As filed with the Securities and Exchange Commission on October 10, 1997
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
under
the Securities Act of 1933
--------------
NIMBUS CD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 54-1651183
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
623 Welsh Run Road, Guildford Farm, Ruckersville, Virginia 22968
(Address of principal executive offices) (Zip Code)
AMENDED AND RESTATED
NIMBUS CD INTERNATIONAL, INC.
1995 STOCK OPTION AND STOCK AWARD PLAN
and
NIMBUS CD INTERNATIONAL, INC.
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
L. Steven Minkel Copy to: Patricia Merrill, Esq.
Executive Vice President and Secretary McGuire, Woods, Battle & Boothe, L.L.P.
Nimbus CD International, Inc. P.O. Box 1288
623 Welsh Run Road, Guildford Farm Charlottesville, Virginia 22902
Ruckersville, Virginia 22968 Telephone: (804) 977-2545
Telephone: (804) 985-1100
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
---------------- ---------------- --------------- --------------- =============
Title of Proposed Proposed
Securities to Amount to be Maximum Maximum Amount of
be Registered Registered Offering Aggregate Registration
Price Per Offering Fee
Share (1) Price(1)
Common
Stock, $0.01 2,724,832 $11.125 $30,313,756 $9185.99
par value shares
================ ================ --------------- --------------- =============
(1) Estimated solely for the purpose of determining the registration fee and
based, pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, on
the average of the high and low per share sales price of the registrant's Common
Stock as reported on the Nasdaq National Market on October 8, 1997.
The securities covered by this Registration Statement will be (i) issued to
employees of the Registrant from time to time pursuant to stock options, stock
appreciation rights, restricted stock awards and bonuses payable in stock
granted or to be granted under the Amended and Restated Nimbus CD International,
Inc. 1995 Stock Option and Stock Award Plan and (ii) issued to directors of the
Registrant who are not employees of the Registrant or its subsidiaries or
affiliates from time to time pursuant to stock options granted or to be granted
under the Nimbus CD International, Inc. 1995 Stock Option Plan for Non-Employee
Directors.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Nimbus CD International, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement the following documents which have
been filed with the Securities and Exchange Commission (the "Commission"):
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1997 filed on June 27, 1997 pursuant to Rule 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since March 31, 1997, including the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 1997 filed
on August 12, 1997; and
(c) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on October 26,
1995 with the Commission.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the respective dates of filing of such documents.
Item 6. Indemnification of Directors and Officers
The Company's Restated Certificate of Incorporation provides that to the
fullest extent permitted by the Delaware General Corporation Law ("Delaware
Law"), a director of the Company shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Under current Delaware Law, liability of a director may not be limited (i) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases, and (iv) for any
transaction from which the director derives an improper personal benefit. The
effect of the provision of the Company's Restated Certificate of Incorporation
is to eliminate the rights of the Company and its stockholders (through
stockholders' derivative suits on behalf of the Company) to recover monetary
damages against a director for breach of the fiduciary duty of care as a
director (including breaches resulting from negligent or grossly negligent
behavior) except in the situations described in clauses (i) through (iv) above.
This provision does not limit or eliminate the rights of the Company or any
stockholder to seek nonmonetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. In addition, the Company's
Restated Bylaws provide that the Company shall indemnify its directors,
officers, employees and agents to the fullest extent permitted by Delaware Law.
The Company has entered into agreements (the "Indemnification Agreements")
with each of the directors and officers of the Company pursuant to which the
Company agrees to indemnify such director or officer from claims, liabilities,
damages, expenses, losses, costs, penalties or amounts paid in settlement
incurred by such director or officer and arising out of his capacity as a
director, officer, employee and/or agent of the corporation of which he is a
director or officer to the maximum extent provided by applicable law.
Furthermore, such director or officer is entitled to an advance of expenses to
the maximum extent authorized or permitted by law to meet the obligations
indemnified against. The Indemnification Agreements also obligate the Company to
purchase and maintain insurance for the benefit and on behalf of its directors
and officers insuring against all liabilities that may be incurred by such
director or officer in or arising out of his capacity as a director, officer,
employee and/or agent of the Company.
