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Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KRUG INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
Ohio 31-0621189
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
KRUG INTERNATIONAL CORP.
6 NORTH MAIN STREET, SUITE 500
DAYTON, OHIO 45402-1900
(513) 224-9066
(Name, address, including zip code, and telephone
number, including area code, of registrant's principal executive offices)
KRUG INTERNATIONAL CORP.
1995 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
JAMES J. MULLIGAN
SECRETARY
MULLIGAN & MULLIGAN
241 WEST HADLEY ROAD
DAYTON, OHIO 45419
(513) 298-2226
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered unit price fee
- ---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Shares 250,000 $4.875 (1) $1,218,750 (1) $421
without par
value
- -------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), based upon the average of the high and low
sales prices of a Common Share on June 10, 1996, as reported in the
NASDAQ National Market System.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference as of their respective dates of
filing:
(a) The Annual Report of KRUG International Corp. (the
"Corporation") on Form 10-K for the year ended March 31, 1995, filed
pursuant to Section 13 of the Securities Exchange Act of 1934
("Exchange Act").
(b) The Corporation's Quarterly Report on Form 10-Q for the
quarters ended June 30, 1995, September 30, 1995, and December 31,
1995, and Forms 8-K dated May 16, 1996 and May 30, 1996, filed
pursuant to Section 13(a) of the Exchange Act.
(c) The description of the Corporation's Common Shares
contained in the Registration Statement filed pursuant to Section 12 of
the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all Common Shares offered
hereunder have been sold or which deregisters all Common Shares then remaining
unsold hereunder shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
The law firm of Mulligan & Mulligan is general counsel to the
Corporation and provided an opinion regarding the legality of the actions taken
and to be taken by the Corporation regarding its 1995 Incentive Stock Option
Plan. James J. Mulligan is a partner in Mulligan & Mulligan and is also a
director and Secretary of the Corporation. Mr. Mulligan is the beneficial owner
of 26,905 Common Shares and 5,380 warrants to purchase Common Shares of the
Corporation.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Article III of the Code of Regulations of the Corporation sets
forth certain rights of directors and officers of the Corporation to
indemnification. Under Article III, the liabilities against which a director and
officer may be indemnified and factors employed to determine whether a director
and officer is entitled to indemnification in a particular instance depend on
whether the proceeding in which the claim for indemnification arises was
brought (a) other than by and in the
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right of the Corporation ("Third Party Actions") or (b) by and in the right of
the Corporation ("Derivative Actions").
In Third Party Actions, the Corporation will indemnify each
director and officer against expenses, including attorneys' fees, judgments,
fines, penalties, and amounts paid in settlement actually and reasonably
incurred by him in connection with any threatened or actual proceeding in which
he may be involved by reason of his having acted in such capacity, if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation and with respect to any matter the subject
of a criminal proceeding, had no reasonable cause to believe that his conduct
was unlawful.
In Derivative Actions, the Corporation will indemnify each
director and officer against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense or settlement of any
such proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation except that no
indemnification is permitted with respect to any matter as to which such person
has been adjudged to be liable for negligence or misconduct in the performance
of his duty to the Corporation unless a court determines such person is entitled
to indemnification.
Unless indemnification is ordered by a court, the
determination as to whether or not an individual has satisfied the applicable
standards of conduct (and therefore may be indemnified) is made by the
Corporation by a majority vote of a quorum consisting of directors of the
Corporation who were not parties to the action; or if such a quorum is not
obtainable, or if a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion; or by the shareholders of the Corporation.
Article III of the Code of Regulations does not limit in any
way other indemnification rights to which those seeking indemnification may be
entitled.
The Corporation maintains insurance policies which presently
provide protection, within the maximum liability limits of the policies and
subject to a deductible amount for each claim, to the Corporation under its
indemnification obligations and to the directors and officers with respect to
certain matters which are not covered by the Corporation's indemnification
obligations.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
--------
See Index to Exhibits at Page 7.
Item 9. Undertakings.
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(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective amendment to
this registration statement:
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(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933 ("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 this
registration statement;
(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;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required 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 this 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
bonafide 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 further 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 that is incorporated by reference in this 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 bonafide 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Dayton, State of Ohio, on this 11th day of June,
1996.
