<PAGE>
As filed with the Securities and Exchange Commission on May 3, 1999
Registration No. 333-96584
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JUST FOR FEET, INC.
------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 63-0734234
------------ -------------
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
7400 Cahaba Valley Road, Birmingham, Alabama 35242
---------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
JUST FOR FEET, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
-----------------------------------------------
(Full Title of the Plan)
HAROLD RUTTENBERG
Chairman, President and Chief Executive Officer
7400 Cahaba Valley Road
Birmingham, Alabama 35242
(205) 408-3000
--------------------------------------
(Name, address, telephone number, including
area code, of agent for service)
--------------------------------------
Copies Requested to:
Arthur Jay Schwartz, Esq.
Smith, Gambrell & Russell, LLP
Promenade II, Suite 3100
1230 Peachtree Street, N.E.
Atlanta, Georgia 30309-3592
(404) 815-3500
--------------------------------------
<PAGE>
Explanatory Note
This Post-Effective Amendment No. 1, (the "Amendment") to that certain
Registration Statement on Form S-8 (File No. 33-96584) (the "Registration
Statement") is being filed pursuant to Rule 414 under the Securities Act of
1933, as amended (the "Securities Act") by Just For Feet, Inc., a Delaware
corporation (the "Company" or "Just For Feet-Delaware"), which is the successor
to Just For Feet, Inc., an Alabama corporation ("Just For Feet-Alabama"),
following a statutory merger effective on June 26, 1998 (the "Merger") for the
purpose of changing Just For Feet-Alabama's state of incorporation. Prior to
the merger, Just For Feet-Delaware had no assets or liabilities other than
nominal assets or liabilities. In connection with the Merger, Just For Feet-
Delaware succeeded by operation of law to all of the assets and liabilities of
Just For Feet-Alabama. The Merger was approved by the shareholders of Just For
Feet-Alabama at a meeting for which proxies were solicited pursuant to Section
14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Except as modified by this Amendment, Just For Feet-Delaware, by virtue of
this Amendment, expressly adopts the Registration Statement as its own
registration statement for all purposes of the Securities Act and the Exchange
Act.
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ------- ----------------------------------------
The documents listed below are hereby incorporated by reference into this
Registration Statement, and all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing such documents:
1. The Company's Annual Report on Form 10-K for the year ended January 30,
1999; and
2. A.The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed under the Exchange Act on March 4,
1994, as amended by Form 8-A/A filed with the Commission on February 25,
1999.
Item 4. Description of Securities.
- ------- --------------------------
No response is required to this item.
Item 5. Interests of Named Experts and Counsel.
- ------- ---------------------------------------
No response is required to this item.
Item 6. Indemnification of Officers and Directors.
- ------- ------------------------------------------
The Registrant's Certificate of Incorporation and its Bylaws provide for
indemnification of directors and officers of the Registrant to the fullest
extent permitted by Delaware law.
Section 145 of the General Corporation Law of the State of Delaware provides
generally that a corporation may indemnify any person who was or 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, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him 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.
In addition, pursuant to the authority of Delaware law, the Certificate of
Incorporation of the Registrant and the Registrant's Bylaws also eliminate the
monetary liability of directors to the fullest extent permitted by Delaware law.
The Registrant has purchased directors' and officers' liability insurance
II-1
<PAGE>
covering certain liabilities incurred by its directors and officers in
connection with the performance of their duties.
Item 7. Exemption From Registration Claimed.
- ------- ------------------------------------
No response to this Item is required.
Item 8. Exhibits.
- ------- ---------
The following exhibits are filed with or incorporated by reference into this
Registration Statement. The exhibits which are denominated by an asterisk (*)
were previously filed as a part of, and are hereby incorporated by reference
from the Company's earlier Registration Statement on Form S-8, File No. 33-
96584, as filed with the Securities and Exchange Commission on September 7,
1995.
Exhibit
Number Description of Exhibit
------ ----------------------
4.1* Just For Feet, Inc. Non-Employee Director Stock Option Plan
5.1 Opinion of Smith, Gambrell & Russell, LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Smith, Gambrell & Russell, LLP (contained in their
opinion filed as Exhibit 5.1).
