As filed with the Securities and Exchange Commission on January 10, 2000
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
Laboratory Corporation of America Holdings
(Exact name of issuer as specified in its charter)
Delaware 13-3757370
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
358 South Main Street
Burlington, North Carolina 27215
(336) 229-1127
(Address of principal executive offices)
----------
Laboratory Corporation of America Holdings
1997 Employee Stock Purchase Plan
(Full title of the plan)
----------
Bradford T. Smith
Executive Vice President, General Counsel, and Secretary
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215
(Name and address of agent for service)
Registrant's telephone number, including area code: (336) 229-1127
<TABLE>
CALCULATION OF REGISTRATION FEE
=============================================================================================================
Proposed Proposed
Maximum Maximum
Offering Price Aggregate Offering Amount
Titles of Securities Amount to be Per Share*** Price of Registration
To be Registered Registered** Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par 4,000,000 $3.4375 $13,750,000 $3,630.00
value)................
=============================================================================================================
</TABLE>
* Plus an indeterminate number of additional shares which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions. (On December 13, 1996, pursuant to Registration
Statement No. 333-17793, 3,500,000 shares were registered under this Plan,
and a fee of $2,822 was paid.)
** The shares are to be offered at prices computed upon the basis of
fluctuating market prices. Estimated pursuant to Rule 457 (c, h) of the
General Rules and Regulations under the Securities Act of 1933 solely for
the purpose of computing the registration fee, based on the average of the
high and low prices of the securities being registered hereby on the New
York Stock Exchange Composite Transaction Tape of 1/6/00.
===============================================================================
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Laboratory Corporation of America Holdings (the "Company") hereby
incorporates herein by reference the following documents:
1) The Company's Registration Statement on Form S-8, Registration Statement
No. 333-17793, filed December 13, 1996, with respect to the Company's 1997
Employee Stock Purchase Plan;
2) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
3) All reports filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), on or after
December 31, 1998; and
4) The description of the Company's Common Stock (incorporated by reference
therein to the Company's Registration Statement on Form S-4 dated April
25, 1994 under the Securities Act of 1933, as amended (the "Securities
Act") in the Company's Registration Statement on Form 8-B dated June 30,
1994 (as amended by Amendment No. 1 thereto dated April 27, 1995) filed
under the Exchange Act, including amendments thereto and any report filed
for the purpose of updating such description.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the respective
date of filing of each such document.
INTEREST OF COUNSEL
Bradford T. Smith, who has issued the opinion of the Company's Law
Department on the legality of the common stock of the Company offered hereby,
is Executive Vice President, General Counsel and Secretary of the Company. Mr.
Smith owns Company Common Stock and restricted Company Common Stock and/or
stock options. He also holds employee stock options to purchase Company Common
Stock.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
As authorized by Section 145 of the General Corporation Law of the State
of Delaware ("Delaware Corporation Law"), each director and officer of the
Company may be indemnified by the Company against expenses (including
attorney's fees, judgments, fines, and amounts paid in settlement) actually and
reasonably incurred in connection with the defense or settlement of any
threatened, pending, or completed legal proceedings in which he/she is involved
by reason of the fact that he/she is or was a director or officer of the
Company; provided that he/she acted in good faith and in a manner that he/she
reasonably believed to be in or not opposed to the best interest of the
Company; and, with respect to any criminal action or proceeding, that he/she
had no reasonable cause to believe that his/her conduct was unlawful. If the
legal proceeding, however, is by or in the right of the Company, the director
or officer may not be indemnified in respect of any claim, issue, or matter as
to which he/she shall have adjudged to be liable for negligence or misconduct
in the performance of his duty to the Company unless a court determines
otherwise.
Article Sixth of the Certificate of Incorporation of the Company provides
that no director of the Company shall be personally liable to the Company or
its stockholders for monetary damages for any breach of his fiduciary duty as
director; provided, however, that such clause shall not apply to any liability
of a director (i) for any breach of such director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the Delaware Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit. In
addition, the provisions of Article VII of the Company's By-laws provide that
the Company shall indemnify person entitled to be indemnified to the fullest
extent permitted by the Delaware Corporation Law.
2
<PAGE>
The Company maintains policies of officers' and directors' liability
insurance in respect of acts or omissions of current and former officers and
directors of the Company, its subsidiaries, and "constituent" companies that
have been merged with the Company.
EXHIBITS
The following is a complete list of exhibits filed as part of this Registration
Statement:
Exhibit No.