KRUG INTERNATIONAL CORP.
By: /s/ Charles Linn Haslam
----------------------------------
Charles Linn Haslam, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Name Title Date
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
/s/ Charles Linn Haslam Director, June 11, 1996
- ------------------------------------------------- President and
Charles Linn Haslam Chief Executive
Officer
(principal executive
officer)
/s/ Thomas W. Kemp Vice President- June 11, 1996
- ------------------------------------------------- Finance and
Thomas W. Kemp Treasurer (principal
financial and
accounting officer)
/s/ James J. Mulligan Director June 11, 1996
- -------------------------------------------------
James J. Mulligan
- ------------------------------------------------------------------------------------------------------
</TABLE>
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<TABLE>
<CAPTION>
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Name Title Date
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
* W. Edward Greenhalgh Director June 11, 1996
* T. Wayne Holt Director June 11, 1996
* Robert M. Thornton, Jr. Director June 11, 1996
</TABLE>
* The undersigned, by signing his name hereto, executes this
Registration Statement pursuant to a power of attorney executed by each of the
above-named persons and filed with the Securities and Exchange Commission as an
exhibit to this Registration Statement.
/s/ Charles Linn Haslam
---------------------------
Charles Linn Haslam
Attorney-in-Fact
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INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
<S> <C> <C>
(4) INSTRUMENTS DEFINING THE RIGHTS OF
SECURITY HOLDERS, INCLUDING INDENTURES:
4.1 Articles of Incorporation of KRUG International
Corp. were filed as Exhibit 3.1 to the Corporation's
Report on Form 10-K for the year ended March 31,
1992........................................................ *
4.2 Code of Regulations of KRUG International Corp.
was filed as Exhibit 3.2 to the Corporation's Report
on Form 10-K for the year ended March 31, 1991............. *
4.3 KRUG International Corp. 1995 Incentive Stock
Option Plan................................................ 8
(5) OPINION REGARDING LEGALITY:
5.1 Opinion of Mulligan & Mulligan............................. 13
(23) CONSENTS OF EXPERTS AND COUNSEL:
23.1 Consent of Deloitte & Touche LLP........................... 14
23.2 Consent of Mulligan & Mulligan is contained in its
opinion at 5.1, above......................................
(24) POWERS OF ATTORNEY:
24.1 Powers of Attorney of each person whose signature
on this Registration Statement was signed by
another pursuant to a power of attorney.................... 15
<FN>
- ----------------------------------------
* Indicates incorporation by reference from a document previously filed
with the Securities and Exchange Commission.
</TABLE>
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KRUG INTERNATIONAL CORP.
1995 INCENTIVE STOCK OPTION PLAN
--------------------------------
Section 1. Purposes.
- ---------------------
The purposes of the 1995 Incentive Stock Option Plan (the
"Plan") are (a) to provide incentives to officers and other key employees of the
Corporation upon whose judgment, initiative and efforts the long-term growth and
success of the Corporation is largely dependent; (b) to assist the Corporation
in attracting and retaining key employees of proven ability; and (c) to increase
the identity of interests of such key employees with those of the Corporation's
shareholders by providing such employees options to acquire Common Shares,
without par value, of the Corporation and thereby participate in the growth and
development of the Corporation.
Section 2. Definitions.
- ------------------------
(a) "Board" means the Board of Directors of the Corporation.
(b) "Corporation" means KRUG International Corp.; when used in
the Plan with reference to employment, "Corporation" shall include any
Subsidiary of the Corporation.
(c) "Fair Market Value" means (1) if the Shares are listed on
the NASDAQ National Market, the last sale price of a Share on the National
Market on the date the value of a Share is to be determined or, if there are no
sales on such date, the mean of the bid and asked prices for Shares on the
National Market at the close of business on such date; or (2) if the Shares are
not listed on the NASDAQ National Market, the value determined by such
reasonable method as shall be approved by the Board.
(d) "Incentive Stock Option" means an option granted under the
Plan which qualifies as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended.
(e) "Rule 16b-3" means Rule 16b-3 promulgated under the
Securities Exchange Act of 1934 as the same may be amended from time to time.