To the extent that the Board of Directors or the stockholders of the
Company may in the future wish to limit or repeal the ability of the Company to
indemnify directors and officers, such repeal or limitation may not be effective
as to directors and officers who are currently parties to the Indemnification
Agreements, because their rights to full protection are contractually assured by
the Indemnification Agreements. It is anticipated that similar contracts may be
entered into, from time to time, with future directors and officers of the
Company.
The Company maintains a standard policy of officers' and directors'
liability insurance.
Item 8. Exhibits
Exhibit
Number Exhibit Description
4.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1,
Registration No. 33-75632 ("Registrant's 1995 S-1")).
4.2 Restated Bylaws of the Company (incorporated by reference to Exhibit
3.2 to Registrant's 1995 S-1).
4.3 Form of Certificate Representing Common Stock (incorporated by
reference to Exhibit 4.1 to Registrant's 1995 S-1).
4.4 Stockholders Agreement (incorporated by reference to Exhibit 10.3 to
Registrant's 1995 S-1).
4.5 Form of Registration Rights Agreement (incorporated by reference to
Exhibit 10.10 to Registrant's 1995 S-1).
5.1 Opinion of McGuire, Woods, Battle & Boothe, L.L.P.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of McGuire, Woods, Battle & Boothe, L.L.P.
(included as part of Exhibit 5.1).
24.1 Powers of Attorney
99.1 Amended and Restated Nimbus CD International, Inc. 1995
Stock Option and Stock Award Plan (incorporated by
reference to Exhibit 10.9 of Registrant's 1996 Annual
Report on Form 10-K).
99.2 Nimbus CD International, Inc. 1995 Stock Option Plan for
Non-Employee Directors (incorporated by reference to
Exhibit 10.12 of Registrant's 1995 S-1).
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(a)(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 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
Exchange Act 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) 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 Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act 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 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 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.
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Greene, Commonwealth of Virginia.
NIMBUS CD INTERNATIONAL, INC.
Dated: October 10, 1997 /s/ L. Steven Minkel
L. Steven Minkel
Executive Vice President, Chief
Financial Officer and Secretary
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
date indicated.
/s/ Lyndon J. Faulkner
Chairman of the Board of Directors,
President, Chief Executive Officer
(Principal Executive Officer)
/s/ L. Steven Minkel
Director, Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
/s/ Gary E. Krutul
Controller (Principal Accounting
Officer)
*Charles Ayres
Director
*Darryl G. Behrman
Director
*Grant G. Behrman
Director
*Robert M. Davidson
Director
*David E. De Leeuw
Director
*Anthony V. Dub
Director
*George E. McCown
Director
*Glenn S. McKenzie
Director
- -------------------------------------
* By L. Steven Minkel as Attorney-in-Fact.
EXHIBIT INDEX
Exhibit
Number Exhibit Description
4.1 Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit
3.1 to the Company's Registration Statement
on Form S-1, Registration No. 33-75632
("Registrant's 1995 S-1")).
4.2 Restated Bylaws of the Company (incorporated
by reference to Exhibit 3.2 to Registrant's
1995 S-1).
4.3 Form of Certificate Representing Common Stock
(incorporated by reference to Exhibit 4.1 to
Registrant's 1995 S-1).
4.4 Stockholders Agreement (incorporated by
reference to Exhibit 10.3 to Registrant's
1995 S-1).
4.5 Form of Registration Rights Agreement
(incorporated by reference to Exhibit 10.10
to Registrant's 1995 S-1).
5.1 Opinion of McGuire, Woods, Battle & Boothe,
L.L.P.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of McGuire, Woods, Battle & Boothe,
L.L.P. (included as part of Exhibit 5.1).
24.1 Powers of Attorney
99.1 Amended and Restated Nimbus CD
International, Inc. 1995 Stock Option and
Stock Award Plan (incorporated by reference
to Exhibit 10.9 of Registrant's 1996 Annual
Report on Form 10-K).
