-----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, R8SwhwRJ7jL25DDm3jbjiKlKnt3F2W9LfjchHn6vPtgh4XIkCZwcHQeJHrs67/Kh 5KtdsFrVGqRkjovnClCOhw== 0000033073-00-000005.txt : 20000411 0000033073-00-000005.hdr.sgml : 20000411 ACCESSION NUMBER: 0000033073-00-000005 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000329 EFFECTIVENESS DATE: 20000329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISKASE COMPANIES INC CENTRAL INDEX KEY: 0000033073 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 952677354 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-33508 FILM NUMBER: 583253 BUSINESS ADDRESS: STREET 1: 6855 W. 65TH ST. CITY: CHICAGO STATE: IL ZIP: 60638 BUSINESS PHONE: 7084964200 FORMER COMPANY: FORMER CONFORMED NAME: ENVIRODYNE INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MGN INC DATE OF NAME CHANGE: 19790425 S-8 1 S-8 VISKASE CO, INC. '99 PARALLEL NONQUAL.SVG PLAN SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ________________________________ FORM S-8 REGISTRATION STATEMENT Under the Securities Act of 1933 ________________________________ Viskase Companies, Inc. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 95-2677354 - -------------------------------- --------------------- (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 6855 W. 65th Street Chicago, Illinois 60638 ---------------------------------------- (Address of Principal Executive Offices) Viskase Companies, Inc. 1999 Parallel Nonqualified Savings Plan As Amended and Restated --------------------------------------- (Full Title of the Plan) Kimberly K. Duttlinger Copies to: Associate General Counsel J. Craig Walker Viskase Companies, Inc. Bell, Boyd & Lloyd 6855 W. 65th Street Three First National Plaza Chicago, Illinois 60638 Chicago, Illinois 60602 (708) 496-4200 (312) 372-1121 (Name, Address and Telephone Number of Agents for Service) ________________________________ CALCULATION OF REGISTRATION FEE CALCULATION OF REGISTRATION FEE - -----------------------------------------------------------------------------------------------------------
Proposed Proposed Title of Securities Amount to be maximum offering maximum aggregate Amount of to be registered registered (1) price per share offering price registration fee - ---------------------------- ----------------- ----------------- ----------------- ---------------- Common Stock, par value $.01 per share 1,000,000 shares $ (1) $ (1) $420.75 Common Stock Purchase Rights 1,000,000 --(2) --(2) --(2) =========================================================================================================== (1) Estimated solely for the purpose of calculating the registration fee and, pursuant to Rules 457(h)(1) and 457(c) under the Securities Act of 1933, based upon the average of the bid and ask prices of the Common Stock of the Registrant on The OTC Bulletin Board on March 28, 2000. (2) Rights are initially carried and traded with the Common Stock of the Registrant. Value attributable to such rights, if any, is reflected in the market price of the Common Stock. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. Not required to be included herewith. Item 2. Registrant Information and Employee Plan Annual Information. Not required to be included herewith. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. We, Viskase Companies, Inc. (the "Company"), are filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the "Commission") to register shares of our common stock, par value $.01 per share. We incorporate by reference the following documents in this Registration Statement: (a) The Company's annual report on Form 10-K for the fiscal year ended December 31, 1998 (File No. 0-5485); (b) The Company's quarterly reports on Form 10-Q for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999 (File No. 0-5485); (c) The Company's current reports on Form 8-K dated February 4, 1999, May 13, 1999, July 6, 1999, January 17, 2000 and February 23, 2000 (File No. 0-5485); (d) The description of the Company's common stock set forth under the caption "Description of Capital Stock -- Common Stock", which is contained in the Registration Statement on Form 8-A filed with the Commission on November 12, 1993 under the Exchange Act, including any subsequent amendment or any report filed for the purpose of updating such description (File No. 0-5485); and (e) The description of the Company's common stock purchase rights, which is contained in the Registration Statement filed with the Commission on June 26, 1996 under the Exchange Act, including any subsequent amendment or any report filed for the purpose of updating such description (File No. 0-5485). Incorporation by reference means that we are making the documents listed above