financial
resources than the Company to fund expansion and research and
development. See "-Substantial Indebtedness" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations-Liquidity and Capital Resources" in the Company's Form
10-K. Within a particular market, certain of the Company's
competitors may enjoy a "home-country" advantage over foreign
competition. In addition, in certain markets (primarily Europe),
the Company also faces competition from a number of its principal
competitors which are vertically integrated with processing
centers to a greater extent than the Company, enabling them to
customize prescription lenses. This limits the number of
independent lens processing customers to which the Company can
market its products.
INTERNATIONAL OPERATIONS
The Company operates manufacturing and distribution sites in
five major regions of the world-North America (including Mexico),
Europe, Australia (including the Middle East and Africa), Asia
and South America-and derived approximately half of its net sales
in fiscal 1995 from the sale of products outside the United
States. As a result, a significant portion of the Company's sales
and operations are subject to certain risks, including adverse
developments in the foreign political and economic environment,
tariffs and other trade barriers, staffing and managing foreign
operations and potentially adverse tax consequences. Although the
Company and its predecessors have been successfully conducting
business outside of the United States since its inception in
1960, there can be no assurance that any of these factors will
not have a material adverse effect on the Company's financial
condition or results of operations in the future.
The Company's interest expense is denominated predominantly in
U.S. dollars; its cash flow, however, is comprised of a variety
of currencies. Although the Company may enter into currency swap
agreements with financial institutions to reduce its exposure to
fluctuations in foreign currency values relative to its debt
obligations, such hedging transactions, if entered into, will not
eliminate that risk entirely. As a result of the Company's
worldwide operations, curency exchange rate fluctuations tend to
affect the Company's results of operations and financial
position. The Company has significant operations in Brazil, which
has, until recently, experienced a hyper-inflationary environment
and whose currency risk may not be effectively hedged. The
functional currency of the Company's operations in Brazil is the
U.S. dollar. Under U.S. generally accepted accounting principles
for hyper-inflationary countries, all translation
<PAGE>
and transaction adjustments of foreign operations are reflected
in the Company's statements of operations. The Company's
historical statements of operations reflect significant charges
to income primarily attributable to significant devaluations of
the Brazilian currency. There can be no assurance that
hyper-inflationary conditions will not return to Brazil or be
present in other countries in which the Company has significant
operations. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations-Currency Exchange
Rates" and "-Inflation" in the Company's Form 10-K.
RESTRICTIONS ON PAYMENT OF DIVIDENDS FROM SUBSIDIARIES
The Company's foreign operations are conducted through its
subsidiaries. These operations contribute significantly to the
Company's sales and profitability. The payment of dividends and
the making of loans and advances to the Company by its
subsidiaries may be subject to statutory restrictions, are
contingent upon the earnings of those subsidiaries and are
subject to various business considerations. Dividends and other
payments to the Company from subsidiaries in certain
jurisdictions are subject to legal restrictions and may have
adverse tax consequences to the Company. The Company intends to
remit dividends from its foreign operations subject to local cash
requirements and legal restrictions. Management reviews the need
for cash distributions to the Company from its foreign
subsidiaries on a case by case basis. If the need for cash
distributions from the subsidiaries should arise in the future,
there can be no assurance that the subsidiaries will be permitted
to make such cash distributions without legal restrictions or
adverse tax consequences to the Company. Commencing in fiscal
1996, the Company has provided for U.S. federal and state income
taxes on unremitted earnings of foreign subsidiaries.
SUBSTANTIAL INDEBTEDNESS
Although the Company's outstanding indebtedness was reduced by
application of the proceeds of the Company's initial public
offering in March 1995, the Company continues to have substantial
indebtedness. The Company's substantial indebtedness may limit
its capacity to respond to market conditions (including its
ability to satisfy capital expenditure requirements) or to meet
its contractual or financial obligations. In addition, pursuant
to the debt instruments governing the Company's indebtedness, the
Company is subject to restrictive covenants that could limit its
ability to conduct its business. Furthermore, the ability of the
Company to satisfy its obligations will be dependent upon its
future performance, which will be subject to prevailing economic
conditions and to financial, business and other factors,
including factors beyond the control of the Company. Through and
including December 15, 1998, interest on the Company's 9 5/8%
Senior Subordinated Notes due 2003 (the "Notes") will be payable
in cash semiannually at the rate of 6% per annum of the principal
amount at maturity of the Notes. After December 15, 1998,
interest on the Notes will accrue and be payable in cash
semiannually at the rate of 9 5/8% per annum of the principal
amount at maturity of the Notes. Although the Company believes
that cash flow from operations will be sufficient to meet all of
its debt service requirements and to fund its capital expenditure
requirements, there can be no assurance that this will be the
case.
