-----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, MN/RjBh4KOIwdhnO6uZHXabIg4UbN7rzKUqy6wM2n2Cfd0d9SV7iu6Llhzt6rOUS 7BkWvdFnIbZBw3UXctH3CA== 0001017062-97-000014.txt : 19970113 0001017062-97-000014.hdr.sgml : 19970113 ACCESSION NUMBER: 0001017062-97-000014 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970110 EFFECTIVENESS DATE: 19970110 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALCOMP TECHNOLOGY INC CENTRAL INDEX KEY: 0000818470 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 060888312 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-19533 FILM NUMBER: 97504030 BUSINESS ADDRESS: STREET 1: 8500 CAMERON ROAD CITY: AUSTIN STATE: TX ZIP: 78754-3999 BUSINESS PHONE: 5128731540 MAIL ADDRESS: STREET 1: 60 SILVERMINE ROAD CITY: SEYMOUR STATE: CT ZIP: 06483 FORMER COMPANY: FORMER CONFORMED NAME: SUMMAGRAPHICS CORP DATE OF NAME CHANGE: 19920703 S-8 1 S-8 DATED 01/10/97 As filed with the Securities and Exchange Commission on January 10, 1997 Registration No. __________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________ CALCOMP TECHNOLOGY, INC. (Exact Name of Issuer as Specified in Its Charter) DELAWARE 06-0888312 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 2411 WEST LA PALMA AVENUE ANAHEIM, CALIFORNIA 92803 (714) 821-2000 (Address and Telephone Number of Principal Executive Offices) ______________________ CALCOMP TECHNOLOGY, INC. 1996 STOCK OPTION PLAN FOR KEY EMPLOYEES (Full Title of the Plan) _____________________ WILLIAM F. PORTER 2411 WEST LA PALMA AVENUE ANAHEIM, CALIFORNIA 92803 (714) 821-2000 (Name, Address and Telephone Number, including Area Code, of Agent For Service)
================================================================================================= CALCULATION OF REGISTRATION FEE ================================================================================================= TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE REGISTRATION PER SHARE(1) OFFERING PRICE FEE - ------------------------------------------------------------------------------------------------- Common Stock, par value 2,000,000 $2.72 $5,440,000 $1,649 $.01 per share.......... =================================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) and based on the average of the high and low sales prices of the Common Stock of CalComp Technology, Inc. on January 6, 1997. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, which have been previously filed by CalComp Technology, Inc. ("Company") with the Securities and Exchange Commission ("Commission"), are hereby incorporated herein by reference: (a) the Company's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"); (b) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above; and (c) the description of the Company's Common Stock which is contained in the registration statement filed by the Company under 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 Company pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act prior to the filing of a post- effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all such securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Delaware General Corporation Law (the "DGCL"), as presently in effect, provides that a director, officer, employee or other agent ("Agent") of a corporation (i) must be indemnified by the corporation for all expenses incurred by him (including attorneys' fees) when he is successful on the merits or otherwise in defense of any proceeding brought by reason of the fact that he is or was an Agent of the corporation ("Proceeding"), (ii) may be indemnified by the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement of any Proceeding (other than a Proceeding by or in the right of the corporation) even if he is not successful on the merits if he acted in good faith and in a manner he reasonably believed 2 to be in or not opposed to the best interests of the corporation (and, in the case of a criminal proceeding, had no reasonable cause to believe his conduct was unlawful), and (iii) may be indemnified by the corporation for expenses (including attorneys' fees) incurred by him in the defense of a Proceeding brought by or in the right of the corporation even if he is not successful on the merits, 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, provided that no indemnification may be made under the circumstances described in clause (iii) if the Agent is adjudged liable to the corporation, unless a court determines that, despite the adjudication of liability but in view of all of the circumstances, he is fairly and reasonably entitled to indemnification for the expenses which the court shall deem proper. The indemnification described in clauses (ii) and (iii) above (unless ordered by a court) may be made only as authorized in the specific case upon a determination by (i) a majority of a quorum of disinterested directors, (ii) independent legal counsel in a written opinion, or (iii) the stockholders, that indemnification is proper in the circumstances because the applicable standard of conduct has been met. Expenses incurred by an officer or director in defending a Proceeding may be advanced by the corporation prior to the final disposition of the Proceeding upon receipt of an undertaking by or on behalf of the person to repay the advance if it is ultimately determined that he or she is not entitled to be indemnified by the corporation. Expenses incurred by other employees and agents may be advanced by the corporation upon terms and conditions deemed appropriate by the board of directors. The Company's Certificate of Incorporation provides that the Company shall indemnify and hold harmless, to the fullest extent permitted by the DGCL, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Company or is or was serving at the request of the Company as a director or officer of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans (an "indemnitee"), against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such indemnitee. The Company is required to indemnify an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if the initiation of such proceeding (or part thereof) by the indemnitee was authorized by the Board of Directors of the Company. In addition, the Company's Certificate of Incorporation limits the liability of directors for monetary damages in connection with a breach of fiduciary duty to the fullest extent permitted by the DGCL. The Company's Bylaws generally require the Company to indemnify, as well as to advance expenses, to its directors and its officers, employees and other agents to the fullest extent permitted by the DGCL as the same exists or may hereafter be amended. The Company, through its majority shareholder, maintains liability insurance for its directors and officers covering, subject to certain exceptions, any actual or alleged negligent act, error, omission, misstatement, misleading statement, neglect or breach of duty by such directors or officers, individually or collectively, in the discharge of their duties in their capacity as directors and officers of the Company. 3 Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, ("1933 Act") may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 Act and is therefore unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS 5.1 Opinion of Hewitt & McGuire, LLP 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Ernst & Young LLP 23.3 Consent of Hewitt & McGuire, LLP (included in Exhibit 5.1) 24.1 Power of Attorney ITEM 9. UNDERTAKINGS The undersigned Registrant 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 1933 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of the securities offered (if the total value of securities offered would not exceed that which is registered) and any deviation from the low or high and 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 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 the registration statement or any material change to such information in the registration statement. 4 Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. That, for purposes of determining any liability under the 1933 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 the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Anaheim, State of California, on January 10, 1997. CALCOMP TECHNOLOGY, INC., a Delaware corporation By: /s/ GARY R. LONG ------------------------ Gary R. Long President and Chief Executive Officer 6 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.
