As Filed with the Securities and Exchange Commission on November 12, 1997
Registration No. 333-39553
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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
APPLIED CELLULAR TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
MISSOURI
(State or other jurisdiction of
incorporation or organization)
43-1641533
(I.R.S. Employer
Identification No.)
James River Professional Center
Highway 160 & CC, Suite 5, P.O. Box 2067
Nixa, Missouri 65714
(417) 725-9888
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Richard J. Sullivan
James River Professional Center
Highway 160 & CC, Suite 5, P.O. Box 2067
Nixa, Missouri 65714
(417) 725-9888
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all correspondence to:
Denis P. McCusker, Esq.
Bryan Cave LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750
(314) 259-2000
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Reoffer Prospectus Pursuant to General Instruction C.1 of Form S-8
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<PAGE>
PROSPECTUS
[GRAPHIC OMITTED]
650,000 Shares
Common Stock
------------------
This Prospectus relates to the proposed sale from time to time of up to
650,000 shares (the "Shares") of the common stock, par value $.001 per share
(the "Common Stock"), of Applied Cellular Technology, Inc., a Missouri
corporation (the "Company"), by the Selling Shareholders referred to herein. See
"Selling Shareholders." The Selling Shareholders plan to sell the Shares in one
or more transactions (which may include "block transactions") on the Nasdaq
Small-Cap Market, in the over-the-counter market, in negotiated transactions or
in a combination of such methods of sales, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Shareholders intend to effect such transactions
through Attkisson, Carter & Akers, Atlanta, Georgia, and may also effect such
transactions by selling the Shares directly to purchasers, or may sell to or
through other agents, dealers or underwriters designated from time to time. Such
agents, dealers or underwriters may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchaser(s) of Shares for whom they may act as agent or to whom they may sell
as principals, or both. The Selling Shareholders and the brokers and dealers
through which the sales of the Shares may be made may be deemed to be
"underwriters" within the meaning set forth in the Securities Act of 1933, as
amended (the "Securities Act"), and their commissions and discounts and other
compensation may be regarded as underwriters' compensation. See "Plan of
Distribution" and "Selling Shareholders."
The Shares are being acquired by the Selling Shareholders on exercise of
stock options issued to them under the Company's 1996 Non-Qualified Stock Option
Plan in consideration for services rendered to the Company. Although the Company
will receive aggregate cash proceeds of $2,762,500 as a result of the exercise
of the options held by the Selling Shareholders relating to the Shares, the
Company will not directly receive any proceeds from the sale of Shares by the
Selling Shareholders and will bear all the expenses incurred in connection with
the preparation of this Prospectus.
The Common Stock of the Company is listed on the Nasdaq Small-Cap Market
under the symbol "ACTC." On November 10, 1997, the last reported sale price of
the Common Stock on the Nasdaq Small-Cap Market was $8.25 per share. See "Price
Range of Common Stock."
--------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 4 IN THE PROSPECTUS FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE
COMMON STOCK OFFERED HEREBY.
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------------
The date of this Prospectus is November 12,1997.
1
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
offices located at Northeast Regional Office, Seven World Trade Center, Suite
1300, New York, New York 10048 and Midwest Regional Office, Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can also be obtained from the Public Reference Section of the
Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission maintains a Web site that contains reports,
proxy and information statements and other materials that are filed through the
Commission's Electronic Data Gathering, Analysis and Retrieval (EDGAR) system.
This Web site can be accessed at http://www.sec.gov. Quotations relating to the
Company's Common Stock appear on the Nasdaq Small-Cap Market, and such reports,
proxy statements and other information concerning the Company can also be
inspected at the offices of the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act with respect to the
shares of Common Stock offered hereby. This Prospectus does not contain all of
the information set forth in the Registration Statement or the exhibits thereto.
