As filed with the Securities and Exchange Commission
on December 22, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MACE SECURITY INTERNATIONAL, INC.
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(Exact name of registrant as specified in charter)
Delaware 03-0311630
------------------- ---------------
(State or other (IRS Employer
jurisdiction of I.D. Number)
incorporation)
160 Benmont Avenue
Bennington, Vermont 05201
(802) 447-1503
---------------------
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
Jon E. Goodrich
Chief Executive Officer
Mace Security International, Inc.
160 Benmont Avenue
Bennington, Vermont 05201
(802) 447-1503
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Please send copies of all communications to:
Germaine Curtin, Esq.
Herzog, Engstrom & Koplovitz, P.C.
99 Pine Street
Albany, New York 12207
(518) 465-7581
<PAGE>
Approximate date of commencement of proposed sale to the public:
After exercise of options; as early as ______________
If the only securities being registered pursuant to 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(b)
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 [ ]
<TABLE>
Calculation of Registration Fee
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<CAPTION>
Proposed
Title of Proposed maximum
securities Amount maximum aggregate Amount of
to be to be offering price offering Registration
registered registered<F1> per share<F2> price Fee
<S> <C> <C> <C> <C>
Common Stock, 300,000 1.71875 $576,625 $143.34
par value
$0.01 share
==============================================================================
<FN>
<F1> Pursuant to Rule 416 of the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also covers such additional Common
Stock, par value $0.01 per share (the "Common Stock"), as may become
issuable pursuant to the anti-dilution provisions of the July 14, 1998
Warrant Agreement between the Company and Armor Holdings, Inc.
<F2> Pursuant to paragraph (c) of Rule 457 of the General Rules and
Regulations under the Securities Act, the filing fee has been calculated
by using the average of the high and low sale price of such securities
on the NASDAQ Stock Market on December 7, 1998, which date is within
five business days prior to initial filing.
</FN>
</TABLE>
<PAGE>
FORM S-3 ITEM AND HEADING LOCATION IN PROSPECTUS
I. Forepart of the Registration Statement Front Cover Page
and Outside Front Cover Page of
Prospectus
II. Inside Front and Outside Back Cover Inside Front Cover Page
Pages of Prospectus
III. Summary Information, Risk Factors and The Company and Risk Factors
Ratio of Earnings to Fixed Charges
IV. Use of Proceeds Use of Proceeds
V. Determination of Offering Price Not applicable
VI. Dilution Not applicable
VII. Selling Security Holders Selling Shareholder
VIII. Plan of Distribution Plan of Distribution
IX. Description of Securities to be Not applicable
Registered
X. Interests of Named Experts and Counsel Legal Matters; Experts
XI. Material Changes Not applicable
XII. Incorporation of Certain Information by Incorporation of Certain
Reference Documents by Reference
XIII. Disclosure of Commission Position on Indemnification
Indemnification for Securities Act
Liabilities
<PAGE>
Reoffer Prospectus
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MACE SECURITY INTERNATIONAL, INC.
---------------------------------------
300,000 Shares
COMMON STOCK
(Par Value $0.01 Per Share)
----------------------------------------
Mace Security International, Inc.(the "Company") sold its Law
Enforcement division to a subsidiary of Armor Holdings, Inc. in July of 1998.
In connection with the sale, the Company granted to Armor Holdings, Inc. a
Warrant to purchase 300,000 shares of the Company's common stock, par value
$.01 per share (the "Common Stock"). This Prospectus is being used by Armor
Holdings, Inc. to sell the shares covered by the Warrant, from time to time,
if and when the Warrant is exercised and AHI elects to resell the shares.
The Warrant may be exercised for all 300,000 shares or any part of the
300,000 shares covered by the Warrant.
The Company does not know if or when AHI will exercise the Warrant.
AHI has the right to exercise the Warrant at any time.
The Company will receive $1.25 per share for each share issued to AHI upon
its exercise of the Warrant. The Company will not receive any of the proceeds
from the sale of the shares by AHI. All expenses of registration incurred in
connection with this offering are being paid by the Company, but all selling
and other expenses incurred by AHI in connection with the sale of the shares
will be paid by AHI.
Throughout this document AHI may also be referred to as the Selling
Shareholder.
The Company is not aware of any underwriting arrangements with respect to the
sale by the Selling Shareholder of any of the shares offered by this
Prospectus.
The shares of the Company's Common Stock are listed on The NASDAQ Stock Market
("NASDAQ") under the symbol "MACE". Shares of Common Stock which may be
issued upon exercise of the Warrant will also be listed on NASDAQ. On
December 17, 1998 the last sale prices of the Common Stock on the NASDAQ was
$1.5625 per share. You are urged to obtain current market data.
The shares may be offered by or for the account of AHI, from time to
time, on NASDAQ or on any stock exchange on which the shares may be listed at
the time of sale. They may also be sold by AHI in negotiated transactions, or
through a combination of all of the manners of sale just mentioned. The offer
price may be fixed by AHI or offered at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, or at negotiated
prices.
The Selling Shareholder may effect such transactions by selling shares to or
through broker-dealers. The broker-dealers may receive compensation in the
form of discounts, concessions, or commissions from the Selling Shareholder
and/or the purchaser of shares if the broker-dealers act as agent or
principal, or both. The compensation paid to any particular broker-dealer
might be in excess of customary commissions. Any broker-dealer that acquires
shares from the Selling Shareholder may sell such shares in its normal market
making activities, through other brokers on a principal or agency basis, in
negotiated transactions, or through a combination of such methods. (See the
sections entitled "Selling Shareholder" and "Plan of Distribution.")
THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS INVOLVE INVESTMENT
RISKS. YOU COULD LOSE YOUR ENTIRE INVESTMENT.
BEFORE PURCHASING ANY SHARES OFFERED BY THIS PROSPECTUS YOU SHOULD
CONSIDER THE RISKS OF YOUR PURCHASE, WHICH ARE CONSIDERABLE. PLEASE READ THE
SECTION ENTITLED "RISK FACTORS" FOR INFORMATION CONCERNING THE COMPANY'S
CURRENT FINANCIAL POSITION AND OTHER IMPORTANT FACTORS. YOU SHOULD ALSO READ
ALL DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. THESE ARE
LISTED IN THE SECTION ENTITLED "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE."
You should rely only on the information contained in this document or in
the documents incorporated by referece. The Company has not authorized anyone
to provide you with information that is different. This Prospectus is not an
offer to sell the shares and is not soliciting an offer to buy the shares in
any state where the offer or sale is not permitted. You should not assume
that the information in this Prospectus or any of its supplements is accurate
as of any date other than the date of this Prospectus.
- -----------------------------------------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this Prospectus. Any representation to the contrary
is a criminal offense.
- -----------------------------------------------------------------------------
The date of this Prospectus is December 22, 1998.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION ABOUT THE COMPANY
The Company files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports and information relate to the Company's
business, financial condition and other matters. You may read and copy these
reports, proxy statements and other information at the Public Reference Room
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the regional offices of the Commission located at 7 World Trade Center, Suite
1300, New York, New York 10048 and at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. You may obtain information on the operation of the
Commission's Public Reference Room in Washington, D.C. by calling the
Commission at 1-800-SEC-0330. Copies may be obtained from the Commission upon
payment of the prescribed fees. The Commission maintains an Internet Web site
that contains reports, proxy and information statements and other information
regarding the Company and other registrants that file electronically with the
Commission. The address of such site is http://www.sec.gov
You may also obtain the annual, quarterly and special reports, proxy
statements and other information from the Company at 160 Benmont Avenue,
Bennington, Vermont 05201, and such documents may be inspected at such
offices.
This Prospectus is a part of a Registration Statement on Form S-3 (the
"Registration Statement") filed with the Commission by the Company. This
Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits thereto. Statements about the
contents of other documents contained in this Prospectus or in any other
filing to which we refer you are not necessarily complete. You should review
the actual copy of such documents filed as an exhibit to the Registration
Statement or such other filing. Copies of the Registration Statement and
these exhibits may be obtained from the Commission as indicated above upon
payment of the fees prescribed by the Commission. (See also "Incorporation
of Certain Documents by Reference.")
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows the Company to "incorporate by reference" the
information it files with them, which means that the Company can disclose
important information to you by referring to those documents. The information
incorporated by reference is considered to be part of this Prospectus,
and information that the Company files later with the Commission will
automatically update and supercede this information. The Company incorporates
by reference the documents listed below and any future filings made with the
Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), until the selling shareholder
sells all the shares offered hereby or the Company decides to terminate this
offering earlier:
(a) The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1997, as filed with the Commission on April 15, 1998,
and the Company's Annual Report on Form 10-KSB/A for the fiscal year ended
December 31, 1997, as filed with the Commission on June 5, 1998.
(b) The Company's Quarterly Report on Form 10-QSB/A for the fiscal
quarter ended March 31, 1997, as filed with the Commission on June 5, 1998,
its Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30,
1998, as filed with the Commission on August 19, 1998 and its Quarterly
Report on Form 10-QSB for the fiscal quarter ended September 30, 1998, as
filed with the Commission on November 16, 1998.
(c) The description of the Company's securities contained in the
Company's Registration Statement on Form SB-2 as filed with the Commission on
November 12, 1993.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request, a copy of any or
all of the documents incorporated by reference in this Prospectus (excluding
exhibits to such documents unless such exhibits are specifically incorporated
by reference). Written or telephone requests should be directed to Mr.
Eduardo Nieves, Jr., Corporate Secretary, Mace Security International, Inc.,
160 Benmont Avenue, Bennington, Vermont 05201, telephone:(802) 447-1503.
<PAGE>
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus contains statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933
(the "Securities Act") and Section 21E of the Exchange Act. These statements
appear in a number of places in this Prospectus and include statements
regarding the intent, belief or current expectations of the Company, its
directors or its officers with respect to methods and strategies to enhance
shareholder value, including, among other things, generating growth in the
Consumer market through franchising of Mace Security Centers(TM), product
diversification, potential acquisitions or dispositions, strategic alliances,
stock issuances and/or restructuring management.
Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties. Actual
results may differ materially from those projected or discussed in the
forward-looking statements as a result of various factors. Among others,
factors that could adversely affect actual results and performance include:
- competition;
- inventory management and turnover levels;
- realization of cost savings; and
- demand for the Company's products and franchises.
The accompanying information contained in this Prospectus, including, without
limitation, the information set forth under the heading "Risk Factors,"
identifies important additional factors that could materially adversely
affect actual results and performance. Prospective investors are urged to
carefully consider such factors.
All forward-looking statements attributable to the Company are expressly
qualified in their entirety by the foregoing cautionary statement.
<PAGE>
THE COMPANY
Mace Security International, Inc. (the "Company") is a well known
producer of less-lethal defense sprays for the Consumer market and a marketer
of Consumer safety and security products.