- -----------
4.1 Amendment to Laboratory Corporation of America Holdings 1997
Employee Stock Purchase Plan
5 Opinion of Counsel
23.1 Consent of PricewaterhouseCoopers, LLP
23.2 Consent of KPMG LLP
23.3 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
3
<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:
(i) To include any prospectus required to Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; and
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information 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 Exchange Act that are incorporated by reference in the
registration statement.
(2) that, for the purpose of determining any liability under the Securities
Act, 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; and
(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, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15 (d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to 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 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.
4
<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burlington, State of North Carolina, on the 7th day
of January, 2000.
LABORATORY CORPORATION OF AMERICA HOLDINGS
By /s/ Bradford T. Smith
------------------------------------------
Bradford T. Smith
Executive Vice President, General Counsel
and Secretary
5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ * Chairman of the Board, President, Chief January 7, 2000
- ------------------------------------ Executive Officer and Director
Thomas P. Mac Mahon
/s/ * Executive Vice President, Chief January 7, 2000
- ------------------------------------ Financial Officer and Treasurer
Wesley R. Elingburg (Principal Accounting and Financial
Officer)
/s/ * Director January 7, 2000
- ------------------------------------
Jean-Luc Belingard
/s/ * Director January 7, 2000
- ------------------------------------
Wendy E. Lane
/s/ * Director January 7, 2000
- ------------------------------------
Robert E. Mittelstaedt, Jr.
/s/ * Director January 7, 2000
- ------------------------------------
James B. Powell, M.D.
/s/ * Director January 7, 2000
- ------------------------------------
David B. Skinner, M.D.
/s/ * Director January 7, 2000
- ------------------------------------
Andrew G. Wallace, M.D.
*By: /s/ Bradford T. Smith
--------------------------------
Bradford T. Smith
Attorney-in-Fact
</TABLE>
6
<PAGE>
INDEX TO EXHIBITS
The following is a complete list of exhibits filed as part of this Registration
Statement:
Exhibit Sequentially
Number Exhibit Numbered Page
- -------- -------------------------------------------------------- -------------
4.1 Amendment to Laboratory Corporation of America Holdings
1997 Employee Stock Purchase Plan....................... 8
5 Opinion of Counsel...................................... 9
23.1 Consent of PricewaterhouseCoopers LLP .................. 10
23.2 Consent of KPMG LLP..................................... 11
23.3 Consent of Counsel (Included in Exhibit 5).............. -
24 Powers of Attorney...................................... 12
7
EXHIBIT 4.1
The Laboratory Corporation of America Holdings 1997 Employee Stock
Purchase Plan was amended, effective June 16, 1999, to replace Article IV of
such plan with the following:
ARTICLE IV. Stock:
The stock subject to the Options to be issued hereunder shall be Common
Stock. The maximum number of such shares to be issued upon the exercise of the
Options hereby granted shall be an aggregate of seven million five hundred
thousand (7,500,000) shares of Common Stock (the "Available Shares").
For each Offering Period hereunder, an eligible employee (hereinafter
called "Optionee") shall have an option to purchase up to the largest number of
whole and fractional shares available at the Option Price (as described in
Article V(a) obtained by having deducted from such Optionee's Compensation for
each payroll period during an Offering Period an amount not less than one
percent (1%) or more than ten percent (10%) of such Optionee's Compensation for
the payroll period. The term "Compensation" as used herein includes regular
base pay (including any shift differentials) at the rate in effect on the
Offering Date, but excludes any bonus, overtime payment, sales commission,
contribution to any Code ss.125 or 401(k) plan or other form of extra
compensation.
If in any Offering Period the total number of shares of Common Stock for
which Options are exercised exceeds the number of Available Shares remaining
under the Plan, the Administrator shall make a pro rata allocation of the
Available Shares in as nearly a uniform manner as shall be practicable and as
it shall deem to be equitable, and the balance of payroll deductions credited
to the Purchase Account of each Optionee shall be returned to each Optionee as
promptly as possible.
Except as expressly provided otherwise in Article III hereof, payment for
Common Stock purchased under the Option shall be made only by payroll
deductions over a designated Offering Period.