99.2 Nimbus CD International, Inc. 1995 Stock
Option Plan for Non-Employee Directors
(incorporated by reference to Exhibit 10.12
of Registrant's 1995 S-1).
Exhibit 5.1
McGuire, Woods, Battle & Boothe, L.L.P.
Court Square Building
Post Office Box 1288
Charlottesville, Virginia 22902-1288
October 10, 1997
Nimbus CD International, Inc.
623 Welsh Run Road
Guildford Farm
Ruckersville, Virginia 22968
Ladies and Gentlemen:
Nimbus CD International, Inc. (the "Company") proposes to file as soon as
possible with the Securities and Exchange Commission, a registration statement
on Form S-8 (the "Registration Statement") relating to the Amended and Restated
Nimbus CD International, Inc. 1995 Stock Option and Stock Award Plan, as amended
(the "Employee Plan") and the Nimbus CD International, Inc. 1995 Stock Option
Plan for Non-Employee Directors, as amended (the "Director Plan"). The
Registration Statement covers (i) 2,674,832 shares of Common Stock, par value
$0.01, of the Company (the "Common Stock") which have been reserved for issuance
under the Employee Plan and (ii) 50,000 shares of Common Stock which have been
reserved for issuance under the Director Plan.
We are of the opinion that (i) the 2,674,832 shares of Common Stock which
are authorized for issuance under the Employee Plan and (ii) the 50,000 shares
of Common Stock which are authorized for issuance under the Director Plan, when
issued and sold in accordance with the terms and provisions of the respective
plans, will be duly authorized, legally issued, fully paid and nonassessable.
We consent to the use of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
MCGUIRE, WOODS, BATTLE & BOOTHE,L.L.P.
Exhibit 23.1
CONSENT OF COOPERS & LYBRAND L.L.P.
We consent to the incorporation by reference in this registration statement
of Nimbus CD International, Inc. (the "Company") on Form S-8 of our report
dated May 21, 1997, on our audits of the consolidated financial statements and
financial statement schedules of the Company as of March 31, 1997 and 1996, and
for each of the three years in the period ended March 31, 1997, which report is
included in the Company's Annual Report on Form 10-K for the year ended March
31, 1997.
Richmond, Virginia COOPERS & LYBRAND L.L.P.
October 10, 1997
Exhibit 24.1
Powers of Attorney
I, Charles Ayres, a duly elected director or executive officer of NIMBUS
CD INTERNATIONAL, INC., a Delaware corporation (the "Company"), do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true and lawful attorney-in-fact and agent, each with full power of
substitution, for me and in my name, place and stead, in any and all capacities
(including, without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer, Principal Accounting Officer of the Company), to
sign the Company's registration statement on Form S-8 pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International, Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International, Inc. Stock Option Plan for Non-Employee Directors will be
registered, which is to be filed with the Securities and Exchange Commission,
with all exhibits thereto, and any and all documents in connection therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things requisite and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
October 8, 1997.
/s/ Charles Ayres
I, Darryl G. Behrman, a duly elected director or executive officer of
NIMBUS CD INTERNATIONAL, INC., a Delaware corporation (the "Company"), do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true and lawful attorney-in-fact and agent, each with full power of
substitution, for me and in my name, place and stead, in any and all capacities
(including, without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer, Principal Accounting Officer of the Company), to
sign the Company's registration statement on Form S-8 pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International, Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International, Inc. Stock Option Plan for Non-Employee Directors will be
registered, which is to be filed with the Securities and Exchange Commission,
with all exhibits thereto, and any and all documents in connection therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things requisite and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
October 8, 1997.
/s/ Darryl G. Behrman
I, Grant Behrman, a duly elected director or executive officer of NIMBUS
CD INTERNATIONAL, INC., a Delaware corporation (the "Company"), do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true and lawful attorney-in-fact and agent, each with full power of
substitution, for me and in my name, place and stead, in any and all capacities
(including, without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer, Principal Accounting Officer of the Company), to
sign the Company's registration statement on Form S-8 pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International, Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International, Inc. Stock Option Plan for Non-Employee Directors will be
registered, which is to be filed with the Securities and Exchange Commission,
with all exhibits thereto, and any and all documents in connection therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things requisite and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
October 8, 1997.
