-----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, HzTR5MPZl4q6R9obgym5MFAqxwVvHv4pzs3DSSjWDkx5jVvso6913Gknri55hfzX 4f2tOqDO9/a4lCYhu+SoQg== 0000950124-98-005363.txt : 19981001 0000950124-98-005363.hdr.sgml : 19981001 ACCESSION NUMBER: 0000950124-98-005363 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19980930 EFFECTIVENESS DATE: 19980930 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERCEPTRON INC/MI CENTRAL INDEX KEY: 0000887226 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 382381442 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-65001 FILM NUMBER: 98718743 BUSINESS ADDRESS: STREET 1: PERCEPTRON INC STREET 2: 47827 HALYARD DR CITY: PLYMOUTH STATE: MI ZIP: 48170-2461 BUSINESS PHONE: 3134144816 MAIL ADDRESS: STREET 1: PERCEPTRON INC STREET 2: 47827 HALYARD DRIVE CITY: PLYMOUTH STATE: MI ZIP: 48170-2461 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on September 30, 1998 Registration No. 33-____________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under the Securities Act of 1933 PERCEPTRON, INC. (Exact name of registrant as specified in its charter) Michigan 38-2381442 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 47827 Halyard Drive, Plymouth, Michigan 48170 (734) 414-6100 (Address, including zip code, and telephone number, including area code, of registrant's Principal Executive Office) Perceptron, Inc. 1992 Stock Option Plan (Full Title of the Plan) JOHN G. ZIMMERMAN, Vice President Perceptron, Inc. 47827 Halyard Drive, Plymouth, Michigan 48170 (734) 414-6100 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies of all communications to: THOMAS S. VAUGHN Dykema Gossett PLLC 400 Renaissance Center Detroit, Michigan 48243-1668 (313) 568-6524 CALCULATION OF REGISTRATION FEE
- ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Title of Proposed Maximum Proposed Amount of Securities to Amount to be Offering Maximum Aggregate Registration be Registered Registered Price Per Share* Offering Price** Fee - ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Common Stock 558,357 shares** $6.625 $3,699,115.13 $1,091.24 $.01 par value - ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
* Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low sale prices on the Nasdaq Stock Market on September 24, 1998, in accordance with Rule 457(h). ** The number of shares may be adjusted to prevent dilution from stock splits, stock dividends and similar transactions. This Registration Statement shall cover any such additional shares in accordance with Rule 416(a). ================================================================================ 2 Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by Perceptron, Inc. (the "Company") with the Securities and Exchange Commission ("SEC") are incorporated herein by reference: The contents of Registration Statement on Form S-8, file No. 33-63664, filed June 1, 1993, registering 142,857 shares of Common Stock of the Company, par value $.01 per share, to be issued pursuant to the Company's 1992 Stock Option Plan, the contents of Registration Statement on Form S-8, file No. 33-85656, filed October 25, 1994, registering 850,000 shares of Common Stock of the Company, par value $.01 per share, to be issued pursuant to the Company's 1992 Stock Option Plan and the contents of Registration Statement on Form S-8, file No. 33-00446, filed on January 22, 1996, registering 75,000 shares of Common Stock of the Company, par value $.01 per share, to be issued pursuant to the Company's 1992 Stock Option Plan. Item 8. EXHIBITS The following exhibits are filed with this registration statement: 4 Instruments Defining the Rights of Securities Holders. 4.1 Articles IV, V and VI of the Company's Restated Articles of Incorporation are incorporated herein by reference to Exhibit 3.1 of the Company's Report on Form 10-Q for the Quarter Ended June 30, 1998. 4.2 Articles I, II, III, VI, VII, X and XI of the Company's Bylaws are incorporated herein by reference to Exhibit 19 of the Company's Report on Form 10-Q for the Quarter Ended September 30, 1992. 4.3 Form of certificate representing Rights (included as Exhibit B to the Rights Agreement filed as Exhibit 4.5) is incorporated herein by reference to Exhibit 2 of the Company's Report on Form 8-K filed March 24, 1998. Pursuant to the Rights Agreement, Rights Certificates will not be mailed until after the earlier of (i) the tenth business day after the Shares Acquisition Date (or, if the tenth day after the Shares Acquisition Date occurs before the Record Date) (or, if such Shares Acquisition Date results from the consummation of a Permitted Offer, such later date as may be determined before the Distribution Date, by action of the Board of Directors, with the concurrence of a majority of the Continuing Directors), or (ii) the tenth business day (or such later date as may be determined by the Board of Directors, with the concurrence of a majority of the Continuing Directors, prior to such time as any person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent to commence, a tender or exchange offer by any person or group of affiliated or associated persons (other than the Company or certain entities affiliated with or associated with the Company), other than a tender or exchange offer that is determined before the Distribution Date to be a Permitted Offer, if, upon consummation thereof, such person or group of affiliated or associated persons would be the beneficial owner of 15% or more of such outstanding shares of Common Stock. 