RELIANCE ON KEY MANAGEMENT
The operation of the Company requires managerial and
operational expertise. Although all of the key management
employees have employment contracts with the Company, there can
be no assurance that such individuals will remain with the
Company. If, for any reason, such key personnel do not continue
to be active in the Company's management, operations could be
adversely affected.
DIVIDEND POLICY; RESTRICTIONS ON PAYMENT OF DIVIDENDS
The Company has not declared or paid any cash dividends on any
class of its capital stock, and does not intend to pay dividends
on its Common Stock in the foreseeable future. The Company's
Amended and Restated Bank Credit Agreement with the Bank of Nova
Scotia, and the Indenture governing the Notes (the "Indenture"),
restrict and limit the payment of dividends on the Common Stock.
See "Price Range of Common Stock and Dividend Policy" in the
Company's Form 10-K.
<PAGE>
ANTITAKEOVER PROVISIONS
The Company's Amended and Restated Certificate of
Incorporation and Amended and Restated By-Laws contain certain
provisions that could make more difficult the acquisition of the
Company by means of a tender offer, a proxy contest or otherwise.
These provisions include advance notice procedures for
stockholders to nominate candidates for election as directors of
the Company and for stockholders to submit proposals for
consideration at stockholders' meetings. In addition, the Company
is subject to Section 203 of the Delaware General Corporation
Law, which limits transactions between a publicly held company
and "interested stockholders" (generally, those stockholders who,
together with their affiliates and associates, own 15% or more of
a company's outstanding capital stock). This provision of
Delaware law also may have the effect of deterring certain
potential acquisitions of the Company. See "Description of
Capital Stock."
USE OF PROCEEDS
Unless otherwise specified in a Prospectus Supplement, the
Company currently expects to use the proceeds from the sale of
the Common Stock offered hereby for general corporate purposes,
including for working capital and the repayment of outstanding
indebtedness.
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The following brief description of the Company's capital stock
does not purport to be complete and is subject in all respects to
applicable Delaware law and to the provisions of the Company's
Amended and Restated Certificate of Incorporation (the "Restated
Certificate of Incorporation"), and Amended and Restated By-Laws
(the "By-Laws"), copies of which have been filed with the
Commission.
The authorized capital stock of the Company consists of
50,000,000 shares of Common Stock, par value $.01 per share, and
5,000,000 shares of preferred stock, par value $.01 per share
(the "Preferred Stock"). All outstanding shares of Common Stock
are validly issued, fully paid and nonassessable. Unless
otherwise provided in a Prospectus Supplement, no shares of
Preferred Stock are issued and outstanding.
COMMON STOCK
Holders of the Common Stock are entitled to one vote per share
on all matters to be voted upon by the Company's stockholders,
including the election of directors. Holders of Common Stock do
not have cumulative voting rights, and therefore holders of a
majority of the shares voting for the election of directors can
elect all of the directors. In such event, the holders of the
remaining shares will not be able to elect any directors.
Holders of the Common Stock are entitled to receive such
dividends as may be declared from time to time by the Board of
Directors of the Company out of funds legally available therefor,
after payment of dividends required to be paid on outstanding
Preferred Stock, if any, and subject to the terms of the
agreements governing the Company's long-term debt. See "Price
Range of Common Stock and Dividend Policy" in the Company's Form
10-K. In the event of the liquidation, dissolution or winding up
of the Company, the holders of Common Stock are entitled to share
ratably in all assets remaining after payment of liabilities,
subject to prior distribution rights of Preferred Stock then
outstanding, if any.
The Common Stock has no preemptive, conversion or redemption
rights and is not subject to further calls or assessments by the
Company.
PREFERRED STOCK
The Board of Directors of the Company is authorized without
further stockholder action to provide for the issuance from time
to time of up to 5,000,000 shares of Preferred Stock, in one or
more classes or series, with such powers, designations,
preferences and relative, participating, optional or other
special rights, qualifications, limitations or restrictions as
will be set forth in the resolutions providing for the issue of
such classes or series of Preferred Stock adopted by the Board of
Directors of the Company. The holders of Preferred Stock will
have no preemptive rights (unless otherwise provided in the
applicable resolutions or certificate of designation) and will
not be subject to future assessments by the Company. Such
Preferred Stock may have voting or other rights which could
adversely affect the rights of holders of the Common Stock. In
addition, the issuance of Preferred Stock, while providing
flexibility in connection with possible acquisitions and other
corporate purposes, could, under certain circumstances, make it
more difficult for a third party to gain control of the Company,
discourage bids for the Common Stock at a premium, or otherwise
adversely affect the market price of the Common Stock.