a part of this Registration Statement by referring to them and declaring that you should consider them to be part of this Registration Statement as if they were fully copied in this Registration Statement. We also incorporate by reference all documents we subsequently file under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, before we file a post-effective amendment to indicate that all shares of common stock offered by this Registration Statement have been sold or to deregister all the shares then remaining unsold. For purposes of this Registration Statement, you should consider any statement contained in a document incorporated by reference in this Registration Statement to be modified or superseded to the extent that a statement contained in this Registration Statement or in any other subsequently filed document which also is incorporated by reference in this Registration Statement modifies or replaces such statement. You should not consider any statement so modified or superseded, except as so modified or superseded, to be a part of this Registration Statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. The Company's Amended and Restated Certificate of Incorporation, as amended, provides that, in accordance with Section 102(b)(7) of the General Corporation Law of the State of Delaware (the "DGCL"), a director of the Company will not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) unlawful payment of dividends under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. It further provides that if the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company will be eliminated or limited to the fullest extent permitted by the DGCL as so amended. The Company's Amended and Restated Certificate of Incorporation, as amended, provides indemnification for directors or officers to the fullest extent permitted by the DGCL. The Company's By-laws permit the Company to insure its directors, officers, employees or agents against certain liabilities without regard to whether they may be indemnified under Delaware law. Reference is made to Section 145 of the DGCL which provides for indemnification of directors and officers in certain circumstances. Section 145 of the DGCL provides for indemnification by a Delaware corporation of its directors, officers, employees and other agents against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than derivative actions which are by or in the right of the corporation) if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was illegal. A similar standard of care is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorney's fees) incurred in connection with defense or settlement of such an action and court approval is required before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action referred to above or in defense of any claim, issue or matter therein, such representative shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred in connection therewith. Item 7. Exemption From Registration Claimed. Not applicable. Item 8. Exhibits. The Exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index. Item 9. Undertakings. (a) The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this 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 Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 bona fide offering ---- ---- thereof. (c)-(g) Not applicable. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 of 1933 and will be governed by the final adjudication of such issue. (i)-(j) Not applicable. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company 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 Chicago, State of Illinois, on March 29, 2000. VISKASE COMPANIES, INC. By /s/ F. Edward Gustafson -------------------------- F. Edward Gustafson President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby appoints Kimberly K. Duttlinger his or her true and lawful attorney-in-fact, with power to act with or without the other and with full power of substitution and resubstitution, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys- in-fact and agents 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue thereof. /s/ F. Edward Gustafson ) - ----------------------- ) F. Edward Gustafson Chairman, Chief Executive ) March 29, 2000 Officer and President ) (Principal Executive ) Officer) ) ) ) /s/ Gordon S. Donovan ) - ----------------------- ) Gordon S. Donovan Vice President, Chief ) March 29, 2000 Financial Officer, ) Treasurer and ) Assistant Secretary ) (Principal Financial and ) Accounting Officer) ) ) ) /s/ Robert N. Dangremond ) - ------------------------ ) Robert N. Dangremond Director ) March 29, 2000 ) ) /s/ Avram A. Glazer ) - ----------------------- ) Avram A. Glazer Director ) March 29, 2000 ) ) /s/ Malcolm I. Glazer ) - ----------------------- ) Malcolm I. Glazer Director ) March 29, 2000 ) ) /s/ Gregory R. Page ) - ----------------------- Gregory R. Page Director ) March 29, 2000 ) ) (Being the principal executive officer, the principal financial and accounting officer and a majority of the directors of Viskase Companies, Inc.) Exhibit Index The following are filed as part of this Registration Statement. Exhibit Number Description of Document -------------- ----------------------- 4.1 Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to Form 8-K filed under the Exchange Act, File No. 0-5485). 