As filed with the Securities and Exchange Commission on September 13, 1996
Registration No. 33-89868
================================================================================
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
----------------------
VIASOFT, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 94-2892506
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3033 North 44th Street
Phoenix, Arizona 85018
- --------------------------------------------------------------------------------
(Address, including Zip Code, and telephone number, including area code,
of Registrant's Principal Executive Offices,)
VIASOFT, Inc. 1994 Equity Incentive Plan
- --------------------------------------------------------------------------------
(Full title of the plan)
Steven D. Whiteman, President
VIASOFT, Inc.
3033 North 44th Street
Phoenix, Arizona 85018
(602) 952-0050
- --------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code
of agent for service)
The contents of the Form S-8 Registration Statement Under the Securities Act of
1933 for the VIASOFT, Inc. 1994 Equity Incentive Plan, Registration No.
33-89868, as filed with the Securities and Exchange Commission on March 1, 1995,
are incorporated herein by reference.
- --------------------------------------------------------------------------------
This Post-Effective Amendment No. 1 is filed pursuant to Rule 416(b) under the
Securities Act of 1933 to register 700,000 additional shares issuable under the
1994 Equity Incentive Plan as a result of a two-for-one stock split of Common
Stock, $0.001 par value, of the Registrant, to be distributed in the form of a
stock dividend on or about September 13, 1996, to holders of record on August
30, 1996. Pursuant to Rule 416, no additional registration fee is required.
- --------------------------------------------------------------------------------
In addition, pursuant to Rule 416(a) under the Securities Act of 1933,
Registrant's Form S-8 Registration Statement No. 33-89868, as amended, shall be
deemed to register any additional securities to be offered or issued to prevent
dilution resulting from future stock splits, stock dividends or similar
transactions.
Page 1 of 18
Exhibit Index on Page 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
Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Phoenix, and the State of Arizona, on
September 11, 1996.
VIASOFT, Inc.
By: /s/ Steven D. Whiteman
-------------------------------------------
Steven D. Whiteman
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Steven D. Whiteman Chief Executive Officer; September 11, 1996
- --------------------------------------------- Chief Financial and
Steven D. Whiteman Accounting Officer;
Director
/s/ Michael A. Wolf Director September 11, 1996
- ---------------------------------------------
Michael A. Wolf
*/s/ John J. Barry III Director September 11, 1996
- ---------------------------------------------
John J. Barry III
*/s/ A. LeRoy Ellison Director September 11, 1996
- ---------------------------------------------
A. LeRoy Ellison
*/s/ Robert C. Kagle Director September 11, 1996
- ---------------------------------------------
Robert C. Kagle
*/s/ Alexander S. Kuli Director September 11, 1996
- ---------------------------------------------
Alexander S. Kuli
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*/s/ J. David Parrish Director September 11, 1996
- ---------------------------------------------
J. David Parrish
*/s/ Arthur C. Patterson Director September 11, 1996
- ---------------------------------------------
Arthur C. Patterson
</TABLE>
*By /s/ Steven D. Whiteman
--------------------------
Steven D. Whiteman
Attorney-in-Fact
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page or
Number Description Method of Filing
------ ----------- ----------------
<S> <C> <C>
5 Form of opinion rendered by Osborn Maledon, P.A., Page 5
counsel for the Registrant (including consent)
23.1 Consent of Independent Public Accountants Page 6
23.2 Consent of Counsel See Exhibit 5
24.1 Power of Attorney of John J. Barry III Page 7
24.2 Power of Attorney of A. LeRoy Ellison Page 9
24.3 Power of Attorney of Robert C. Kagle Page 11
24.4 Power of Attorney of Alexander S. Kuli Page 13
24.5 Power of Attorney of J. David Parrish Page 15
24.6 Power of Attorney of Arthur C. Patterson Page 17
4
</TABLE>
September 6, 1996
VIASOFT, INC.
3033 North 44th Street
Phoenix, AZ 85018
Re: Post-Effective Amendment No. 1
to Form S-8 Registration Statement for
VIASOFT, Inc.'s 1994 Equity Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to VIASOFT, Inc., a Delaware corporation (the
"Company"), in connection with its Post-Effective Amendment No. 1 (the
"Post-Effective Amendment No. 1") to Registration Statement on Form S-8 (No.