Notwithstanding the foregoing provisions of this Plan, no Option shall
permit an Optionee to purchase in any single calendar year a number of shares
which together with all other shares in the corporation and any Subsidiaries
which such Optionee may be entitled to purchase in such year pursuant to
options issued under any employee stock purchase plan, has an aggregate fair
market value (determined in each case as of the date such options are granted)
in excess of $25,000. This limitation applies only to options granted under
"employee stock purchase plans" as defined by ss.423 of the Code, and does not
limit the amount of stock which an Optionee may purchase under any other stock
option or bonus plans then in effect.
8
EXHIBIT 5
January 7, 2000
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, North Carolina 27215
Ladies and Gentlemen:
I am an Executive Vice President, General Counsel and Secretary of Laboratory
Corporation of America Holdings, and I offer this opinion in connection with
the filing of a Registration Statement (the "Registration Statement") on Form
S-8 under the Securities Act of 1933, as amended, relating to 4,000,000 shares
of common stock, par value $0.01 per share (the "Common Stock"), deliverable in
accordance with the Laboratory Corporation of America Holdings 1997 Employee
Stock Purchase Plan as referred to in such Form S-8 (the "Plan").
I have examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments relating to the adoption and amendment of the
Plan as I have deemed necessary or advisable for the purposes of this opinion.
Upon the basis of the foregoing, I am of the opinion that the Common Stock
deliverable pursuant to the Plan, when delivered in accordance with the Plan
will be duly authorized, validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Bradford T. Smith, Esq.
Executive Vice President,
General Counsel and Secretary
9
EXHIBIT 23.1
[Letterhead of PriceWaterhouseCoopers]
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors
Laboratory Corporation of America Holdings:
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (Laboratory Corporation of America Holdings 1997 Employee
Stock Purchase Plan) of our report, dated February 12, 1999 relating to the
financial statements, which appears in the Laboratory Corporation of America
Holdings and its subsidiaries' 1998 Annual Report on Form 10-K for the year
ended December 31, 1998.
/s/ PriceWaterhouseCoopers LLC
Charlotte, North Carolina
January 6, 2000
9
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Laboratory Corporation of America Holdings:
We consent to the use of our reports incorporated herein by reference in the
registration statement on Form S-8 of Laboratory Corporation of America
Holdings.
/s/ KPMG LLP
Raleigh, North Carolina
January 6, 2000
11
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her capacity or
capacities as an officer or director or both of Laboratory Corporation of
America Holdings does hereby constitute and appoint Bradford T. Smith, the true
and lawful attorney and agent of the undersigned, with power of substitution,
to do any and all acts and things for and on behalf of the undersigned and in
the name of the undersigned and in the capacity or capacities of the
undersigned as aforesaid and to execute any and all instruments for and on
behalf of the undersigned and in the name of the undersigned, which said
attorney and agent may deem necessary or advisable to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission, in
connection with this Registration Statement, including specifically but without
limitation, power and authority to sign for the undersigned in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereto; and the undersigned does hereby ratify and confirm all that the said
attorney and agent, or his substitute or substitutes, shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 7th day of January, 2000.
/s/ Thomas P. Mac Mahon
---------------------------
THOMAS P. MAC MAHON
12
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her capacity or
capacities as an officer or director or both of Laboratory Corporation of
America Holdings does hereby constitute and appoint Bradford T. Smith, the true
and lawful attorney and agent of the undersigned, with power of substitution,
to do any and all acts and things for and on behalf of the undersigned and in
the name of the undersigned and in the capacity or capacities of the
undersigned as aforesaid and to execute any and all instruments for and on
behalf of the undersigned and in the name of the undersigned, which said
attorney and agent may deem necessary or advisable to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission, in
connection with this Registration Statement, including specifically but without
limitation, power and authority to sign for the undersigned in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereto; and the undersigned does hereby ratify and confirm all that the said
attorney and agent, or his substitute or substitutes, shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 7th day of January, 2000.
/s/ Wesley R. Elingburg
----------------------------
WESLEY R. ELINGBURG
13
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her capacity or
capacities as an officer or director or both of Laboratory Corporation of
America Holdings does hereby constitute and appoint Bradford T. Smith, the true
and lawful attorney and agent of the undersigned, with power of substitution,
to do any and all acts and things for and on behalf of the undersigned and in
the name of the undersigned and in the capacity or capacities of the
undersigned as aforesaid and to execute any and all instruments for and on
behalf of the undersigned and in the name of the undersigned, which said
attorney and agent may deem necessary or advisable to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission, in
connection with this Registration Statement, including specifically but without
limitation, power and authority to sign for the undersigned in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereto; and the undersigned does hereby ratify and confirm all that the said
attorney and agent, or his substitute or substitutes, shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 7th day of January, 2000.