As permitted by the rules and regulations of the Commission, this Prospectus
omits certain information contained or incorporated by reference in the
Registration Statement. Statements contained in this Prospectus as to the
contents of any contract or other document filed or incorporated by reference as
an exhibit to the Registration Statement are not necessarily complete, and in
each instance reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement. For further information,
reference is hereby made to the Registration Statement and exhibits thereto,
copies of which may be inspected at the offices of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 or obtained from the Commission at the same
address at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
pursuant to the Exchange Act are incorporated herein by reference:
(1) the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996 (filed on March 31, 1997);
(2) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997 (filed on May 13, 1997);
(3) the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997 (filed on August 13, 1997);
(4) The Company's Current Report on Form 8-K/A filed with the
Commission on January 15, 1997;
(5) The Company's Current Report on Form 8-K filed with the
Commission on February 3, 1997;
(6) The Company's Current Report on Form 8-K filed with the
Commission on April 15, 1997;
(7) The Company's Current Report on Form 8-K and Form 8-K/A filed
with the Commission on February 19, 1997 and April 15, 1997, respectively;
2
<PAGE>
(8) The Company's Current Report on Form 8-K and Form 8-K/A filed
with the Commission on April 2, 1997 and April 21, 1997, respectively;
(9) The Company's Current Report on Form 8-K and Form 8-K/A filed
with the Commission on April 11, 1997 and June 2, 1997, respectively; and
(10) the Company's Registration Statement on Form 8-A filed on May 5,
1995, registering the Company's Common Stock under Section 12(g) of the
Exchange Act.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the termination of the offering shall hereby be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document incorporated or deemed to be incorporated herein by reference, which
statement is also incorporated herein by reference, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. Copies of these documents (excluding exhibits
unless such exhibits are specifically incorporated by reference into the
information incorporated herein) will be provided by first class mail without
charge to each person to whom this Prospectus is delivered, upon written or oral
request by such person to Applied Cellular Technology, Inc., James River
Professional Center, Highway 160 & CC, Suite 5, P.O. Box 2067, Nixa, Missouri
65714; Attention: Kay Langsford, Corporate Controller (telephone: (417)
725-9888.)
No person has been authorized in connection with this offering to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company,
the Selling Shareholders or any other person. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to purchase, any
securities other than those to which it relates, nor does it constitute an offer
to sell or a solicitation of an offer to purchase by any person in any
jurisdiction in which it is unlawful for such person to make such an offer or
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information contained herein is correct as of any time subsequent to the date
hereof or that there has been no change in the affairs of the Company since such
date.
TABLE OF CONTENTS
Available Information ........................... 2
Risk Factors .................................... 4
The Company ..................................... 6
Selling Shareholders ............................ 6
Description Of Capital Stock .................... 7
Plan Of Distribution ............................ 8
Legal Matters ................................... 8
Independent Auditors ............................ 8
3
<PAGE>
RISK FACTORS
In addition to the other information contained herein, the following
factors should be considered carefully in evaluating the Company and its
business before purchasing any of the Common Stock offered hereby.
Uncertainty of Future Financial Results
While the Company has been profitable for the last two fiscal years, future
financial results are uncertain. There can be no assurance that the Company will
continue to be operated in a profitable manner. Profitability depends upon many
factors, including the success of the Company's various marketing programs, the
maintenance or reduction of expense levels and the ability of the Company to
successfully coordinate the efforts of the different segments of its business.
Future Sales of and Market for the Shares
As of November 10, 1997, the Company had 17,715,211 shares of Common Stock
outstanding. Between January 1, 1997 and October 31, 1997, the Company has
issued an aggregate of 11,916,510 shares of common stock, of which 7,545,731
shares were issued in acquisitions, 2,123,500 shares were issued on exercise of
warrants, 1,354,167 shares were issued on conversion of 100,000 shares of the
Company's Preferred Stock, 546,112 shares were issued for services rendered,
175,000 were sold to officers of the Company or its subsidiaries, and 172,000
were issued in private placement transactions.
On October 10, 1997, the Company filed a Registration Statement with the
Commission relating to an aggregate of 8,858,516 shares of Common Stock
previously issued by the Company (a) in various acquisition transactions, (b) in
consideration for services rendered to the Company or (c) on exercise of
warrants previously issued by the Company. Although such registration will allow
the sale of such shares by the holders from time to time, the Company believes
that such holders do not currently intend to sell all or substantially all of
such shares.
Management of the Company anticipates that the Company will continue to
effect acquisitions and contract for certain services primarily through the
issuance of Common Stock or other equity securities of the Company. Such
issuances of additional securities may be viewed as being dilutive of the value
of the Common Stock in certain circumstances and may have an adverse impact on
the market price of the Common Stock.
