EXHIBIT B - POWER-OF-ATTORNEY

-----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, LFRgmbfTv92vFzisZnbX++S1iXEK0OQxrXPcejKzpzDLNndy5/gs4P5aXh2sBa/f HONFcr4udoUagpa5F28OpA== 0000034645-03-000002.txt : 20030102 0000034645-03-000002.hdr.sgml : 20030101 20030102142150 ACCESSION NUMBER: 0000034645-03-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030102 FILED AS OF DATE: 20030102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FARREL CORP CENTRAL INDEX KEY: 0000034645 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 222689245 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19703 FILM NUMBER: 03500612 BUSINESS ADDRESS: STREET 1: 25 MAIN STREET CITY: ANSONIA STATE: CT ZIP: 06401-1601 BUSINESS PHONE: 2037365500 REPORTING-OWNER: COMPANY DATA: COMPANY CONFORMED NAME: FARREL CORP CENTRAL INDEX KEY: 0000034645 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] RELATIONSHIP: DIRECTOR IRS NUMBER: 222689245 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 BUSINESS ADDRESS: STREET 1: 25 MAIN STREET CITY: ANSONIA STATE: CT ZIP: 06401-1601 BUSINESS PHONE: 2037365500 4 1 shaioform.txt U.S SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Company Act of 1940 [_] Check Box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instructions 1(b). - ----------------------------------------------------------------- 1. Name and Address of Reporting Person* (If the Form is filed by more than one Reporting Person, see Instruction 4(b)(v)) Shaio Alberto - ----------------------------------------------------------------- (Last) (First) (Middle) c/o Farrel Corporation, 25 Main Street - ----------------------------------------------------------------- (Street) Ansonia CT 06401 - ----------------------------------------------------------------- (City) (State) (Zip) - ----------------------------------------------------------------- 2. Issuer Name and Ticker or Trading Symbol Farrel Corporation (FARL.OB) - ----------------------------------------------------------------- 3. IRS Identification Number of Reporting Pesron, if an Entity (Voluntary) - ----------------------------------------------------------------- 4. Statement for Month/Day/Year 01/02/03 - ----------------------------------------------------------------- 5. If Amendment, Date of Original (Month/Day/Year) - ----------------------------------------------------------------- 6. Relationship of Reporting Person to Issuer (Check all applicable) [X] Director [_] 10% Owner [X] Officer (give title below) [_] Other (specify below) Senior Vice President of Sales and Marketing - ----------------------------------------------------------- 7. Individual or Joint/Group Filing (Check applicable line) [X] Form filed by one Reporting Person [_] From Filed by more than one Reporting Person - ----------------------------------------------------------- =========================================================== Table I-- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned ===========================================================

FORM 4 (continued) ============================================================================= Table II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF OR BENEFICIALLY OWNED (e.g., puts, calls, warrants, options, convertible securities) =============================================================================

Explanation of Responses: /s/ Alberto Shaio 01/02/03 - --------------------------------- ------------------ **Signature of Reporting Person Date (by James L. Burns per Power of Attorney) * Attached is Exhibit B, the duly authorized Power of Attorney of the Reporting Person. ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C 1001 and 15 U.S.C 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for proceedure. EX-1 3 exhibitb.txt EXHIBIT B - POWER-OF-ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of James L. Burns and Walter C. Lazarcheck, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Farrel Corporation (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (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 any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. 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 granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or suchattorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by the 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, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of December, 2002. /s/ Alberto Shaio --------------------- By: Alberto Shaio -----END PRIVACY-ENHANCED MESSAGE-----