-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CmDx+YW6O2F/uTejTb9uFpfuUqr9XdakF4yLlj4t42wf8v5UVw3vCiVGXneHy6t2 NXb7ydyVk9nlwnTCjK6HOg== 0000950123-96-004835.txt : 19960904 0000950123-96-004835.hdr.sgml : 19960904 ACCESSION NUMBER: 0000950123-96-004835 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960903 SROS: NASD GROUP MEMBERS: CPAC INVESTORS LLC GROUP MEMBERS: ISAAC HERZOG GROUP MEMBERS: THE RELATASI TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CPAC INC CENTRAL INDEX KEY: 0000351717 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 160961040 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33289 FILM NUMBER: 96624855 BUSINESS ADDRESS: STREET 1: 2364 LEICESTER RD CITY: LEICESTER STATE: NY ZIP: 14481 BUSINESS PHONE: 7163823223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CPAC INVESTORS LLC CENTRAL INDEX KEY: 0001001844 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1209 ORANGE ST CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 2126966192 MAIL ADDRESS: STREET 1: 101 PARK AVE STREET 2: STE 3500 CITY: NEW YORK STATE: NY ZIP: 10178 SC 13D/A 1 AMENDMENT #3 TO SCHEDULE 13D-CPAC INVESTORS,L.L.C. 1 -------------------------------- OMB APPROVAL OMB Number: 3235-0145 Estimated average burden hours per response...14.90 -------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) CPAC, INC. (Name of Issuer) COMMON STOCK PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 126145101 (CUSIP Number) ELIOT LAUER (212) 696-6192 CURTIS, MALLET-PREVOST, COLT & MOSLE 101 PARK AVENUE, SUITE 3500 NEW YORK, NEW YORK 10178 (Name, Address and Telephone number of Person Authorized to Receive Notices and Communications) AUGUST 29, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. / / Check the following box if a fee is being paid with the statement. / / (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 13 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 19 Pages 2 - -------------------------------- CUSIP No. 126145101 - -------------------------------- - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CPAC Investors, L.L.C.; 51-0369089 - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds Not applicable - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) / / - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware, USA - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power Shares - 0 - Beneficially ---------------------------------------------- Owned By 8 Shared Voting Power Each - 0 - Reporting ---------------------------------------------- Person 9 Sole Dispositive Power With - 0 - ---------------------------------------------- 10 Shared Dispositive Power - 0 - - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person - 0 - - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 0% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* 00 -- limited liability company - -------------------------------------------------------------------------------- - ------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 2 of 19 Pages 3 - -------------------------------- CUSIP No. 126145101 - -------------------------------- - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person The Relatasi Trust by Mercotrust Limited, Trustee - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds Not applicable - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) / / - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Principality of Liechtenstein - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power Shares - 0 - Beneficially ---------------------------------------------- Owned By 8 Shared Voting Power Each - 0 - Reporting ---------------------------------------------- Person 9 Sole Dispositive Power With - 0 - ---------------------------------------------- 10 Shared Dispositive Power - 0 - - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person - 0 - - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 0% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* CO - -------------------------------------------------------------------------------- - ------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 3 of 19 Pages 4 - -------------------------------- CUSIP No. 126145101 - -------------------------------- - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Isaac Herzog - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds Not applicable - -------------------------------------------------------------------------------- 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(E) / / - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Israel - -------------------------------------------------------------------------------- Number of 7 Sole Voting Power Shares - 0 - Beneficially ---------------------------------------------- Owned By 8 Shared Voting Power