Risks Associated with Acquisitions and Expansion
The Company has engaged in a continuing program of acquisitions of other
businesses which are considered to be complementary to the lines of business
carried on by the Company, and it is anticipated that such acquisitions will
continue to occur. As of September 30, 1997, the total assets of the Company
were approximately $55 million. As of December 31, 1996, the total assets of the
Company were approximately $33 million, compared to approximately $4 million at
the end of 1995. Net operating revenues for the nine month period ended
September 30, 1997 were approximately $72 million. Net operating revenues for
1996 were approximately $20 million, compared with $2.3 million in 1995 and $0.3
million in 1994. Managing these dramatic changes in the scope of the business of
the Company will present ongoing challenges to management, and there can be no
assurance that the Company's operations as currently structured, or as affected
by future acquisitions, will be successful. The businesses acquired by the
Company may require substantial additional capital, and there can be no
assurance as to the availability of such capital when needed, nor as to the
terms on which such capital might be made available to the Company. It is the
Company's policy to retain existing management of acquired companies and to
allow the new subsidiary to continue to operate in the manner which has resulted
in its success in the past, under the overall supervision of senior management
of the Company. Accordingly, the success of the operations of these subsidiaries
will depend, to a great extent, on the continued efforts of the management of
the acquired companies.
4
<PAGE>
Competition
Each segment of the Company's business is highly competitive, and it is
expected that competitive pressures will continue. Many of the Company's
competitors have far greater financial and other resources than the Company. The
areas which the Company has identified for continued growth and expansion are
also target market segments for some of the largest and most strongly
capitalized companies in the United States. There can be no assurance that the
Company will have the financial, technical, marketing and other resources
required to compete successfully in this environment in the future.
Dependence on Key Individuals
The future success of the Company is highly dependent upon the Company's
ability to attract and retain qualified key employees. The Company is organized
with a small senior management team, with each of its separate operations under
the day-to-day control of local managers. If the Company were to lose the
services of any members of its central management team, the overall operations
of the Company could be adversely affected, and the operations of any of the
individual facilities of the Company could be adversely affected if the services
of the local managers should be unavailable.
Lack of Dividends on Common Stock; Issuance of Preferred Stock
The Company does not have a history of paying dividends on its Common
Stock, and there can be no assurance that such dividends will be paid in the
foreseeable future. The Company intends to use any earnings which may be
generated to finance the growth of the Company's businesses. The Board of
Directors has the right to authorize the issuance of preferred stock, without
further stockholder approval, the holders of which may have preferences as to
payment of dividends.
Potential Conflicts of Interests
Mr. Richard Sullivan, the Chief Executive Officer of the Company, is also
Chairman of Great Bay Technology, Inc. and Managing General Partner of the Bay
Group. Both these companies conduct business with the Company, and receive
compensation from the Company for various services, including assistance in
identifying potential acquisition candidates and in negotiating acquisition
transactions. The relationships among such companies, Mr. Sullivan and the
Company may involve conflicts of interest.
Possible Volatility of Stock Price
The Common Stock is quoted on the Nasdaq Small-Cap Market, which stock
market has experienced and is likely to experience in the future significant
price and volume fluctuations which could adversely affect the market price of
the Common Stock without regard to the operating performance of the Company. In
addition, the Company believes that factors such as the significant changes to
the business of the Company resulting from continued acquisitions and
expansions, quarterly fluctuations in the financial results of the Company,
shortfalls in earnings or sales below analyst expectations, changes in the
performance of other companies in the same market sectors as the Company and the
performance of the overall economy and the financial markets could cause the
price of the Common Stock to fluctuate substantially.
Forward-Looking Statements and Associated Risk
This Prospectus, including the information incorporated herein by
reference, contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements regarding, among
other items, (i) the Company's growth strategies, (ii) anticipated trends in the
Company's business and demographics and (iii) the Company's ability to
successfully integrate the business operations of recently acquired companies.
These forward-looking statements are based largely on the Company's expectations
and are subject to a number of risks and uncertainties, certain of which are
beyond the Company's control. Actual results could differ materially from these
forward-looking statements as a result of the factors described in "Risk
Factors," including, among others, regulatory,
5
<PAGE>
competitive or other economic influences. In light of these risks and
uncertainties, there can be no assurance that the forward-looking information
contained in this Prospectus will be accurate.
THE COMPANY
The Company is a diversified technology company, operating predominantly in
three industry segments, as follows:
The services group (formerly the retail group) installs, sells, services
and supports cellular phone and other wireless services, business telephone
systems, voice mail and interactive voice response systems, commercial long
distance and local telephone services, residential long distance telephone
services, digital satellite television services to business and consumer
end-users, and computer systems, offering custom and custom-tailored software
and hardware systems for manufacturers, wholesales, distributors and field sales
and service organizations, and construction and installation of microwave
cellular and digital PCS towers.