The original Mace(R) brand defense spray was developed in 1965 for use
as a safe, effective, and humane deterrent against physical attack, but was
sold primarily to law enforcement, correctional, military and certain
governmental agencies(the "Law Enforcement market") by a third party
unrelated to the Company. In late 1987, the Company was established
and acquired an exclusive license to market products for the civilian consumer
market only (the "Consumer market") under the Mace(R) brand name in the
continental United States. Although not actively promoted in the Consumer
market until 1988, the Mace(R) brand registered trademark has become one of
the country's most widely recognized brand labels.
In March 1994, the Company acquired substantially all of the assets,
and assumed certain of the liabilities of, the Federal Laboratories division
of TransTechnology Corporation. As a result of that acquisition, the Company
became a leading manufacturer and distributor of tear gas grenades,
projectiles and sprays to the Law Enforcement market. The Law Enforcement
division offered a full line of chemical munitions and accessories designed
for outdoor crowd distribution and confined area use as well as for riot and
barricade situations.
On July 14, 1998, the Company sold substantially all of the assets of
the Law Enforcement division to a subsidiary of Armor Holdings, Inc. ('AHI'
or the "Selling Shareholder.") Pursuant to the terms of the April 2, 1998
Purchase Agreement, the Company sold all of the inventory, fixed assets and
intangibles of the division and granted the Selling Shareholder a 99 year
paid-up license to exploit the Mace(R) brand and other related trademarks in
the Law Enforcement market only. The assets of the Law Enforcement division
constituted a substantial part of the Company's assets.
In connection with the July 14, 1998 transaction, the Company also
issued to the Selling Shareholder a Warrant to purchase 300,000 shares of
Common Stock of the Company with a term of three years and an exercise price
equal to $1.25 per share. This Prospectus relates to the resale by the
Selling Shareholder of the Common Stock underlying such Warrant.
Mace Anti Crime Bureau, Inc. ("MACB"), an extension of the Consumer
division and a wholly owned subsidiary of the Company, was formed in 1998 to
hold the assets of the Company's Mace Anti Crime Bureau division. This
division developed and is currently marketing the MaceCash(TM) dye pack
system , as well as other related security products, to the financial
community and other customers that have a need to secure their products, such
as jewelry carriers.
The Company launched its franchise program for Mace
Security Centers(TM) in mid 1998 and has sold two franchises, one in South
Africa and one in Chile.
The Company's long term goal is to maximize shareholder value; that
is to increase the market value of the shares on NASDAQ. The Board of
Directors will consider all opportunities to do so, including, among other
things, generating growth in the Consumer market through franchising of Mace
Security Centers(TM), product diversification, potential acquisitions or
dispositions of the Company or certain divisions, strategic alliances, stock
issuances and/or restructuring management.
<PAGE>
Products and Lines of Merchandise
The Company designs, markets and sells its Consumer product line for
use in protection of the home and automobile, and for personal and child
protection. These products include a line of personal alarms, whistles,
window and door security alarms and defense sprays. The Mace Security
Centers(TM) offer a wider range of out-sourced products, including some home
security systems, child monitors, cellular phones and pagers and other
security devices.
In 1997, MACB completed product development of a highly cost
competitive "dye-pack" used by financial institutions for robbery protection.
It was introduced to trade shows in the fall of 1997 as "MaceCash(TM)". MACB
is also in the process of developing other safeguard devices for use by
financial institutions and armored cars in the physical transportation of
cash and by other customers for the physical transportation of other
valuables, such as jewelry. Other services provided by MACB to financial
institutions are state-of-the-art training videos and crisis response
materials.
Distribution/Market Segments for Security Products and Services
Distribution of the Company's Consumer products and services is
aimed at the Consumer market. The Company's Consumer market includes mass
merchants/department stores, consumer catalogues and guns/sporting goods,
hardware, auto, convenience, and drug stores. Each market category is reached
through dedicated in-house sales managers, and/or through a nationwide
network of manufacturers' representatives. Market categories are also reached
through catalogue, magazine and trade publication advertising and promotion
at industry trade shows.
The Company also sells directly to wholesale distributors and directly
to certain large retail accounts. Mail order and specialty accounts are also
generally handled directly by the Company.
The Company is attempting to expand its distribution channels by
franchising its Mace Security Centers(TM) retail stores. As previously
mentioned, the Company has sold two franchises, one in South Africa and one
in Chile.
MACB's market includes financial institutions and related businesses
throughout the world. Sales efforts for MaceCash(TM) in the domestic market
are expected to be conducted through direct marketing and the use of
independent sales representatives and distributors as well as exhibitions at
national trade shows and advertisement in trade publications. International
marketing efforts are expected to be conducted primarily through independent
distributors.
The Company has realized limited success in exporting its Consumer
product line.
The Company is incorporated in Delaware, and its principal executive
offices are located at 160 Benmont Avenue, Bennington, Vermont 05201. The
telephone number is (802) 447-1503.
<PAGE>
<TABLE>
<CAPTION>
THE OFFERING
<S> <C>
Securities Offered 300,000 Shares of Common Stock,
by Selling Shareholder........... par value $.01 per share
Common Stock Outstanding......... 6,825,000 Shares <F1>
NASDAQ Symbol.................... MACE <F2>
- ---------------------
<FN>
<F1> Does not include 630,000 shares of Common Stock reserved for
issuance pursuant to the Mace Security International, Inc.
Non-Qualified Stock Option Plan under which securities offered
pursuant to the June 9, 1997 Prospectus were or are to be issued,
60,000 warrants issued in connection with the acquisition of the
assets of Kindergard Corporation, or the Warrant issued to the
Selling Shareholder.
