-----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, MWAYC6zWVsQtAh1jhOIj20N3heuMqeRRlFXd4Nuc6i4ytgwK7tsx9Yjs87L4Ngt1 cEM3mLj7ef8x/WstkWxADA== 0000950152-99-005280.txt : 19990616 0000950152-99-005280.hdr.sgml : 19990616 ACCESSION NUMBER: 0000950152-99-005280 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990615 EFFECTIVENESS DATE: 19990615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAUGHERTY RESOURCES INC CENTRAL INDEX KEY: 0000746834 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 920075461 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-80707 FILM NUMBER: 99646719 BUSINESS ADDRESS: STREET 1: 120 PROSPEROUS PLACE STREET 2: SUITE 201 CITY: LEXINGTON STATE: KY ZIP: 40509 BUSINESS PHONE: 6022792070 MAIL ADDRESS: STREET 1: 120 PROSPEROUS PL STREET 2: SUITE 201 CITY: LEXINGTON STATE: KY ZIP: 40509 FORMER COMPANY: FORMER CONFORMED NAME: ALASKA APOLLO RESOURCES INC DATE OF NAME CHANGE: 19930505 FORMER COMPANY: FORMER CONFORMED NAME: ALASKA APOLLO GOLD MINES LTD DATE OF NAME CHANGE: 19920703 S-8 1 DAUGHERTY RESOURCES, INC. FORM S-8 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COMMISSION FILE NUMBER: 0-12185 DAUGHERTY RESOURCES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) PROVINCE OF BRITISH COLUMBIA NOT APPLICABLE (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 120 PROSPEROUS PLACE, SUITE 201 40509 LEXINGTON, KENTUCKY (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) NOT APPLICABLE (FULL TITLE OF PLAN) WILLIAM S. DAUGHERTY, 120 PROSPEROUS PLACE, SUITE 201, LEXINGTON, KENTUCKY 40509 (NAME AND ADDRESS OF AGENT FOR SERVICE) TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (606) 263-3948 CALCULATION OF REGISTRATION FEE
========================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF SECURITIES AMOUNT OF SHARES OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION TO BE REGISTERED TO BE REGISTERED SHARE PRICE FEE (1) - -------------------------------------------------------------------------------------------------------------------------- Common Stock, without par value per share................. 27,899 $1.75 $48,824.12 $3.81 60,500 $1.00 $60,500.00 $4.72 - -------------------------------------------------------------------------------------------------------------------------- Total 88,399 $109,324.12 $8.53 ==========================================================================================================================
(1) The registration fee applies to all of the shares of the Common Stock to be issued as a result of this Registration Statement. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated by reference in this Registration Statement: (a) The Registrant's latest annual report. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the Registrant's latest annual report. (c) The description of the class of securities to be registered by this Registration Statement, which are registered under Section 12 of the Securities Act of 1934, and which were more fully described in the Memorandum and Articles of the Registrant is 10,000,000 shares of common stock, without par value per share. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part thereof from the date of filing of such documents. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Norman T. Reynolds, Esq., an attorney for the Registrant and the counsel who has rendered an opinion as to the legality of the shares of the Registrant's common stock to be offered by this Registration Statement, owns 27,899 shares of such stock which are being registered pursuant to this Registration Statement. As of the date of this Registration Statement, such shares have a fair market value of approximately $48,824.12. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The directors and officers of the Registrant shall be indemnified by the Registrant against all costs, losses, expenses and liabilities incurred by any such director or officer in the course of the Registrant's business according to the Registrant's Articles of Association. In addition, all directors and officers are covered by a director's indemnification agreement. The foregoing discussion of the Registrant's Articles of Association is not intended to be exhaustive and is qualified in its entirety by such document. ITEM 8. EXHIBITS. The exhibits listed in the following index are filed as part of this Registration Statement. The exhibits indicated by an asterisk (*) are incorporated by reference. EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------ ---------------------- 3(i)(a)* Memorandum and Articles for Catalina Energy & Resources Ltd., a British Columbia corporation, dated January 31, 1979, filed as an exhibit to Form 10 Registration Statement filed May 25, 1984. File No. 0-12185. 3(i)(b)* Certificate for Catalina Energy & Resources Ltd., a British Columbia corporation, dated November 27, 1981, changing the name of Catalina Energy & Resources Ltd. to Alaska Apollo Gold Mines Ltd., and further changing the authorized capital of the Registrant from 5,000,000 shares of common stock, without par value per share, to 20,000,000 shares of common stock, 1 3 without par value per share, filed as an exhibit to Form 10 Registration Statement filed May 25, 1984. File No. 0-12185. 3(i)(c)* Certificate of Change of Name for Alaska Apollo Gold Mines Ltd., a British Columbia corporation, dated October 14, 1992, changing the name of Alaska Apollo Gold Mines Ltd. to Alaska Apollo Resources Inc., and further changing the authorized capital of the Registrant from 20,000,000 shares of common stock, without par value per share, to 6,000,000 shares of common stock, without par value per share. Exhibit 3(i)(c) to Form 10-K/A for the Registrant for the fiscal year ended December 31, 1993. File No. 0-12185. 