<PAGE>
As filed with the Securities and Exchange Commission on November 17, 1997
Registration No.
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
M & F WORLDWIDE CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 02-0423416
(State of incorporation) (I.R.S. employer identification no.)
35 EAST 62ND STREET
NEW YORK, NEW YORK 10021
(Address of principal executive offices) (Zip code)
M & F WORLDWIDE 1997 STOCK OPTION PLAN
(Full title of the plan)
----------------------------
BARRY F. SCHWARTZ, ESQ.
M & F WORLDWIDE CORP.
35 EAST 62ND STREET
NEW YORK, NEW YORK 10021
(212) 572-8600
(Name, address and telephone number, including area code,
of agent for service)
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered (1) Per Share (2)(3) Price(2) Fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $0.01 per share 1,000,000 (1)(2) $8,500,000(2) $2,575.76
=========================================================================================================
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement also covers such
indeterminable number of additional shares of Common Stock as may be
issuable pursuant to the antidilution provisions of the M & F Worldwide
Corp. 1997 Stock Option Plan.
(2) Calculated in accordance with Rules 457 (c) and (h) under the Securities
Act of 1933, as amended (the "Securities Act"). The registration fee is
calculated upon the basis of (i) an exercise price of $7.625 with respect
to 600,000 shares of Common Stock for which options have been granted and
(ii) the average high and low sales prices on November 12, 1997 with
respect to the 400,000 shares of Common Stock for which options have not
been granted.
===============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* The information called for in Part I of Form S-8 will be included in
a prospectus to be distributed to participants in the 1997 Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, M & F Worldwide Corp., a
Delaware corporation (the "Company"), pursuant to the Securities Act and the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this registration statement:
(1) Annual Report on Form 10-K of the Registrant for the year ended
December 31, 1996, as filed with the Commission on March 21, 1997.
(2) Quarterly Reports on Form 10-Q of the Registrant for the quarters
ended March 30, 1997, June 29, 1997 and September 28, 1997, as filed with the
Commission on May 6, 1997, August 7, 1997 and November 6, 1997, respectively.
(3) The description of the Common Stock referenced as Item 1 under the
caption "Description of Registrant's Securities to be Registered" in the
Registration Statement on Form 8-A of the Registrant, as filed with the
Commission on May 19, 1995, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
2
<PAGE>
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Class A Common Stock to be issued in
connection with this Registration Statement will be passed upon for the Company
by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York.
The consolidated financial statements of M & F Worldwide Corp.
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon appearing therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is empowered by Section 145 of the General Corporation
Law of the State of Delaware (the "Delaware Corporation Law"), subject to the
procedures and limitations therein, to indemnify any person against expenses
(including attorney's fees), judgements, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with any
threatened, pending or completed action, suit or proceeding in which such
person is made a party by reason of such person being or having been a
director, officer, employee or agent of the Registrant. The statute provides
that indemnification pursuant to its provisions is not exclusive of other
rights of indemnification to which a person may be entitled under any by-law,
agreement, vote of stockholders or disinterested director, or otherwise. The
Restated Certificate of Incorporation and By-laws of the Registrant provide for
indemnification by the Registrant of its directors and officers to the fullest
extent permitted by the Delaware Corporation Law.
3
<PAGE>
The foregoing statements are subject to the detailed provisions of the
Delaware Corporation Law, the Registrant's Restated Certificate of
Incorporation and the Registrant's By-laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to Registrant's
Form 8-K dated April 30, 1996).
4.2 By-laws of the Registrant as currently in effect
(incorporated by reference to Exhibit 3.2 to Registrant's
Form 10-K for the year ended December 31, 1995).
4.3 Form of Certificate for the Registrant's Common Stock
(incorporated by reference to Exhibit 5 to Registrant's
Registration Statement on Form 8-A filed on May 19, 1995).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP,
regarding the legality of the Class A Common Stock being
registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(contained in the opinion filed as Exhibit 5.1 hereto).
24.1 Powers of Attorney.
99.1 M & F Worldwide Corp. (f/k/a Power Control Technologies Inc.)
1997 Stock Option Plan for employees of the Registrant and
employees of affiliated corporations (incorporated by
reference to Annex A to the Registrant's definitive Proxy
Statement dated April 8, 1997).
4
<PAGE>
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
A. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
1. (a) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(b) 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
(c) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
2. That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. 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.
5
<PAGE>
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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 17th day
of November 1997.