4.2 By-laws of the Company (incorporated by reference to Exhibit 3.1 to Form 8-K filed under the Exchange Act, File No. 0-5485). 4.3 Rights Agreement dated as of June 26, 1996 between the Company and Harris Trust and Savings Bank, as rights agent, together with the specimen certificate representing common stock purchase rights attached as Exhibit A thereto (incorporated herein by reference to Exhibit 1 of the Company's Registration Statement on Form 8-A filed under the Exchange Act, File No. 0-5485). 4.4 Viskase Companies, Inc. 1999 Parallel Non- Qualified Savings Plan (incorporated herein by reference to Exhibit 10.35 to Form 10-Q for the fiscal quarter ended June 27, 1991 filed August 12, 1991). 4.5 * Amendment to Viskase Companies, Inc. 1999 Parallel Nonqualified Savings Plan. 5 * Opinion of Kimberly K. Duttlinger. 23.1 * Consent of PricewaterhouseCoopers LLP. 23.2 * Consent of Kimberly K. Duttlinger (included in Exhibit 5). 24 * Powers of Attorney (reference is made to the Signatures section of this Registration Statement for the Power of Attorney contained therein). - ------------------------------ * Filed herewith.
EX-5.0 2 EXHIBIT 5.0 March 29, 2000 Viskase Companies, Inc. 6855 W. 65th Street Chicago, Illinois 60638 Re: Viskase Companies, Inc. 1,000,000 Shares of Common Stock, par value $.01 pr share --------------------------------------------------------- This opinion of counsel is provided in my capacity as Associate General Counsel of Viskase Companies, Inc. ("Viskase"), a Delaware corporation. I refer to the Registration Statement on Form S-8 (the "Registration Statement") being filed by Viskase with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of 1,000,000 shares of common stock, par value $.01 per share (the "Shares"), of Viskase, together with 1,000,000 common stock purchase rights (the "Rights") associated therewith, to be issued under the 1999 Parallel Nonqualified Savings Plan (the "Plan"). The terms of the Rights are set forth in the Rights Agreement dated as of June 26, 1996 (the "Rights Agreement") between the Company and Harris Trust and Savings Bank, as Rights Agent. I am familiar with the corporate proceedings to date with respect to the proposed issuance and sale of the Shares and the Rights and have examined such records, documents and questions of law, and satisfied myself as to such matters of fact, as I have considered relevant and necessary as a basis for this opinion. Based on the foregoing, I am of the opinion that: Viskase is duly incorporated and validly existing in good standing under the laws of the State of Delaware. All Shares as may be issued in accordance with the terms of the Plan will, upon such issuance, be validly issued, fully paid and non-assessable shares of Viskase. The Rights associated with the Shares referred to in paragraph 2 will be legally issued when (i) such Rights have been duly issued in accordance with the terms of the Rights Agreement and (ii) the associated Shares have been duly issued and paid for as set forth in paragraph 2. The opinion is limited to the General Corporation Law of the State of Delaware and the laws of the United States of America. I do not find it necessary for the purposes of this opinion to cover, and accordingly I express no opinion as to, the application of the securities or blue sky laws of the various states to the issuance and sale of the Shares. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to all references to myself included in or made a part of the Registration Statement. In giving this consent, I do not admit that I am within the category of persons whose consent is required by Section 7 of the Securities Act of 1933. Sincerely yours, /s/ Kimberly K. Duttlinger - ---------------------------- Kimberly K. Duttlinger Associate General Counsel EX-23.1 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors Viskase Companies, Inc. We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 15, 1999 except as to the information presented in Note 25, for which the date is June 15, 1999 relating to the financial statements and financial statement