-----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, Ok0ow7kJ9TU1Chmvr/bISn1yJnddKsEoycL4jIWKAK6uAjrgcrLRYjVlZPr8S7ld V4Om7aKf7IyMzx2Sd1hFgw== 0000893220-96-001663.txt : 19961015 0000893220-96-001663.hdr.sgml : 19961015 ACCESSION NUMBER: 0000893220-96-001663 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961011 EFFECTIVENESS DATE: 19961011 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTON ROY F INC CENTRAL INDEX KEY: 0000106473 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 231501990 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-13915 FILM NUMBER: 96642224 BUSINESS ADDRESS: STREET 1: 1 WESTON WAY STREET 2: C/O A FREDERICK THOMPSON CITY: WEST CHESTER STATE: PA ZIP: 19380 BUSINESS PHONE: 2156923030 MAIL ADDRESS: STREET 1: 1 WESTON WAY STREET 2: C/O A FREDERICK THOMPSON CITY: WEST CHESTER STATE: PA ZIP: 19380 S-8 1 FORM S-8 ROY F. WESTON, INC. 1 As filed with the Securities and Exchange Commission on October 10, 1996 File No. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- ROY F. WESTON, INC. (Exact name of registrant as specified in its charter) PENNSYLVANIA 23-1501990 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) ONE WESTON WAY WEST CHESTER, PENNSYLVANIA 19380-1499 (Address of principal executive offices) (Zip Code) ROY F. WESTON, INC. EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) =========================================== M. CHRISTINE MURPHY EXECUTIVE VICE PRESIDENT-QUALITY ASSURANCE/FINANCE ROY F. WESTON, INC. ONE WESTON WAY WEST CHESTER, PENNSYLVANIA 19380-1499 (Name and address of agent for service) (610) 701-3000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------- Title of Amount Proposed Proposed Amount of securities to be maximum maximum registration to be registered offering aggregate fee registered price per offering share (1) price (1) - -------------------------------------------------------------------------- Series A 400,000 $ 4.19 $ 1,676,000 $ 577.93 Common Stock, shares (2) par value $.10 per share - --------------------------------------------------------------------------
1 2 (1) Estimated solely for the purpose of computing the registration fee in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933 on the basis of an 85% employee contribution rate and high and low prices of $ 4.38 and $ 4.00, respectively, reported in the NASDAQ National Market System on . (2) Also registered hereby are such additional indeterminate number of shares of Series A Common Stock or other securities as may become issuable upon exercise of purchase rights or otherwise by reason of adjustments pursuant to the anti-dilution provisions of the Employee Stock Purchase Plan. PRIOR REGISTRATION STATEMENT This registration statement is filed with the Securities and Exchange Commission (the "Commission") for the purpose of registering additional shares of Series A Common Stock ("Stock") of the registrant in connection with its Employee Stock Purchase Plan (the "Plan"). FIVE registration statements on Form S-8, File No. 33-10735, File No. 33-40897, File No. 33-55168, File No. 33-56757 and File No. 33-60981 (the "Prior Registration Statements") were filed in December, 1986, June, 1991, November, 1992, December, 1994, and July 1995, respectively in respect of shares of Stock to be offered pursuant to the Plan and are currently effective. The contents of the Prior Registration Statements, to the extent not otherwise amended or superseded by the contents hereof, are incorporated herein by reference. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Commission by the registrant pursuant to the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") are incorporated hereby by reference: (a) Annual Report on Form 10-K for the year ended December 31, 1995; (b) Quarterly Report on Form 10-Q for the quarter ended 2 3 March 31, 1996; (b) Quarterly Report on Form 10-Q for the quarter ended June 30, 1996; and (c) Description of the registrant's Series A Common Stock contained in the registrant's Registration Statement on Form 8-A, dated February 27, 1987. In addition, all documents subsequently filed by the registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing with the Commission of a post-effective amendment which (i) indicates that all securities registered hereby have been sold or (ii) effects the deregistration of the balance of such securities then remaining unsold shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article XIII of the bylaws of the registrant provides that the registrant shall indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director or officer. Such Article provides for indemnification against expenses, judgments, fines and amounts paid in settlement of such proceedings and further provides generally that the registrant pay expenses incurred by such persons in defending an action in advance of its final disposition, provided the person receiving such advances undertakes to repay the amount advanced if it is ultimately determined that such person is not entitled to indemnification by the registrant. For these purposes, the Board has the authority to purchase and maintain insurance at the registrant's expense. 