3(i)(d)* Altered Memorandum of Alaska Apollo Resources Inc., a British Columbia corporation, dated September 9, 1993, changing the authorized capital of the Registrant from 6,000,000 shares of common stock, without par value per share, to 20,000,000 shares of common stock, without par value per share. Exhibit 3(i)(d) to Form 10-K/A for the Registrant for the fiscal year ended December 31, 1993. File No. 0-12185. 3(i)(e)* Special Resolution of Alaska Apollo Resources Inc., a British Columbia corporation, dated June 22, 1998, changing the name of Alaska Apollo Resources Inc. to Daugherty Resources, Inc., and further changing the authorized capital of the Registrant from 20,000,000 shares of common stock, without par value per share, to 50,000,000 shares of common stock, without par value per share, and authorizing the creation of 6,000,000 shares of preferred stock, without par value per share. Altered Memorandum of Daugherty Resources, Inc., a British Columbia corporation, dated June 24, 1998, changing the authorized common stock of the Registrant from 50,000,000 shares of common stock, without par value per share, to 10,000,000 shares of common stock, without par value per share. Special Resolution of Alaska Apollo Resources Inc., a British Columbia corporation, dated June 22, 1998, consolidating the authorized preferred shares of 6,000,000 shares to 1,200,000 shares. Altered Memorandum of Daugherty Resources, Inc., a British Columbia corporation, dated June 25, 1998, changing the authorized preferred stock of the Registrant from 6,000,000 shares of preferred stock, without par value per share, to 1,200,000 shares of preferred stock, without par value per share. Filed as an exhibit to Form 8-K, for the Company for reporting an event on June 29, 1998. (File No. 0- 12185). 4* See Exhibits No. 3(i)(a), (b), (c), (d), and (e). 5 Opinion of Norman T. Reynolds, Esq. 24 Powers of Attorney. ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which it offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2 4 (4) To file a post-effective amendment to this Registration Statement to include any financial statements required by Rule 3-19 of Regulation S-X at the start of any delayed offering or throughout a continuous 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 this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 (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. 3 5 SIGNATURES The Registrant. 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 Lexington, Kentucky, on June 10, 1999. DAUGHERTY RESOURCES, INC. By /s/ William S. Daugherty -------------------------------- William S. Daugherty, President 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 --------- ----- ---- /s/ William S. Daugherty Chairman of the Board and June 10, 1999 - ---------------------------------------- President William S. Daugherty /s/ Charles L. Cotterell* Director June 10, 1999 - ---------------------------------------- Charles L. Cotterell /s/ James K. Klyman* Director June 10, 1999 - ---------------------------------------- James K. Klyman *By /s/ William S. Daugherty June 10, 1999 - ---------------------------------------- William S. Daugherty, Attorney-in-Fact
4 6 DAUGHERTY RESOURCES, INC. DOCUMENTS CONSTITUTING A SECTION 10(a) PROSPECTUS PURSUANT TO A FORM S-8 REGISTRATION STATEMENT THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 In connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by Daugherty Resources, Inc. (the "Company") with the Securities and Exchange Commission, the following shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933: 1. General Plan Information. (a) The following letter agreement (the "Letter Agreement") between the Company and Norman T. Reynolds, Esq. (the "Participant") with respect to the payment of fees and expenses and the shares of the Company's common stock, without par value per share (the "Securities"), and the price per share at which the Securities are to be issued to the Participant in payment of his fees and expenses and expenses is more fully described in Exhibit "A" attached hereto and incorporated herein by reference for all purposes:
Fees and Price per Number of Name Expenses Share Shares - ---- -------- ----- ------ Norman T. Reynolds $48,824.12 $1.75 27,899 ---------- ------ Total $48,824.12 27,899 ========== ======
(b) In addition to the Plan Participant described in Paragraph 1(a) above, various officers, directors and employees of the Company are also Plan Participants. Pursuant to resolutions passed by the Board of Directors of the Company, these persons have been granted bonuses to be payable in Securities of the Company, at a price per share equal to $1.00, in the following amounts:
Name of Employee Number of Shares ---------------- ---------------- William S. Daugherty 12,500 William G. Barr III 12,500 D. Michael Wallen 12,500 Terry D. Fields 5,000 Ronnie H. Meeks 2,500 Donald L. Brown 2,500 Clarence R. Smith 5,000 Jerry S. Higgins 500 Timothy B. Smith 500 Charles L. Cotterell 2,000 James K. Klyman 2,000 Macki Warren 500 Charles Cash 2,500 ------ Total 60,500 ======