CERTAIN CHARTER AND BY-LAW PROVISIONS
The Restated Certificate of Incorporation, the By-Laws and
Delaware law contain certain provisions that could make more
difficult the acquisition of the Company by means of a tender
offer, a proxy contest or otherwise.
<PAGE>
ADVANCE NOTICE PROVISIONS FOR STOCKHOLDER NOMINATIONS AND
STOCKHOLDER PROPOSALS
The By-Laws establish an advance notice procedure for
stockholders to make nominations of candidates for election as
directors, or to bring other business before an annual meeting of
stockholders of the Company (the "Stockholder Notice Procedure").
The Stockholder Notice Procedure provides that only persons
who are nominated by, or at the direction of, the Company's Board
of Directors, or by a stockholder who has given timely written
notice to the Secretary of the Company prior to the meeting at
which directors are to be elected, will be eligible for election
as directors of the Company. The Stockholder Notice Procedure
provides that at an annual meeting only such business may be
conducted as has been specified in the notice of the meeting
given by, or at the direction of, the Company's Board of
Directors (or any duly authorized committee thereof) or by a
stockholder who has given timely written notice to the Secretary
of the Company of such stockholder's intention to bring such
business before such meeting.
Under the Stockholder Notice Procedure, for notice of
stockholder nominations to be made or business to be conducted at
an annual meeting to be timely, such notice must be received by
the Company not less than 60 days nor more than 90 days prior to
the date of the annual meeting or, in the event that less than 70
days notice or prior public disclosure of the date of the annual
meeting is given or made to stockholders, not later than the
close of business on the tenth day following the day on which
such notice was mailed or such public disclosure was made,
whichever first occurs. Under the Stockholder Notice Procedure,
for notice of a stockholder nomination to be made at a special
meeting at which directors are to be elected to be timely, such
notice must be received by the Company not later than the close
of business on the tenth day following the day on which such
notice of the date of the special meeting was mailed or public
disclosure of the date of the special meeting was made, whichever
first occurs.
In addition, under the Stockholder Notice Procedure, a
stockholder's notice to the Company proposing to nominate a
person for election as a director or conduct certain business at
an annual meeting must contain certain specified information. If
the Chairman of the Board of Directors presiding at a meeting
determines that a person was not nominated or other business was
not brought before the meeting in accordance with the Stockholder
Notice Procedure, such person will not be eligible for election
as a director or such business will not be conducted at such
meeting, as the case may be.
DIRECTOR'S LIABILITY
The Restated Certificate of Incorporation provides that to the
fullest extent permitted by the Delaware General Corporation Law
("Delaware Law") as it currently exists, a director of the
Company shall not be liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director.
Under current Delaware Law, liability of a director may not be
limited (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not
in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) in respect of certain unlawful dividend
payments or stock redemptions or repurchases and (iv) for any
transaction from which the director derives an improper personal
benefit. The effect of this provision of the Restated Certificate
of Incorporation is to eliminate the rights of the Company and
its stockholders (through stockholders' derivative suits on
behalf of the Company) to recover monetary damages against a
director for breach of the fiduciary duty of care as a director
(including breaches resulting from negligent or grossly negligent
behavior) except in the situations described in clauses (i)
through (iv) above. This provision does not limit or eliminate
the rights of the Company or any stockholder to seek non-monetary
relief such as an injunction or rescission in the event of a
breach of a director's duty of care. In addition, the Restated
Certificate of Incorporation provides that the Company shall
indemnify its directors, officers, employees and agents to the
fullest extent permitted by Delaware Law. The By-Laws provide
additional indemnification for the directors and officers of the
Company.