3 4 The registrant has in effect a directors and officers liability insurance policy which, with certain general and specific exclusions, indemnifies each person who was, is or may hereafter be a director or officer of the registrant and his heirs and assigns, against any payment by an insured (except fines and penalties) in respect of any legal liability, whether actual or asserted, arising from any claim made against an insured by reason of any breach of duty, neglect, error, misstatement, misleading statement, omission or other act done or wrongfully attempted by the insured, in his capacity as a director or officer of the registrant, or any of the foregoing so alleged by any claimant, or any matter claimed against an insured solely by reason of his being or having been a director or officer of the registrant. The policy may be cancelled by the insurer upon 30 days' written notice to the registrant. To the extent that such insurance covers liabilities arising under the Securities Act of 1933, no waivers or undertakings are made by the registrant with respect thereto, except as set forth in Item 9 of this Registration Statement. Sections 1741-1745 of the Pennsylvania Business Corporation Law of 1988, as amended (the "PA BCL") authorize such indemnification as described above if the person to be indemnified acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and had no reasonable cause to believe was unlawful. Whether the person to be indemnified acted in good faith shall be determined by members of the Board who are not parties to such litigation, independent counsel or shareholders. Such indemnity shall not be allowed in a derivative suit in which such person is adjudged liable for negligence or misconduct except to the extent allowed by the Court of Common Pleas. Whether such proceeding is brought by or in the right of the registrant or otherwise, indemnification shall be allowed only as specifically authorized by the Board in each case. In addition to the foregoing, Article XII of the bylaws of the registrant limits the personal liability of directors of the registrant for monetary damages arising out of breaches of their 4 5 fiduciary duties unless the conduct in question constitutes self-dealing, willful misconduct or recklessness, all as authorized by Section 1713 of the PA BCL. The aforementioned provisions do not apply to the responsibility or liability of a director pursuant to any criminal statute or for payment of federal, state or local taxes. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Reference is made to the Exhibit Index which appears at page 8 of this Registration Statement for a detailed list of the exhibits filed as a part hereof. ITEM 9. UNDERTAKINGS. (a) 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 Securities Act of 1933; (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; (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; 5 6 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 by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the 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 post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant'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 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. (c) Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 hereof, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities 6 7 (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 Act and will be governed by the final adjudication of such issue. 7 8 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 West Chester, Pennsylvania, on October 10, 1996. ROY F. WESTON, INC. By:s/ Dr. Joseph Bordogna ------------------------ Dr. Joseph Bordogna Chairman of the Board Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by or on behalf of the following persons in the capacities indicated on October , 1996 . Signature Title --------- ----- *Henry L. Diamond Director *Katherine W. Swoyer Director *Robert G. Jahn Director *James E. Ksansnak Director *A. Frederick Thompson Director *William J. Marrazzo Director and Chief Executive Officer *William G. Mecaughey Vice President and Controller *M. Christine Murphy Executive Vice President and Chief Financial Officer *Marvin O. Schlanger Director *Roy F. Weston Director *Wayne F. Hosking, Jr. Director *Thomas M. Swoyer, Jr. Director *By:s/ M. Christine Murphy --------------------------- M. Christine Murphy Attorney-in-Fact, Pursuant to Power of Attorney 8 9 EXHIBIT INDEX
Sequential Numbering Exhibit No. Description of Exhibit Page No. - ----------- ---------------------- ---------- 4.01 Articles of Incorporation of registrant, as amended and -- restated (incorporated by reference to Exhibit 3(a) to registrant's Registration Statement on Form S-1, No. 33-20834, filed under Securities Act of 1933, as amended). 4.02 By-laws of registrant, as amended (incorporated by -- reference to Exhibit 3.2 to registrant's Annual Report on Form 10-K for year ended December 31, 1995 filed under Securities Exchange Act of 1934, as amended). 5.02 Opinion of Dechert Price & Rhoads as to legality of -- securities being registered. 24.01 Consent of Coopers & Lybrand L.L.P. to incorporation of -- their reports dated February 7, 1996 with respect to consolidated financial statements and related schedules of registrant and subsidiaries included in or incorporated by reference into registrant's 1995 Annual Report on Form 10-K. 24.04 Consent of Dechert Price & Rhoads (contained in opinion -- filed as Exhibit 5.02 to this Registration Statement). 25.02 Powers of Attorney executed by certain directors of -- registrant, authorizing execution of Registration Statement on each such director's respective behalf by persons designated therein.
