[DESCRIPTION] POST EFFECTIVE AMD. ON FORM S-8 TO FORM S-4
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As filed with the Securities and Exchange Commission on June 17, 1996
Registration No. 333-02903
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT ON FORM S-8
TO FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WEST MARINE, INC.
(Exact name of issuer as specified in its charter)
Delaware 77-035-5502
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
500 Westridge Drive, Watsonville, California 95076-4100
(Address of principal executive offices) (Zip Code)
E&B MARINE INC. 1983 STOCK OPTION PLAN
(Full title of the plan)
Randolph K. Repass
West Marine, Inc.
500 Westridge Drive, Watsonville, California 95076-4100
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (408) 728-2700
Copy to:
Richard V. Smith, Esq.
Orrick, Herrington & Sutcliffe
400 Sansome Street
San Francisco, California 94111
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INTRODUCTORY STATEMENT
West Marine, Inc. ("West Marine") hereby amends its Registration Statement on
Form S-4 (No. 333-02903), effective June 17, 1996, (the "S-4") by filing this
Post-Effective Amendment on Form S-8 (the "Post-Effective Amendment") relating
to shares of the common stock, $0.001 par value, of West Marine ("West Marine
Common Stock"), issuable upon the exercise of stock options granted under the
E&B Marine Inc. 1983 Stock Option Plan (the "E&B Plan").
On June 17, 1996, a wholly owned subsidiary of West Marine merged with and into
E&B Marine Inc. ("E&B"). As a result of such merger (the "Merger"), E&B became
a wholly-owned subsidiary of West Marine and each share of the common stock,
$.001 par value, of E&B ("E&B Common Stock") outstanding immediately prior to
the Merger was converted into the right to receive 0.15157 of a share of West
Marine Common Stock. The amount of West Marine Common Stock entitled to be
received pursuant to the Merger for each then outstanding share of E&B Common
Stock is hereinafter referred to as the "Merger Consideration." As a result of
the Merger, each option previously granted under the E&B Plan has been assumed
by West Marine on the same terms and subject to the same conditions as before
the Merger, except that (a) the shares subject to such option are the number of
shares of West Marine Common Stock (rounded down to the nearest whole share)
determined by multiplying the number of shares of E&B Common Stock previously
covered by such option by 0.15157 and (b) the exercise price per share of West
Marine Common Stock at which such option is exercisable is an amount (rounded up
to the nearest whole cent) equal to the exercise price per share of E&B Common
Stock subject to such option divided by 0.15157.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement: (i) the latest annual report of West Marine, Inc. (the "Company")
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"); (ii) all reports filed by the Company pursuant
to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Company's latest annual report; and (iii) the description of the
Company's common stock set forth in the Company's Registration Statement on Form
8-A relating thereto, including any amendment or report filed for the purpose of
updating such description. All documents filed by the Company after the date of
this registration statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Exchange Act, prior
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to the filing of a post-effective amendment (that indicates all securities
offered have been sold or deregisters all securities then remaining unsold),
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Sixth, Section 2 of the Company's Certificate of Incorporation
provides that directors of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, to the fullest extent permitted by the General Corporation Law of
the State of Delaware. Article V of the Company's By-laws provides for
indemnification of officers and directors to the full extent and in the manner
permitted by Delaware law. Section 145 of the Delaware General Corporation Law
makes provision for such indemnification in terms sufficiently broad to cover
officers and directors under certain circumstances for liabilities arising under
the Securities Act of 1933, as amended (the "Securities Act").
The Company has entered into indemnification agreements with each of its
directors and officers which provide indemnification under certain circumstances
for acts and omissions which may not be covered by any directors' and officers'
liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
4.1 E&B Marine Inc. 1983 Stock Option Plan, as amended.
4.2 Form of Nonqualified Stock Option Agreement.
4.3 Form of Incentive Stock Option Agreement.
5.1 Opinion of Orrick, Herrington & Sutcliffe.
23.1 Consent of Deloitte & Touche LLP.
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23.2 Consent of Orrick, Herrington & Sutcliffe is included in Exhibit 5.1.
24.1 Power of Attorney of Directors.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
(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 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the 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
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1934 (and, where applicable, each filing of the 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 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.
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Signatures
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Watsonville, State of California on the 17th day of
June, 1996.
West Marine, Inc.
(Registrant)
/s/Randolph K. Repass
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Randolph K. Repass
Chairman of the Board
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
dated indicated.
Signature Title Date
Principal Executive Officer:
/s/Crawford L. Cole
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Crawford L. Cole President and June 17, 1996
Chief Executive
Officer
Principal Financial Officer and
Accounting Officer:
/s/John C. Zott
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John C. Zott Senior Vice June 17, 1996
President, Finance,
and Chief Financial
Officer
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Directors:
/s/Randolph K. Repass
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Randolph K. Repass Director June 17, 1996
/s/Crawford L. Cole
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Crawford L. Cole Director June 17, 1996
/s/James P. Curley
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James P. Curley Director June 12, 1996
/s/Geoffrey A. Eisenberg
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Geoffrey A. Eisenberg Director June 17, 1996
/s/Richard E. Everett
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Richard E. Everett Director June 17, 1996
/s/Walter Scott
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Walter Scott Director June 12, 1996
/s/Ronald P. Young
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Ronald P. Young Director June 13, 1996
A majority of the members of the Board of Directors.
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EXHIBIT INDEX
4.1 E&B Marine Inc. 1983 Stock Option Plan, as amended.
4.2 Form of Nonqualified Stock Option Agreement.
4.3 Form of Incentive Stock Option Agreement.
5.1 Opinion of Orrick, Herrington & Sutcliffe.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe is included in Exhibit 5.1.