M & F WORLDWIDE CORP.
(Registrant)
By: /s/ Theo W. Folz
-----------------------------------
Theo W. Folz
President, Chief Executive Officer
and Director
7
<PAGE>
Pursuant to the requirements of the Securities Act, this
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 November 17, 1997
- ------------------------------ Directors and Director
Ronald O. Perelman
* President & Chief Executive November 17, 1997
- ------------------------------ Officer and Director
Theo W. Folz
* Executive Vice President November 17, 1997
- ------------------------------ Finance & Administration
J. Eric Hanson and Director
* Executive Vice President November 17, 1997
- ------------------------------ and Chief Financial Officer
Irwin Engelman
* Vice President and November 17, 1997
- ------------------------------ Controller
Laurence Winoker
* Director November 17, 1997
- ------------------------------
Jaymie A. Durnan
* Director November 17, 1997
- ------------------------------
Howard Gittis
* Director November 17, 1997
- ------------------------------
E. Gregory Hookstratten
* Director November 17, 1997
- ------------------------------
Lance Liebman
8
<PAGE>
* Director November 17, 1997
- ------------------------------
Paul M. Meister
* Director November 17, 1997
- ------------------------------
James G. Roche
* Director November 17, 1997
- ------------------------------
Bruce Slovin
*Joram C. Salig, by signing his name hereto, does hereby execute this
Registration Statement on behalf of the directors and officers of the
Registrant indicated above by asterisks, pursuant to Powers of Attorney duly
executed by such directors and officers as exhibits to the Registration
Statement.
By: /s/ Joram C. Salig
--------------------------
Joram C. Salig
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- --------
4.1 Amended and Restated Certificate of Incorporation
of the Company. (Incorporated by reference to Exhibit
3.1 to the Company's Form 8-K dated April 30, 1996.)
4.2 Amended and Restated By-Laws of the Company.
(Incorporated by reference to Exhibit 3.2 to
the Company's Form 10-K dated December 31, 1995.)
4.3 Form of Certificate for the Registrant's Common Stock
(incorporated by reference to Exhibit 5 to Registrant's
Registration Statement on Form 8-A filed on May 19, 1995).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP,
regarding the legality of the Class A Common Stock being
registered.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of Skadden, Arps, Slate, Meagher &
Flom LLP (contained in the opinion filed as
Exhibit 5.1 hereto).
24.1 Powers of Attorney.
99.1 M & F Worldwide Corp. (f/k/a Power Control Technologies
Inc.) 1997 Stock Option Plan for employees of the
Registrant and employees of affiliated corporations
(incorporated by reference to Annex A to the
Registrant's definitive Proxy Statement dated
April 8, 1997).
<PAGE>
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
November 17, 1997
M & F Worldwide Corp.
35 East 62nd Street
New York, New York 10021
Re: Registration Statement on Form S-8 of
M & F Worldwide Corp.
Ladies and Gentlemen:
We have been requested by M & F Worldwide Corp., a Delaware
corporation (the "Company"), to render an opinion in connection with the
Registration Statement on Form S-8, which is being filed by the Company with
the Securities and Exchange Commission (the "Commission") on the date hereof
(the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"). The Registration Statement relates to the issuance and sale by the
Company of up to an aggregate of 1,000,000 shares (the "Shares") of Class A
Common Stock, par value $.01 per share (the "Common Stock"), of the Company
issuable upon exercise of options that may be granted under the Company's 1997
Stock Option Plan (the "Stock Option Plan").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of such documents as we have deemed necessary or appropriate as a
basis for the opinions set forth herein, including, without limitation, (i) the
Registration Statement, (ii) the Stock Option Plan, (iii) the Amended and
Restated Certificate of Incorporation of the Company, as amended to date, (iv)
the By-laws of the Company, as amended to date, (v) a specimen certificate
representing the Common Stock, (vi) copies of certain resolutions adopted by
the Board of Directors of the Company and the Compensation Committee of the
Board of Directors of the Company relating to, among other things, the Stock
Option Plan, the Registration Statement and related matters and
<PAGE>
(vii) copies of certain resolutions adopted by the stockholders of the Company
relating to the Stock Option Plan.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of documents executed by parties other than the Company, we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate and other, and execution and delivery by
such parties of such documents and the validity, binding effect and
enforceability thereof. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives of
the Company and others. In rendering the opinion set forth below, we have
assumed that the certificates representing the Shares will be manually signed
by one of the authorized officers of the transfer agent and registrar for the
Common Stock and registered by such transfer agent and registrar and will
conform to the specimen thereof examined by us.