24.1 Power of Attorney of Edward S. Croft, III.
24.2 Power of Attorney of Michael P. Lazarus.
24.3 Power of Attorney of Bart Starr, Sr.
24.4 Power of Attorney of Randall L. Haines.
24.5 Power of Attorney of David F. Bellet.
24.6 Power of Attorney of Warren C. Smith, Jr.
II-2
<PAGE>
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 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;
(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 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 the time shall be deemed to be the initial bona fide offering thereof.
(h) 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.
II-3
<PAGE>
SIGNATURES
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 Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Birmingham, State of
Alabama, on the 30th day of April, 1999.
JUST FOR FEET, INC.
By: /s/ Harold Ruttenberg
-------------------------------
Harold Ruttenberg
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 has been signed below by the following persons in the
capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Harold Ruttenberg Chairman, President and Chief April 30, 1999
- -------------------------- Executive Officer (principal
Harold Ruttenberg executive officer)
/s/ Eric L. Tyra Executive Vice President, April 30, 1999
- -------------------------- Chief Financial Officer
Eric L. Tyra (principal accounting officer)
* Director April 30, 1999
- --------------------------
Michael P. Lazarus
* Director April 30, 1999
- --------------------------
Bart Starr, Sr.
* Director April 30, 1999
- --------------------------
Randall L. Haines
* Director April 30, 1999
- --------------------------
David F. Bellet
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director April 30, 1999
- --------------------------
Edward S. Croft, III
* Director April 30, 1999
- --------------------------
Warren C. Smith, Jr.
*By: /s/ Eric L. Tyra
---------------------
Eric L. Tyra
Attorney-in-Fact
</TABLE>
<PAGE>
Exhibit Index
-------------
Exhibit
Number Description of Exhibit
------ -------------------------------------------
4.1* Just For Feet, Inc. Non-Employee Director Stock Option Plan
5.1 Opinion of Smith, Gambrell & Russell, LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Smith, Gambrell & Russell, LLP (contained in their opinion
filed as Exhibit 5.1).
24.1 Power of Attorney of Edward S. Croft, III.
24.2 Power of Attorney of Michael P. Lazarus.
24.3 Power of Attorney of Bart Starr, Sr.
24.4 Power of Attorney of Randall L. Haines.
24.5 Power of Attorney of David F. Bellet.
24.6 Power of Attorney of Warren C. Smith, Jr.
<PAGE>
EXHIBIT 5.1
<PAGE>
May 3, 1999
Board of Directors
Just For Feet, Inc.
7400 Cahaba Valley Road
Birmingham, Alabama 35242
RE: Just For Feet, Inc.
Post-Effective Amendment No. 1 to Registration Statement on Form S-8
File No. 33-96584
Non-Employee Director Stock Option Plan
---------------------------------------
Gentlemen:
We have examined the Post-Effective Amendment No. 1 (the "Amendment") to the
above-referenced Registration Statement on Form S-8 (as so amended, the
"Registration Statement") to be filed by Just For Feet, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended,
of shares of the Company's Common Stock, $0.0001 par value (the "Shares"),
reserved for issuance pursuant to the Company's Non-Employee Director Stock
Option Plan, which Shares were registered by Just For Feet, Inc., an Alabama
corporation, prior to its reincorporation under Delaware law as the Company.
It is our opinion that the Shares have been legally authorized and when
issued in accordance with the terms described in Registration Statement will be
validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the aforementioned
Amendment and to the reference to this firm under the caption "Legal Matters" in
the Prospectus. In giving this consent, we do not thereby admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Sincerely,
SMITH, GAMBRELL & RUSSELL, LLP
/s/ Marlon F. Starr
Marlon F. Starr
<PAGE>
EXHIBIT 23.1
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 33-96584 of Just For Feet, Inc. and
subsidiaries on Form S-8 regarding the Just For Feet, Inc. Non-Employee Director
Stock Option Plan of our report dated April 23, 1999, appearing in the Annual
Report on Form 10-K of Just For Feet, Inc. for the year ended January 30, 1999.