33-89868) filed under the Securities Act of 1933, relating to the registration
of 700,000 additional shares of its Common Stock, $.001 par value (the
"Shares"), issuable under the 1994 Equity Incentive Plan as a result of a
two-for-one stock split of the Company's Common Stock. In connection with this
representation, we have examined such documents, corporate records and other
instruments as we have deemed necessary or appropriate for purposes of this
opinion.
Based upon the foregoing, we are of the opinion that the Shares, when
issued and sold in accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment No. 1.
Very truly yours,
OSBORN MALEDON, P.A.
By: /s/ William M. Hardin
----------------------------------
William M. Hardin
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Post-Effective Amendment No. 1 to the registration statement
(No. 33-89868), of our report dated August 3, 1995 included in VIASOFT, Inc.'s
Form 10-K for the year ended June 30, 1995 and to all references to our firm
included in the registration statement.
ARTHUR ANDERSEN LLP
Phoenix, Arizona
September 11, 1996
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Steven D. Whiteman, Michael A. Wolf, and Catherine R. Hardwick, and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to do any and all acts and things and to execute any and
all documents which said attorney-in-fact and agent may deem necessary or
advisable to enable VIASOFT, Inc., a Delaware corporation (the "Corporation"),
(1) to sign a Post-Effective Amendment No. 1 to Form S-8 Registration Statement
No. 33-89870 in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of 200,000 additional shares of Common Stock
issuable under the Employee Stock Purchase Plan as a result of a two-for-one
stock split together with any and all future amendments (and post-effective
amendments) to such registration statement; (2) to sign a Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 33-89868 in connection
with the registration under the Act of 700,000 additional shares of Common Stock
issuable under the 1994 Equity Incentive Plan as a result of a two-for-one stock
split together with any and all future amendments (and post-effective
amendments) to such registration statement (all of the shares to be issued
pursuant to the registration statements authorized in paragraphs (1) and (2)
shall be collectively referred to herein as the "Shares" and each of the
registration statements referred to in paragraphs (1) and (2) shall be
collectively referred to herein as the "Registration Statements"); (3) to file
the Registration Statements with all exhibits thereto, and all documents in
connection therewith, and to comply with the Act and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof; (4)
to effect the exemption from or, if necessary, the registration or qualification
of all or part of the Shares for offer and sale under the securities or Blue Sky
laws and to effect, if necessary, the registration of the Corporation as a
dealer or broker in any such state or states wherein such registration or
qualification is required or advisable for the purpose of offering or selling
therein the Shares, and to execute and file such irrevocable written consents to
service of process on the part of the undersigned to be used in such state or
states as may be requisite under the securities or Blue Sky laws therein in
connection with said exemption from or, if necessary, the registration or
qualification of the Shares or in connection with said registration of the
Corporation as a dealer or broker, and to appoint the appropriate entity or
state official agent of the undersigned for the purpose of receiving and
accepting process; and (5) to effect the listing of the Shares on the Nasdaq
National Market System or any national securities exchanges; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents in
the capacity indicated on this 6th day of September, 1996.
[SIGNATURES ON FOLLOWING PAGE]
<PAGE>
/s/ John J. Barry III
---------------------------
Director (Signature)
John J. Barry III
---------------------------
Director (Print Name)
Witness: /s/ Patricia F. Wonderley
----------------------------
STATE OF TEXAS )
---------------------------
) ss.