<PAGE>
SECTION 203 OF DELAWARE LAW
The Company is a Delaware corporation and is subject to
Section 203 of Delaware Law. In general, Section 203 prevents an
"interested stockholder" (defined as a person who, together with
affiliates and associates, beneficially owns (or within three
years, did beneficially own) 15% or more of a corporation's
outstanding voting stock) from engaging in a "business
combination" (as defined) with a Delaware corporation for three
years following the date such person became an interested
stockholder unless (i) before such person became an interested
stockholder, the board of directors of the corporation approved
the transaction in which the interested stockholder became an
interested stockholder or approved the business combination; (ii)
upon consummation of the transaction that resulted in the
interested stockholder becoming an interested stockholder, the
interested stockholder owns at least 85% of the voting stock of
the corporation outstanding at the time the transaction commenced
(excluding shares owned by persons who are both officers and
directors of the corporation and shares held by certain employee
stock ownership plans in which employee participants do not have
the right to determine confidentially whether shares held subject
to the plan will be tendered in a tender or exchange offer); or
(iii) following the transaction in which such person became an
interested stockholder, the business combination is approved by
the board of directors of the corporation and authorized at a
meeting of stockholders by the affirmative vote of the holders of
at least two-thirds of the outstanding voting stock of the
corporation not owned by the "interested stockholder." A
"business combination" generally includes mergers, stock or asset
sales and other transactions resulting in a financial benefit to
the "interested stockholder."
PLAN OF DISTRIBUTION
The Company may sell the shares of Common Stock to or
through Underwriters and also may sell the shares of Common Stock
directly to other purchasers or through agents.
The distribution of the shares of Common Stock may be
effected from time to time in one or more transactions at a fixed
price or prices, which may be changed, at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
Sales of Common Stock offered hereby may be effected from
time to time in one or more transactions on the New York Stock
Exchange or in negotiated transactions or a combination of such
methods of sale, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at other
negotiated prices.
In connection with the sale of the shares of Common Stock,
underwriters or agents may receive compensation from the Company
or from purchasers of shares for whom they may act as agents in
the form of discounts, concessions or commissions. Underwriters
may sell shares of Common Stock to or through dealers, and such
dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agents.
Underwriters, dealers and agents that participate in the
distribution of the shares of Common Stock may be deemed to be
underwriters, and any discounts or commissions received by them
from the Company and any profit on the resale of the shares of
Common Stock by them may be deemed to be underwriting discounts
and commissions, under the Securities Act. Any such underwriter
or agent will be indentified, and any such compensation received
from the Company will be described in a Prospectus Supplement.
Under agreements which may be entered into by the Company,
underwriters and agents who participate in the distribution of
the shares of Common Stock may be entitled to indemnification by
the Company against certain liabilities, including liabilities
under the Securities Act.
<PAGE>
If so indicated in a Prospectus Supplement, the Company will
authorize underwriters or other persons acting as the Company's
agents to solicit offers by certain institutions to purchase
shares of Common Stock from the Company pursuant to contracts
providing for payment and delivery on a future date.
Institutions with which such contracts may be made include
commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and
others, but in all cases such institutions must be approved by
the Company. The obligations of any purchaser under any such
contract will be subject to the condition that the purchase of
the shares of Common Stock shall not at the time of delivery be
prohibited under the laws of the jurisidiction to which such
purchaser is subject. The underwriters and such other agents
will not have any responsibility in respect of the validity or
performance of such contracts.
Certain of the underwriters or agents and their associates
may engage in transactions with and perform services for the
Company in the ordinary course of business.
Any Common Stock sold pursuant to a Prospectus Supplement
will be listed on the New York Stock Exchange, subject to
official notice of issuance.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will
be passed upon for the Company by Fried, Frank, Harris, Shriver &
Jacobson, a partnership including professional corporations, New
York, New York.
EXPERTS
The consolidated financial statements and financial statement
schedule of the Company as of March 31, 1995 and 1994 and for the
year ended March 31, 1995 and for the four months ended March 31,
1994 and the combined financial statements and financial
statement schedule of the Predecessor Business for the eight
months ended November 30, 1993 appearing in Sola International
Inc.'s Annual Report (Form 10-K) for the year ended March 31,
1995, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such consolidated and
combined financial statements and financial statement schedule
are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting
and auditing.
The combined financial statements and financial statement
schedule of the Company for the year ended March 31, 1993,
incorporated by reference in this Prospectus and the Registration
Statement, have been audited by Coopers & Lybrand L.L.P.,
independent accountants, as set forth in their reports thereon
incorporated by reference in this Prospectus and in the
Registration Statement, and are incorporated by reference in
reliance upon such reports given upon the authority of said firm
as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
The following table shows the expenses, other than
underwriting discounts and commissions, to be incurred in
connection with the sale and distribution of securities being
registered by the Company.
