As filed with the Securities and Exchange Commission on February 10, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
Global DirectMail Corp
(Exact Name of issuer as specified in its charter)
Delaware 11-3262067
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
22 Harbor Park Drive
Port Washington, New York 11050
(516) 625-1555
(Address of principal executive offices)
__________________
Global DirectMail Corp
1995 Stock Plan for Non-Employee Directors
(Full title of the Plan)
__________________
Curt S. Rush, Esq.
Secretary and General Counsel
Global DirectMail Corp
22 Harbor Park Drive
Port Washington, New York 11050
(Name and address of agent for service)
Telephone number, including area code, of agent for
service: (516) 625-1555
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered* Share** Price** Fee
Common Stock (par value 100,000 shares 31.4375 3,143,750 $1,084.05
$.01 per share).....
</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
** Estimated pursuant to Rule 457 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 sale prices of
the securities being registered hereby on the Composite Tape on
February 7, 1997.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Global DirectMail Corp (the "Company") hereby incorporates
herein by reference the following documents:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995;
(2) All reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1995;
(3) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A dated June 1, 1995, filed
under the Exchange Act, including any amendment thereto or report filed for
the purpose of updating such description; and
(4) 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.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the Delaware General Corporation Law (the
"DGCL") enables a corporation in its original certificate of incorporation or
an amendment thereto to eliminate or limit the personal liability of a
director for violations of the director's fiduciary duty, except (i) for any
breach of the director's duty of loyalty to the corporation 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 DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions) or (iv) for
any transaction from which a director derived an improper personal benefit.
The Company has adopted an amendment to its Certificate of Incorporation,
which eliminates the liability of directors to the extent permitted by Section
102(b)(7) of the DGCL.
Section 145 of the DGCL provides that a corporation may indemnify
directors and officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or
in the right of the corporation (a "derivative action") if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred
in connection with defense or settlement of such action, and the statute
requires court approval before there can be any indemnification where the
person seeking indemnification has been found liable to the corporation. The
statute provides that it is not exclusive of other indemnification that may be
granted by a corporation's charter, by-laws, disinterested director vote,
stockholder vote, agreement or otherwise. Article Ninth of the Restated
Certificate of Incorporation of the Company provides for indemnification of
its directors and officers to the fullest extent permitted by Delaware law.
In addition, the Company maintains a directors' and officers'
liability insurance policy.
EXHIBITS
The following is a complete list of exhibits filed as part of
this Registration Statement:
Exhibit
No.
- -------
4(a) Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Registration Statement on
Form S-1 (No. 33-92052) filed with the Securities and
Exchange Commission on May 9, 1995 (the "Form S-1")
4(b) By-Laws of the Company (incorporated by reference to Exhibit
3.2 to the Form S-1)
4(c) 1995 Stock Plan for Non-Employee Directors
5 Opinion of Davis Polk & Wardwell
23(a) Consent of Deloitte & Touche
23(b) Consent of Davis Polk & Wardwell (included in Exhibit 5)
24 Powers of Attorney
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 by 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.
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 Port Washington, State of New York,
on the 7th day of February, 1997.
GLOBAL DIRECTMAIL CORP
By /s/ Richard Leeds
---------------------
Richard Leeds
Chairman of the Board and
Chief Executive Officer
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.