/s/ Deloitte & Touche LLP
Birmingham, Alabama
April 27, 1999
<PAGE>
EXHIBIT 24.1
STATE OF GEORGIA
COUNTY OF PAULDING
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Edward S. Croft, III, a Director of
JUST FOR FEET, INC., a Delaware corporation (the "Company"), do constitute and
appoint Harold Ruttenberg and Eric L. Tyra, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for me in any and all capacities, to sign, on my behalf and in
my stead pursuant to the requirements of the Securities Act of 1933, as amended
and the Securities Exchange Act of 1934, as amended (i) a Registration Statement
on Form S-8 to register additional shares for issuance pursuant to the Just For
Feet, Inc. 1997 Employee Incentive Plan; (ii) post-effective amendments to the
following Registration Statements: 33-80578, 33-96588, 333-06531, 333-28041,
333-96584, 333-26345 and 333-28039; and (iii) the Company's Annual Report on
Form 10-K for the fiscal year ended January 30, 1999, and to file the same with
the Securities and Exchange Commission, together with all exhibits thereto and
other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments to said Registration Statements
or Reports, incorporating such changes as the said attorneys-in-fact deem
appropriate, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 5th day of
March, 1999.
/s/ Edward S. Croft, III
-------------------------------
Edward S. Croft, III
ACKNOWLEDGMENT
--------------
BEFORE me this 5th day of March, 1999, came Edward S. Croft, III, personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as his true act and deed.
/s/ Donna J. Hitchcock
-------------------------------
NOTARY PUBLIC
State of Georgia
My Commission Expires:
January 29, 2000
-------------------------------
<PAGE>
EXHIBIT 24.2
STATE OF ALABAMA
COUNTY OF ____________
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Michael P. Lazarus, a Director of
JUST FOR FEET, INC., a Delaware corporation (the "Company"), do constitute and
appoint Harold Ruttenberg and Eric L. Tyra, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for me in any and all capacities, to sign, on my behalf and in
my stead pursuant to the requirements of the Securities Act of 1933, as amended
and the Securities Exchange Act of 1934, as amended (i) a Registration Statement
on Form S-8 to register additional shares for issuance pursuant to the Just For
Feet, Inc. 1997 Employee Incentive Plan; (ii) post-effective amendments to the
following Registration Statements: 33-80578, 33-96588, 333-06531, 333-28041,
333-96584, 333-26345 and 333-28039; and (iii) the Company's Annual Report on
Form 10-K for the fiscal year ended January 30, 1999, and to file the same with
the Securities and Exchange Commission, together with all exhibits thereto and
other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments to said Registration Statements
or Reports, incorporating such changes as the said attorneys-in-fact deem
appropriate, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of
March, 1999.
/s/ Michael P. Lazarus
-------------------------------
Michael P. Lazarus
ACKNOWLEDGMENT
--------------
BEFORE me this 18th day of March, 1999, came Michael P. Lazarus, personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as his true act and deed.
/s/ Janice Dunkling
-------------------------------
NOTARY PUBLIC
State of Alabama
My Commission Expires:
9/17/2000
-------------------------------
<PAGE>
EXHIBIT 24.3
STATE OF ALABAMA
COUNTY OF ____________
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Bart Starr, Sr., a Director of
JUST FOR FEET, INC., a Delaware corporation (the "Company"), do constitute and
appoint Harold Ruttenberg and Eric L. Tyra, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for me in any and all capacities, to sign, on my behalf and in
my stead pursuant to the requirements of the Securities Act of 1933, as amended
and the Securities Exchange Act of 1934, as amended (i) a Registration Statement
on Form S-8 to register additional shares for issuance pursuant to the Just For
Feet, Inc. 1997 Employee Incentive Plan; (ii) post-effective amendments to the
following Registration Statements: 33-80578, 33-96588, 333-06531, 333-28041,
333-96584, 333-26345 and 333-28039; and (iii) the Company's Annual Report on
Form 10-K for the fiscal year ended January 30, 1999, and to file the same with
the Securities and Exchange Commission, together with all exhibits thereto and
other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments to said Registration Statements
or Reports, incorporating such changes as the said attorneys-in-fact deem
appropriate, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 5th day of
March, 1999.
/s/ Bart Starr, Sr.
-------------------------------
Bart Starr, Sr.
ACKNOWLEDGMENT
--------------
BEFORE me this 5th day of March, 1999, came Bart Starr, Sr., personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as his true act and deed.