(f) "Share" or "Shares" means the Common Shares, without par
value, of the Corporation.
(g) "Subsidiary" means any company more than 50% of the voting
stock of which is owned or controlled, directly or indirectly, by the
Corporation.
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Section 3. Administration.
- ---------------------------
(a) ADOPTION. The Plan was approved by the Board on May 19,
1995 and will become effective upon its approval by the holders of a majority of
the shares constituting a quorum and present, in person or by proxy, at the 1995
Annual Meeting of Shareholders. The Plan will terminate on May 19, 2005, and no
options may be granted under the Plan after termination.
(b) AMENDMENT. The Plan and options granted under the Plan
may be amended, modified or terminated by the Board, provided that:
(1) No action with respect to an outstanding option may be taken
that would adversely affect the rights of the holder of such option
without such holder's consent; and
(2) No amendment to the Plan shall become effective without
approval by the holders of a majority of the Shares present, in person
or by proxy, at an annual or special shareholders meeting at which a
quorum is present if such amendment would:
(i) increase the number of shares with respect to
which options may be granted under the Plan; or
(ii) extend the term of the Plan; or
(iii) materially increase the benefits accruing to or
modify eligibility requirements for participants in the Plan.
(c) OPTION GRANTS. Subject to the provisions of the Plan,
except as provided in Section 5, the Board shall, in its sole discretion,
determine the persons to whom, and the times at which, options are granted, the
number of Shares subject to each option, the option price per Share, and any
other terms of options.
(d) INTERPRETATION. The Board will have the sole discretion
and authority to interpret the Plan and to decide all questions arising under
the Plan.
Section 4. Option Shares.
- --------------------------
(a) NUMBER. The maximum number of Shares that may be issued
upon exercise of options granted under the Plan is 250,000 Shares. Such Shares
may be authorized and unissued Shares or treasury Shares.
(b) ADJUSTMENT. The Board will appropriately adjust the number
of Shares subject to the Plan and the number and option price of Shares subject
to outstanding options in the event of any change in outstanding Shares by
reason of a share dividend, recapitalization, merger, consolidation, split-up,
combination, exchange of shares or other similar corporate change.
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(c) UNEXERCISED OPTIONS. Shares subject to unexercised
options which terminate will thereupon become available for the grant of
additional options.
Section 5. Eligible Employees.
- -------------------------------
Options may be granted by the Board to officers and other key
employees of the Corporation, except that options to officers and other key
employees who are also members of the Board may only be granted by a committee
comprised of three or more directors, each of whom is a disinterested person
within the meaning of Rule 16b-3.
Section 6. Options and Option Terms.
- ------------------------------------
(a) DESIGNATION OF OPTIONS. Options granted under the Plan are
intended to qualify as Incentive Stock Options. The Board may, however, in its
discretion, grant options under the Plan which would not qualify as Incentive
Stock Options.
(b) OPTION AGREEMENT. The terms of each option will be set
forth in a stock option agreement approved by the Board.
(c) TERMS OF ALL OPTIONS. The following terms and
provisions shall apply to all options granted under the Plan:
(1) No option may be granted under the Plan at an option price
which is less than the Fair Market Value of a Share on the date of
grant.
(2) Each option shall be for a term of 10 years after the date
of grant.
(3) No option will be exercisable either in whole or in part
within two years after the date on which it is granted. Thereafter,
each option may be exercised as follows: one-third of the total number
of Shares covered thereby may be purchased during the third year after
grant of the option, an additional one-third during the fourth year and
an additional one-third during the fifth year. To the extent that any
Shares are not purchased during the third, fourth or fifth year
periods after the grant of the option, they may be purchased during
the remaining period or periods of the option. Notwithstanding the
foregoing, the Board may, either before or after the grant of an
option, provide that an option may be exercised at any time (including
during the first two years after the grant of the option), either as to
an increased number of Shares or as to all Shares, in such cases as the
Board may deem appropriate, including without limitation, in the event
the optionee retires with the approval of the Corporation or in the
event of a proposed merger or consolidation to which the Corporation
may be a party or a sale of substantially all the assets of the
Corporation.