County of Harris )
--------------------------
On this 6th day of September, 1996, before me, the undersigned Notary
Public, personally appeared John J. Barry III, known to me to be the person
whose name is subscribed to the within instrument and acknowledged that he
executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Gwen F. McCreary
--------------------------
Notary Public
My commission expires:
April 1, 1997
- ------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Steven D. Whiteman, Michael A. Wolf, and Catherine R. Hardwick, and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to do any and all acts and things and to execute any and
all documents which said attorney-in-fact and agent may deem necessary or
advisable to enable VIASOFT, Inc., a Delaware corporation (the "Corporation"),
(1) to sign a Post-Effective Amendment No. 1 to Form S-8 Registration Statement
No. 33-89870 in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of 200,000 additional shares of Common Stock
issuable under the Employee Stock Purchase Plan as a result of a two-for-one
stock split together with any and all future amendments (and post-effective
amendments) to such registration statement; (2) to sign a Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 33-89868 in connection
with the registration under the Act of 700,000 additional shares of Common Stock
issuable under the 1994 Equity Incentive Plan as a result of a two-for-one stock
split together with any and all future amendments (and post-effective
amendments) to such registration statement (all of the shares to be issued
pursuant to the registration statements authorized in paragraphs (1) and (2)
shall be collectively referred to herein as the "Shares" and each of the
registration statements referred to in paragraphs (1) and (2) shall be
collectively referred to herein as the "Registration Statements"); (3) to file
the Registration Statements with all exhibits thereto, and all documents in
connection therewith, and to comply with the Act and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof; (4)
to effect the exemption from or, if necessary, the registration or qualification
of all or part of the Shares for offer and sale under the securities or Blue Sky
laws and to effect, if necessary, the registration of the Corporation as a
dealer or broker in any such state or states wherein such registration or
qualification is required or advisable for the purpose of offering or selling
therein the Shares, and to execute and file such irrevocable written consents to
service of process on the part of the undersigned to be used in such state or
states as may be requisite under the securities or Blue Sky laws therein in
connection with said exemption from or, if necessary, the registration or
qualification of the Shares or in connection with said registration of the
Corporation as a dealer or broker, and to appoint the appropriate entity or
state official agent of the undersigned for the purpose of receiving and
accepting process; and (5) to effect the listing of the Shares on the Nasdaq
National Market System or any national securities exchanges; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents in
the capacity indicated on this 6th day of September, 1996.
[SIGNATURES ON FOLLOWING PAGE]
<PAGE>
/s/ A. LeRoy Ellison
---------------------------
Director (Signature)
A. LeRoy Ellison
---------------------------
Director (Print Name)
Witness: /s/ D. E. Rosner
-------------------
STATE OF COLORADO )
------------------
) ss.
County of Archuleta )
-----------------
On this 6th day of September, 1996, before me, the undersigned Notary
Public, personally appeared A. LeRoy Ellison, known to me to be the person whose
name is subscribed to the within instrument and acknowledged that he executed
the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Barbara J. Rosner
---------------------------
Notary Public
My commission expires:
August 5, 1997
- ----------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Steven D. Whiteman, Michael A. Wolf, and Catherine R. Hardwick, and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to do any and all acts and things and to execute any and
all documents which said attorney-in-fact and agent may deem necessary or
advisable to enable VIASOFT, Inc., a Delaware corporation (the "Corporation"),
(1) to sign a Post-Effective Amendment No. 1 to Form S-8 Registration Statement
No. 33-89870 in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of 200,000 additional shares of Common Stock
issuable under the Employee Stock Purchase Plan as a result of a two-for-one
stock split together with any and all future amendments (and post-effective
amendments) to such registration statement; (2) to sign a Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 33-89868 in connection
with the registration under the Act of 700,000 additional shares of Common Stock
issuable under the 1994 Equity Incentive Plan as a result of a two-for-one stock
split together with any and all future amendments (and post-effective
amendments) to such registration statement (all of the shares to be issued
pursuant to the registration statements authorized in paragraphs (1) and (2)
shall be collectively referred to herein as the "Shares" and each of the
registration statements referred to in paragraphs (1) and (2) shall be
collectively referred to herein as the "Registration Statements"); (3) to file
the Registration Statements with all exhibits thereto, and all documents in
connection therewith, and to comply with the Act and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof; (4)
to effect the exemption from or, if necessary, the registration or qualification
of all or part of the Shares for offer and sale under the securities or Blue Sky
laws and to effect, if necessary, the registration of the Corporation as a
dealer or broker in any such state or states wherein such registration or
qualification is required or advisable for the purpose of offering or selling
therein the Shares, and to execute and file such irrevocable written consents to
service of process on the part of the undersigned to be used in such state or
states as may be requisite under the securities or Blue Sky laws therein in
connection with said exemption from or, if necessary, the registration or
qualification of the Shares or in connection with said registration of the
Corporation as a dealer or broker, and to appoint the appropriate entity or
state official agent of the undersigned for the purpose of receiving and
accepting process; and (5) to effect the listing of the Shares on the Nasdaq
National Market System or any national securities exchanges; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents in
the capacity indicated on this 5th day of September, 1996.
[SIGNATURES ON FOLLOWING PAGE]
<PAGE>
/s/ Robert C. Kagle
---------------------------
Director (Signature)
Robert C. Kagle
---------------------------
Director (Print Name)
Witness: /s/ Susan L. Dooley
---------------------
STATE OF CALIFORNIA )
---------------------------
) ss.