<F2> Listing on NASDAQ provides no assurance that an active and liquid
trading market for the Common Stock will be maintained.
</FN>
</TABLE>
Proceeds
All of the proceeds of the offering will be received by the Selling
Shareholder. (See "Use of Proceeds").
Risk Factors
Investment in the shares involves a high degree of risk. (See "Risk
Factors".)
<PAGE>
RISK FACTORS
Prospective investors, prior to purchasing any shares offered hereby,
should consider carefully the specific factors set forth below, as well as
the other information regarding the Company appearing elsewhere in this
Prospectus, primarily in the documents incorporated by reference.
Voting Control by Existing Stockholders
Jon E. Goodrich, the Company's President and CEO owns approximately
33% of the Company's outstanding stock. Separately, the Company is aware
that two other individuals, David Nagelburg and Ronald Heller each own
approximately 9.9% of the Company's outstanding stock. Consequently,
while such persons are not acting as a group, they have a great deal of
influence over the affairs of the Company. It only requires the vote of the
shares controlled by these three individuals to determine the election of
Board members, to enter into transactions with their affiliates and related
parties and to approve or prevent any proposed merger, sale of assets or
other business combination.
Financial Performance; Lack of Profitability
Other than a nominal profit from both continuing and discontinued
operations for the fiscal quarter ended September 30, 1998, the Company has
not reported a profitable quarter since the quarter ended June 30, 1997. The
Company has not had a profitable fiscal year since 1993. The Company has
recently sold its Law Enforcement division which constituted approximately
64%of the Company's sales. The Company has not been able to proportionally
reduce its overhead following the sale of its Law Enforcement division due to
fixed rent and other facility related expenses that are no longer needed.
Safety; Product Liability
Although the Company has not been held liable for any permanent physical
injury caused by the Company's defense sprays, the Company is the subject of
several claims of injury and death allegedly resulting from its defense
sprays. The Company does not anticipate that any of these claims will result
in the payment of damages in excess of the Company's insurance coverage.
The Company is also aware of the following concerns involving defense
sprays generally:
-The Federal Justice Department is studying the role that pepper defense
sprays, other than those sold by the Company, may have had in the deaths of
prisoners and suspects in custody who were sprayed by law enforcement
personnel.
-The effectiveness of defense spray products is affected by the target's
size, state of rage, degree of intoxication and tolerance for pain.
- There have been recent reports of incidents in which, among other
things, defense sprays (i)have been mischievously or improperly used, in some
cases by minors, or (ii)have not been instantly effective.
Incidents of this type, or others, could result in additional product
liability or other claims, or to claims that past or future advertising,
packaging or other practices should have been modified or should be modified
in the future. Moreover, these types of claims could result in additional,
stricter regulation defense sprays. If any of the foregoing occurs, they
could have a serious negative effect on sales.
The Company maintains product liability insurance which covers the
Company and its dealers against certain product liability claims. However,
there is no assurance that the Company's insurance coverage will be adequate
in the event of a valid claim, or that publicity surrounding such claims
might not adversely affect the Company.
Dependence on Continued Demand for Defense Sprays
Sales of defense sprays to the Consumer market accounted for a
significant percent of the Company's total sales from continuing operations
in 1997. Accordingly, despite the marketing of new security products
internally developed or obtained through acquisition, any significant
decreased demand in the defense spray market, whether due to negative
publicity, government regulation, law enforcement policies or otherwise,
could have a material adverse effect on the Company's results of operations
<PAGE>
Media Coverage
The Company believes that negative media coverage of defense sprays,
including stories questioning the safety or effectiveness of defense sprays
(such as, for example, the effect of the target's size, state of rage or
degree of intoxication and tolerance for pain), may have a material adverse
effect on sales. Furthermore, the Company believes that its sales could also
be adversely affected by a decline in media coverage of violent crime.
Regulation
The distribution, sale, ownership, and use of Consumer defense sprays
is legal in 50 states and the District of Columbia. On January 1, 1996,
California eased restrictions on the sale of defense sprays. On November 1,
1996, New York lifted an overall ban on defense sprays, allowing for the sale
of oleoresin capsicum (OC) only in licensed pharmacies and licensed gun
stores. Massachusetts requires both users and sellers to be licensed.
Wisconsin allows the sale of OC pepper sprays only and they must be sold from
behind a counter or under glass. Michigan does not permit sales of
chloroacetephenane (CN) sprays. Nevada permits sales of
orthocholorobenzalmalononitrite (CS) sprays only. Sales to minors are
restricted in many states. There can be no assurance, however, that broader,
more severe restrictions will not be enacted that would have and adverse
impact on the Company's financial condition.
Environmental Matters
Some of the Company's manufacturing operations currently incorporate
particular compounds, the use and emission of which is regulated by various
state and federal environmental protection agencies, including the
Environmental Protection Agency. The Company believes that it is in
compliance with all state and local statutes governing the disposal of such
hazardous material through its contract with a licensed hazardous material
disposal company. However, if there are any changes in environmental permit
or regulatory requirements, or if the Company fails to comply with the permit
and regulatory requirements, including those relating to the disposal of
hazardous materials, such factors may restrict the Company's ability to
continue or expand certain of its operations and may result in a material
adverse effect on the Company's business and financial condition.
Mace Trademark Protection
An essential part of the Company's business strategy has been to
capitalize on, promote heavily, and enhance the public's awareness and
confidence in the Mace(R) brand trademark. The Company relies on the
trademark laws to protect its proprietary rights to the Mace(R) trademark and
monitors and takes action to protect its interest in the Mace(R) trademark.