4.4 Rights Agreement, dated as of March 24, 1998, between Perceptron, Inc. and American Stock Transfer & Trust Company, as Rights Agent, is incorporated herein by reference to Exhibit 2 of the Company's Report on Form 8-K filed March 24, 1998. 5 Opinion of Dykema Gossett PLLC with respect to the legality of the Common Stock to be registered hereunder. 2 3 23.1 Consent of PricewaterhouseCoopers. 23.2 Consent of Dykema Gossett PLLC (contained in Exhibit 5). 24.1 Power of Attorney of Alfred A. Pease. 24.2 Power of Attorney of David J. Beattie. 24.3 Power of Attorney of Philip J. DeCocco. 24.4 Power of Attorney of Robert S. Oswald. 24.5 Power of Attorney of Harry T. Rein. 24.6 Power of Attorney of Louis R. Ross. 24.7 Power of Attorney of Terryll R. Smith. 99.1 Amended and Restated Perceptron, Inc. 1992 Stock Option Plan is incorporated herein by reference to Exhibit 10.53 to the Company's Report on Form 10-Q for the Quarter Ended September 30, 1996. 99.2 First Amendment to the Amended and Restated Perceptron, Inc. 1992 Stock Option Plan is incorporated herein by reference to Exhibit 10.39 to the Company's Report on Form 10-Q for the Quarter Ended March 31, 1997. 99.3 Forms of Stock Option Agreements under 1992 Stock Option Plan, (Team Members and Officers) prior to February 9, 1995, are incorporated herein by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K for the Year Ended December 31, 1993. 99.4 Forms of Master Amendments to Stock Option Agreements (Team Members and Officers) under 1992 Stock Option Plan, prior to February 9, 1995 are incorporated herein by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the Year Ended December 31, 1994. 99.5 Forms of Incentive Stock Option Agreements (Team Members and Officers) under 1992 Stock Option Plan after February 9, 1995 are incorporated herein by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the Year Ended December 31, 1994. 99.6 Forms of Incentive Stock Option Agreements (Team Members and Officers) and Non-Qualified Stock Option Agreements under 1992 Stock Option Plan after January 1, 1997, and Amendments to Existing Agreements under the 1992 Stock Option Plan are incorporated herein by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the Year Ended December 31, 1996. 3 4 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 Plymouth, State of Michigan on September 28, 1998. PERCEPTRON, INC. By: /s/ Alfred A. Pease ------------------------------------------ Alfred A. Pease Its: President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the indicated capacities as of September 28, 1998.
Signature Title /s/ Alfred A. Pease - ---------------------------- President, Chief Executive Officer, Chairman of the Alfred A. Pease Board and Director (Principal Executive Officer) /s/ John G. Zimmerman - ---------------------------- Vice President and Chief Financial Officer John G. Zimmerman (Principal Financial Officer) /s/ Sylvia M. Smith - ---------------------------- Controller (Principal Accounting Officer) Sylvia M. Smith - ---------------------------- Director David J. Beattie - ---------------------------- Director Philip J. DeCocco * - ---------------------------- Director Robert S. Oswald * - ---------------------------- Director Harry T. Rein * - ---------------------------- Director Louis R. Ross
4 5 * - ---------------------------- Terryll R. Smith Director *By:/s/ Thomas S. Vaughn ------------------------- Thomas S. Vaughn Attorney-in-Fact 5 6 INDEX TO EXHIBITS Number Description 4 Instruments Defining the Rights of Securities Holders. 4.1 Articles IV, V and VI of the Company's Restated Articles of Incorporation are incorporated herein by reference to Exhibit 3.1 of the Company's Report on Form 10-Q for the Quarter Ended June 30, 1998. 4.2 Articles I, II, III, VI, VII, X and XI of the Company's Bylaws are incorporated herein by reference to Exhibit 19 of the Company's Report on Form 10-Q for the Quarter Ended September 30, 1992. 4.3 Form of certificate representing Rights (included as Exhibit B to the Rights Agreement filed as Exhibit 4.5) is incorporated herein by reference to Exhibit 2 to the Company's Report on Form 8-K filed March 24, 1998. Pursuant to the Rights Agreement, Rights Certificates will not be mailed until after the earlier of (i) the tenth business day after the Shares Acquisition Date (or, if the tenth day after the Shares Acquisition Date occurs before the Record Date) (or, if such Shares Acquisition Date results from the consummation of a Permitted Offer, such later date as may be determined before the Distribution Date, by action of the Board of Directors, with the concurrence of a majority of the Continuing Directors), or (ii) the tenth business day (or such later date as may be determined by the Board of Directors, with the concurrence of a majority of the Continuing Directors, prior to such time as any person becomes an Acquiring Person) after the date of the commencement of, or first public announcement of the intent to commence, a tender or exchange offer by any person or group of affiliated or associated persons (other than the Company or certain entities affiliated with or associated with the Company), other than a tender or exchange offer that is determined before the Distribution Date to be a Permitted Offer, if, upon consummation thereof, such person or group of affiliated or associated persons would be the beneficial owner of 15% or more of such outstanding shares of Common Stock. 