24.1 Power of Attorney of Directors.
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EXHIBIT 4.1
E&B MARINE INC.
1983 STOCK OPTION PLAN
as Amended and Restated, Effective June 20, 1995
1. Purposes of Plan. The purposes of the Plan, which shall be known as
the E&B Marine Inc. 1983 Stock Option Plan and is hereinafter referred to as the
"Plan", are (i) to provide incentives for key employees, directors, consultants
and other individuals providing services to E&B Marine Inc. (the "Company") and
its subsidiary corporations (within the meaning of Section 424(f) of the
Internal Revenue Code of 1986, as amended (the "Code"), and referred to herein
as "Subsidiary") by encouraging their ownership of the common stock, $.001 par
value, of the Company (the "Stock") and (ii) to aid the Company in retaining
such key employees, directors, consultants and other individuals upon whose
efforts the Company's success and future growth depends, and attracting other
such employees, directors, consultants and other individuals.
2. Administration. The Plan shall be administered by the Compensation
and Stock Option Committee (the "Committee") of the Board of Directors, as
hereinafter provided. For purposes of administration, the Committee, subject to
the terms of the Plan, shall have plenary authority to establish such rules and
regulations, to make such determinations and interpretations, and to take such
other administrative actions as it deems necessary or advisable. All
determinations and interpretations made by the Committee shall be final,
conclusive and binding on all persons, including optionees and their legal
representatives and beneficiaries. Notwithstanding the foregoing, in the event
that there is no Compensation Committee, then the powers to be exercised by the
Compensation Committee hereunder shall be exercised by the Board of Directors.
The Committee shall be appointed from time to time by the Board of Directors and
shall consist of not fewer than three of its members. Unless otherwise
determined by the Board of Directors, no member of the Board of Directors who
serves on the Committee shall be eligible to participate in the Plan. The Board
of Directors shall designate one of the members of the Committee as its
Chairman. The Committee shall hold its meetings at such times and places as it
may determine. A majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its members. Any
decision or determination reduced to writing and signed by all members shall be
as effective as if it had been made by a majority vote at a meeting duly called
and held. The Committee may appoint a secretary (who need not be a member of
the Committee). No member of the Committee shall be liable for any act or
omission with respect to his service on the Committee, if he acts in good faith
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and in a manner he reasonably believes to be in or not opposed to the best
interests of the Company.
3. Stock Available for Options. There shall be available for options
under the Plan a total of 650,000 shares of Stock, subject to any adjustments
which may be made pursuant to Section 5(f) hereof. Shares of Stock used for
purposes of the Plan may be either authorized and unissued shares, or previously
issued shares held in the treasury of the Company, or both. Shares of Stock
covered by options which have terminated or expired prior to exercise shall be
available for further options hereunder.
4. Eligibility. Options under the Plan may be granted to key employees
of the Company or any Subsidiary, including officers or directors of the Company
or any Subsidiary, and to directors, consultants and other individuals providing
services to the Company or any Subsidiary. Options may be granted to eligible
employees whether or not they hold or have held options previously granted under
the Plan or otherwise granted or assumed by the Company. In selecting employees
for options, the Committee may take into considerations any factors it may deem
relevant, including its estimate of the employee's present and potential
contributions to the success of the Company and its Subsidiaries. Service as a
director, officer or consultant of or to the Company or any Subsidiary shall be
considered employment for purposes of the Plan (and the period of such service
shall be considered the period of employment for purposes of Section 5(d) of the
Plan); provided, however, that incentive stock options may be granted under the
Plan only to an individual who is an "employee" (as such term is used in Section
422 of the Code) of the Company or any Subsidiary.
5. Terms and Conditions of Options. The Committee shall, in its
discretion, prescribe the terms and conditions of the options to be granted
hereunder, which terms and conditions need not be the same in each case, subject
to the following:
(a) Option Price. The price at which each share of Stock covered by an
option granted under the Plan may be purchased shall be determined by the
Committee and shall not be less than the lesser of (i) the tangible book value
per share of Stock, determined in accordance with generally accepted accounting
principles as of the end of the fiscal quarter of the Company immediately
preceding the fiscal quarter in which the option is granted, or (ii) the market
value per share of Stock on the date of grant of the option. The date of grant
of an option shall be the date specified by the Committee in its grant of the
option.
(b) Option Period. The period for exercise of an option shall in no
event be more than ten years from the date of
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grant, or in the case of any option intended to be an incentive stock option
granted to an individual owning, on the date of grant, stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or any Subsidiary, more than five years from the date of grant. Options
may, in the discretion of the Committee, be made exercisable in installments
during the option period. Any shares not purchased on any applicable
installment date may be purchased thereafter at any time before the expiration
of the option period. The Committee shall have the authority at any time to
accelerate the exercisability of all or any portion of any option granted under
the Plan.
(c) Exercise of Options. In order to exercise an option, the Optionee
shall deliver to the Company written notice specifying the number of shares of
Stock to be purchased, together with cash or a certified or bank cashier's check
payable to the order of the Company in the full amount of the purchase price
therefor; provided that, for the purpose of assisting an Optionee to exercise an
option, the Company may make loans to the Optionee or guarantee loans made by
third parties to the Optionee, on such terms and conditions as the Board of
Directors may authorize; and provided further that such purchase price may be
paid in shares of Stock owned by the Optionee for a period of at least six
months having a market value on the date of exercise equal to the aggregate
purchase price, by the surrender of options which are then exercisable, or in a
combination of cash and Stock and surrender of options.