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee $ 17,242
NYSE Listing Fee
Blue Sky Fees and Expenses
Legal Fees and Expenses
Accounting Fees and Expenses
Printing Expenses
Miscellaneous Expenses __________
Total $
==========
_____________
<FN>
* Except for the SEC registration fee, all of the foregoing
expenses have been estimated.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant, as a Delaware corporation, is empowered by
Section 145 of the Delaware General Corporation Law (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 Registrant. 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 Registrant's By-Laws provide for
indemnification by the Registrant or of its directors and
officers to the full extent permitted by the DGCL. Pursuant to
Section 145 of the DGCL, the Registrant 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 Registrant'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."
The undersigned registrant has entered into agreements to
provide indemnification for its directors in addition to the
indemnification provided for in the Registrant's 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 Registrant, on account of services as a
director or officer of any affiliate of the Registrant, or as a
director or officer of any other company or enterprise that the
indemnitee provides services to at the request of the Registrant.
<PAGE>
ITEM 16. EXHIBITS
1.1* - Form of Underwriting Agreement
2.1. - Purchase Agreement between Sola International
Inc. and American Optical Corporation, dated as of
May 6, 1996 (Filed as Exhibit 2 to the Form 8-K
of the Company, dated May 6, 1996, and
incorporated herein by reference)
4.1 - Specimen Form of Company's Common Stock
Certificate (Filed as Exhibit 4.1 to the
Registration Statement, as amended, on Form S-1 of
the Company (File No. 33-87892) and incorporated
herein by reference)
4.2 - Amended and Restated Certificate of
Incorporation of the Company (Filed as Exhibit 3.1
to the Annual Report on Form 10-K of the Company,
dated June 7, 1995, and incorporated herein by
reference)
4.3 - Amended and Restated By-Laws of the Company
(Filed as Exhibit 3.2 to the Registration
Statement, as amended, on Form S-1 of the Company
(File No. 33-87892) and incorporated herein by
reference)
5.1* - Opinion of Fried, Frank, Harris, Shriver &
Jacobson, counsel to the Company, as to the
legality of the securities being registered
23.1* - Consent of Fried, Frank, Harris, Shriver &
Jacobson (included in Exhibit 5.1)
23.2 - Consent of Coopers & Lybrand L.L.P.,
independent accountants
23.3 - Consent of Ernst & Young LLP, independent
auditors
24.1 - Powers of Attorney
______________________________
* To be filed in an amendment.
ITEM 17. 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; 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 (1)(i) and (1)(ii) 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 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
<PAGE>
(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.
The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection 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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in Menlo Park, California on the thirteenth day of
May, 1996.
SOLA INTERNATIONAL INC.
By: /s/ Ian S. Gillies
--------------------------
Ian S. Gillies
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
*
- ----------------------------- Chairman of the May 13, 1996
Irving S. Shapiro Board
*
- ----------------------------- President and May 13, 1996
John E. Heine Chief Executive
Officer (Principal
Executive
Officer), Director
/s/ Ian S. Gillies
- ----------------------------- Vice President, May 13, 1996
Ian S. Gillies Finance, Chief
Financial Officer,
Treasurer and
Secretary
(Principal
Financial and
Accounting
Officer)
*
- ----------------------------- Director May 13, 1996
Douglas D. Danforth
*
- ----------------------------- Director May 13, 1996
Hamish Maxwell
*
- ----------------------------- Director May 13, 1996
Ruben F. Mettler
*
- ----------------------------- Director May 13, 1996
Laurence Za Yu Moh
*
- ----------------------------- Director May 13, 1996
Jackson L. Schultz
*By: /s/ Ian S. Gillies
----------------------- May 13, 1996
Ian S. Gillies
Attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
Exhibits
1.1* - Form of Underwriting Agreement
2.1. - Purchase Agreement between Sola
International Inc. and American
Optical Corporation, dated as of May
6, 1996 (Filed as Exhibit 2 to the
Form 8-K of the Company, dated May
6, 1996, and incorporated herein by
reference)
4.1 - Specimen Form of Company's Common
Stock Certificate (Filed as Exhibit
4.1 to the Registration Statement,
as amended, on Form S-1 of the
Company (File No. 33-87892) and
incorporated herein by reference)
4.2 - Amended and Restated Certificate of
Incorporation of the Company (Filed
as Exhibit 3.1 to the Annual Report
on Form 10-K of the Company, dated
June 7, 1995, and incorporated
herein by reference)
4.3 - Amended and Restated By-Laws of the
Company (Filed as Exhibit 3.2 to
the Registration Statement, as
amended, on Form S-1 of the Company
(File No. 33-87892) and incorporated
herein by reference)
5.1* - Opinion of Fried, Frank, Harris,
Shriver & Jacobson, counsel to the
Company, as to the legality of the
securities being offered
23.1* - Consent of Fried, Frank, Harris,
Shriver & Jacobson (incorporated
in Exhibit 5.1)
23.2 - Consent of Coopers & Lybrand L.L.P.,
independent accountants.