The Company notifies all persons that the Company knows are using the Mace(R)
trademark improperly or without authority of the Company's willingness to
take legal action for continued unauthorized use. All of the Company's
distributors are authorized to use the Mace(R) brand trademark for
advertising.
The Company is not aware of any competitors repeatedly misusing the
Mace(R) trademark. However, it is possible that that the efforts taken by the
Company to protect its proprietary rights in the Mace (R) brand trademark may
be insufficient to prevent misappropriation of the trademark. Moreover, the
frequent continued use of the Mace(R) trademark by the public as a general
description for defense sprays may cause the trademark to lose its
proprietary status.
In addition, although the Company has registered its Mace(R) trademark
in certain international markets, protection of such marks outside the United
States may raise legal and practical difficulties and the Company may not be
successful in enforcing rights in international markets.
The Company hopes that the license to the Selling Shareholder to use
the Mace(R) trademark on products sold to the Law Enforcement market will
continue the high profile and market recognition and enhance the value of the
Mace(R) brand name.
<PAGE>
Competition
Domestically, the Company faces intense competition from a large
number of companies marketing defense sprays to consumers. While the Company
continues to offer defense spray products that Management believes
distinguish themselves through brand name recognition, product features and
formulations and research and development, the Consumer market has
experienced a significant sales decline for these products over the last
several years. The Company attributes this decline not only to strong
competition, but also to lower demand in general.
Dividends
The Company does not anticipate paying dividends in the foreseeable
future. If and when any dividends are paid, over 39% of all dividends paid to
stockholders would inure to the members of management, assuming the
percentage of ownership of the Common Stock remains constant.
Shares Eligible for Future Sale
The Company has 6,825,000 shares of Common Stock outstanding of
which 1,725,000 were issued in the Company's initial public offering, 241,300
were gifted by founding stockholders, 580,000 shares were issued to
TransTechnology Corporation in connection with the acquisition of the assets
of the Federal Laboratories division, and 20,000 shares were issued to a
former president.
The Company has an additional 11,175,000 shares of Common Stock
available for issuance of which 630,000 shares are subject to issuance upon
exercise of options granted pursuant to the Mace Security International, Inc.
Non-Qualified Stock Option Plan (the "Plan"), 300,000 shares for the exercise
of the Warrant by the Selling Shareholder that are the subject of this
offering, and 60,000 shares for the exercise of a warrant issued in
conjunction with the acquisition of the assets of Kindergard Corporation.
Shares issued upon exercise of the Kindergard Warrant and options
granted under the Plan, shares of outstanding Common Stock that were not sold
to the public in the initial public offering, or that have not been
previously sold pursuant to Rule 144 or that will not be issued pursuant to
the Plan, will be available for public sale if registered or sold pursuant to
an exemption from registration, including Rule 144 or Rule 144A promulgated
under the Securities Act, which governs sales of restricted securities.
Sales of substantial amounts of the Common Stock in the public
market, or the availability of substantial amounts of the Common Stock for
such sale, could adversely affect the prevailing market price of the shares.
Certain Provisions in the Certificate of Incorporation which Inhibit Takeovers
The Company's Certificate of Incorporation and by-laws provide for
"blank check" preferred stock, with certain restrictions. The ability of the
Company to issue or undertake to issue shares of such preferred stock,
without further shareholder approval, may inhibit a change in control of the
Company. For example, if the Company issues rights to acquire its Common
Stock, or securities convertible into Common Stock or other securities of the
Company, the cost to a potential acquirer to purchase a majority or more of
the Common Stock would increase significantly and may deter a potential
acquirer from offering a premium price of shares of Common Stock. However,
the by-laws presently prohibit the conversion of preferred stock into Common
Stock at less than 80% of the fair market value of the Common Stock on the
date of issuance, among other things.
The Company is subject to Section 203 of the Delaware General
Corporation Law which prohibits a publicly held Delaware corporation from
engaging in a "business combination" with a person who is an "interested
stockholder" for a period of three (3) years, unless approved in a prescribed
manner.
Ability to Issue Additional Shares
The 10,185,000 authorized and unreserved shares of Common Stock
available for issuance may be issued from time to time upon authorization of
the Board of Directors, without further approval by the shareholders unless
required by applicable law. The issuance of such shares of Common Stock by
the Company would, and the issuance of the 2,000,000 available shares of
preferred stock may, result in the dilution of the voting power of the shares
of Common Stock purchased in this Offering.
<PAGE>
Possible Volatility of Stock Price
The equity markets have, on occasion, experienced significant price
and volume fluctuations which have affected the market price for many
companies' securities and which have been unrelated to the operating
performance of these companies. Furthermore, the results of operations of the
Company in recent years has also negatively impacted the market price for the
Company's securities. The Company's Common Stock was initially offered to the
public at $5.50 per share in November 1993. It has traded for as little as
$.8125 per share. The closing sales price for the Common Stock on December
17, 1998 was $1.5625. Any further fluctuations could have a material adverse
affect on the market price of the Common Stock.
Year 2000 Computer Problems May Create Costs and Problems Adversely Affecting
the Company's Profitability
The Company recognizes the need to ensure that its operations will not
be adversely impacted by Year 2000 software failures and it has completed an
assessment of its own operations in this regard. The Company has recently
installed a new computer system and software that is Year 2000 compliant and
is targeted to convert to such system on January 1, 1999. The costs associated
with its new system was immaterial.