County of San Mateo )
--------------------------
On this 5th day of September, 1996, before me, the undersigned Notary
Public, personally appeared Robert C. Kagle, known to me to be the person whose
name is subscribed to the within instrument and acknowledged that he executed
the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Marissa E. Matusich
---------------------------
Notary Public
My commission expires:
August 8, 1997
- -----------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Steven D. Whiteman, Michael A. Wolf, and Catherine R. Hardwick, and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to do any and all acts and things and to execute any and
all documents which said attorney-in-fact and agent may deem necessary or
advisable to enable VIASOFT, Inc., a Delaware corporation (the "Corporation"),
(1) to sign a Post-Effective Amendment No. 1 to Form S-8 Registration Statement
No. 33-89870 in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of 200,000 additional shares of Common Stock
issuable under the Employee Stock Purchase Plan as a result of a two-for-one
stock split together with any and all future amendments (and post-effective
amendments) to such registration statement; (2) to sign a Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 33-89868 in connection
with the registration under the Act of 700,000 additional shares of Common Stock
issuable under the 1994 Equity Incentive Plan as a result of a two-for-one stock
split together with any and all future amendments (and post-effective
amendments) to such registration statement (all of the shares to be issued
pursuant to the registration statements authorized in paragraphs (1) and (2)
shall be collectively referred to herein as the "Shares" and each of the
registration statements referred to in paragraphs (1) and (2) shall be
collectively referred to herein as the "Registration Statements"); (3) to file
the Registration Statements with all exhibits thereto, and all documents in
connection therewith, and to comply with the Act and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof; (4)
to effect the exemption from or, if necessary, the registration or qualification
of all or part of the Shares for offer and sale under the securities or Blue Sky
laws and to effect, if necessary, the registration of the Corporation as a
dealer or broker in any such state or states wherein such registration or
qualification is required or advisable for the purpose of offering or selling
therein the Shares, and to execute and file such irrevocable written consents to
service of process on the part of the undersigned to be used in such state or
states as may be requisite under the securities or Blue Sky laws therein in
connection with said exemption from or, if necessary, the registration or
qualification of the Shares or in connection with said registration of the
Corporation as a dealer or broker, and to appoint the appropriate entity or
state official agent of the undersigned for the purpose of receiving and
accepting process; and (5) to effect the listing of the Shares on the Nasdaq
National Market System or any national securities exchanges; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents in
the capacity indicated on this 9th day of September, 1996.
[SIGNATURES ON FOLLOWING PAGE]
<PAGE>
/s/ Alexander S. Kuli
---------------------------
Director (Signature)
Alexander S. Kuli
---------------------------
Director (Print Name)
Witness: /s/ Sue Schenek
-------------------
STATE OF TEXAS )
---------------------------
) ss.
County of Travis )
--------------------------
On this 9th day of September, 1996, before me, the undersigned Notary
Public, personally appeared Alexander S. Kuli, known to me to be the person
whose name is subscribed to the within instrument and acknowledged that he
executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Linda G. Hamann
---------------------------
Notary Public
My commission expires:
December 20, 1999
- ----------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Steven D. Whiteman, Michael A. Wolf, and Catherine R. Hardwick, and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to do any and all acts and things and to execute any and
all documents which said attorney-in-fact and agent may deem necessary or
advisable to enable VIASOFT, Inc., a Delaware corporation (the "Corporation"),
(1) to sign a Post-Effective Amendment No. 1 to Form S-8 Registration Statement
No. 33-89870 in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of 200,000 additional shares of Common Stock
issuable under the Employee Stock Purchase Plan as a result of a two-for-one
stock split together with any and all future amendments (and post-effective
amendments) to such registration statement; (2) to sign a Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 33-89868 in connection
with the registration under the Act of 700,000 additional shares of Common Stock
issuable under the 1994 Equity Incentive Plan as a result of a two-for-one stock
split together with any and all future amendments (and post-effective
amendments) to such registration statement (all of the shares to be issued
pursuant to the registration statements authorized in paragraphs (1) and (2)
shall be collectively referred to herein as the "Shares" and each of the
registration statements referred to in paragraphs (1) and (2) shall be
collectively referred to herein as the "Registration Statements"); (3) to file
the Registration Statements with all exhibits thereto, and all documents in
connection therewith, and to comply with the Act and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof; (4)
to effect the exemption from or, if necessary, the registration or qualification
of all or part of the Shares for offer and sale under the securities or Blue Sky
laws and to effect, if necessary, the registration of the Corporation as a
dealer or broker in any such state or states wherein such registration or
qualification is required or advisable for the purpose of offering or selling
therein the Shares, and to execute and file such irrevocable written consents to
service of process on the part of the undersigned to be used in such state or
states as may be requisite under the securities or Blue Sky laws therein in
connection with said exemption from or, if necessary, the registration or
qualification of the Shares or in connection with said registration of the
Corporation as a dealer or broker, and to appoint the appropriate entity or
state official agent of the undersigned for the purpose of receiving and
accepting process; and (5) to effect the listing of the Shares on the Nasdaq
National Market System or any national securities exchanges; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents in
the capacity indicated on this 6th day of September, 1996.