Upon surrender of options in payment of the purchase price the optionee shall be
entitled to receive that number of shares of Stock determined by dividing (x)
the difference between the aggregate market value on the date of exercise of the
shares of Stock issuable in respect of the options so surrendered and the
aggregate exercise price of the options so surrendered by (y) the market value
per share of Stock on the date of exercise. For purposes of this Section 5(c),
the market value per share of Stock shall be the last sale price regular way on
the date of reference, or, in case no sale takes place on such date, the average
of the high bid and low bid prices, in either case on the principal national
securities exchange on which the Stock is listed or admitted to trading, or if
the Stock is not listed or admitted to trading on any national securities
exchange, the last sale price reported on the National Market System of the
National Association of Securities Dealers Automated Quotation System ("NASDAQ")
on such date, or the average of the closing high bid and low asked prices of the
Stock in the over-the-counter market reported on NASDAQ on such date, whichever
is applicable, or if there are no such prices reported on NASDAQ on such date,
as furnished to the Committee by any New York Stock Exchange member selected
from time to time by the Committee for such purpose. If there is no bid or
asked price reported on any such date, the
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market value shall be determined by the Committee in accordance with the
regulations promulgated under Section 2031 of the Code, or by any other
appropriate method selected by the Committee. If the Optionee so requests,
shares of Stock purchased upon exercise of an option may be issued in the name
of the Optionee or another person. An Optionee shall have none of the rights of
a stockholder until the shares of Stock are issued to him. An option may not be
exercised for less than ten shares of Stock, or the number of shares of Stock
remaining subject to such option, whichever is smaller.
(d) Effect of Termination of Employment. An option may not be exercised
after the Optionee has ceased to be in the employ of the Company or any
Subsidiary, except in the following circumstances:
(i) If the Optionee's employment is terminated by action of his employer,
or any reason of disability or retirement under any retirement plan maintained
by the Company or any Subsidiary, the option may be exercised by the Optionee
within three months after such termination, but only as to any shares
exercisable on the date the Optionee's employment so terminates;
(ii) In the event of the death of the Optionee during the three month
period after termination of employment covered by (i) above, the person or
persons to whom his rights are transferred by will or the laws of descent and
distribution shall have a period of one year from the date of his death to
exercise any options which were exercisable by the Optionee at the time of his
death;
(iii) In the event of the death of the Optionee while employed, (a) any
option granted prior to June 20, 1995 shall thereupon become exercisable in full
and (b) any option granted on or after June 20, 1995 shall be exercisable only
to the extent exercisable by the Optionee at the time of his death, and, in the
case of either (a) or (b), the person or persons to whom the Optionee's rights
are transferred by and will or the laws of descent and distribution shall have a
period of one year from the date of the Optionee's death to exercise such
option. The provisions of the foregoing sentence shall apply to any outstanding
options which are incentive stock options to the extent permitted by Section
422(d) of the Code and such outstanding options in excess thereof shall,
immediately upon the occurrence of the event described in the preceding
sentence, be treated for all purposes of the Plan as nonstatutory stock options
and shall be immediately exercisable as such as provided in the foregoing
sentence.
Notwithstanding any provision of the Plan to the contrary, the Committee shall
have the authority to extend the period during which any option may be
exercised; provided, however, that an
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option may not be exercised more than eighteen (18) months after termination of
employment and in no event shall any option be exercisable more than ten years
from the date of grant thereof. Nothing in the Plan or in any option granted
pursuant to the Plan (in the absence of an express provision to the contrary)
shall confer on any individual any right to continue in the employ of the
Company or any Subsidiary or interfere in any way with the right of the Company
to terminate his employment at any time.
(e) Nontransferability of Options. Except as provided in the next
sentence, (i) during the lifetime of an Optionee, options held by such Optionee
shall be exercisable only by him and (ii) no option shall be transferable other
than by will or the laws of descent and distribution. The Committee shall have
the authority to make any option transferable in whole or part by the optionee
to members of the family of the optionee or to trusts for the benefit of, or
partnerships or other entities beneficially owned by, the optionee or members of
his family;
(f) Adjustments for Change in Stock Subject to Plan. In the event of a
reorganization, recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation, rights offering, extraordinary dividend or
divestiture (including a spin-off) or any other change in the corporate
structure or shares of the Company, (i) except as provided in (ii) below, the
Committee shall make such adjustments, if any, as it deems appropriate in the
number and kind of shares covered by outstanding options, or in the option price
per share, or both and (ii) the Board of Directors of the Company shall make
such adjustments, if any, as it deems appropriate in the maximum number of
shares which may be subject to options granted to all directors of the Company
and in the maximum number of shares which may be subject to options granted to
each director, in each case pursuant to Section 5(j), in the number and kind of
shares covered by outstanding options, or in the option price per share, or
both, with respect to options held by directors of the Company.
(g) Acceleration of Exercisability of Options Upon Occurrence of Certain
Events. In connection with any merger or consolidation in which the Company is
not the surviving corporation and which results in the holders of the
outstanding voting securities of the Company (determined immediately prior to
such merger or consolidation) owning less than a majority of the outstanding
voting securities of the surviving corporation (determined immediately following
such merger or consolidation), or any sale or transfer by the Company of all or
substantially all its assets or any tender offer or exchange offer for or the
acquisition, directly or indirectly, by any person or group of all or a majority
of the then outstanding voting securities of the Company, all outstanding
options under the Plan shall become exercisable in full, notwithstanding any
other provision of the
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Plan or of any outstanding options granted thereunder, on and after (i) the
fifteenth day prior to the effective date of such merger, consolidation, sale,
transfer or acquisition or (ii) the date of commencement of such tender offer or
exchange offer, as the case may be. The provisions of the foregoing sentence
shall apply to any outstanding options which are incentive stock options to the
extent permitted by Section 422(d) of the Code and such outstanding options in
excess thereof shall, immediately upon the occurrence of the event described in
clause (i) or (ii) of the foregoing sentence, be treated for all purposes of the
plan as nonstatutory stock options and shall be immediately exercisable as such
as provided in the foregoing sentence. Notwithstanding the foregoing, in no
event shall any option be exercisable after the date of termination of the
exercise period of such option specified in Sections 5(b), 5(d) and 5(j)(2).