9 EX-5.02 2 OPINION OF DECHERT PRICE & RHOADS 1 EXHIBIT 5.02 DECHERT PRICE AND RHOADS LETTERHEAD October 10, 1996 Roy F. Weston, Inc. One Weston Way West Chester, PA 19380 Re: Employee Stock Purchase Plan: Form S-8 Registration Statement Gentlemen: You have requested our opinion in connection with the filing today of a registration statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to an aggregate of 400,000 additional shares (the "Shares") of Series A Common Stock, par value $.10 per share, to be offered pursuant to the Company's Employee Stock Purchase Plan (the "Plan"). You have informed us, and we have assumed for purposes of this opinion, that the Shares may be either (i) newly issued from the Company's reserve of authorized but previously unissued shares or (ii) previously outstanding shares acquired by the Company. We have examined the Plan and such corporate records and other documents and matters as we have considered appropriate to enable us to give this opinion. Based on the foregoing, it is our opinion that the Shares, to the extent they are newly issued, have been duly authorized and when issued and sold in accordance with the provisions of the Plan will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, DECHERT PRICE AND RHOADS 10 EX-24.01 3 CONSENT OF COOPERS & LYBRAND L.L.P. 1 EXHIBIT 24.01 COOPERS & LYBRAND LETTERHEAD CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of our reports dated February 7, 1996 on our audits of the consolidated financial statements and financial statement schedules of Roy F. Weston, Inc. and subsidiaries which are included in or incorporated by reference into the Roy F. Weston, Inc. and subsidiaries 1995 Annual Report on Form 10-K, which is incorporated by reference in this Form S-8. COOPERS & LYBRAND 2400 Eleven Penn Center Philadelphia, Pennsylvania October 10, 1996. 11 EX-25.02 4 POWERS OF ATTORNEY 1 EXHIBIT 25.02 POWER OF ATTORNEY The undersigned hereby constitutes and appoints William J. Marrazzo, M. Christine Murphy and Bruce E. Flamm, and each of them, with full power to act without the others, as the true and lawful attorney-in-fact and agent of the undersigned, with full and several power of substitution, to sign a registration statement or registration statements to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the purpose of registering the offering of interests in, and shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the "Company") under the terms and conditions of, various plans established by the Company for the benefit of its employees and those of subsidiaries and affiliated companies; to sign any and all amendments (including post-effective amendments) to such registration statement or statements; and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done in connection therewith, as fully as the undersigned 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 thereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 10th day of October, 1996. s/Roy F. Weston ------------------ Roy F. Weston 12 2 POWER OF ATTORNEY The undersigned hereby constitutes and appoints William J. Marrazzo, M. Christine Murphy and Bruce E. Flamm, and each of them, with full power to act without the others, as the true and lawful attorney-in-fact and agent of the undersigned, with full and several power of substitution, to sign a registration statement or registration statements to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the purpose of registering the offering of interests in, and shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the "Company") under the terms and conditions of, various plans established by the Company for the benefit of its employees and those of subsidiaries and affiliated companies; to sign any and all amendments (including post-effective amendments) to such registration statement or statements; and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done in connection therewith, as fully as the undersigned 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 thereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 10th day of October, 1996. s/ Dr. Joseph Bordogna ------------------------ Dr. Joseph Bordogna 13 3 POWER OF ATTORNEY The undersigned hereby constitutes and appoints William J. Marrazzo, M. Christine Murphy and Bruce E. Flamm, and each of them, with full power to act without the others, as the true and lawful attorney-in-fact and agent of the undersigned, with full and several power of substitution, to sign a registration statement or registration statements to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the purpose of registering the offering of interests in, and shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the "Company") under the terms and conditions of, various plans established by the Company for the benefit of its employees and those of subsidiaries and affiliated companies; to sign any and all amendments (including post-effective amendments) to such registration statement or statements; and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done in connection therewith, as fully as the undersigned 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 thereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 10th day of October, 1996. s/ Henry L. Diamond ---------------------- Henry L. Diamond 14 4 POWER OF ATTORNEY The undersigned hereby constitutes and appoints William J. Marrazzo, M. Christine Murphy and Bruce E. Flamm, and each of them, with full power to act without the others, as the true and lawful attorney-in-fact and agent of the undersigned, with full and several power of substitution, to sign a registration statement or registration statements to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the purpose of registering the offering of interests in, and shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the "Company") under the terms and conditions of, various plans established by the Company for the benefit of its employees and those of subsidiaries and affiliated companies; to sign any and all amendments (including post-effective amendments) to such registration statement or statements; and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done in connection therewith, as fully as the undersigned 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 thereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 10th day of October, 1996. s/Katherine W. Swoyer ------------------------ Katherine W. Swoyer 15 5 POWER OF ATTORNEY The undersigned hereby constitutes and appoints William J. Marrazzo, M. Christine Murphy and Bruce E. Flamm, and each of them, with full power to act without the others, as the true and lawful attorney-in-fact and agent of the undersigned, with full and several power of substitution, to sign a registration statement or registration statements to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the purpose of registering the offering of interests in, and shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the "Company") under the terms and conditions of, various plans established by the Company for the benefit of its employees and those of subsidiaries and affiliated companies; to sign any and all amendments (including post-effective amendments) to such registration statement or statements; and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done in connection therewith, as fully as the undersigned 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 thereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 10th day of October, 1996. s/ Robert G. Jahn ---------------------- Robert G. Jahn 16 6 POWER OF ATTORNEY The undersigned hereby constitutes and appoints William J. Marrazzo, M. Christine Murphy and Bruce E. Flamm, and each of them, with full power to act without the others, as the true and lawful attorney-in-fact and agent of the undersigned, with full and several power of substitution, to sign a registration statement or registration statements to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the purpose of registering the offering of interests in, and shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the "Company") under the terms and conditions of, various plans established by the Company for the benefit of its employees and those of subsidiaries and affiliated companies; to sign any and all amendments (including post-effective amendments) to such registration statement or statements; and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done in connection therewith, as fully as the undersigned 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 thereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 10th day of October, 1996. s/ Marvin O. Schlanger ------------------------ Marvin O. Schlanger 17 7 POWER OF ATTORNEY The undersigned hereby constitutes and appoints William J. Marrazzo, M. Christine Murphy and Bruce E. Flamm, and each of them, with full power to act without the others, as the true and lawful attorney-in-fact and agent of the undersigned, with full and several power of substitution, to sign a registration statement or registration statements to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the purpose of registering the offering of interests in, and shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the "Company") under the terms and conditions of, various plans established by the Company for the benefit of its employees and those of subsidiaries and affiliated companies; to sign any and all amendments (including post-effective amendments) to such registration statement or statements; and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done in connection therewith, as fully as the undersigned 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 thereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 10th day of October, 1996. s/ James E. Ksansnak ----------------------- James E. Ksansnak 18 8 POWER OF ATTORNEY The undersigned hereby constitutes and appoints William J. Marrazzo, M. Christine Murphy and Bruce E. Flamm, and each of them, with full power to act without the others, as the true and lawful attorney-in-fact and agent of the undersigned, with full and several power of substitution, to sign a registration statement or registration statements to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the purpose of registering the offering of interests in, and shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the "Company") under the terms and conditions of, various plans established by the Company for the benefit of its employees and those of subsidiaries and affiliated companies; to sign any and all amendments (including post-effective amendments) to such registration statement or statements; and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done in connection therewith, as fully as the undersigned 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 thereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 10th day of October, 1996. s/ William J. Marrazzo ------------------------- William J. Marrazzo 19 9 POWER OF ATTORNEY The undersigned hereby constitutes and appoints William J. Marrazzo, M. Christine Murphy and Bruce E. Flamm, and each of them, with full power to act without the others, as the true and lawful attorney-in-fact and agent of the undersigned, with full and several power of substitution, to sign a registration