Signature Title Date --------- ----- ---- * Chairman of the Board January 10, 1997 - -------------------------------- Peter B. Teets * Chief Executive Officer (principal January 10, 1997 - -------------------------------- executive officer), President and Gary R. Long Director * Senior Vice President, Chief January 10, 1997 - -------------------------------- Financial Officer and Treasurer John J. Millerick (principal accounting and financial officer) * Director January 10, 1997 - -------------------------------- Gary P. Mann * Director January 10, 1997 - -------------------------------- Terry F. Powell * Director January 10, 1997 - -------------------------------- Gerald W. Schaefer * Director January 10, 1997 - -------------------------------- Neil A. Knox * Director January 10, 1997 - -------------------------------- Kenneth R. Ratcliffe /s/ WILLIAM F. PORTER, JR. January 10, 1997 - -------------------------------- * William F. Porter, Jr. Attorney-in-Fact
7 EXHIBIT INDEX -------------
Exhibit Number Exhibit - -------------- ------- 5.1 Opinion of Hewitt & McGuire, LLP 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Ernst & Young LLP 23.3 Consent of Hewitt & McGuire, LLP (included in Exhibit 5.1) 24.1 Powers of Attorney
8 EX-5.1 2 OPINION - HEWITT & MCGUIRE, LLP EXHIBIT 5.1 [LETTERHEAD OF HEWITT & MCGUIRE, LLP] January 10, 1997 CalComp Technology, Inc. 2411 W. La Palma Avenue Anaheim, CA 92803 Re: Form S-8 Registration Statement ------------------------------- Gentlemen: We have acted as your legal counsel in the preparation of the Form S-8 Registration Statement ("Registration Statement") which will be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 2,000,000 shares of common stock, $.01 par value, ("Common Stock") of CalComp Technology, Inc., a Delaware corporation, ("Company") issuable upon exercise of the stock options granted pursuant to CalComp Technology, Inc.'s 1996 Stock Option Plan for Key Employees. As such legal counsel, we have made such legal and factual inquiries as we deemed necessary under the circumstances for the purpose of rendering this opinion. In reliance thereon, we are of the opinion that the 2,000,000 shares of Common Stock of the Company being registered under the aforementioned Registration Statement will, when issued in full pursuant to the options granted and exercised in accordance with the terms of the stock option plan and related stock option agreements, be duly authorized and validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the aforementioned Registration Statement. Sincerely, HEWITT & MCGUIRE, LLP PAR/CSE/dcw EX-23.1 3 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.1 Independent Auditors' Consent The Board of Directors CalComp Technology, Inc. We consent to the incorporation by reference in this Registration Statement on Form S-8, pertaining to the CalComp Technology, Inc. 1996 Stock Option Plan for Key Employees, of our report, dated June 27, 1995, except as to notes 5 and 9 which are as of September 20, 1995, on the consolidated balance sheet of CalComp Technology, Inc. (formerly Summagraphics Corporation) as of May 31, 1995, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the two-year period ending May 31, 1995, appearing in the Annual Report on Form 10-K for CalComp Technology, Inc. for the year ended May 31, 1996. KPMG PEAT MARWICK LLP Austin, Texas January 3, 1997 EX-23.2 4 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.2 Consent of Ernst & Young LLP We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the CalComp Technology, Inc. 1996 Stock Option Plan for Key Employees, of our report dated February 15, 1996 (except for the first paragraph of Note 1, as to which the date is May 15, 1996) with respect to the consolidated financial statements of CalComp, Inc. included in the proxy statement dated June 24, 1996 of Summagraphics Corporation, the predecessor entity prior to the merger of Summagraphics Corporation and CalComp, Inc. on July 23, 1996, filed with the Securities and Exchange Commission. We also consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the CalComp Technology, Inc. 1996 Stock Option Plan for Key Employees, of our report dated August 23, 1996, with respect to the consolidated financial statements of CalComp Technology, Inc. (formerly Summagraphics Corporation) included in its Annual Report (Form 10-K) for the year ended May 31, 1996, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Orange County, California January 7, 1997 EX-24.1 5 POWER OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY CALCOMP TECHNOLOGY, INC. The undersigned hereby constitutes and appoints Gary R. Long and William F. Porter, Jr., and each of them, his lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 relating to The CalComp Technology, Inc. 1996 Stock Option Plan for Key Employees and amendments