23.3 - Consent of Ernst & Young LLP,
independent auditors
24.1 - Powers of Attorney
______________________________
* To be filed in an amendment.
<PAGE>
EXHIBIT 23.2
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-3 of our report dated May 4, 1993, on our
audit of the financial statements and financial statement
schedule of Sola Group for the year ended March 31, 1993, which
appear in the Annual Report on Form 10-K. We also consent to the
reference to our firm under the caption "Experts".
COOPERS & LYBRAND L.L.P.
San Jose, California
May 8, 1996
<PAGE>
EXHIBIT 23.3
<PAGE>
EXHIBIT 23.3
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3) and related
Prospectus of Sola International Inc. and to the incorporation by
reference therein of our report dated May 5, 1995, with respect
to the consolidated financial statements and financial statement
schedule of Sola International Inc. as of March 31, 1995 and
1994, for the year ended March 31, 1995 and for the four months
ended March 31, 1994, and the combined financial statements of
the Predecessor Business for the eight months ended November 30,
1993, included in its Annual Report (Form 10-K) for the year
ended March 31, 1995, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Palo Alto, California
May 8, 1996
<PAGE>
EXHIBIT 24.1
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the persons whose
signatures appear below, constitute and appoint John E. Heine and
Ian S. Gillies 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 to
be filed in connection with the public offering of common stock
of Sola International Inc. and any and all amendments (including
post-effective amendments) to the Registration Statement, and any
subsequent Registration Statement filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, 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 substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated: May 13, 1996
------------------
/s/ Hamish Maxwell
- ------------------------ -------------------------
Irving Shapiro Hamish Maxwell
/s/ John E. Heine
- ------------------------ -------------------------
John E. Heine Ruben F. Mettler
/s/ Ian S. Gillies /s/ Lawrence Za Yu Moh
- ------------------------ -------------------------
Ian S. Gillies Lawrence Za Yu Moh
/s/ Jackson L. Schultz
- ------------------------ -------------------------
Douglas D. Danforth Jackson L. Schultz
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the persons whose
signatures appear below, constitute and appoint John E. Heine and
Ian S. Gillies 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 to
be filed in connection with the public offering of common stock
of Sola International Inc. and any and all amendments (including
post-effective amendments) to the Registration Statement, and any
subsequent Registration Statement filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, 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 substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated: May 9, 1996
--------------------
- ------------------------ -------------------------
Irving Shapiro Hamish Maxwell
- ------------------------ -------------------------
John E. Heine Ruben F. Mettler
- ------------------------ -------------------------
Ian S. Gillies Lawrence Za Yu Moh
/s/ Douglas D. Danforth
- ------------------------ -------------------------
Douglas D. Danforth Jackson L. Schultz
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the persons whose
signatures appear below, constitute and appoint John E. Heine and
Ian S. Gillies 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 to
be filed in connection with the public offering of common stock
of Sola International Inc. and any and all amendments (including
post-effective amendments) to the Registration Statement, and any
subsequent Registration Statement filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, 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 substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated: May 8, 1996
-------------------
/s/ Irving S. Shapiro
- ------------------------ -------------------------
Irving Shapiro Hamish Maxwell
- ------------------------ -------------------------
John E. Heine Ruben F. Mettler
- ------------------------ -------------------------
Ian S. Gillies Lawrence Za Yu Moh
- ------------------------ -------------------------
Douglas D. Danforth Jackson L. Schultz
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the persons whose
signatures appear below, constitute and appoint John E. Heine and
Ian S. Gillies 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 to
be filed in connection with the public offering of common stock
of Sola International Inc. and any and all amendments (including
post-effective amendments) to the Registration Statement, and any
subsequent Registration Statement filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, 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 substitutes, may lawfully do or
cause to be done by virtue hereof.
Dated: May 6, 1996
-------------------
- ------------------------ -------------------------
Irving Shapiro Hamish Maxwell
/s/ Ruben F. Mettler
- ------------------------ -------------------------
John E. Heine Ruben F. Mettler
- ------------------------ -------------------------
Ian S. Gillies Lawrence Za Yu Moh
- ------------------------ -------------------------
Douglas D. Danforth Jackson L. Schultz