The provisions of this Section 5(g) shall apply to all options granted under the
Plan prior to June 20, 1995, but shall apply to options granted after that date
only if the option certificate evidencing such grant so provides.
(h) Registration, Listing and Qualification of Shares of Stock. Each
option shall be subject to the requirement that if at any time the Board of
Directors shall determine that the registration, listing or qualification of the
shares of Stock covered thereby upon any securities exchange or under any
federal or state law, or the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of, or in connection with, the
granting of such option or the purchase of shares of Stock thereunder, no such
option may be exercised unless and until such registration, listing,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board of Directors. The Company may
require that any person exercising an option shall make such representations and
agreements and furnish such information as it deems appropriate to assure
compliance with the foregoing or any other applicable legal requirement.
(i) Other Terms and Conditions. The Committee may impose such other
terms and conditions, not inconsistent with the terms hereof, on the grant or
exercise of options, as it deems advisable.
(j) Terms and Conditions of Options Granted to Directors.
Notwithstanding any provision contained in the Plan to the contrary, during any
period when any member of the Committee shall not be a "disinterested person" as
defined in Rule 16b-3 under the Securities Exchange Act of 1934, as such Rule
was in effect at April 30, 1991, then, the terms and conditions of options
granted under the Plan to any director of the Company during such period shall
be as follows:
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(1) The price at which each share of Stock subject to an option may be
purchased shall, subject to any adjustments which may be made pursuant to
Section 5(f), in no event be less than the market value per share of Stock on
the date of grant, and provided further that in the event the option is intended
to be an incentive stock option pursuant to Section 6 and the Optionee owns on
the date of grant securities possessing more than 10% of the total combined
voting power of all classes of securities of the Company or of any Subsidiary,
the price per share shall not be less than 110% of the market value per share of
Stock on the date of grant.
(2) The option may be exercised to purchase shares of Stock covered by
the option not sooner than six months following the date of grant. The option
shall terminate and no shares of Stock may be purchased thereunder more than ten
years after the date of stock option pursuant to Section 6 and the Optionee owns
on the date of grant stock possessing more than 10% of the total combined voting
power of all classes of securities of the Company or of any Subsidiary, the
option shall terminate and no shares of Stock may be purchased thereunder more
than five years after the date of grant.
(3) The maximum number of shares of Stock which may be subject to options
granted to all directors pursuant to this Section 5(j) shall be 375,000 shares
in the aggregate. The maximum number of shares of Stock which may be subject to
options granted to any director who is an officer or employee of the Company is
300,000. The maximum number of shares of Stock which may be subject to options
granted to any director who is not an officer or employee of the Company shall
be 15,000 shares.
6. Additional Provisions Applicable to Incentive Stock Options. The
Committee may, in its discretion, grant options under the Plan to eligible
employees which constitute "incentive stock options" within the meaning of
Section 422 of the Code, provided, however, that (a) the aggregate market value
of the Stock with respect to which incentive stock options are exercisable for
the first time by the Optionee during any calendar year shall not exceed the
limitation set forth in Section 422(d) of the Code, (b) if the Optionee owns on
the date of grant securities possessing more than 10% of the total combined
voting power of all classes of securities of the Company or of any Subsidiary,
the price per share shall not be less than 110% of the market value per share on
the date of grant and (c) Section 5(d)(ii) hereof shall not apply to any
incentive stock option.
7. Amendment and Termination. Unless the Plan shall theretofore have
been terminated as hereinafter provided, the Plan shall terminate on, and no
option shall be granted hereunder after, January 25, 2001; provided, however,
that the Board of
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Directors may at any time prior to that date terminate the Plan. The Board of
Directors may at any time amend the Plan or the terms of any option outstanding
under the Plan; provided, however, that, except as contemplated in Section 5(f),
the Board of Directors shall not, without approval by a majority of the votes
cast by the stockholders of the Company at a meeting of stockholders at which a
proposal to amend the Plan is voted upon, (i) increase the maximum number of
shares of Stock for which options may be granted under the Plan, (ii) amend the
Plan to change the minimum option price, (iii) amend the Plan to extend the
period during which options may be granted or exercised, or (iv) except as
otherwise provided in the Plan, amend the requirements as to the class of
employees eligible to receive options. No termination or amendment of the Plan
or any option outstanding under the Plan may, without the consent of an
Optionee, adversely affect the rights of such Optionee under any option held by
such Optionee.
8. Stockholder Approval. The Plan, as hereby amended and restated, is
subject to approval by a majority of the votes cast thereon by the stockholders
of the Company at a meeting of stockholders duly called and held for such
purpose or by unanimous written consent of such stockholders. If such approval
is not obtained, the Plan as in effect prior to its amendment and restatement as
herein set forth shall continue in full force and effect.
9. Withholding. It shall be a condition to the obligation of the Company
to issue shares of Stock upon exercise of an option, that the Optionee (or any
beneficiary or person entitled to act under Section 5(d) hereof) pay to the
Company, upon its demand, such amount as may be requested by the Company for the
purpose of satisfying any liability to withhold federal, state or local income
or other taxes. If the amount requested is not paid, the Company may refuse to
issue such shares of Stock.