(c) The Letter Agreement and the minutes containing the resolutions of the Board of Directors of the Company granting the bonuses to the employees described herein constitute an employee benefit plan as described in Rule 405 promulgated under the Securities Act of 1933 (the "Plan"). The Securities will be offered pursuant to the Plan. (d) The general nature and purpose of the Plan is allow for the payment of fees and bonuses due and owing by the Company to the Participants in the form of the Company's registered Securities. The Plan will terminate as soon after October 31, 1999 as the Securities called for in the Plan have been issued to the Participants, 1 7 which date will not exceed December 31, 1999. It is not contemplated that the Plan will be subject to modification or extension. (e) The Plan does not have any administrators. However, the Participants may contact the Company at the address or telephone number described in Paragraph 11 below to obtain additional information about the Plan. (f) The Plan is not subject to the Employee Retirement Income Security Act of 1974. All of the Participants are employees, consultants or advisors who have provided provide bona fide services to the Company, none of such services being in connection with the offer or sale of Securities of the Company in a capital-raising transaction. 2. SECURITIES TO BE OFFERED. The Securities to be offered pursuant to the Plan are shares of the Company's common stock, without par value per share. The common stock of the Company has been registered under Section 12 of the Securities Exchange Act of 1934. 3. EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN. Only the Participants described above may participate in the Plan. 4. PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES OFFERED. (a) Each Participant may participate in the Plan only for so long as it takes to file the Registration Statement and issue the Securities to the Participants as called for herein. Thereafter, no Participant shall have any further interest in the Plan. The only Securities to be purchased by a Participant are described herein or in a Participant's particular Letter Agreement. The purchase price per share of the Company's Securities for each of the Participants is as set forth above. (b) Payment for the Securities to be purchased by any of the Participants pursuant to the Plan will be the extinguishment of any further liability by the Company to any such Participant with respect to the obligations described herein. (c) There will be no reports delivered to the Participants as to the amounts and status of their accounts. (d) The Securities will be issued to the Participants, who may sell the Securities in the open market. The Company will receive no fees or other compensation for the Securities other than the extinguishment of the debts to the Participants as described herein. 5. RESALE RESTRICTIONS. There will be no restrictions on the resale of the Securities by the Participants. 6. TAX EFFECTS OF PLAN PARTICIPATION. The receipt of the Securities by the Participants will be the receipt of ordinary income since the Securities will have been received by the Participants in exchange for services. Consequently, the Participants will be taxed currently for the value of the Securities pursuant to Section 61 of the Internal Revenue Code of 1986, as amended. 7. INVESTMENT OF FUNDS. There is no provision under the Plan whereby the Participants may direct the investment of all or any part of the assets under the Plan. 8. WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST. No Participant will be able to withdraw from, terminate, or assign its interest in the Plan. 9. FORFEITURES AND PENALTIES. There is no event which could, under the Plan, result in a forfeiture by, or a penalty to, a Participant. 2 8 10. CHARGES AND DEDUCTIONS, AND LIENS THEREFOR. There are no charges and deductions that may be made against the Participants, the Securities, or assets of the Plan, or the creation of any lien on any funds, securities, or other property held under the Plan. 11. INFORMATION CONTAINED IN THE REGISTRATION STATEMENT. The Company shall furnish to the Participants, without charge, upon written or oral request, the documents incorporated by reference in Item 3 of Part II of the Registration Statement, all of such documents being incorporated by reference in this Section 10(a) Prospectus. The Company shall also furnish to the Participants, without charge, upon written or oral request, any other documents required to be delivered to employees of the Company pursuant to Rule 428(b) promulgated under the Securities Act of 1933. Any such request should be directed to the Company at 120 Prosperous Place, Suite 201, Lexington, Kentucky 40509, telephone (606) 263-3948, and telecopier (606) 263-4228. 12. INFORMATION CURRENTLY FURNISHED. Each Participant has been furnished with a copy of the Company's Form 10-KSB for the fiscal year ended December 31, 1998. 13. INFORMATION TO BE FURNISHED IN THE FUTURE. The Company shall deliver to each Participant copies of all reports, proxy statements and other communications distributed to its security-holders generally, and such material shall be sent or delivered no later than the time that it is sent to security-holders of the Company. Attachment: Exhibit "A" -The Letter Agreement 3 9 DAUGHERTY RESOURCES, INC. FORM S-8 PROSPECTUS EXHIBIT "A" LETTER AGREEMENT 10 NORMAN T. REYNOLDS Attorney at Law Post Office Box 131326 Houston, Texas 77219-1326 Telephone: (713) 986-7180 Telecopier: (713) 355-4052 E Mail: ntreynolds@compuserve.com June 10, 1999 Mr. William S. Daugherty Daugherty Petroleum, Inc. 120 Prosperous Place, Suite 201 Lexington, Kentucky 40509 Re: Invoices of Norman T. Reynolds and Form S-8 Registration Statement Dear Bill: As we discussed, I agree to take shares of the common stock of