The computer group provides leasing, remarketing, parts-on-demand,
consulting and business continuity services for mainframe, midrange and PC
systems to industrial, commercial and retail organizations.
The manufacturing group manufactures customized analog and digital and
off-the-shelf industrial temperature controls and custom analog and digital
electrical products, and satellite dish positioning systems.
The largest part of the Company's current operations are the result of
acquisitions completed during the last two years. During 1995, the net operating
revenues of the Company were $2.34 million. For 1996, net operating revenues
were $19.76 million, of which almost $14 million was from the Company's services
segment. Since January 1, 1997, the Company has completed 12 additional
acquisitions, of companies whose aggregate net revenues for the nine months
ended September 30, 1997 were approximately $42 million.
The principal office of the Company is located at Highway 160 and CC, Suite
5, Nixa, Missouri 65714, phone 417-725-9888. Satellite corporate offices are
located in Amherst, New Hampshire, Cambridge, Massachusetts and St. Louis,
Missouri.
Each operating business is conducted through a separate subsidiary company
directed by its own management team, and each subsidiary company has its own
marketing and operations support personnel. Each management team reports to the
President, who is responsible for overall corporate control and coordination, as
well as financial planning. The Chairman is responsible for the overall business
and strategic planning of the Company.
SELLING SHAREHOLDERS
The Shares are being sold by Richard J. Sullivan, the Chairman of the Board
and Chief Executive Officer of the Company, and by Garrett A. Sullivan, the
President and Chief Operating Officer of the Company (the "Selling
Shareholders"). The Shares are being acquired by the Selling Shareholders on
exercise of stock options issued to them under the Company's 1996 Non-Qualified
Stock Option Plan in consideration for services rendered to the Company. The
exercise price under each such option is $4.25 per share. Accordingly, the
Company will receive aggregate proceeds of $2,762,500 as a result of the
exercise of such options. The Company will not directly receive any of the
proceeds of the sale of the Shares hereunder.
The information presented below concerning percentages owned prior to and
after the offering reflects all of the then outstanding common shares. The
amount and percentage owned after the offering assumes the sale of all of the
Shares being registered on behalf of the Selling Shareholders.
6
<PAGE>
<TABLE>
Ownership After
<CAPTION>
Ownership Prior to the Number of Shares the Offering if
Selling Shareholder Offering Offered Hereby all Shares are
Sold
- --------------------------------------------- -------------------------- -------------------- -------------------
Shares % Shares %
<S> <C> <C> <C> <C> <C>
Richard J. Sullivan 3,243,374 (1) 18.3% 500,000 2,743,374 15.5%
Garrett A. Sullivan 550,000 (2) 3.1% 150,000 400,000 2.3%
-------
Total .............................. 650,000
<FN>
(1) Includes 457,000 shares of Common Stock and 850,000 warrants to acquire
Common Stock owned by Great Bay Technology, Inc., 193,265 shares of Common
Stock owned by The Bay Group, and options to acquire 1,190,000 shares of
common stock, 630,000 of which are currently exercisable, and 560,000 of
which are not currently exercisable. Great Bay Technology, Inc. and The Bay
Group are controlled by Richard J. Sullivan and Angela M. Sullivan.
(2) Includes 200,000 warrants to acquire Common Stock and 200,000
options which are not currently exercisable.
</FN>
</TABLE>
DESCRIPTION OF CAPITAL STOCK
The Company's Certificate of Incorporation authorizes the issuance of up to
40,000,000 shares of Common Stock, and up to 5,000,000 shares of preferred stock
(the "Preferred Stock"). The Preferred Stock may be issued from time to time and
on such terms as are specified by the Company's Board of Directors, without
further authorization from the shareholders of the Company.
As of November 10, 1997, there were outstanding 17,715,211 shares of Common
Stock and 9,000 shares of Preferred Stock, par value $10 per share, redemption
value $100 per share.
As of November 10, 1997, (i) there were outstanding warrants to purchase
2,728,229 shares of Common Stock at a weighted average exercise price of $5.42
per share, and (ii) options held by employees of the Company to purchase
3,566,100 shares of Common Stock at a weighted average exercise price of $4.47
per share (including options held by the Selling Shareholders which are being
exercised to acquire the Shares offered hereby). All of the warrants are
currently exercisable. Of the outstanding options, 1,355,000 are now exercisable
and the rest become exercisable at various times over the next three years.