Each - 0 - Reporting ---------------------------------------------- Person 9 Sole Dispositive Power With - 0 - ---------------------------------------------- 10 Shared Dispositive Power - 0 - - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person - 0 - - -------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 0% - -------------------------------------------------------------------------------- 14 Type of Reporting Person* IN - -------------------------------------------------------------------------------- - ------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 4 of 19 Pages 5 PRELIMINARY NOTE This statement constitutes Amendment No. 3 to a Schedule 13D dated September 25, 1995, as amended by Amendment No. 1 dated November 2, 1995 and Amendment No. 2 dated December 28, 1995, with respect to the common stock, par value $0.01 per share (the "Common Stock"), of CPAC, Inc., a New York corporation whose principal executive offices are located at 2364 Leicester Road, Leicester, New York 14481 (the "Company"). Items 2, 3, 4, 5, 6 and 7 are hereby amended so that, as amended, they shall read in their entirety as set forth below. For purposes of the EDGAR filing, Item 1 is restated. ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D is being filed with respect to the common stock, par value $0.01 per share (the "Common Stock"), of CPAC, Inc., a New York corporation whose principal executive offices are located at 2364 Leicester Road, Leicester, New York 14481 (the "Company"). ITEM 2. IDENTITY AND BACKGROUND. [Item 2 is hereby amended so that, as amended, it shall read in its entirety as follows:] This statement is being filed on behalf of: (i) CPAC Investors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("CPAC Investors"), (ii) the Relatasi Trust, an irrevocable trust created under the laws of Liechtenstein, which owns a 54.1486% interest in CPAC Investors and has an Page 5 of 19 Pages 6 irrevocable proxy to vote an additional 40.6224% of the currently outstanding membership interests of CPAC Investors, by its trustee, Mercotrust Limited, a trust company organized under the laws of Liechtenstein ("Mercotrust"), and (iii) Mr. Isaac Herzog, the protector of the Relatasi Trust, in connection with the sale by CPAC Investors to the Company of an aggregate of 1,250,000 shares of the Common Stock owned of record by CPAC Investors, which constitutes all of the Common Stock that was owned by CPAC Investors. CPAC Investors previously reported its ownership of 1,000,000 shares of the Common Stock on Amendment No. 2 to its Schedule 13D, dated December 28, 1995. Subsequent to that time, the Company effected a five-for-four split of its Common Stock, so that CPAC Investors' ownership increased to 1,250,000 shares. CPAC Investors' principal business is the making and management of investments. Its principal business and office address is 1209 Orange Street, Wilmington, Delaware 19801. CPAC Investor's sole manager is Mr. Eliot Lauer, a United States citizen, whose principal business address is 101 Park Avenue, Suite 3500, New York, New York, 10178. Mr. Lauer's principal occupation is that of an attorney. He is a partner at the law firm of Curtis, Mallet-Prevost, Colt & Mosle, of which the principal business and office address is 101 Park Avenue, New York, NY 10178-0061. CPAC Investors has no officers. Mercotrust is a trust company which engages in a range of fiduciary activities. Its principal business and office address is Aeulestrasse 5, P.O. Box 83, FL- Page 6 of 19 Pages 7 9490 Vaduz, Liechtenstein. Information with respect to the executive officers and directors of Mercotrust is included on Schedule A hereto. Mr. Herzog, a citizen of Israel, is the protector of the Relatasi Trust. His principal occupation is that of an attorney, and his business address is Asia House 4, Weizmann Street, 64 239 Tel Aviv, Israel. Mr. Herzog is a partner at the law firm of Herzog, Fox & Neeman, the principal business and office of which is located at the address in the immediately preceding sentence. During the last five years, none of CPAC Investors, the Relatasi Trust, Mercotrust, Mr. Lauer, Mr. Herzog, nor, to the best of the knowledge of Mercotrust, any executive officer or director of Mercotrust, has: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which it or he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. [Item 3 is hereby amended so that, as amended, it shall read in its entirety as follows:] Not applicable. Page 7 of 19 Pages 8 ITEM 4. PURPOSE OF TRANSACTION. [Item 4 is hereby amended so that, as amended, it shall read in its entirety as follows:] Based on its evaluation of the availability and alternative uses of funds, and general economic and industry conditions, CPAC Investors determined to sell all of the Common Stock that it held in order to use the funds for other purposes. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. [Item 5 is hereby amended so that, as amended, it shall read in its entirety as follows:] (a) As of the date hereof CPAC Investors owns no Common Stock. (b) Not applicable. (c) The trading dates, number of shares of Common Stock purchased and price per share for all transactions in the Common Stock by CPAC Investors during the past 60 days are as follows:
Date of No. of Shares Transaction Purchased (Sold) Price Per Share ----------- ---------------- --------------- 08/29/96 (1,250,000) $8-61/64
We have been advised by J.E. Sheehan & Company, Inc., the agent who arranged the sales for CPAC Investors, that the 1,250,000 shares of Common Stock were sold to several unrelated purchasers in transactions effected on the Nasdaq National Market. (d) Not applicable. Page 8 of 19 Pages 9 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. [Item 6 is hereby amended so that, as amended, it shall read in their entirety as follows:] Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among any of CPAC Investors, the Relatasi Trust, Mercotrust, Mr. Lauer, Mr. Herzog or to the best of the knowledge of Mercotrust, any executive officer or director of Mercotrust, and any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities, finders' fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. [Item 7 is hereby amended so that, as amended, it shall read in its entirety as follows:] Exhibit A: Joint Filing Agreement dated October 2 and 3, 1995 Exhibit B: Power of Attorney in favor of Eliot Lauer and Jeremiah T. Mulligan granting each of them the power to file Schedule 13D and any amendments thereto on behalf of Mercotrust Limited, as Trustee of the Relatasi Trust Exhibit C: Power of Attorney in favor of Eliot Lauer and Jeremiah T. Mulligan granting each of them the power to file this amendment to Schedule 13D on behalf of Isaac Herzog, as Protector of the Relatasi Trust Page 9 of 19 Pages 10 Exhibit D: Agreement of Rescission, Repurchase and Settlement dated as of November 1, 1995, between CPAC, Inc. and CPAC Investors, L.L.C. Exhibit E: Agreement of James Seldon, Jr. relating to voting of Common Stock, dated October 31, 1995 Exhibit F: Agreement of Thomas N. Hendrickson relating to voting of Common Stock, dated October 31, 1995 Exhibit G: Letter Agreement of Robert Oppenheimer relating to voting of Common Stock, dated October 31, 1995 Exhibit H: Letter Agreement of S. Daniel Abraham relating to voting of Common Stock, dated October 31, 1995 Exhibit I: Letter Agreement of Thomas N. Hendrickson relating to sale of Common Stock to CPAC Investors, dated October 31, 1995 Exhibit J: Letter Agreement of Joseph E. Sheehan relating to sale of Common Stock to CPAC Investors, dated November 1, 1995 Exhibit K: Letter Agreement of J. E. Sheehan & Company, Inc. relating to soliciting votes of Common Stock, dated October 31, 1995. (A certain attachment to this Letter Agreement is not included as part of Exhibit K) Exhibit L: Subscription Agreement, dated December 28, 1996, pursuant to which CPAC Investors purchased the 632,000 shares Page 10 of 19 Pages 11 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 27, 1996 CPAC INVESTORS, L.L.C. By: /s/ Eliot Lauer ------------------------------------- Eliot Lauer, Manager /s/ Eliot Lauer ---------------------------------------- Eliot Lauer, Attorney-in-Fact for: MERCOTRUST LIMITED, Trustee of, and on behalf of, the Relatasi Trust Mr. Isaac Herzog, Protector of the Relatasi Trust Page 11 of 19 Pages 12 Schedule A Mercotrust Limited Executive Officers and Directors
Name and Name and Business Principal Address of Citizenship* Address** Occupation Employer*** - ------------ --------- ---------- ----------- Dr. Guido Meier Lawyer Edmund Frick Professional Trustee Olaf Walser Professional Trustee Dr. Kamil Braxator Economist Swiss Dr. Werner Keicher Economist Swiss Herta Hemmerle Professional Trustee Waltraud Notaro Accountant
*Unless otherwise indicated, all of the following persons are citizens of Liechtenstein. **Unless otherwise indicated, the business address of each of the listed persons is Aeulestrass 5, 9490 Vaduz, Liechtenstein. ***Unless otherwise indicated, the name and address of the employer of the listed persons is the General Trust Company, Aeulestrass 5, 9490 Vaduz, Liechtenstein. THe General Trust Company is the sole parent of Mercotrust Limited. Page 12 of 19 Pages 13 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION SEQ. PAGE NO. - ----------- ----------- ------------- A Joint Filing Agreement dated October 2 and 3, 15 1995 B Power of Attorney in favor of Eliot Lauer and N/A Jeremiah T. Mulligan granting each of them the power to file Schedule 13D and any amendments