4.4 Rights Agreement, dated as of March 24, 1998, between Perceptron, Inc. and American Stock Transfer & Trust Company, as Rights Agent, is incorporated herein by reference to Exhibit 2 to the Company's Report on Form 8-K filed March 24, 1998. 5 Opinion of Dykema Gossett PLLC with respect to the legality of the Common Stock to be registered hereunder (including consent). 23.1 Consent of PricewaterhouseCoopers. 24.1 Power of Attorney of Alfred A. Pease. 24.2 Power of Attorney of David J. Beattie. 24.3 Power of Attorney of Philip J. DeCocco. 24.4 Power of Attorney of Robert S. Oswald. 24.5 Power of Attorney of Harry T. Rein. 6 7 24.6 Power of Attorney of Louis R. Ross. 24.7 Power of Attorney of Terryll R. Smith. 99.1 Amended and Restated Perceptron, Inc. 1992 Stock Option Plan as incorporated herein by reference to Exhibit 10.53 to the Company's Report on Form 10-Q for the Quarter Ended September 30, 1996. 99.2 First Amendment to the Amended and Restated Perceptron, Inc. 1992 Stock Option Plan is incorporated herein by reference to Exhibit 10.39 to the Company's Report on Form 10-Q for the Quarter Ended March 31, 1997. 99.3 Forms of Stock Option Agreements under 1992 Stock Option Plan, (Team Members and Officers) prior to February 9, 1995, are incorporated herein by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K for the Year Ended December 31, 1993. 99.4 Forms of Master Amendments to Stock Option Agreements (Team Members and Officers) under 1992 Stock Option Plan, prior to February 9, 1995 are incorporated herein by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the Year Ended December 31, 1994. 99.5 Forms of Incentive Stock Option Agreements (Team Members and Officers) under 1992 Stock Option Plan after February 9, 1995 are incorporated herein by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the Year Ended December 31, 1994. 99.6 Forms of Incentive Stock Option Agreements (Team Members and Officers) and Non-Qualified Stock Option Agreements under 1992 Stock Option Plan after January 1, 1997, and Amendments to Existing Agreements under the 1992 Stock Option Plan are incorporated herein by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the Year Ended December 31, 1996. 7 EX-5 2 OPINION OF DYKEMA GOSSETT PLLC 1 [DYKEMA GOSSETT LETTERHEAD] September 30, 1998 EXHIBIT 5 Perceptron, Inc. 47827 Halyard Drive Plymouth, Michigan 48170 Re: 1992 Stock Option Plan Ladies and Gentlemen: We have served as counsel to Perceptron, Inc., a Michigan corporation (the "Company") in connection with the preparation of the Registration Statement (Form S-8) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), providing for the sale by the Company in the manner described in the Registration Statement, of up to 558,357 shares of the Company's Common Stock, $.01 par value per share (the "Common Stock"), under the Company's 1992 Stock Option Plan. We have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. Based upon such examination and our participation in the preparation of the Registration Statement, it is our opinion that the 558,357 shares of Common Stock, when sold in the manner described in the Registration Statement, will be validly issued, fully paid and nonassessable. We consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving such consent, we do not concede that we are experts within the meaning of the Act or the rules or regulations thereunder or that this consent is required by Section 7 of the Act. Sincerely, DYKEMA GOSSETT PLLC /s/ Thomas S. Vaughn Thomas S. Vaughn EX-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS 1 EXHIBIT 23.1 [PRICEWATERHOUSECOOPERS LETTERHEAD] Consent of PricewaterhouseCoopers LLP Perceptron, Inc. 47827 Halyard Drive Plymouth, Michigan 48170 Re: Perceptron, Inc. Registration Statement on Form S-8 We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 6, 1998 on our audits of the consolidated financial statements and financial statement schedule of Perceptron, Inc. and Subsidiaries (the "Company") as of December 31, 1997 and 1996 and for the years ended December 31, 1997, 1996 and 1995, which report is included in the Company's 1997 Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP 400 Renaissance Center Detroit, Michigan 48243 September 29, 1998 EX-24.1 4 POWER OF ATTORNEY ALFRED A. PEASE 1 EXHIBIT 24.1 PERCEPTRON, INC. POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints Alfred A. Pease, John G. Zimmerman and Thomas