statement or registration statements to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the purpose of registering the offering of interests in, and shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the "Company") under the terms and conditions of, various plans established by the Company for the benefit of its employees and those of subsidiaries and affiliated companies; to sign any and all amendments (including post-effective amendments) to such registration statement or statements; and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done in connection therewith, as fully as the undersigned 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 thereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 10th day of October, 1996. s/ M. Christine Murphy ------------------------- M. Christine Murphy 20 10 POWER OF ATTORNEY The undersigned hereby constitutes and appoints William J. Marrazzo, M. Christine Murphy and Bruce E. Flamm, and each of them, with full power to act without the others, as the true and lawful attorney-in-fact and agent of the undersigned, with full and several power of substitution, to sign a registration statement or registration statements to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the purpose of registering the offering of interests in, and shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the "Company") under the terms and conditions of, various plans established by the Company for the benefit of its employees and those of subsidiaries and affiliated companies; to sign any and all amendments (including post-effective amendments) to such registration statement or statements; and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done in connection therewith, as fully as the undersigned 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 thereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 10th day of October, 1996. s/ William G. Mecaughey -------------------------- William G. Mecaughey 21 11 POWER OF ATTORNEY The undersigned hereby constitutes and appoints William J. Marrazzo, M. Christine Murphy and Bruce E. Flamm, and each of them, with full power to act without the others, as the true and lawful attorney-in-fact and agent of the undersigned, with full and several power of substitution, to sign a registration statement or registration statements to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the purpose of registering the offering of interests in, and shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the "Company") under the terms and conditions of, various plans established by the Company for the benefit of its employees and those of subsidiaries and affiliated companies; to sign any and all amendments (including post-effective amendments) to such registration statement or statements; and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done in connection therewith, as fully as the undersigned 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 thereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 10th day of October, 1996. s/ Wayne F. Hosking, Jr. ------------------------- Wayne F. Hosking, Jr. 22 12 POWER OF ATTORNEY The undersigned hereby constitutes and appoints William J. Marrazzo, M. Christine Murphy and Bruce E. Flamm, and each of them, with full power to act without the others, as the true and lawful attorney-in-fact and agent of the undersigned, with full and several power of substitution, to sign a registration statement or registration statements to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the purpose of registering the offering of interests in, and shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the "Company") under the terms and conditions of, various plans established by the Company for the benefit of its employees and those of subsidiaries and affiliated companies; to sign any and all amendments (including post-effective amendments) to such registration statement or statements; and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done in connection therewith, as fully as the undersigned 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 thereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 10th day of October, 1996. s/ Thomas M. Swoyer, Jr. --------------------------- Thomas M. Swoyer, Jr. 23 13 POWER OF ATTORNEY The undersigned hereby constitutes and appoints William J. Marrazzo, M. Christine Murphy and Bruce E. Flamm, and each of them, with full power to act without the others, as the true and lawful attorney-in-fact and agent of the undersigned, with full and several power of substitution, to sign a registration statement or registration statements to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the purpose of registering the offering of interests in, and shares of Series A Common Stock of ROY F. WESTON, INC. (WESTON(R)) (the "Company") under the terms and conditions of, various plans established by the Company for the benefit of its employees and those of subsidiaries and affiliated companies; to sign any and all amendments (including post-effective amendments) to such registration statement or statements; and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; granting to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done in connection therewith, as fully as the undersigned 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 thereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on the 10th day of October, 1996. s/ A. Frederick Thompson --------------------------- A. Frederick Thompson 24 -----END PRIVACY-ENHANCED MESSAGE-----