/s/ Grant Behrman
I, Robert M. Davidson, a duly elected director or executive officer of
NIMBUS CD INTERNATIONAL, INC., a Delaware corporation (the "Company"), do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true and lawful attorney-in-fact and agent, each with full power of
substitution, for me and in my name, place and stead, in any and all capacities
(including, without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer, Principal Accounting Officer of the Company), to
sign the Company's registration statement on Form S-8 pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International, Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International, Inc. Stock Option Plan for Non-Employee Directors will be
registered, which is to be filed with the Securities and Exchange Commission,
with all exhibits thereto, and any and all documents in connection therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things requisite and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
October 9, 1997.
/s/ Robert Davidson
I, David E. De Leeuw, a duly elected director or executive officer of
NIMBUS CD INTERNATIONAL, INC., a Delaware corporation (the "Company"), do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true and lawful attorney-in-fact and agent, each with full power of
substitution, for me and in my name, place and stead, in any and all capacities
(including, without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer, Principal Accounting Officer of the Company), to
sign the Company's registration statement on Form S-8 pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International, Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International, Inc. Stock Option Plan for Non-Employee Directors will be
registered, which is to be filed with the Securities and Exchange Commission,
with all exhibits thereto, and any and all documents in connection therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things requisite and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
October 3, 1997.
/s/ David De Leeuw
I, Anthony V. Dub, a duly elected director or executive officer of NIMBUS
CD INTERNATIONAL, INC., a Delaware corporation (the "Company"), do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true and lawful attorney-in-fact and agent, each with full power of
substitution, for me and in my name, place and stead, in any and all capacities
(including, without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer, Principal Accounting Officer of the Company), to
sign the Company's registration statement on Form S-8 pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International, Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International, Inc. Stock Option Plan for Non-Employee Directors will be
registered, which is to be filed with the Securities and Exchange Commission,
with all exhibits thereto, and any and all documents in connection therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things requisite and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
October 4, 1997.
/s/ Anthony Dub
I, George E. McCown, a duly elected director or executive officer of
NIMBUS CD INTERNATIONAL, INC., a Delaware corporation (the "Company"), do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true and lawful attorney-in-fact and agent, each with full power of
substitution, for me and in my name, place and stead, in any and all capacities
(including, without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer, Principal Accounting Officer of the Company), to
sign the Company's registration statement on Form S-8 pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International, Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International, Inc. Stock Option Plan for Non-Employee Directors will be
registered, which is to be filed with the Securities and Exchange Commission,
with all exhibits thereto, and any and all documents in connection therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things requisite and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
October 3, 1997.
/s/ George McCown
I, Glenn McKenzie, a duly elected director or executive officer of NIMBUS
CD INTERNATIONAL, INC., a Delaware corporation (the "Company"), do hereby
constitute and appoint L. Steven Minkel or Gary E. Krutul, or either of them, my
true and lawful attorney-in-fact and agent, each with full power of
substitution, for me and in my name, place and stead, in any and all capacities
(including, without limitation, as Director and/or Principal Executive Officer,
Principal Financial Officer, Principal Accounting Officer of the Company), to
sign the Company's registration statement on Form S-8 pursuant to which the
unissued shares reserved for issuance under both the Amended and Restated Nimbus
CD International, Inc. 1995 Stock Option and Stock Award Plan and the Nimbus CD
International, Inc. Stock Option Plan for Non-Employee Directors will be
registered, which is to be filed with the Securities and Exchange Commission,
with all exhibits thereto, and any and all documents in connection therewith,
hereby granting unto said attorney-in-fact and agent full power and authority to
do and perform any and all acts and things requisite and necessary to be done,
any hereby ratifying and confirming all that said attorney-in-fact and agent may
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
October 8, 1997.
/s/ Glenn McKenzie