10. Other Actions. Nothing contained in the Plan shall be construed to
limit the authority of the Company to exercise its corporate rights and powers,
including but not by way of limitation, the right of the Company to grant or
assume options for proper corporate purposes other than under the Plan with
respect to any employee or other person, firm, corporation or association.
<PAGE>
EXHIBIT 4.2
E&B MARINE INC.
Stock Option Certificate
Under the Amended and Restated
1983 Stock Option Plan
----------------------
Date of Grant:
Name of Optionee:
Number of Shares:
Price Per Share:
This is to certify that, effective on the date of grant specified above
(which shall in no event be later than January 25, 2001), the Compensation and
Stock Option Committee (the "Committee") of the Board of Directors of E&B Marine
Inc. (the "Company") has granted to the above-named optionee (the "Optionee") an
option to purchase from the Company, for the price per share set forth above,
the number of shares of Common Stock, $.001 par value (the "Stock"), of the
Company set forth above pursuant to the E&B Marine Inc. Amended and Restated
1983 Stock Option Plan (the "Plan"). This option is not intended to be treated
as an "incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
The terms and conditions of the option granted hereby, in addition to the
terms and conditions contained in the Plan, are as follows:
1. The price at which each share of Stock subject to this option may be
purchased shall be the price set forth above,
<PAGE>
subject to any adjustments which may be made pursuant to Section 9 hereof.
2. Subject to the terms and conditions set forth herein, this option
may be exercised to purchase shares of Stock covered by this option only in
accordance with the following schedule:
Cumulative Percentage
of Aggregate Number of
Shares of Stock Covered
by Option which May be
Exercise Period Purchased
--------------- ----------------------
less, in the case of each exercise period, the number of shares of Stock, if
any, previously purchased hereunder. This option shall terminate and no shares
of Stock may be purchased hereunder more than ten years after the date of grant.
3. Except as provided in Section 7 hereof, this option may not be
exercised unless the Optionee is in the employ of the Company or one of its
subsidiary corporations (within the meaning of Section 424(f) of the Code, and
referred to herein as "Subsidiary") at the time of such exercise and shall have
been such employee continuously since the date of the grant of this option. For
purposes hereof, service as a director, officer or consultant of or to the
Company or any Subsidiary shall be considered employment (and the period of such
service shall be
<PAGE>
considered the period of employment for purposes of this Section 3 and Section 7
hereof.)
4. Subject to the terms and conditions set forth herein, the
Optionee may exercise this option at any time as to all or any of the shares of
Stock then purchasable in accordance with Section 2 hereof by delivering to the
Company written notice specifying:
(i) the number of whole shares of Stock to be purchased together
with payment in full of the aggregate option price of such shares,
provided that this option may not be exercised for less than ten (10)
shares of Stock or the number of shares of Stock remaining subject to
option, whichever is smaller;
(ii) the name or names in which the stock certificate or
certificates are to be registered;
(iii) the address to which dividends, notices, reports, etc. are
to be sent; and
(iv) the Optionee's social security number.
Only one Stock certificate will be issued unless the Optionee otherwise requests
in writing. Payment shall be in cash, or by certified or bank cashier's check
payable to the order of the Company, free from all collection charges; provided,
however, that payment may be made in shares of Stock owned by the Optionee for a
period of at least six months having a market value on the date of exercise
equal to the aggregate purchase price, by surrender of options which are then
exercisable, or in a combination of cash and Stock and surrender of options.
Upon surrender of options in payment of the purchase price the optionee shall be
entitled to receive that number of shares of Stock determined by dividing (x)
the difference between the
<PAGE>
aggregate market value on the date of exercise of the shares of Stock issuable
in respect of the options so surrendered and the aggregate exercise price of the
options so surrendered by (y) the market value per share of Stock on the date of
exercise. For purposes of this option and the Plan, the market value per share
of Stock shall be the last sale price regular way on the date of reference, or,
in case no sale takes place on such date, the average of the high bid and low
bid prices, in either case on the principal national securities exchange on
which the Stock is listed or admitted to trading, or if the Stock is not listed
or admitted to trading on any national securities exchange, the last sale price
reported on the National Market System of the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") on such date, or the average of
the closing high bid and low asked prices of the Stock in the over-the-counter
market reported on NASDAQ on such date, whichever is applicable, or if there are
no such prices reported on NASDAQ on such date, as furnished to the Committee by
any New York Stock Exchange member selected from time to time by the Committee
for such purpose. If there is no bid or asked price reported on any such date,
the market value shall be determined by the Committee in accordance with the
regulations promulgated under Section 2031 of the Code, or by any other
appropriate method selected by the Committee. If the Optionee so requests,
shares of Stock purchased upon exercise of an option may be issued in the name
of the Optionee or another person. No Optionee shall be entitled to any rights
as a
<PAGE>
stockholder of the Company in respect of any shares of Stock covered by this
option until such shares of Stock shall have been paid for in full and issued to
the Optionee.
5. As soon as practicable after the Company receives payment for
shares of Stock covered by this option, it shall deliver a certificate or
certificates representing the shares of Stock so purchased to the Optionee. Such
certificate shall be registered in the name of the Optionee, or in such other
name or names as the Optionee shall request.
6. This option is personal to the Optionee and during the Optionee's
lifetime may be exercised only by the Optionee. This option shall not be
transferable other than by will or the laws of descent and distribution.