/s/ Leigh Anne Harrell
-------------------------------
NOTARY PUBLIC
State of Alabama
My Commission Expires:
9/17/2001
-------------------------------
<PAGE>
EXHIBIT 24.4
STATE OF ALABAMA
COUNTY OF ____________
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Randall L. Haines, a Director of
JUST FOR FEET, INC., a Delaware corporation (the "Company"), do constitute and
appoint Harold Ruttenberg and Eric L. Tyra, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for me in any and all capacities, to sign, on my behalf and in
my stead pursuant to the requirements of the Securities Act of 1933, as amended
and the Securities Exchange Act of 1934, as amended (i) a Registration Statement
on Form S-8 to register additional shares for issuance pursuant to the Just For
Feet, Inc. 1997 Employee Incentive Plan; (ii) post-effective amendments to the
following Registration Statements: 33-80578, 33-96588, 333-06531, 333-28041,
333-96584, 333-26345 and 333-28039; and (iii) the Company's Annual Report on
Form 10-K for the fiscal year ended January 30, 1999, and to file the same with
the Securities and Exchange Commission, together with all exhibits thereto and
other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments to said Registration Statements
or Reports, incorporating such changes as the said attorneys-in-fact deem
appropriate, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 4th day of
March, 1999.
/s/ Randall L. Haines
-------------------------------
Randall L. Haines
ACKNOWLEDGMENT
--------------
BEFORE me this 4th day of March, 1999, came Randall L. Haines, personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as his true act and deed.
/s/ Deborah B. Partridge
-------------------------------
NOTARY PUBLIC
State of Alabama
My Commission Expires:
2/28/2000
-------------------------------
<PAGE>
EXHIBIT 24.5
STATE OF NEW YORK
COUNTY OF QUEENS
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, David F. Bellet, a Director of JUST
FOR FEET, INC., a Delaware corporation (the "Company"), do constitute and
appoint Harold Ruttenberg and Eric L. Tyra, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for me in any and all capacities, to sign, on my behalf and in
my stead pursuant to the requirements of the Securities Act of 1933, as amended
and the Securities Exchange Act of 1934, as amended (i) a Registration Statement
on Form S-8 to register additional shares for issuance pursuant to the Just For
Feet, Inc. 1997 Employee Incentive Plan; (ii) post-effective amendments to the
following Registration Statements: 33-80578, 33-96588, 333-06531, 333-28041,
333-96584, 333-26345 and 333-28039; and (iii) the Company's Annual Report on
Form 10-K for the fiscal year ended January 30, 1999, and to file the same with
the Securities and Exchange Commission, together with all exhibits thereto and
other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments to said Registration Statements
or Reports, incorporating such changes as the said attorneys-in-fact deem
appropriate, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 4th day of
March, 1999.
/s/ David F. Bellet
-------------------------------
David F. Bellet
ACKNOWLEDGMENT
--------------
BEFORE me this 4th day of March, 1999, came David F. Bellet, personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as his true act and deed.
/s/ Mavis Davidson
-------------------------------
NOTARY PUBLIC
State of New York
My Commission Expires:
7/25/2000
-------------------------------
<PAGE>
EXHIBIT 24.6
STATE OF MASSACHUSETTS
COUNTY OF PLYMOUTH
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that I, Warren C. Smith, Jr., a Director of
JUST FOR FEET, INC., a Delaware corporation (the "Company"), do constitute and
appoint Harold Ruttenberg and Eric L. Tyra, and each of them, my true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for me in any and all capacities, to sign, on my behalf and in
my stead pursuant to the requirements of the Securities Act of 1933, as amended
and the Securities Exchange Act of 1934, as amended (i) a Registration Statement
on Form S-8 to register additional shares for issuance pursuant to the Just For
Feet, Inc. 1997 Employee Incentive Plan; (ii) post-effective amendments to the
following Registration Statements: 33-80578, 33-96588, 333-06531, 333-28041,
333-96584, 333-26345 and 333-28039; and (iii) the Company's Annual Report on
Form 10-K for the fiscal year ended January 30, 1999, and to file the same with
the Securities and Exchange Commission, together with all exhibits thereto and
other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments to said Registration Statements
or Reports, incorporating such changes as the said attorneys-in-fact deem
appropriate, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 4th day of
March, 1999.
/s/ Warren C. Smith, Jr.
-------------------------------
Warren C. Smith, Jr.
ACKNOWLEDGMENT
--------------
BEFORE me this 4th day of March, 1999, came Warren C. Smith, Jr.,
personally known to me, who in my presence did sign and seal the above and
foregoing Power of Attorney and acknowledged the same as his true act and deed.
/s/ Eileen M. Messlinger
-------------------------------
NOTARY PUBLIC
State of Massachusetts
My Commission Expires:
1/15/03
-------------------------------