schedules of Viskase Companies, Inc., and our report dated April 15, 1999 except for the information presented in Note 18, for which the date is June 15, 1999 relating to the financial statements and financial schedules of Viskase Holding Corporation, which appears in Viskase Companies, Inc.'s Annual Report on Form 10-k for the year ended December 31, 1998. PricewaterhouseCoopers LLP Chicago, Illinois March 29, 2000 EX-4.5 4 EXHIBIT 4.5 AMENDMENT TO VISKASE COMPANIES, INC. PARALLEL NONQUALIFIED SAVINGS PLAN The Viskase Companies, Inc. Parallel Nonqualified Savings Plan (the "Plan") was originally established by Viskase Companies, Inc. (the "Company"), under its prior name of Envirodyne Industries, Inc., effective January 1, 1987. The Plan permits certain key executives of the Company to elect to defer a portion of their compensation, and to receive additional employer contributions, in excess of the amounts permitted under the Company's tax qualified retirement plan. Each executive who participates in the Plan has an Employee Contribution Account and a Supplemental Benefit Account, to which amounts of deferred compensation and additional employer contributions, respectively, are credited. Under the current terms of the Plan, each such account is credited with earnings at the rates specified under the Plan. Pursuant to a resolution adopted by the Board of Directors of the Company and approved by the stockholders at the annual meeting held July 29, 1999, participants in the Plan shall be permitted to have the return on a portion of their Plan accounts determined as if such portion had been invested in the Common Stock of the Company, in lieu of being credited with earnings at the rate provided in the Plan. In addition, the resolution authorized the creation of the Viskase Stock Fund, in the form of a grantor trust of the type commonly known as a "rabbi trust", to which the Company will issue up to 1,000,000 shares of Common Stock, which will be used to measure the return on the portion of accounts deemed to be invested in Common Stock, and as a source of distributions to participants upon their termination of employment. In order to reflect the foregoing, and in accordance with the authority reserved by the Board of Directors pursuant to Section 5.01 of the Plan, the Plan is hereby amended as follows: 1. Article I of the Plan is amended by inserting the following definition immediately following the definition of "Plan Year": "STOCK FUND means the Viskase Stock Fund established pursuant to Section 5.05A." 2. Section 3.03 is amended by the addition of a new subsection (c) to read as follows: "(c) In lieu of the provisions of subsections (a) and (b), a Participant may elect, subject to the limitations set forth below, to have all or a portion of his Supplemental Benefit Account or his Employee Contribution Account, or both, adjusted to reflect the earnings, gains, and losses that would have been credited or debited thereto had such portion been invested in the Stock Fund. If a Participant so elects, a separate subaccount of his Supplemental Benefit Account or Employee Contribution Account, or both, shall be established, which shall be credited with the portion of the Participant's accounts specified by the Participant, and shall thereafter be credited with the percentage elected by the Participant of all new contributions pursuant to Section 3.02. Amounts credited to such subaccount shall be treated as invested in Common Stock of the Company at the fair market value of such Common Stock on the date credited to the subaccount, and thereafter shall be adjusted as if actually invested in such number of shares of Common Stock. Participants may also be permitted to transfer amounts into and out of such subaccounts from time to time. The Committee shall establish rules, procedures and limitations governing the treatment of the portion of Participants' accounts deemed to be invested in the Stock Fund, which may limit or restrict the ability of Participants to change elections and to transfer amounts into and out of the Stock Fund; provided, however, that in no event shall the aggregate portion of all Participants' accounts deemed to be invested in the Stock Fund exceed the amount of Common Stock actually authorized for issuance the Stock Fund pursuant to Section 5.05A (and any excess amount, allocated among all Participants in the manner prescribed by the Committee, shall be subject to subsections (a) and (b)); and provided further, that in no event shall any Participant's election be applied retroactively to effect the adjustment of his account prior to the date that such election is received by the Company." 