7. In the event that the Optionee's employment as an employee of the
Company or any Subsidiary (hereinafter the "Optionee's employment") is
terminated prior to the time that this option has been fully exercised, this
option shall be exercisable, as to any remaining shares of Stock subject hereto,
only in the following circumstances:
(i) If the Optionee's employment is terminated by action of his
employer, or by reason of disability or retirement under any
retirement plan maintained by the Company or any Subsidiary, this
option may be exercised by the Optionee within three months after such
termination, but only as to any shares exercisable on the date the
Optionee's employment so terminates;
(ii) In the event of the death of the Optionee during the three
month period after termination of the Optionee's employment covered by
(i) above, the person or persons
<PAGE>
to whom his rights are transferred by will or the laws of descent and
distribution shall have a period of one year from the date of his
death to exercise any options which were exercisable by the Optionee
at the time of his death; and
(iii) In the event of the death of the Optionee during the period
of the Optionee's employment, this option shall thereupon become
exercisable in full, and the person or persons to whom the Optionee's
rights are transferred by will or the laws of descent and distribution
shall have a period of one year from the date of the Optionee's death
to exercise such option.
Notwithstanding the foregoing, this option shall in no event be exercisable
after the date of termination of such option specified in Section 2 hereof.
8. This option does not confer on the Optionee any right to continue
in the employ of the Company or any Subsidiary or interfere in any way with the
right of the Company to determine the terms of the Optionee's employment.
9. In the event of a reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger, consolidation, rights offering,
extraordinary dividend or divestiture (including a spin-off), or any other
change in the corporate structure or shares of the Company, the Committee shall
make such adjustments, if any, as it deems appropriate in the number and kind of
shares covered by this option, or in the option price per share hereunder, or
both.
10. In connection with any merger or consolidation in which the
Company is not the surviving corporation and which results in the holders of the
outstanding voting securities of
<PAGE>
the Company (determined immediately prior to such merger or consolidation)
owning less than a majority of the outstanding voting securities of the
surviving corporation (determined immediately following such merger or
consolidation), or any sale or transfer by the Company of all or substantially
all of its assets or any tender offer or exchange offer for or the acquisition,
directly or indirectly, by any person or group of all or a majority of the then
outstanding voting securities of the Company, this option shall become
exercisable in full on and after (i) the fifteenth day prior to the effective
date of such merger, consolidation, sale, transfer or acquisition or (ii) the
date of commencement of such tender offer or exchange offer, as the case may be.
Notwithstanding the foregoing, in no event shall this option be exercisable
after the date of termination of the exercise period of this option specified in
Sections 2 and 7 hereof.
11. This option shall be subject to the requirement that if at any
time the Board of Directors shall determine that the registration, listing or
qualification of the shares of Stock covered hereby upon any securities exchange
or under any federal or state law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the granting of this option or the purchase of shares of Stock
hereunder, this option may not be exercised unless and until such registration,
listing, qualification, consent or approval shall have been effected or obtained
free of
<PAGE>
any conditions not acceptable to the Board of Directors. The Committee may
require that the person exercising this option shall make such representations
and agreements and furnish such information as it deems appropriate to assure
compliance with the foregoing or any other applicable legal requirement.
12. This option and the terms and conditions herein set forth are
subject in all respects to the terms and conditions of the Plan, which shall be
controlling. All interpretations or determinations of the Committee shall be
binding and conclusive upon the Optionee and his legal representatives on any
question arising hereunder or under the Plan.
13. It shall be a condition to the obligation of the Company to issue
shares of Stock upon exercise of this option, that the Optionee (or any
beneficiary or person entitled to act under Section 7 hereof) pay to the
Company, upon its demand, such amount as may be requested by the Company for the
purpose of satisfying any liability to withhold federal, state or local income
or other taxes.
14. All notices hereunder to the Company shall be delivered or mailed
to the following address:
E&B Marine Inc.
201 Meadow Road
Edison, New Jersey 08818
Attention: Secretary, Stock Option Committee
Such address for the service of notices may be changed at any time provided
notice of such change is furnished in advance to the Optionee.
<PAGE>
E&B MARINE INC.
By__________________________
<PAGE>
EXHIBIT 4.3
E&B MARINE INC.
Incentive Stock Option Certificate
Under the Amended and Restated
1983 Stock Option Plan
----------------------
Date of Grant:
Name of Optionee:
Number of Shares:
Price Per Share:
This is to certify that, effective on the date of grant specified above
(which shall in no event be after January 25, 2001), the Compensation and Stock
Option Committee (the "Committee") of the Board of Directors of E&B Marine Inc.
(the "Company") has granted to the above-named optionee (the "Optionee") an
option to purchase from the Company, for the price per share set forth above,
the number of shares of Common Stock, $.001 par value (the "Stock"), of the
Company set forth above pursuant to the E&B Marine Inc. Amended and Restated
1983 Stock Option Plan (the "Plan"). This option is granted pursuant to Section
6 of the Plan and shall be treated as an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
The terms and conditions of the option granted hereby, in addition to
the terms and conditions contained in the Plan, are as follows:
<PAGE>
1. The price at which each share of Stock subject to this option may
be purchased shall be the price set forth above, subject to any adjustments
which may be made pursuant to Section 9 hereof, provided that it shall in no
event be less than the market value (as determined pursuant to Section 4 hereof)
per share of Stock on the date of grant, and provided further that in the event
the Optionee owns on the date of grant Stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or of any
Subsidiary corporations (within the meaning of Section 424(f) of the Code and
referred to herein as "Subsidiary"), the price per share shall not be less than
110% of the market value per share of Stock on the date of grant.
2. Subject to the terms and conditions set forth herein, this option
may be exercised to purchase shares of Stock covered by this option only in
accordance with the following schedule:
Cumulative Percentage
of Aggregate Number of
Shares of Stock Covered
by Option Which May be
Exercise Period Purchased
--------------- ---------------------
less, in the case of each exercise period, the number of shares of Stock, if
any, previously purchased hereunder. This option shall terminate and no shares
of Stock may be purchased hereunder more than ten years after the date of grant,
provided that if the
<PAGE>
Optionee owns on the date of grant stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or of any
Subsidiary, this Option shall terminate and no shares of Stock may be purchased
hereunder more than five years after the date of grant.