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(4) No option may be exercised under the Plan unless the optionee
has been continuously employed by the Corporation from the date of
grant to the date of exercise except that an option may be exercised
within one year after the termination of the optionee's employment, to
the extent the option was exercisable on the date of termination, if
the cause of termination was death.
(d) ADDITIONAL PROVISIONS RELATING TO INCENTIVE STOCK
OPTIONS. The following additional terms and provisions shall apply to
Incentive Stock Options granted under the Plan:
(1) No Incentive Stock Option shall be granted to an employee who
possesses at the time of grant more than 10% of the voting power of all
classes of stock of the Corporation unless the option price is at least
110% of the Fair Market Value of the Shares subject to the option on
the date the option is granted and the option is not exercisable after
the expiration of five years from the date of grant.
(2) No Incentive Stock Option may be exercisable in an amount
exceeding the limitation of Section 422(d) of the Internal Revenue Code
of 1986, as amended.
Section 7. Procedure for Exercise and Payment.
- -----------------------------------------------
An option granted under the Plan may be exercised by the
optionee giving written notice of exercise to the President (or the designee of
the President) of the Corporation. The option price for the Shares purchased
shall be paid in full at the time such notice is given. An option shall be
deemed exercised on the date the Corporation receives written notice of
exercise, together with full payment for the Shares purchased. The option price
may be paid to the Corporation either in cash, by delivery to the Corporation of
Shares already-owned by the optionee or by any combination of cash and such
Shares. The Board may, however, at any time and in its discretion, adopt
guidelines limiting or restricting the use of already-owned Shares to pay all or
any portion of the option price. In the event already-owned Shares are
used to pay all or a portion of the option price, the amount credited to payment
of the option price shall be the Fair Market Value of the already-owned Shares
on the date the option is exercised. In no case may an option be exercised for a
fraction of a Share.
Section 8. Non-Transferability.
- --------------------------------
Options may not be sold, pledged, assigned, hypothecated, or
transferred except by will, by the laws of descent and distribution or pursuant
to a qualified domestic relations order as defined in Rule 16b-3.
Section 9. Conditions Upon Granting of Options and Issuance of Certificates.
- -----------------------------------------------------------------------------
No option shall be granted and Shares shall not be issued upon
the exercise of an option unless the grant of options, the exercise of such
option, and the issuance and delivery of Shares pursuant thereto shall comply
with all relevant provisions of Federal and state law, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, the rules and
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<PAGE> 5
regulations promulgated thereunder, and the requirements of the NASDAQ
National Market or any stock exchange upon which the Shares may then be listed.
Section 10. Notices.
- ---------------------
Each notice relating to this Plan shall be in writing and
delivered in person or sent by certified or registered mail to the proper
address. Each notice shall be deemed to have been given on the date it is
delivered or mailed. Each notice to the Corporation shall be addressed as
follows: KRUG International Corp., 6 North Main Street, Suite 500, Dayton, Ohio
45402-1900, Attention: President. Each notice to the optionee or other person or
persons then entitled to exercise an option shall be addressed to the optionee
or such other person or persons at the optionee's address set forth in the
option. Anyone to whom a notice may be given under this Plan may designate a new
address by written notice to the other party to that effect.
Section 11. Pronouns.
- ----------------------
All pronouns used herein shall be deemed to refer to the
masculine, feminine, singular or plural, as the identity of the person or
persons may require.
Section 12. Effect of Termination of Plan.
- -------------------------------------------
The termination of the Plan shall not adversely affect the
rights of an optionee with respect to any option granted prior to the
termination of the Plan.
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<PAGE> 1
MULLIGAN & MULLIGAN
ATTORNEYS AT LAW
James J. Mulligan 241 West Hadley Road (513) 298-2226
Patrick J. Mulligan Dayton, OH 45419 Fax: Same
June 14, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
As counsel, we have assisted KRUG International Corp., an Ohio
corporation ("KRUG"), in connection with the preparation and filing of KRUG's
Registration Statement on Form S-8 relating to the offering and sale of up to
250,000 of its Common Shares, without par value, pursuant to its "1995 Incentive
Stock Option Plan" (the "Plan").