Signature Title Date
- --------- ----- ----
/s/ Richard Leeds Chairman and Chief Executive February 7, 1997
_________________ Officer
(Richard Leeds) (Principal Executive Officer)
Bruce Leeds* Vice Chairman and President February 7, 1997
_________________ of International Operations
(Bruce Leeds)
Robert Leeds* Vice Chairman and President February 7, 1997
_________________ of Domestic Operations
(Robert Leeds)
Robert Dooley* Director and Senior Vice February 7, 1997
_________________ President - Worldwide
(Robert Dooley) Computer Sales and
Marketing
Leslie Biggs* Commercial and Financial February 7, 1997
_________________ Director of European
(Leslie Biggs) Operations
Kenneth J. Hall* Chief Financial Officer February 7, 1997
_________________ (Principal Financial Officer)
Howard Kohos* Corporate Controller February 7, 1997
_________________ Principal Accounting Officer)
(Howard Kohos)
Curt S. Rush* Secretary and General Counsel February 7, 1997
_________________
(Curt S. Rush)
Robert D. Rosenthal* Director February 7, 1997
_________________
(Robert D. Rosenthal)
Stacy S. Dick* Director February 7, 1997
_________________
(Stacy S. Dick)
* By /s/ Richard Leeds
--------------------
Richard Leeds,
Attorney-in-Fact
INDEX TO EXHIBITS
The following is a complete list of exhibits filed as part of this
Registration Statement:
Sequentially
Exhibit Numbered
Number Exhibit Page
------- ------- ------------
4(a) Certificate of Incorporation of the
Company (incorporated by reference
to Exhibit 3.1 to the Registration
Statement on Form S-1 (No. 33-92052)
filed with the Securities and Exchange
Commission on May 9, 1995 (the "Form S-1")
4(b) By-Laws of the Company (incorporated by
reference to Exhibit 3.2 to the Form S-1)
4(c) 1995 Stock Plan for Non-Employee Directors
5 Opinion of Davis Polk & Wardwell
23(a) Consent of Deloitte & Touche
23(b) Consent of Davis Polk & Wardwell
(included in Exhibit 5)
24 Powers of Attorney
EXHIBIT 4(c)
GLOBAL DIRECTMAIL CORP
1995 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purpose
The purpose of the Global DirectMail Corp 1995 Stock Plan for
Non-Employee Directors (the "Plan") is to promote the interests of Global
DirectMail Corp (the "Company") and its stockholders by increasing the
proprietary interest of non-employee directors in the growth and performance
of the Company by granting such directors options to purchase shares of Common
Stock, par value $0.01 per share (the "Shares") of the Company.
2. Administration
The Plan shall be administered by the Company's Board of Directors
(the "Board"). Subject to the provisions of the Plan, the Board shall be
authorized to interpret the Plan, to establish, amend, and rescind any rules
and regulations relating to the Plan and to make all other determinations
necessary or advisable for the administration of the Plan; provided, however,
that the Board shall have no discretion with respect to the selection of
directors to receive options, the number of Shares subject to any such
options, the purchase price thereunder or the timing of grants of options
under the Plan. The determinations of the Board in the administration of the
Plan, as described herein, shall be final and conclusive. The Secretary of
the Company shall be authorized to implement the Plan in accordance with its
terms and to take such actions of a ministerial nature as shall be necessary
to effectuate the intent and purposes thereof. The validity, construction and
effect of the Plan and any rules and regulations relating to the Plan shall be
determined in accordance with the laws of the State of Delaware.
3. Eligibility
The class of individuals eligible to receive grants of options under
the Plan shall be directors of the Company who are not employees of the
Company or its affiliates ("Eligible Directors"). Any holder of an option
granted hereunder shall hereinafter be referred to as a "Participant".
4. Shares Subject to the Plan
Subject to adjustment as provided in Section 6, an aggregate of
100,000 Shares shall be available for issuance under the Plan. The Shares
deliverable upon the exercise of options may be made available from authorized
but unissued Shares or treasury Shares. If any option granted under the Plan
shall terminate for any reason without having been exercised, or without
delivery of Shares in connection with such termination, the Shares subject to,
but not delivered under, such option shall be available for issuance under the
Plan.
5. Grant, Terms and Conditions of Options
(a) Effective July 13, 1995 (the "Effective Date"), subject to
approval of the Plan by the stockholders of the Company, each person who is
then an Eligible Director will be granted, as of such date, an option to
purchase 5,000 Shares.
(b) Subject to approval of the Plan by the stockholders of the
Company, each person who first becomes an Eligible Director after the
Effective Date will be granted, on the date that such person becomes an
Eligible Director, an option to purchase 5,000 Shares.
(c) Immediately following each Annual Stockholders Meeting
(commencing with the Annual Stockholders Meeting in 1996), each person who (x)
is an Eligible Director immediately following such meeting and (y) has served
as an Eligible Director at any time during the year ended December 31 prior
to such meeting will be granted, as of the date of such meeting, an option to
purchase 2,000 Shares.