/s/ Jean-Luc Belingard
----------------------------
JEAN-LUC BELINGARD
14
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her capacity or
capacities as an officer or director or both of Laboratory Corporation of
America Holdings does hereby constitute and appoint Bradford T. Smith, the true
and lawful attorney and agent of the undersigned, with power of substitution,
to do any and all acts and things for and on behalf of the undersigned and in
the name of the undersigned and in the capacity or capacities of the
undersigned as aforesaid and to execute any and all instruments for and on
behalf of the undersigned and in the name of the undersigned, which said
attorney and agent may deem necessary or advisable to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission, in
connection with this Registration Statement, including specifically but without
limitation, power and authority to sign for the undersigned in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereto; and the undersigned does hereby ratify and confirm all that the said
attorney and agent, or his substitute or substitutes, shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 7th day of January, 2000.
/s/ Wendy E. Lane
------------------------
WENDY E. LANE
15
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her capacity or
capacities as an officer or director or both of Laboratory Corporation of
America Holdings does hereby constitute and appoint Bradford T. Smith, the true
and lawful attorney and agent of the undersigned, with power of substitution,
to do any and all acts and things for and on behalf of the undersigned and in
the name of the undersigned and in the capacity or capacities of the
undersigned as aforesaid and to execute any and all instruments for and on
behalf of the undersigned and in the name of the undersigned, which said
attorney and agent may deem necessary or advisable to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission, in
connection with this Registration Statement, including specifically but without
limitation, power and authority to sign for the undersigned in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereto; and the undersigned does hereby ratify and confirm all that the said
attorney and agent, or his substitute or substitutes, shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 7th day of January, 2000.
/s/ Robert E. Mittelstaedt, Jr.
---------------------------------
ROBERT E. MITTELSTAEDT, JR.
16
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her capacity or
capacities as an officer or director or both of Laboratory Corporation of
America Holdings does hereby constitute and appoint Bradford T. Smith, the true
and lawful attorney and agent of the undersigned, with power of substitution,
to do any and all acts and things for and on behalf of the undersigned and in
the name of the undersigned and in the capacity or capacities of the
undersigned as aforesaid and to execute any and all instruments for and on
behalf of the undersigned and in the name of the undersigned, which said
attorney and agent may deem necessary or advisable to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission, in
connection with this Registration Statement, including specifically but without
limitation, power and authority to sign for the undersigned in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereto; and the undersigned does hereby ratify and confirm all that the said
attorney and agent, or his substitute or substitutes, shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 7th day of January, 2000.
/s/ James B. Powell, M.D.
---------------------------
JAMES B. POWELL, M.D.
17
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her capacity or
capacities as an officer or director or both of Laboratory Corporation of
America Holdings does hereby constitute and appoint Bradford T. Smith, the true
and lawful attorney and agent of the undersigned, with power of substitution,
to do any and all acts and things for and on behalf of the undersigned and in
the name of the undersigned and in the capacity or capacities of the
undersigned as aforesaid and to execute any and all instruments for and on
behalf of the undersigned and in the name of the undersigned, which said
attorney and agent may deem necessary or advisable to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission, in
connection with this Registration Statement, including specifically but without
limitation, power and authority to sign for the undersigned in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereto; and the undersigned does hereby ratify and confirm all that the said
attorney and agent, or his substitute or substitutes, shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 7th day of January, 2000.
/s/ David B. Skinner, M.D.
----------------------------
DAVID B. SKINNER, M.D.
18
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her capacity or
capacities as an officer or director or both of Laboratory Corporation of
America Holdings does hereby constitute and appoint Bradford T. Smith, the true
and lawful attorney and agent of the undersigned, with power of substitution,
to do any and all acts and things for and on behalf of the undersigned and in
the name of the undersigned and in the capacity or capacities of the
undersigned as aforesaid and to execute any and all instruments for and on
behalf of the undersigned and in the name of the undersigned, which said
attorney and agent may deem necessary or advisable to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission, in
connection with this Registration Statement, including specifically but without
limitation, power and authority to sign for the undersigned in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereto; and the undersigned does hereby ratify and confirm all that the said
attorney and agent, or his substitute or substitutes, shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney this 7th day of January, 2000.
/s/ Andrew G. Wallace, M.D.
------------------------------
ANDREW G. WALLACE, M.D.