The Company's Common Stock trades on the Nasdaq Small-Cap Market under the
symbol "ACTC." The following table sets forth the high and low sale prices of
the Common Stock as reported by the Nasdaq Small-Cap Market for each of the
quarters since the Common Stock began trading on the Nasdaq Small-Cap Market in
August 1995.
High Low
1995
Third Quarter............. 9 7-1/8
Fourth Quarter............ 7-1/2 3-5/8
1996
First Quarter............. 6-7/8 2-3/4
Second Quarter............ 9-1/8 4
Third Quarter............. 7-7/8 3-3/4
Fourth Quarter............ 7-7/8 4-1/2
7
<PAGE>
1997
First Quarter............. 5-7/8 4
Second Quarter............ 4-3/8 2-5/8
Third Quarter............. 8-3/4 3-1/16
Fourth Quarter (through
November 10)........... 9-3/4 5-5/8
On November 10, 1997, the last reported sale price of the Common Stock on
the Nasdaq Small-Cap Market was $8.25. As of November 10, 1997, there were
approximately 1,120 shareholders of record of the Common Stock.
PLAN OF DISTRIBUTION
The Selling Shareholders plan to sell the Shares in one or more
transactions (which may include "block transactions") on the Nasdaq Small-Cap
Market, in the over-the-counter market, in negotiated transactions or in a
combination of such methods of sales, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholders intend to effect such transactions through
Attkisson, Carter & Akers, Atlanta, Georgia, and may also effect such
transactions by selling the Shares directly to purchasers, or may sell to or
through other agents, dealers or underwriters designated from time to time The
Selling Shareholders and any agents, dealers or underwriters that act in
connection with the sale of the Shares might be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, and any discount or
commission received by them and any profit on the resale of the Shares as
principal might be deemed to be underwriting discounts or commissions under the
Securities Act.
In connection with the issuance of the Shares to the Selling Shareholders
on exercise of stock options held by them, the Company will receive aggregate
cash proceeds of $2,762,500. However, the Company will not directly receive any
proceeds from the sale of the Shares hereunder and will bear the costs relating
to the preparation and filing of this Prospectus (other than any fees and
expenses of counsel for the Selling Shareholders). Any commissions, discounts or
other fees payable to a broker, dealer, underwriter, agent or market maker in
connection with the sale of any of the Shares will be borne by the Selling
Shareholders.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock offered hereby have
been passed upon for the Company by Bryan Cave LLP, St. Louis, Missouri.
INDEPENDENT AUDITORS
The consolidated financial statements of the Company as of December 31,
1996 and 1995, and for each of the years in the three-year period ended December
31, 1996, have been audited by Rubin, Brown, Gornstein & Co. LLP, independent
public accountants, as indicated in their report with respect thereto, and are
included in the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996, and are incorporated herein by reference, in reliance upon
the authority of such firm as experts in accounting and auditing in giving said
reports.
8
<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 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of St. Louis, State of
Missouri, on November 12, 1997.
APPLIED CELLULAR TECHNOLOGY, INC.
By: /s/ David A Loppert
------------------------
David A. Loppert, Vice President,
Treasurer and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
------------------------------------------------------------
Chairman of the Board of Directors,
Chief Executive Officer and
Secretary(Principal Executive
RICHARD J. SULLIVAN * Officer) November 12, 1997
- -------------------------
(Richard J. Sullivan)
President and Director (Principal
Operating Officer) November 12, 1997
GARRETT A. SULLIVAN*
- -------------------------
(Garrett A. Sullivan)
Vice President, Treasurer and Chief
Financial Officer (Principal
Accounting Officer) November 12, 1997
DAVID A. LOPPERT*
- -------------------------
( David A. Loppert)
Director November 12, 1997
ANGELA M. SULLIVAN *
- -------------------------
(Angela M. Sullivan)
Director November 12, 1997
DANIEL E. PENNI *
- -------------------------
(Daniel E. Penni.)
Director November 12, 1997
ARTHUR F. NOTERMAN*
- -------------------------
(Arthur F. Noterman)
*By: /s/ David A Loppert
--------------------------
David A Loppert
Attorney-in-fact
II-1