[SIGNATURES ON FOLLOWING PAGE]
<PAGE>
/s/ J. David Parrish
-------------------------------
Director (Signature)
J. David Parrish
-------------------------------
Director (Print Name)
Witness: /s/ Pamela A. Carroll
-----------------------
STATE OF CALIFORNIA )
---------------------------
) ss.
County of San Francisco )
--------------------------
On this 6th day of September, 1996, before me, the undersigned Notary
Public, personally appeared J. David Parrish, known to me to be the person whose
name is subscribed to the within instrument and acknowledged that he executed
the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Pamela A. Carroll
-----------------------
Notary Public
My commission expires:
December 3, 1999
- -----------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Steven D. Whiteman, Michael A. Wolf, and Catherine R. Hardwick, and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to do any and all acts and things and to execute any and
all documents which said attorney-in-fact and agent may deem necessary or
advisable to enable VIASOFT, Inc., a Delaware corporation (the "Corporation"),
(1) to sign a Post-Effective Amendment No. 1 to Form S-8 Registration Statement
No. 33-89870 in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of 200,000 additional shares of Common Stock
issuable under the Employee Stock Purchase Plan as a result of a two-for-one
stock split together with any and all future amendments (and post-effective
amendments) to such registration statement; (2) to sign a Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 33-89868 in connection
with the registration under the Act of 700,000 additional shares of Common Stock
issuable under the 1994 Equity Incentive Plan as a result of a two-for-one stock
split together with any and all future amendments (and post-effective
amendments) to such registration statement (all of the shares to be issued
pursuant to the registration statements authorized in paragraphs (1) and (2)
shall be collectively referred to herein as the "Shares" and each of the
registration statements referred to in paragraphs (1) and (2) shall be
collectively referred to herein as the "Registration Statements"); (3) to file
the Registration Statements with all exhibits thereto, and all documents in
connection therewith, and to comply with the Act and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof; (4)
to effect the exemption from or, if necessary, the registration or qualification
of all or part of the Shares for offer and sale under the securities or Blue Sky
laws and to effect, if necessary, the registration of the Corporation as a
dealer or broker in any such state or states wherein such registration or
qualification is required or advisable for the purpose of offering or selling
therein the Shares, and to execute and file such irrevocable written consents to
service of process on the part of the undersigned to be used in such state or
states as may be requisite under the securities or Blue Sky laws therein in
connection with said exemption from or, if necessary, the registration or
qualification of the Shares or in connection with said registration of the
Corporation as a dealer or broker, and to appoint the appropriate entity or
state official agent of the undersigned for the purpose of receiving and
accepting process; and (5) to effect the listing of the Shares on the Nasdaq
National Market System or any national securities exchanges; and the undersigned
does hereby ratify and confirm all that said attorney and agent shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents in
the capacity indicated on this 5th day of September, 1996.
[SIGNATURES ON FOLLOWING PAGE]
<PAGE>
/s/ Arthur C. Patterson
------------------------------
Director (Signature)
Arthur C. Patterson
------------------------------
Director (Print Name)
Witness: /s/ Judith Maurer
----------------------
STATE OF CALIFORNIA )
---------------------------
) ss.
County of San Francisco )
--------------------------
On this 5th day of September, 1996, before me, the undersigned Notary
Public, personally appeared Arthur C. Patterson, known to me to be the person
whose name is subscribed to the within instrument and acknowledged that he
executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Judith Maurer
---------------------------
Notary Public
My commission expires:
August 2, 1999
- ----------------------