Please be advised that we have examined such proceedings and records of
KRUG, and have made investigation of such other matters, as in our judgment
permits us to render an informed opinion on the matters set forth herein. Based
upon the foregoing, it is our opinion that:
(i) KRUG is a corporation duly organized, validly existing and
in good standing under the laws of the State of Ohio, with full power
to issue and sell its Common Shares pursuant to the Plan; and
(ii) Common Shares of KRUG issued or sold by KRUG pursuant to
the Plan have been duly authorized and, when issued or sold and paid
for in accordance with the terms of the Plan, will be legally issued,
fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to KRUG's
Registration Statement on Form S-8 with respect to the Plan and Option.
Very truly yours,
MULLIGAN & MULLIGAN
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
KRUG International Corp. on Form S-8 of our reports dated May 19, 1995,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
KRUG International Corp. for the year ended March 31, 1995.
DELOITTE & TOUCHE LLP
Dayton, Ohio
June 13, 1996
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<PAGE> 1
KRUG INTERNATIONAL CORP.
------------------------
LIMITED POWER OF ATTORNEY
-------------------------
WHEREAS, KRUG International Corp., an Ohio corporation (the "Company"),
intends to file with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, a Registration Statement on Form S-8, covering 250,000
of its common shares, without par value, that may be issued under the Company's
1995 Incentive Stock Option Plan and any other options issued to key employees
and/or Directors of the Company or any of its subsidiaries (the "Registration
Statement");
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company hereby appoints Charles Linn Haslam, Robert M. Thornton, Jr. and Thomas
W. Kemp, and each of them, to be his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, to execute in his name,
place and stead, the Registration Statement and any post-effective amendment
thereto, and any and all other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission.
Said attorneys shall have full power and authority to do and perform, in the
name and on behalf of the undersigned, every act whatsoever necessary or
desirable to be done, as fully to all intents and purposes as the undersigned
might or could do in person. The undersigned hereby ratifies and approves the
acts of said attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
11th day of June 1996.
/s/ Robert M. Thornton, Jr.
--------------------------
Robert M. Thornton, Jr.
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<PAGE> 2
KRUG INTERNATIONAL CORP.
------------------------
LIMITED POWER OF ATTORNEY
-------------------------
WHEREAS, KRUG International Corp., an Ohio corporation (the "Company"),
intends to file with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, a Registration Statement on Form S-8, covering 250,000
of its common shares, without par value, that may be issued under the Company's
1995 Incentive Stock Option Plan and any other options issued to key employees
and/or Directors of the Company or any of its subsidiaries (the "Registration
Statement");
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company hereby appoints Charles Linn Haslam, Robert M. Thornton, Jr. and Thomas
W. Kemp, and each of them, to be his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, to execute in his name,
place and stead, the Registration Statement and any post-effective amendment
thereto, and any and all other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission.
Said attorneys shall have full power and authority to do and perform, in the
name and on behalf of the undersigned, every act whatsoever necessary or
desirable to be done, as fully to all intents and purposes as the undersigned
might or could do in person. The undersigned hereby ratifies and approves the
acts of said attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
11th day of June 1996.
/s/ W. Edward Greenhalgh
------------------------------
W. Edward Greenhalgh
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<PAGE> 3
KRUG INTERNATIONAL CORP.
------------------------
LIMITED POWER OF ATTORNEY
-------------------------
WHEREAS, KRUG International Corp., an Ohio corporation (the "Company"),
intends to file with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, a Registration Statement on Form S-8, covering 250,000
of its common shares, without par value, that may be issued under the Company's
1995 Incentive Stock Option Plan and any other options issued to key employees
and/or Directors of the Company or any of its subsidiaries (the "Registration
Statement");
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company hereby appoints Charles Linn Haslam, Robert M. Thornton, Jr. and Thomas
W. Kemp, and each of them, to be his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, to execute in his name,
place and stead, the Registration Statement and any post-effective amendment
thereto, and any and all other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission.
Said attorneys shall have full power and authority to do and perform, in the
name and on behalf of the undersigned, every act whatsoever necessary or
desirable to be done, as fully to all intents and purposes as the undersigned
might or could do in person. The undersigned hereby ratifies and approves the
acts of said attorneys.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
11th day of June 1996.
/s/ T. Wayne Holt
--------------------------
T. Wayne Holt
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