Members of our firm are admitted to the Bar of the State of
New York, and we do not express any opinion as to the laws of any jurisdiction
other than the General Corporation Law of the State of Delaware.
Based upon and subject to the limitations, qualifications,
exceptions and assumptions set forth herein, we are of the opinion that the
Shares have been duly authorized for issuance by requisite corporate action by
the Company, and, when issued, delivered and paid for in accordance with the
terms and conditions of the Stock Option Plan, will be validly issued, fully
paid and non-assessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. We also consent to the reference to this firm
under the caption "Interests of Named Experts and Counsel" in the Registration
Statement. In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8 No. ) pertaining to the M&F Worldwide
1997 Stock Option Plan of M&F Worldwide Corp. and the incorporation by
reference therein of our report dated February 11, 1997, with respect to the
consolidated financial statements and schedule of M&F Worldwide Corp. included
in its Annual Report on Form 10-K for the year ended December 31, 1996, filed
with the Securities and Exchange Commission.
November 14, 1997
New York, New York
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Barry F. Schwartz, Glenn P. Dickes and Joram
C. Salig or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, in connection with the M & F
WORLDWIDE CORP. Registration Statement on Form S-8 under the Securities Act of
1933, as amended, including, without limiting the generality of the foregoing,
to sign the Registration Statement in the name and on behalf of the Corporation
or on behalf of the undersigned as a director or officer of the Corporation,
and any amendments (including post-effective amendments) to the Registration
Statement and any instrument, contract, document or other writing, of or in
connection with the Registration Statement or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 13th day of November 1997.
/s/ RONALD O. PERELMAN
-------------------------------
RONALD O. PERELMAN
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Barry F. Schwartz, Glenn P. Dickes and Joram
C. Salig or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, in connection with the M & F
WORLDWIDE CORP. Registration Statement on Form S-8 under the Securities Act of
1933, as amended, including, without limiting the generality of the foregoing,
to sign the Registration Statement in the name and on behalf of the Corporation
or on behalf of the undersigned as a director or officer of the Corporation,
and any amendments (including post-effective amendments) to the Registration
Statement and any instrument, contract, document or other writing, of or in
connection with the Registration Statement or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 13th day of November 1997.
/s/ HOWARD GITTIS
------------------------------
HOWARD GITTIS
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Barry F. Schwartz, Glenn P. Dickes and Joram
C. Salig or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, in connection with the M & F
WORLDWIDE CORP. Registration Statement on Form S-8 under the Securities Act of
1933, as amended, including, without limiting the generality of the foregoing,
to sign the Registration Statement in the name and on behalf of the Corporation
or on behalf of the undersigned as a director or officer of the Corporation,
and any amendments (including post-effective amendments) to the Registration
Statement and any instrument, contract, document or other writing, of or in
connection with the Registration Statement or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 13th day of November 1997.
/s/ J. ERIC HANSON
--------------------------
J. ERIC HANSON
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Barry F. Schwartz, Glenn P. Dickes and Joram
C. Salig or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, in connection with the M & F
WORLDWIDE CORP. Registration Statement on Form S-8 under the Securities Act of
1933, as amended, including, without limiting the generality of the foregoing,
to sign the Registration Statement in the name and on behalf of the Corporation
or on behalf of the undersigned as a director or officer of the Corporation,
and any amendments (including post-effective amendments) to the Registration
Statement and any instrument, contract, document or other writing, of or in
connection with the Registration Statement or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 13th day of November 1997.
/s/ THEO W. FOLZ
----------------------------
THEO W. FOLZ
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Barry F. Schwartz, Glenn P. Dickes and Joram
C. Salig or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, in connection with the M & F
WORLDWIDE CORP. Registration Statement on Form S-8 under the Securities Act of
1933, as amended, including, without limiting the generality of the foregoing,
to sign the Registration Statement in the name and on behalf of the Corporation
or on behalf of the undersigned as a director or officer of the Corporation,
and any amendments (including post-effective amendments) to the Registration
Statement and any instrument, contract, document or other writing, of or in
connection with the Registration Statement or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 13th day of November 1997.