thereto (including post- effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act of 1933, as amended, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof. /s/ PETER B. TEETS August 7, 1996 -------------------------- Peter B. Teets Chairman of the Board Page 1 of 8 Pages EXHIBIT 24.1 POWER OF ATTORNEY CALCOMP TECHNOLOGY, INC. The undersigned hereby constitutes and appoints Gary R. Long and William F. Porter, Jr., and each of them, his lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 relating to The CalComp Technology, Inc. 1996 Stock Option Plan for Key Employees and amendments thereto (including post- effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act of 1933, as amended, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof. /s/ JOHN J. MILLERICK August 14, 1996 ---------------------------------------- John J. Millerick Senior Vice President, Chief Financial Officer and Treasurer (Principal Accounting Officer and Principal Financial Officer) Page 2 of 8 Pages EXHIBIT 24.1 POWER OF ATTORNEY CALCOMP TECHNOLOGY, INC. The undersigned hereby constitutes and appoints Gary R. Long and William F. Porter, Jr., and each of them, his lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 relating to The CalComp Technology, Inc. 1996 Stock Option Plan for Key Employees and amendments thereto (including post- effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act of 1933, as amended, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof. /s/ GARY R. LONG August 7, 1996 ---------------------------- Gary R. Long Director and President and Chief Executive Officer Page 3 of 8 Pages EXHIBIT 24.1 POWER OF ATTORNEY CALCOMP TECHNOLOGY, INC. The undersigned hereby constitutes and appoints Gary R. Long and William F. Porter, Jr., and each of them, his lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 relating to The CalComp Technology, Inc. 1996 Stock Option Plan for Key Employees and amendments thereto (including post- effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act of 1933, as amended, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof. /s/ GARY P. MANN August 7, 1996 --------------- Gary P. Mann Director Page 4 of 8 Pages EXHIBIT 24.1 POWER OF ATTORNEY CALCOMP TECHNOLOGY, INC. The undersigned hereby constitutes and appoints Gary R. Long and William F. Porter, Jr., and each of them, his lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 relating to The CalComp Technology, Inc. 1996 Stock Option Plan for Key Employees and amendments thereto (including post- effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act of 1933, as amended, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof. /s/ TERRY F. POWELL August 7, 1996 ----------------- Terry F. Powell Director Page 5 of 8 Pages EXHIBIT 24.1 POWER OF ATTORNEY CALCOMP TECHNOLOGY, INC. The undersigned hereby constitutes and appoints Gary R. Long and William F. Porter, Jr., and each of them, his lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 relating to The CalComp Technology, Inc. 1996 Stock Option Plan for Key Employees and amendments thereto (including post- effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act of 1933, as amended, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof. /s/ GERALD W. SCHAEFER August 7, 1996 -------------------- Gerald W. Schaefer Director Page 6 of 8 Pages EXHIBIT 24.1 POWER OF ATTORNEY CALCOMP TECHNOLOGY, INC. The undersigned hereby constitutes and appoints Gary R. Long and William F. Porter, Jr., and each of them, his lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 relating to The CalComp Technology, Inc. 1996 Stock Option Plan for Key Employees and amendments thereto (including post- effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act of 1933, as amended, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof. /s/ NEIL A. KNOX August 7, 1996 -------------- Neil A. Knox Director Page 7 of 8 Pages EXHIBIT 24.1 POWER OF ATTORNEY CALCOMP TECHNOLOGY, INC. The undersigned hereby constitutes and appoints Gary R. Long and William F. Porter, Jr., and each of them, his lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, including, but not limited to, that listed below, to execute and file, or cause to be filed, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (hereinafter referred to as the "Commission") one or more registration statements on Form S-8 relating to The CalComp Technology, Inc. 1996 Stock Option Plan for Key Employees and amendments thereto (including post- effective amendments), and all matters required by the Commission in connection with such registration statements under the Securities Act of 1933, as amended, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof. /s/ KENNETH R. RATCLIFFE August 7, 1996 ---------------------- Kenneth R. Ratcliffe Director Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----