S. Vaughn, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, and resubstitution for him and in his name, place and stead, in any and all capacities, to sign a certain Registration Statement on Form S-8 to be filed by Perceptron, Inc. relating to the Perceptron, Inc. 1992 Stock Option Plan and any and all amendments thereto, and to file the same with the Securities and Exchange Commission, granting unto such 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 28, 1998 /s/ Alfred A. Pease ------------------------------------- Alfred A. Pease, President, Chief Executive Officer, Chairman of the Board and Director EX-24.2 5 POWER OF ATTORNEY DAVID J. BEATTIE 1 EXHIBIT 24.2 PERCEPTRON, INC. POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints Alfred A. Pease, John G. Zimmerman and Thomas S. Vaughn, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, and resubstitution for him and in his name, place and stead, in any and all capacities, to sign a certain Registration Statement on Form S-8 to be filed by Perceptron, Inc. relating to the Perceptron, Inc. 1992 Stock Option Plan and any and all amendments thereto, and to file the same with the Securities and Exchange Commission, granting unto such 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: ______________, 1998 ___________________________________ David J. Beattie, Director EX-24.3 6 POWER OF ATORNEY PHILLIP J. DECOCCO 1 EXHIBIT 24.3 PERCEPTRON, INC. POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints Alfred A. Pease, John G. Zimmerman and Thomas S. Vaughn, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, and resubstitution for him and in his name, place and stead, in any and all capacities, to sign a certain Registration Statement on Form S-8 to be filed by Perceptron, Inc. relating to the Perceptron, Inc. 1992 Stock Option Plan and any and all amendments thereto, and to file the same with the Securities and Exchange Commission, granting unto such 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: ______________, 1998 ___________________________________ Philip J. DeCocco, Director EX-24.4 7 POWER OF ATTORNEY ROBERT S. OSWALD 1 EXHIBIT 24.4 PERCEPTRON, INC. POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints Alfred A. Pease, John G. Zimmerman and Thomas S. Vaughn, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, and resubstitution for him and in his name, place and stead, in any and all capacities, to sign a certain Registration Statement on Form S-8 to be filed by Perceptron, Inc. relating to the Perceptron, Inc. 1992 Stock Option Plan and any and all amendments thereto, and to file the same with the Securities and Exchange Commission, granting unto such 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 23, 1998 /S/ Robert S. Oswald -------------------------- Robert S. Oswald, Director EX-24.5 8 POWER OF ATTORNEY HARRY T. REIN 1 EXHIBIT 24.5 PERCEPTRON, INC. POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints Alfred A. Pease, John G. Zimmerman and Thomas S. Vaughn, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, and resubstitution for him and in his name, place and stead, in any and all capacities, to sign a certain Registration Statement on Form S-8 to be filed by Perceptron, Inc. relating to the Perceptron, Inc. 1992 Stock Option Plan and any and all amendments thereto, and to file the same with the Securities and Exchange Commission, granting unto such 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: ______________, 1998 /s/ Harry T. Rein -------------------------------- Harry T. Rein, Director EX-24.6 9 POWER OF ATTORNEY LOUIS R. ROSS 1 EXHIBIT 24.6 PERCEPTRON, INC. POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints Alfred A. Pease, John G. Zimmerman and Thomas S. Vaughn, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, and resubstitution for him and in his name, place and stead, in any and all capacities, to sign a certain Registration Statement on Form S-8 to be filed by Perceptron, Inc. relating to the Perceptron, Inc. 1992 Stock Option Plan and any and all amendments thereto, and to file the same with the Securities and Exchange Commission, granting unto such 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: September 27, 1998 /S/ Louis R. Ross ----------------------------------- Louis R. Ross, Director EX-24.7 10 POWER OF ATTORNEY TERRYLL R. SMITH 1 EXHIBIT 24.7 PERCEPTRON, INC. POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints Alfred A. Pease, John G. Zimmerman and Thomas S. Vaughn, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution, and resubstitution for him and in his name, place and stead, in any and all capacities, to sign a certain Registration Statement on Form S-8 to be filed by Perceptron, Inc. relating to the Perceptron, Inc. 1992 Stock Option Plan and any and all amendments thereto, and to file the same with the Securities and Exchange Commission, granting unto such 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 in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Dated: 9-23, 1998 /S/ Terryll R. Smith ---------------------------------- Terryll R. 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