3. Except as provided in Section 7 hereof, this option may not be
exercised unless the Optionee is in the employ of the Company or any of its
Parent or Subsidiary corporations at the time of such exercise and shall have
been such employee continuously since the date of the grant of this option.
4. Subject to the terms and conditions set forth herein, the Optionee
may exercise this option at any time as to all or any of the shares of Stock
then purchasable in accordance with Section 2 hereof by delivering to the
Company written notice specifying:
(i) the number of whole shares of Stock to be purchased together
with payment in full of the aggregate option price of such shares,
provided that this option may not be exercised for less than ten (10)
shares of Stock or the number of shares of Stock remaining subject to
option, whichever is smaller;
(ii) the name or names in which the stock certificate or
certificates are to be registered;
(iii) the address to which dividends, notices, reports, etc. are
to be sent; and
(iv) the Optionee's social security number.
Only one Stock certificate will be issued unless the Optionee otherwise requests
in writing. Payment shall be in cash, or by certified or bank cashier's check
payable to the order of the
<PAGE>
Company, free from all collection charges; provided, however, that payment may
be made in shares of Stock owned by the Optionee for a period of at least six
months having a market value on the date of exercise equal to the aggregate
purchase price, by surrender of options which are then exercisable, or in a
combination of cash and Stock and surrender of options. Upon surrender of
options in payment of the purchase price the optionee shall be entitled to
receive that number of shares of Stock determined by dividing (x) the difference
between the aggregate market value on the date of exercise of the shares of
Stock issuable in respect of the options so surrendered and the aggregate
exercise price of the options so surrendered by (y) the market value per share
of Stock on the date of exercise. For purposes of the Plan, the market value
per share of Stock shall be the last sale price regular way on the date of
reference, or, in case no sale takes place on such date, the average of the high
bid and low bid prices, in either case on the principal national securities
exchange on which the Stock is listed or admitted to trading, or if the Stock is
not listed or admitted to trading on any national securities exchange, the last
sale price reported on the National Market System of the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") on such date, or the
average of the closing high bid and low asked prices of the Stock in the over-
the-counter market reported on NASDAQ on such date, whichever is applicable, or
if there are no such prices reported on NASDAQ on such date, as furnished to the
<PAGE>
Committee by any New York Stock Exchange member selected from time to time by
the Committee for such purpose. If there is no bid or asked price reported on
any such date, the market value shall be determined by the Committee in
accordance with the regulations promulgated under Section 2031 of the Code, or
by any other appropriate method selected by the Committee. If the Optionee so
requests, shares of Stock purchased upon exercise of an option may be issued in
the name of the Optionee or another person. No Optionee shall be entitled to
any rights as a stockholder of the Company in respect of any shares of Stock
covered by this option until such shares of Stock shall have been paid for in
full and issued to the Optionee.
5. As soon as practicable after the Company receives payment for
shares of Stock covered by this option, it shall deliver a certificate or
certificates representing the shares of Stock so purchased to the Optionee.
Such certificate shall be registered in the name of the Optionee, or in such
other name or names as the Optionee shall request.
6. This option is personal to the Optionee and during the Optionee's
lifetime may be exercised only by the Optionee. This option shall not be
transferable other than by will or the laws of descent and distribution.
7. In the event that the Optionee's employment as an employee of the
Company or any Subsidiary (hereinafter the "Optionee's employment") is
terminated prior to the time that this option has been fully exercised, this
option shall be
<PAGE>
exercisable, as to any remaining shares of Stock subject hereto, only in the
following circumstances:
(i) If the Optionee's employment is terminated by action of his
employer, or by reason of disability or retirement under any retirement
plan maintained by the Company or its Subsidiaries, this option may be
exercised by the Optionee within three months after such termination,
but only as to any shares exercisable on the date the Optionee's
employment so terminates; and
(ii) In the event of the death of the Optionee during the period
of the Optionee's employment, this option shall thereupon become
exercisable in full, and the person or persons to whom the Optionee's
rights are transferred by will or the laws of descent and distribution
shall have a period of one year from the date of the Optionee's death
to exercise such option. The provisions of the foregoing sentence
shall apply to this option to the extent permitted by Section 422(d) of
the Code and any part of this option in excess thereof shall,
immediately upon the occurrence of the event described in the foregoing
sentence, be treated for all purposes of the Plan as non-statutory
stock options and shall be immediately exercisable as such as provided
in the foregoing sentence.
Notwithstanding the foregoing, this option shall in no event be exercisable
after the date of termination of such option specified in Section 2 hereof.
8. This option does not confer on the Optionee any right to continue
in the employ of the Company or interfere in any way with the right of the
Company to determine the terms of the Optionee's employment.
9. In the event of a reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger, consolidation, rights offering,
extraordinary dividend or divestiture (including a spin-off), or any other
change in the corporate structure or shares of the Company, the Committee shall
<PAGE>
make such adjustments, if any, as it deems appropriate in the number and kind of
shares covered by this option, or in the option price per share hereunder, or
both.