However, many of the Company's distributors and suppliers, including
the Company's suppliers that provide parts and out-sourced products for
distribution by the Company, may be impacted by Year 2000 complications. Many
of the Companies distributors and suppliers are small, closely held domestic
companies that may not have the resources to become Year 2000 compliant. Many
of the Company's suppliers are overseas and their governments have not
required the types of evaluations that are required by the Commission. The
failure of the Company's distributors and suppliers to ensure that their
computer systems are Year 2000 compliant may have a material adverse impact
on the Company's business, results of operations, and financial condition.
USE OF PROCEEDS
The shares which may be sold under this Prospectus will be sold for the
account of the Selling Shareholder (and its transferees, if any).
Accordingly, the Company will not realize any proceeds from the sale of the
shares. The Company, however, will derive net proceeds of approximately
$375,000 if the Warrant is exercised for all the shares available under the
Warrant. Such proceeds will be available to the Company for working capital
and general corporate purposes. The Company has no knowledge as to when or if
the Warrant will be exercised for any or all of the shares covered by the
Warrant. (See "Selling Shareholder" and "Plan of Distribution.")
SELLING SHAREHOLDER
The Selling Shareholder is Armor Holdings, Inc., a Delaware
corporation with principle offices at 13386 International Parkway,
Jacksonville, Florida 32218. The number of Shares offered for the Selling
Shareholder's account is 300,000. Since July 1998, Jonothan Spiller, the
chief financial officer of the Selling Shareholder is a director of Mace
Trademark Corp., a subsidiary corporation of the Company. After completion of
the offering, assuming that all shares offered pursuant to this Prospectus
are sold, the Selling Shareholder will own 300,000 shares of the Company's
Common Stock or approximately 4%.
<PAGE>
PLAN OF DISTRIBUTION
The shares may be offered by or for the account of AHI, from time to
time, on NASDAQ or on any stock exchange on which the shares may be listed at
the time of sale. They may also be sold by AHI in negotiated transactions, or
through a combination of all of the manners of sale mentioned above.
The Selling Shareholder may effect such transactions by selling shares
to or through broker-dealers. The broker-dealers may receive compensation in
the form of discounts, concessions, or commissions from the Selling
Shareholder and/or the purchaser of shares if the broker-dealers act as agent
or principal, or both. The compensation paid to any particular broker-dealer
might be in excess of customary commissions. Any broker-dealer that acquires
shares from the Selling Shareholder may sell such shares in its normal market
making activities, through other brokers on a principal or agency basis, or
to its customers, in negotiated transactions, or through a combination of
such methods.
Any such sales may be at prices then prevailing on NASDAQ, at
prices related to such prevailing market prices, at negotiated prices, or at
prices reflecting the application of a combination of such methods.
This Prospectus also may be used by transferees or donees of the
Selling Shareholder, or by other persons, including pledgees, acquiring the
shares and who wish to offer and sell such shares under circumstances
requiring or making desirable its use. To the extent required, the Company
will file, during any period in which offers or sales are being made, one or
more supplements to this Prospectus to set forth the names of transferees,
donees or pledgees of Selling Shareholders and any other material information
with respect to the plan of distribution not previously disclosed.
The Selling Shareholder and any such brokers, dealers or other agents
that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any such brokers, dealers or other agents and, if any
such broker-dealer purchases shares as a principal, any profits received on
the resale of such shares, might be deemed to be underwriting discounts and
commissions under the Securities Act. Neither the Company nor the Selling
Shareholder can presently estimate the amount of such compensation. The
Company knows of no existing arrangements between the Selling Shareholder and
any broker, dealer or other agent relating to the sale or distribution of the
shares.
Upon the Company's being notified by the Selling Shareholder that
any material arrangement has been entered into with a broker-dealer for the
sale of shares through a cross or block trade, a supplemental prospectus will
be filed under Rule 424(c) under the Securities Act, setting forth the name
of the participating broker-dealer(s), the number of shares involved, the
price at which such Shares were sold by the Selling Shareholder, the
commissions paid or discounts or concessions allowed by the Selling
Shareholder to such broker-dealer(s), and where applicable, that such
broker-dealer(s) did not conduct any investigation to verify the information
set out in this Prospectus.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of any of the shares may not simultaneously
engage in market activities with respect to the Common Stock for the
applicable period under Regulation M prior to the commencement of such
distribution.
In addition, and without limiting the foregoing, the Company has
advised the Selling Shareholder that the anti-manipulative Rules 10b-5, 10b-6
and 10b-7 and Regulation M promulgated under the Exchange Act, may apply to
their sales in the market and may limit the timing of purchases and sales.
The Company has also informed the Selling Shareholder of the possible need
for it to deliver copies of this Prospectus in connection with its resales of
the shares. The Selling Shareholder may indemnify any broker-dealer that
participates in transactions involving sale of the shares against certain
liabilities, including liabilities arising under the Securities Act.
Any shares which qualify for resale pursuant to Rule 144 promulgated
under the Securities Act may be sold under the Rule rather than pursuant to
this Prospectus.
There can be no assurance that the Selling Shareholder will sell all
or even any of the Shares which they are entitled to sell by this Prospectus.
<PAGE>
INDEMNIFICATION
The Company's Certificate of Incorporation and By-laws as amended,
contain provisions that provide for the indemnification of its Directors and
officers to the fullest extent permitted by law. The Company's Certificate of
Incorporation also contains a provision that limits the personal liability of
its Directors to the Registrant or its shareholders to the fullest extent
permitted by law.