/s/ IRWIN ENGELMAN
----------------------------
IRWIN ENGELMAN
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Barry F. Schwartz, Glenn P. Dickes and Joram
C. Salig or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, in connection with the M & F
WORLDWIDE CORP. Registration Statement on Form S-8 under the Securities Act of
1933, as amended, including, without limiting the generality of the foregoing,
to sign the Registration Statement in the name and on behalf of the Corporation
or on behalf of the undersigned as a director or officer of the Corporation,
and any amendments (including post-effective amendments) to the Registration
Statement and any instrument, contract, document or other writing, of or in
connection with the Registration Statement or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 13th day of November 1997.
/s/ JAYMIE A. DURNAN
--------------------------------
JAYMIE A. DURNAN
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Barry F. Schwartz, Glenn P. Dickes and Joram
C. Salig or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, in connection with the M & F
WORLDWIDE CORP. Registration Statement on Form S-8 under the Securities Act of
1933, as amended, including, without limiting the generality of the foregoing,
to sign the Registration Statement in the name and on behalf of the Corporation
or on behalf of the undersigned as a director or officer of the Corporation,
and any amendments (including post-effective amendments) to the Registration
Statement and any instrument, contract, document or other writing, of or in
connection with the Registration Statement or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 13th day of November 1997.
/s/ BRUCE SLOVIN
--------------------------
BRUCE SLOVIN
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Barry F. Schwartz, Glenn P. Dickes and Joram
C. Salig or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, in connection with the M & F
WORLDWIDE CORP. Registration Statement on Form S-8 under the Securities Act of
1933, as amended, including, without limiting the generality of the foregoing,
to sign the Registration Statement in the name and on behalf of the Corporation
or on behalf of the undersigned as a director or officer of the Corporation,
and any amendments (including post-effective amendments) to the Registration
Statement and any instrument, contract, document or other writing, of or in
connection with the Registration Statement or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 13th day of November 1997.
/s/ LAURENCE WINOKER
----------------------------
LAURENCE WINOKER
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Barry F. Schwartz, Glenn P. Dickes and Joram
C. Salig or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, in connection with the M & F
WORLDWIDE CORP. Registration Statement on Form S-8 under the Securities Act of
1933, as amended, including, without limiting the generality of the foregoing,
to sign the Registration Statement in the name and on behalf of the Corporation
or on behalf of the undersigned as a director or officer of the Corporation,
and any amendments (including post-effective amendments) to the Registration
Statement and any instrument, contract, document or other writing, of or in
connection with the Registration Statement or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 13th day of November 1997.
/s/ E. GREGORY HOOKSTRATTEN
-------------------------------
E. GREGORY HOOKSTRATTEN
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Barry F. Schwartz, Glenn P. Dickes and Joram
C. Salig or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, in connection with the M & F
WORLDWIDE CORP. Registration Statement on Form S-8 under the Securities Act of
1933, as amended, including, without limiting the generality of the foregoing,
to sign the Registration Statement in the name and on behalf of the Corporation
or on behalf of the undersigned as a director or officer of the Corporation,
and any amendments (including post-effective amendments) to the Registration
Statement and any instrument, contract, document or other writing, of or in
connection with the Registration Statement or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 13th day of November 1997.
/s/ LANCE LIEBMAN
-----------------------------
LANCE LIEBMAN
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Barry F. Schwartz, Glenn P. Dickes and Joram
C. Salig or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, in connection with the M & F
WORLDWIDE CORP. Registration Statement on Form S-8 under the Securities Act of
1933, as amended, including, without limiting the generality of the foregoing,
to sign the Registration Statement in the name and on behalf of the Corporation
or on behalf of the undersigned as a director or officer of the Corporation,
and any amendments (including post-effective amendments) to the Registration
Statement and any instrument, contract, document or other writing, of or in
connection with the Registration Statement or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 13th day of November 1997.
/s/ PAUL M. MEISTER
---------------------------
PAUL M. MEISTER
<PAGE>
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Barry F. Schwartz, Glenn P. Dickes and Joram
C. Salig or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, in connection with the M & F
WORLDWIDE CORP. Registration Statement on Form S-8 under the Securities Act of
1933, as amended, including, without limiting the generality of the foregoing,
to sign the Registration Statement in the name and on behalf of the Corporation
or on behalf of the undersigned as a director or officer of the Corporation,
and any amendments (including post-effective amendments) to the Registration
Statement and any instrument, contract, document or other writing, of or in
connection with the Registration Statement or amendments thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, including this power of attorney, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents
this 13th day of November 1997.
/s/ JAMES G. ROCHE
----------------------------
JAMES G. ROCHE