3. A new Section 3.07 is added following Section 3.06, to read as follows: "3.07 DISTRIBUTIONS OF STOCK To the extent that a portion of the Participant's Supplemental Benefit Account or Employee Contribution Account, or both, is allocated to a subaccount treated as invested in the Stock Fund pursuant to Section 3.03(c) at the time a distribution is to be made pursuant to either Section 3.05 or 3.06, there shall be distributed to such Participant or his Beneficiary, unless the Committee otherwise determines, a number of shares of Common Stock equal to the number of whole shares deemed to be held in such subaccount or subaccounts, and cash equal to any fractional shares." 4. A new Section 5.05A is added following Section 5.05, to read as follows: "5.05A STOCK FUND The Company, as grantor, shall establish a grantor trust of the type commonly known as a "rabbi trust", which shall be known as the Viskase Stock Fund (the "Stock Fund"). The Company shall appoint a trustee of the Stock Fund, and shall have the authority to remove and replace the trustee from time to time, and to enter into a trust agreement with such trustee and amend such agreement from time to time, all on such terms as the Committee shall determine. The Company shall transfer shares of Common Stock to the Stock Fund at such time as Participants elect to have a portion of their accounts adjusted as if they were invested in the Stock Fund pursuant to Section 3.03(c). All dividends paid on stock held in the Stock Fund shall be reinvested in Common Stock. If at any time a distribution of Common Stock is to be made to a Participant or his Beneficiary pursuant to Section 3.07, such Common Stock may be distributed out of the Stock Fund, which shall satisfy the Company's obligation pursuant to Section 3.07 to the extent of such distribution. In the event the Company elects to distribute shares of Common Stock directly to such Participant or Beneficiary, or to distribute cash in lieu of shares of Common Stock (other than in lieu of fractional shares), the same number of shares shall be returned from the Stock Fund to the Company. In no event shall the Company be obligated to transfer more than 1,000,000 shares (adjusted appropriately by the Committee in the event of any recapitalization, stock split, stock dividend, or similar transaction) to the Stock Fund, reduced by any shares returned as described in the preceding sentence. Anything else contained herein to the contrary notwithstanding, the Stock Fund shall be subject to the provisions of Section 5.05. The Company shall be the owner of the shares of Common Stock held in the Stock Fund (which shall be subject to the claims of the Company's creditors), and any voting rights shall be exercised by the trustee, subject to the direction of the Company to the extent provided by the trust agreement. The failure of the Company to establish the Stock Fund or to transfer shares of Common Stock to it shall not affect the obligations of the Company under this Plan, and, in the absence of the Stock Fund, the accounts of Participants who elect to have their accounts adjusted as provided under Section3.03(c) shall be adjusted as if the Stock Fund had been established, as determined by the Committee on an equitable basis." 5. The provisions of this amendment are effective July 29, 1999. Except as otherwise specifically provided herein, all provisions of the Plan shall remain in full force and effect. IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of July 29, 1999. VISKASE COMPANIES, INC. By: ________________________ EX-24 5 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kimberly K. Duttlinger his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place, and stead, in any and all capacities, to sign any and all pre- or post- effective amendments to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or their, his/her substitutes, may lawfully do or cause to be done by virtue hereof. SIGNATURE TITLE DATE - ---------------------------- ------------------ --------------- /s/ F. Edward Gustafson Chairman, Chief Executive March 29, 2000 - ----------------------- Officer and President F. Edward Gustafson (Principal Executive Officer) /s/ Gordon S. Donovan Vice President, Chief March 29, 2000 - ----------------------- Financial Officer, Gordon S. Donovan Treasurer and Assistant Secretary (Principal Financial and Accounting Officer) /s/ Robert N. Dangremond Director March 29, 2000 - ------------------------ Robert N. Dangremond /s/ Avram A. Glazer Director March 29, 2000 - ------------------------ Avram A. Glazer /s/ Malcolm I. Glazer Director March 29, 2000 - ------------------------ Malcolm I. Glazer /s/ Gregory R. Page Director March 29, 2000 - ------------------------ Gregory R. Page -----END PRIVACY-ENHANCED MESSAGE-----