In addition, the Company maintains insurance against certain
liabilities incurred by Directors and officers of the Company while serving
in their capacities as such.
Reference is hereby made to Section 145 of the Delaware General
Corporation Law relating to indemnification of directors, officers, employees
and agents of a Delaware corporation.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
EXPERTS
The balance sheet as of December 31, 1997 and the statements of
operations, stockholders' equity, and cash flows for the year ended December
31, 1997, incorporated by reference in this prospectus, have been
incorporated herein in reliance on the reports of Urbach Kahn & Werlin, PC.,
independent accountants, given on the authority of the firm as experts in
accounting and auditing.
The balance sheet as of December 31, 1996 and the statements of
operations, stockholders' equity, and cash flows for each of the year ended
December 31, 1996, incorporated by reference in this prospectus, have been
incorporated herein in reliance on the reports PricewaterhouseCoopers LLP.,
independent accountants, given on the authority of the firm as experts in
accounting and auditing.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon
for the Company by Herzog, Engstrom & Koplovitz, P.C., 99 Pine Street,
Albany, New York 12207.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<CAPTION>
<S> <C>
Registration Fee-Securities and
Exchange Commission $ 143.34
Accounting Fees and Expenses $ 4,100 <F1>
Legal Fees and Expenses $ 5,000 <F1>
Miscellaneous Expenses $ 1,000 <F1>
TOTAL $10,243.34 <F1>
<FN>
<F1> Estimated
</FN>
</TABLE>
All of the foregoing estimated expenses are being borne by Mace Security
International, Inc. (the "Registrant").
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is organized under the laws of the State of Delaware.
Section 145 of the Delaware General Corporation Law permits a Delaware
corporation to indemnify any person who is a party (or is threatened to be
made a party) to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of the fact
that he or she is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise. A
corporation may similarly indemnify such person in the case of actions or
suits brought by or in the right of the corporation, except (unless otherwise
ordered by the court) that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation.
A corporation may indemnify such person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit
or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. Any indemnification shall be made
by the corporation only as authorized in the specific case upon a
determination that indemnification is proper in the circumstances because the
person has met the aforesaid standard of conduct. Such determination shall be
made (1) by a majority vote of the directors who were not parties to the
action, suit, or proceeding, whether or not a quorum, or (2) if there are no
such directors, or if such directors so direct, by independent legal counsel
in a written opinion, or (3) by the stockholders. To the extent that a
director, officer, employee or agent of a corporation has been successful on
the merits, or otherwise, in defense of any action, suit or proceeding
described above, or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred in connection therewith. The statute also
provides that it is not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaws, agreement, vote of
stockholders or disinterested directors, or otherwise. The Registrants'
By-Laws provide for the indemnification of its directors and officers to the
fullest extent permitted by law and requires advancement of expenses.
Section 102(b)(7) of the Delaware General Corporation Law allows a
Delaware corporation to limit or eliminate the personal liability of
directors to the corporation and its stockholders for monetary damages for
breach of fiduciary duty as a director. However, this provision excludes any
limitation on liability (1) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (2) for acts or omissions not in good
faith or which involved intentional misconduct or a knowing violation of law,
(3) for intentional or negligent payment of unlawful dividends or stock
purchases or redemptions or (4) for any transaction from which the director
derived an improper benefit. Moreover, while this provision provides
directors with protection against awards for monetary damages for breaches of
their duty of are, it does not eliminate such duty. Accordingly, this
provision will have no effect on the availability of equitable remedies such
as an injunction or rescission based on a director's breach of his or her
duty of care. Finally, this provision applies to an officer of a corporation
only if he or she is a director of such corporation and is acting in his or
her capacity as director, and does not apply to officers of the corporation
who are not directors.
The Registrant's Certificate of Incorporation provides for the
limitation on liability permitted by Section 102(b)(7). The Registrant
maintains directors and officers' liability insurance.
<PAGE>
ITEM 16. EXHIBITS
(a) Exhibits
The following exhibits are filed as part of this Registration
Statement:
2.1 Warrant granted to Armor Holdings, Inc. in connection with the
acquisition by its subsidiary of the assets of Registrant's Law
Enforcement division. (Filed with the initial filing of this
registration statement on December 8, 1998)
4.1 Certificate of Incorporation of the Registrant (Incorporated by
reference to Exhibit 3(i)2 filed with Registrant's registration
statement on Form SB-2 (33-69270)that was declared effective on
November 12, 1993.)
4.2 By-Laws of the Registrant, as amended (incorporated by reference to
Exhibit 3(ii) and 3(ii)2 filed with Registrant's registration
statement on Form SB-2 (33-69270) that was declared effective on
November 12, 1993 and to Exhibit 3(ii)(3) filed with the Registrant's
Form 10-KSB for the fiscal year ended December 31, 1995).
5.1 Opinion of Herzog, Engstrom & Koplovitz, P.C. as to the validity of
the Common Stock being registered. (Filed with the initial filing of
this registration statement on December 8, 1998)
10.63 Purchase Agreement between the Company and Armor Holdings, Inc. and
its subsidiary dated April 2, 1998 (Incorporated by reference to the
Company's Form 10-KSB for the year ended December 31, 1997).
10.64 Fairness Opinion relating to the sale of substantially all the assets
of the Law Enforcement division to Armor Holdings, Inc. (Incorporated
by reference to the Company's Form 10-KSB for the year ended December
31, 1997).