(d) The options granted will be nonstatutory stock options not
intended to qualify under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") and shall have the following terms and conditions:
(i) Price. The purchase price per Share deliverable upon the
exercise of each option shall be 100% of the Fair Market Value per Share on
the date the option is granted. For purposes of the Plan, Fair Market
Value shall be the average of the highest and lowest per share sales prices
as reported on the principal exchange on which the Shares are listed for
the date in question, or if there were no sales on such date, on the first
date prior thereto on which the Shares were so traded.
(ii) Payment. Options may be exercised only upon payment of the
purchase price thereof in full. Such payment shall be made in cash.
(iii) Exercisability and Term of Options. Options shall be
exercisable immediately and shall be exercisable until the earlier of (A)
ten years from the date of grant and (B) the expiration of the one year
period provided in paragraph (iv) below.
(iv) Termination of Service as Eligible Director. Upon termination
of a Participant's service as a director of the Company for any reason, all
outstanding options held by such Eligible Director, to the extent then
exercisable, shall be exercisable in whole or in part for a period of one
year from the date upon which the Participant ceases to be a Director,
provided that in no event shall the options be exercisable beyond the
period provided for in paragraph (iii) above.
(v) Nontransferability of Options. No option may be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered
by a Participant otherwise than by will or the laws of descent and
distribution, and during the lifetime of the Participant to whom an option
is granted it may be exercised only by the Participant or by the
Participant's guardian or legal representative. Notwithstanding the
foregoing, options may be transferred pursuant to a qualified domestic
relations order.
(vi) Option Agreement. Each option granted hereunder shall be
evidenced by an agreement with the Company which shall contain the terms
and provisions set forth herein and shall otherwise be consistent with the
provisions of the Plan.
6. Adjustment of and Changes in Shares
In the event of a stock split, stock dividend, extraordinary cash
dividend, reorganization, recapitalization, spinoff, partial liquidation,
subdivision or combination of the Shares or other change in corporate
structure affecting the Shares, the number of Shares authorized by the Plan
shall be increased or decreased proportionately, as the case may be, and the
number of Shares subject to any outstanding option shall be increased or
decreased proportionately, as the case may be, with appropriate corresponding
adjustment in the purchase price per Share thereunder in order to prevent
enlargement or dilution of the benefits intended to be provided hereunder or
under any outstanding award agreement.
7. No Rights of Stockholders
Neither a Participant nor a Participant's legal representative shall
be, or have any of the rights and privileges of, a stockholder of the Company
in respect of any Shares purchasable upon the exercise of any option, in whole
or in part, unless and until certificates for such Shares shall have been
issued.
8. Plan Amendments
The Plan may be amended by the Board as it shall deem advisable or to
conform to any change in any law or regulation applicable thereto; provided,
that any such amendment shall be approved by the stockholders of the Company
if such stockholder approval is necessary to comply with or qualify for any
regulation or qualification requirement for which or with which the Board
deems it necessary or desirable to comply or qualify. The provisions of
Sections 3 and 5 may not be amended more often than once every six months,
other than to comport with changes in the Code, the Employee Retirement Income
Security Act, or the rules under either such statute; provided, however, that
this sentence shall not apply unless such application is necessary to comply
with Rule 16b-3 promulgated under the Securities Exchange Act of 1934.
9. Listing and Registration.
Each Share shall be subject to the requirement that if at any time
the Board shall determine, in its discretion, that the listing, registration
or qualification of the Shares upon any securities exchange or under any state
or federal law, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in connection with, the
granting of such Shares, no such Share may be disposed of unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any condition not acceptable to the Board.
10. Duration of Plan
The Plan shall terminate the day following the tenth Annual
Stockholders Meeting at which Directors are elected succeeding the Annual
Stockholders Meeting at which the Plan was approved by Stockholders, unless
the Plan is extended or terminated at an earlier date by Stockholders or is
terminated by exhaustion of the Shares available for issuance hereunder.
Exhibit 5
February 7, 1997
Global DirectMail Corp
22 Harbor Park Drive
Port Washington, New York 11050
Ladies and Gentlemen:
We are acting as special counsel for Global DirectMail Corp 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 100,000 shares of common stock, par value $0.01 per share (the "Common
Stock"), deliverable in accordance with the Global DirectMail Corp 1995 Stock
Plan for Non-Employee Directors as referred to in such Form S-8 (the "Plan").