Daugherty Resources, Inc. in payment of all fees and expenses currently due and owing to me, which total $48,824.12, and which will be registered pursuant to a Form S-8 Registration Statement. It is understood that the stock I will receive will be valued at $1.75 per share and, as a result, I will receive 27,899 shares. It is further understood that the Form S-8 Registration Statement will be filed immediately and that the shares of the stock will be issued immediately upon the effectiveness of the Registration Statement, and all other applicable laws and regulations. Very truly yours, /s/ Norman T. Reynolds Norman T. Reynolds EX-5 2 EXHIBIT 5 1 EXHIBIT 5 2 NORMAN T. REYNOLDS Attorney At Law Post Office Box 131326 Houston, Texas 77219-1326 Telephone: (713) 986-7180 Telecopier: (713) 355-4052 E Mail: ntreynolds@compuserve.com June 10, 1999 EXHIBIT 5 Daugherty Resources, Inc. 120 Prosperous Place Suite 201 Lexington, Kentucky 40509 Re: Form S-8 Registration Statement; Commission File No. 0-12185 Gentlemen: I have acted as counsel for Daugherty Resources, Inc. (the "Company") in connection with the registration by the Company of 88,399 shares of its common stock, without par value per share (the "Securities"), as contemplated by the Company's Registration Statement on Form S-8 filed on the date hereof with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended. In connection therewith, I have examined, among other things, the Memorandum and Articles of Association, as amended, of the Company, the corporate proceedings of the Company with respect to the issuance and registration of the Securities, the Registration Statement, certificates of public officials, statutes and other instruments and documents, as a basis for the opinions expressed herein. Based upon and subject to the foregoing, and upon such other matters as I have determined to be relevant, I am of the opinion that: 1. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the Province of British Columbia. 2. All of the Securities, upon issuance and delivery thereof, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. Very truly yours, /s/ Norman T. Reynolds Norman T. Reynolds EX-24 3 EXHIBIT 24 1 EXHIBIT 24 POWER OF ATTORNEY WHEREAS, Alaska Apollo Resources Inc., a British Columbia corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Act"), a Form S-8, a draft of which has been previously reviewed by the undersigned (the "Form S-8"), together with any and all exhibits and other documents having relation to the Form S-8; NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company, does hereby constitute and appoint William S. Daugherty and D. Michael Wallen, and each of them severally, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things in his name and on his behalf in his capacity as a director or officer or both, as the case may be, of the Company, as fully and to all intents and purposes as the undersigned might or could do in person, and to execute any and all instruments for the undersigned and in his name in any and all capacities which such person may deem necessary or advisable to enable the Company to comply with the Act and any rules, regulations and requirements of the Commission, in connection with the filing of the Form S-8, including specifically, but not limited to, power and authority to sign for the undersigned, in his capacity as a director or officer or both, as the case may be, of the Company, the Form S-8 and any and all other documents (including, without limitation, any amendments to the Form S-8 or to such other documents) which such person may deem necessary or advisable in connection therewith; and the undersigned does hereby ratify and confirm all that such person shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 10th day of June, 1999. /s/ Charles L. Cotterell ------------------------------ CHARLES L. COTTERELL 2 EXHIBIT 24 POWER OF ATTORNEY WHEREAS, Alaska Apollo Resources Inc., a British Columbia corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Act"), a Form S-8, a draft of which has been previously reviewed by the undersigned (the "Form S-8"), together with any and all exhibits and other documents having relation to the Form S-8; NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company, does hereby constitute and appoint William S. Daugherty and D. Michael Wallen, and each of them severally, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things in his name and on his behalf in his capacity as a director or officer or both, as the case may be, of the Company, as fully and to all intents and purposes as the undersigned might or could do in person, and to execute any and all instruments for the undersigned and in his name in any and all capacities which such person may deem necessary or advisable to enable the Company to comply with the Act and any rules, regulations and requirements of the Commission, in connection with the filing of the Form S-8, including specifically, but not limited to, power and authority to sign for the undersigned, in his capacity as a director or officer or both, as the case may be, of the Company, the Form S-8 and any and all other documents (including, without limitation, any amendments to the Form S-8 or to such other documents) which such person may deem necessary or advisable in connection therewith; and the undersigned does hereby ratify and confirm all that such person shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 10th day of June, 1999. /s/ James K. Klyman ----------------------------- JAMES K. KLYMAN -----END PRIVACY-ENHANCED MESSAGE-----