10. In connection with any merger or consolidation in which the
Company is not the surviving corporation and which results in the holders of the
outstanding voting securities of the Company (determined immediately prior to
such merger or consolidation) owning less than a majority of the outstanding
voting securities of the surviving corporation (determined immediately following
such merger or consolidation), or any sale or transfer by the Company of all or
substantially all its assets or any tender offer or exchange offer for or the
acquisition, directly or indirectly, by any person or group of all or a majority
of the then outstanding voting securities of the Company, this option shall
become exercisable in full on and after (i) the fifteenth day prior to the
effective date of such merger, consolidation, sale, transfer or acquisition or
(ii) the date of commencement of such tender offer or exchange offer, as the
case may be. The provisions of the foregoing sentence shall apply to this
option to the extent permitted by Section 422(d) of the Code and any part of
this option in excess thereof shall, immediately upon the occurrence of the
event described in clause (i) or (ii) of the foregoing sentence, be treated for
all purposes as a nonstatutory stock option and shall be immediately exercisable
as such as provided in the foregoing sentence. Notwithstanding the foregoing,
in no event shall this option be
<PAGE>
exercisable after the date of termination of the exercise period of this option
specified in Sections 2 and 7 hereof.
11. This option shall be subject to the requirement that if at any
time the Board of Directors shall determine that the registration, listing or
qualification of the shares of Stock covered hereby upon any securities exchange
or under any federal or state law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the granting of this option or the purchase of shares of Stock
hereunder, this option may not be exercised unless and until such registration,
listing, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Board of Directors. The Committee
may require that the person exercising this option shall make such
representations and agreements and furnish such information as it deems
appropriate to assure compliance with the foregoing or any other applicable
legal requirements.
12. This option and the terms and conditions herein set forth are
subject in all respects to the terms and conditions of the Plan, which shall be
controlling. All interpretations or determinations of the Committee shall be
binding and conclusive upon the Optionee and his legal representatives on any
question arising hereunder or under the Plan.
13. By acceptance of this option, the Optionee agrees that in the
event the Optionee sells or otherwise disposes of any shares of Stock subject to
this option on or prior to (i) the
<PAGE>
date two years from the date of the grant of this option, or (ii) the date one
year from the date of the transfer of any of such shares to him pursuant to the
exercise of this option or any portion thereof, the Optionee shall promptly
upon the occurrence of any such event (x) give notice to the Company of the
occurrence thereof, which notice shall specify the manner in which such shares
of Stock were sold or disposed of and the consideration received therefor, and
(y) furnish to the Company such other information as may reasonably be requested
by the Company.
14. It shall be a condition to the obligation of the Company to issue
shares of Stock upon exercise of this option, that the Optionee (or any
beneficiary or person entitled to act under Section 7 hereof) pay to the
Company, upon its demand, such amount as may be requested by the Company for the
purpose of satisfying any liability to withhold federal, state or local income
or other taxes.
15. All notices hereunder to the Company shall be delivered or mailed
to the following address:
E&B Marine Inc.
201 Meadow Road
Edison, New Jersey 08818
Attention: Secretary, Stock Option Committee
<PAGE>
Such address for the service of notices may be changed at any time provided
notice of such change is furnished in advance to the Optionee.
E&B MARINE INC.
By_____________________________
<PAGE>
EXHIBIT 5.1
June 17, 1996
West Marine, Inc.
500 Westridge Drive
Watsonville, CA 95076-4100
Re: West Marine, Inc./
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the
proposed issuance pursuant to the E&B Marine Inc. 1983 Stock Option Plan (the
"Plan"), of up to 512,750 shares of common stock, $0.001 par value ("Common
Stock"), of West Marine, Inc., a Delaware corporation (the "Company").
We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy, and completeness of the information, representations, and warranties
contained in the records, documents, instruments, and certificates we have
reviewed.
Based on such examination, we are of the opinion that the 512,750
shares of Common Stock to be issued by the Company pursuant to the Plan are
validly authorized shares of Common Stock, and, when issued in accordance with
the provisions of the Plan, will be legally issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to this
Registration Statement on Form S-8 and to the use of our name wherever it
appears in said Registration Statement. In giving such consent, we do not
consider that we are "experts" within the meaning of such term as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities
<PAGE>
and Exchange Commission issued thereunder with respect to any part of the
Registration Statement, including this opinion, as an exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe
ORRICK, HERRINGTON & SUTCLIFFE
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
West Marine, Inc.
We consent to the incorporation by reference in this Registration Statement of
West Marine, Inc. on Form S-8 of our reports dated February 6, 1996, appearing
in and incorporated by reference in the Annual Report on Form 10-K of West
Marine, Inc. for the year ended December 30, 1995.
/s/ Deloitte & Touche LLP
June 14, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY OF DIRECTORS
KNOW BY ALL PERSONS BY THESE PRESENTS:
Each of the undersigned hereby constitutes and appoints Randolph K. Repass,
Crawford L. Cole, and John C. Zott, and each of them with power to act alone,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement or Registration Statements on Form
S-8 relating to 512,750 shares of common stock issuable under the E&B Marine
Inc. 1983 Stock Option Plan and any and all amendments of such Registration
Statements, including post-effective amendments, and to file the same, together
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises hereof, as fully to all intents
and purposes as he might do or could do in person, thereby ratifying and
confirming all that said attorney-in-fact or his or her substitutes may lawfully
do or cause to be done by virtue hereof.
/s/Randolph K. Repass
- --------------------------
Randolph K. Repass Date: June 17, 1996
/s/Crawford L. Cole
- --------------------------
Crawford L. Cole Date: June 17, 1996
/s/James P. Curley
- --------------------------
James P. Curley Date: June 12, 1996
/s/Geoffrey A. Eisenberg
- --------------------------
Geoffrey A. Eisenberg Date: June 17, 1996
/s/Richard E. Everett
- --------------------------
Richard E. Everett Date: June 17, 1996
<PAGE>
/s/Walter Scott
- --------------------------
Walter Scott Date: June 12, 1996
/s/Ronald P. Young
- --------------------------
Ronald P. Young Date: June 13, 1996