10.65 Warrant granted by the Company to Armor Holdings, Inc. dated
July 14, 1998. (The document is filed herewith as Exhibit 2.1)
23.1 Consent of Herzog, Engstrom & Koplovitz, P.C. (appears in their
opinion filed as Exhibit 5.1)
23.2 Consent of Urbach Kahn & Werlin, PC, Independent Certified Public
Accountants. (Filed with the initial filing of this registration
statement on December 8, 1998)
23.3 Consent of PricewaterhouseCoopers, LLP, Independent Certified Public
Accountants. (Filed with the initial filing of this registration
statement on December 8, 1998)
24 Power of Attorney *
- -------------------------
* Filed herewith
<PAGE>
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b)if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the 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 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.
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-3, and has duly caused this
registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Bennington, State of Vermont, on
December 8, 1998.
MACE SECURITY INTERNATIONAL, INC.
By: /s/ Jon E. Goodrich
------------------------------------
Jon E. Goodrich
Chief Executive Officer
<PAGE>
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.
Signatures Title Date
/s/ Jon E. Goodrich President, Chief Executive December 22, 1998
- --------------------- Officer and a Director
Jon E. Goodrich (Principal Executive Officer)
* Chairman of the Board December 22, 1998
- ---------------------
Marvin P. Brown
/s/ Mark A. Capone Chief Financial Officer December 22, 1998
- ---------------------
Mark A. Capone
* Director December 22, 1998
- ---------------------
Neil Campolungo
* Director December 22, 1998
- ---------------------
R. David Garwood
* Director December 22, 1998
- ---------------------
Lewis Cohen
* Director December 22, 1998
- ---------------------
Howard Edelman
* /s/ Jon E. Goodrich
- ---------------------
Jon E. Goodrich, attorney-in-fact
Signed by Jon E. Goodrich, as attorney-in-fact
<PAGE>
INDEX TO EXHIBITS
Sequential Page
Exhibit Description Number
- ---------- ---------------- ------
2.1 Warrant granted to Armor Holdings, Inc. in 20
connection with the acquisition by its subsidiary
of the assets of Registrant's Law Enforcement
division. (Filed with the initial filing of this
registration statement on December 8, 1998)
4.1 Certificate of Incorporation of the Registrant
(Incorporated by reference to Exhibit 3(i)2 filed with
Registrant's registration statement on Form SB-2
(33-69270) that was declared effective on November 12,
1993.)
4.2 By-Laws of the Registrant, as amended (incorporated
by reference to Exhibit 3(ii) and 3(ii)2 filed with
Registrant's registration statement on Form SB-2
(33-69270) that was declared effective on November 12,
1993 and to Exhibit 3(ii)(3) filed with the Registrant's
Form 10-KSB for the fiscal year ended December 31, 1995).
5.1 Opinion of Herzog, Engstrom & Koplovitz, P.C. as to the 29
validity of the Common Stock being registered.
(Filed with the initial filing of this registration
statement on December 8, 1998)
10.63 Purchase Agreement between the Company and Armor Holdings,
Inc. and its subsidiary dated April 2, 1998 (Incorporated
by reference to the Company's Form 10-KSB for the year
ended December 31, 1997).
10.64 Fairness Opinion relating to the sale of substantially
all the assets of the Law Enforcement division to Armor
Holdings, Inc. (Incorporated by reference to the Company's
Form 10-KSB for the year ended December 31, 1997).
10.65 Warrant granted by the Company to Armor Holdings, Inc. 20
dated July 14, 1998. (The document is filed herewith as
Exhibit 2.1)
23.1 Consent of Herzog, Engstrom & Koplovitz, P.C.
(appears in their opinion filed as Exhibit 5.1)
23.2 Consent of Urbach Kahn & Werlin, PC, Independent 30
Certified Public Accountants. (Filed with the initial
filing of this registration statement on
December 8, 1998)
23.3 Consent of PricewaterhouseCoopers, LLP, Independent 31
Certified Public Accountants. (Filed with the initial
filing of this registration statement on
December 8, 1998)
24 Power of Attorney *
* Filed herewith
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each of the undersigned directors
and officers of Mace Security International, Inc., (the "Company"), hereby
constitutes and appoints Jon E. Goodrich and Mark A. Capone, or either of
them acting alone, his true and lawful attorney(s) or attorney(s)-in-fact,
with full power of substitution and resubstitution, for him and his name,
place, and stead, to sign on his behalf as a director or officer, or both, as
the case may be, the Company `s registration statement on Form S-3 pursuant
to the Securities Act of 1933 and to sign any and all amendments to such Form
S-3, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission or any
state regulatory authority, granting unto said attorney(s) or
attorney(s)-in-fact, and each of them, full power and authority to do and
perform each and every act and thing they deem necessary, advisable or
appropriate in connection therewith, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that
said attorney(s) or attorney(s)s-in-fact or any of them or their substitute
or substitutes may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be signed in multiple counterparts all of
which, taken together, shall constitute one original Power of Attorney. Faxed
signatures of the respective Directors shall be deemed to be originals for
purposes of this Power of Attorney.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as
of the 22 day of December, 1998.
/s/ Jon E. Goodrich /s/ Marvin P. Brown
- ------------------------------------ ----------------------------------
Jon E. Goodrich, Marvin P. Brown
Chief Executive Officer and Director Chairman of the Board
/s/ Lewis Cohen /s/ Howard Edelman
- ------------------------------------ ----------------------------------
Lewis Cohen Howard Edelman
Director Director
/s/ R. David Garwood /s/ Neil Campolungo
- ------------------------------------ ----------------------------------
R. David Garwood Neil Campolungo
Director Director