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments relating to the
adoption and amendment of the Plan as we have deemed necessary or advisable
for the purposes of this opinion.
Upon the basis of the foregoing, we are 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.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Davis Polk & Wardwell
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
for the 1995 Stock Plan for Non-Employee Directors of Global DirectMail
Corp on Form S-8 of the report of Deloitte & Touche LLP dated February 7,
1996, appearing in the Annual Report on the Form 10-K of Global DirectMail
Corp for the year ended December 31, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
February 5, 1997
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 Global DirectMail
Corp does hereby constitute and appoint Richard Leeds, Bruce Leeds and Robert
Leeds, and any of them, the true and lawful attorneys and agents of the
undersigned, each 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 attorneys and agents, or either of
them, 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 attorneys and
agents, or their substitute or substitutes, or either of them, 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 February, 1997.
/s/ Bruce Leeds
---------------
BRUCE LEEDS
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 Global DirectMail
Corp does hereby constitute and appoint Richard Leeds, Bruce Leeds and Robert
Leeds, and any of them, the true and lawful attorneys and agents of the
undersigned, each 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 attorneys and agents, or either of
them, 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 attorneys and
agents, or their substitute or substitutes, or either of them, 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 February, 1997.
/s/ Robert Leeds
----------------
ROBERT LEEDS
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 Global DirectMail
Corp does hereby constitute and appoint Richard Leeds, Bruce Leeds and Robert
Leeds, and any of them, the true and lawful attorneys and agents of the
undersigned, each 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 attorneys and agents, or either of
them, 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 attorneys and
agents, or their substitute or substitutes, or either of them, 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 February, 1997.
/s/ Robert Dooley
-----------------
ROBERT DOOLEY
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 Global DirectMail
Corp does hereby constitute and appoint Richard Leeds, Bruce Leeds and Robert
Leeds, and any of them, the true and lawful attorneys and agents of the
undersigned, each 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 attorneys and agents, or either of
them, 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 attorneys and
agents, or their substitute or substitutes, or either of them, 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 February, 1997.
/s/ Leslie Biggs
----------------
LESLIE BIGGS
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 Global DirectMail
Corp does hereby constitute and appoint Richard Leeds, Bruce Leeds and Robert
Leeds, and any of them, the true and lawful attorneys and agents of the
undersigned, each 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 attorneys and agents, or either of
them, 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 attorneys and
agents, or their substitute or substitutes, or either of them, 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 February, 1997.
/s/ Kenneth J. Hall
-------------------
KENNETH J.HALL
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 Global DirectMail
Corp does hereby constitute and appoint Richard Leeds, Bruce Leeds and Robert
Leeds, and any of them, the true and lawful attorneys and agents of the
undersigned, each 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 attorneys and agents, or either of
them, 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 attorneys and
agents, or their substitute or substitutes, or either of them, 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 February, 1997.
/s/ Howard Kohos
----------------
HOWARD KOHOS
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 Global DirectMail
Corp does hereby constitute and appoint Richard Leeds, Bruce Leeds and Robert
Leeds, and any of them, the true and lawful attorneys and agents of the
undersigned, each 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 attorneys and agents, or either of
them, 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 attorneys and
agents, or their substitute or substitutes, or either of them, 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 February, 1997.
/s/ Curt S. Rush
----------------
CURT S. RUSH
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 Global DirectMail
Corp does hereby constitute and appoint Richard Leeds, Bruce Leeds and Robert
Leeds, and any of them, the true and lawful attorneys and agents of the
undersigned, each 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 attorneys and agents, or either of
them, 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 attorneys and
agents, or their substitute or substitutes, or either of them, 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 February, 1997.
/s/ Robert D. Rosenthal
-----------------------
ROBERT D. ROSENTHAL
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 Global DirectMail
Corp does hereby constitute and appoint Richard Leeds, Bruce Leeds and Robert
Leeds, and any of them, the true and lawful attorneys and agents of the
undersigned, each 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 attorneys and agents, or either of
them, 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 attorneys and
agents, or their substitute or substitutes, or either of them, 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 February, 1997.
/s/ Stacy S. Dick
-----------------
STACY S. DICK