thereto on behalf of Mercotrust Limited, as Trustee of the Relatasi Trust C Power of Attorney in favor of Eliot Lauer and 18 Jeremiah T. Mulligan granting each of them the power to file this amendment to Schedule 13D on behalf of Isaac Herzog, as Protector of the Relatasi Trust D Agreement of Rescission, Repurchase and N/A Settlement dated as of November 1, 1995, between CPAC, Inc. and CPAC Investors, L.L.C. E Agreement of James Seldon, Jr. relating to N/A voting of Common Stock, dated October 31, 1995 F Agreement of Thomas N. Hendrickson relating to N/A voting of Common Stock, dated October 31, 1995 G Letter Agreement of Robert Oppenheimer N/A relating to voting of Common Stock, dated October 31, 1995 H Letter Agreement of S. Daniel Abraham relating N/A to voting of Common Stock, dated October 31, 1995 I Letter Agreement of Thomas N. Hendrickson N/A
Page 13 of 19 Pages 14 relating to sale of Common Stock to CPAC Investors, dated October 31, 1995 J Letter Agreement of Joseph E. Sheehan relating N/A to sale of Common Stock to CPAC Investors, dated November 1, 1995 K Letter Agreement of J. E. Sheehan & Company, N/A Inc. relating to soliciting votes of Common Stock, dated October 31, 1995. (A certain attachment to this Letter Agreement is not included as part of Exhibit K) L Subscription Agreement, dated December 28, N/A 1996, pursuant to which CPAC Investors purchased the 632,000 shares
Page 14 of 19 Pages EX-99.A 2 JOINT FILING AGREEMENT 1 Exhibit A-1 JOINT FILING AGREEMENT Each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of CPAC, Inc. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 3rd day of October, 1995. CPAC Investors, L.L.C. By: /s/ Eliot Lauer ------------------------------------- Eliot Lauer, Manager The Relatasi Trust By Mercotrust Limited, Trustee By: ------------------------------------- Dr. Werner Keicher, Director By: ------------------------------------- Dr. Guido Meier, Director ---------------------------------------- Mr. Isaac Herzog Page 15 of 19 Pages 2 Exhibit A-2 JOINT FILING AGREEMENT Each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of CPAC, Inc. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 2nd day of October, 1995. CPAC Investors, L.L.C. By: ------------------------------------- Eliot Lauer, Manager The Relatasi Trust By Mercotrust Limited, Trustee By: /s/ Werner Keicher ------------------------------------- Dr. Werner Keicher, Director By: /s/ Guido Meier ------------------------------------- Dr. Guido Meier, Director ---------------------------------------- Mr. Isaac Herzog Page 16 of 19 Pages 3 Exhibit A-3 JOINT FILING AGREEMENT Each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of CPAC, Inc. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 2nd day of October, 1995. CPAC Investors, L.L.C. By: ------------------------------------- Eliot Lauer, Manager The Relatasi Trust By Mercotrust Limited, Trustee By: ------------------------------------- Dr. Werner Keicher, Director By: ------------------------------------- Dr. Guido Meier, Director /s/ Isaac Herzog ---------------------------------------- Mr. Isaac Herzog Page 17 of 19 Pages EX-99.C 3 POWER OF ATTORNEY 1 Exhibit C POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and appoints each of Eliot Lauer and Jeremiah T. Mulligan, signing singly, the true and lawful attorney-in-fact for the undersigned, to: 1. Execute for and on behalf of the undersigned, in connection with his position as the protector of the Relatasi Trust, a trust organized under the laws of Liechtenstein, (i) an amendment (the "Amendment") to a Schedule 13D that was filed on October 5, 1995, and amended by Amendment No. 1 dated November 2, 1995 and Amendment No. 2 dated December 28, 1995, and (ii) a Form 4 (the "Form 4"), relating to the sale on August 26, 1996 of 1,250,000 shares of the common stock of CPAC, Inc. 2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute the Amendment and the Form 4, and to file the Amendment and the Form 4 with the United States Securities and Exchange Commission (the "SEC") and to submit copies of the Amendment and the Form 4 to the NASDAQ Stock Market ("NASDAQ") and to CPAC, Inc. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein Page 18 of 19 Pages 2 granted, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with either Section 13 or Section 16 of the United States Securities Exchange Act of 1934, as amended. 3. This Power of Attorney shall remain in full force and effect until the Amendment and the Form 4, as herein defined, is filed with the SEC and copies are forwarded to NASDAQ and CPAC, Inc., unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of August, 1996. /s/ Isaac Herzog ---------------------------------------- Isaac Herzog Page 19 of 19 Pages -----END PRIVACY-ENHANCED MESSAGE-----