As filed with the Securities and Exchange Commission on January 17, 2002
Registration No. 333-37034
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
INTERNATIONAL BUSINESS MACHINES
CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-0871985
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
New Orchard Road
Armonk, New York 10504
(Address of Principal Executive Offices)
----------------------
CrossWorlds Software, Inc. 2000 Non-Executive Stock Plan
CrossWorlds Software, Inc. 2000 Directors' Stock Option Plan
CrossWorlds Software, Inc. 1999 Executive Stock Plan
CrossWorlds Software, Inc. 1997 Stock Plan, as amended
CrossWorlds Software, Inc. 1996 Stock Plan, as amended
(Full Title of the Plan)
----------------------
Andrew Bonzani, Esq.
Assistant Secretary and Senior Counsel
International Business Machines Corporation
Armonk, New York 10504
(914) 499-1900
(Name, address and telephone number, including area code, of agent for service)
----------------------
Copies to:
Scott A. Barshay, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price per aggregate offering registra-
to be registered registered share price tion fee
--------------------------------------------------------------------------------
Common Stock,
par value $.20
per share 336.776[1] $166.31[2] $56,009,217[2] $5,152.85
--------------------------------------------------------------------------------
[1] Based on 8,933,618 shares subject to outstanding options under the
CrossWorlds Software, Inc. 2000 Non-Executive Stock Plan, CrossWorlds
Software, Inc. 2000 Directors' Stock Option Plan, CrossWorlds Software, Inc.
1999 Executive Stock Plan, CrossWorlds Software, Inc. 1997 Stock Plan, as
amended, and CrossWorlds Software, Inc. 1996 Stock Plan, as amended.
[2] Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 on the basis of
the weighted average exercise price of the outstanding options under the plans
specified in comment[1] above, on January 11, 2002.
================================================================================
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission are incorporated by reference herein and shall be deemed a
part hereof:
(a) The Annual Report of International Business Machines
Corporation ("IBM") on Form 10-K for the fiscal year ended December
31, 2000, file number 1567370, filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").
(b) All other reports filed by IBM pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 2000.
(c) The description of IBM's common stock, contained in IBM's
registration statements filed pursuant to Section 12 of the Exchange
Act, and any amendment or report filed for the purpose of updating
any such description.
All documents filed by IBM pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, after the date hereof and 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 herein and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the IBM common stock, par value $.20 per share,
offered hereby has been passed upon by Andrew Bonzani, Assistant Secretary and
Senior Counsel of IBM. As of January 17, 2002, Mr. Bonzani beneficially owns
shares of IBM common stock, par value $.20 per share, and options to purchase
shares of IBM common stock, par value $.20 per share.
Item 6. Indemnification of Directors and Officers.
The By-Laws of IBM (Article VI, Section 6) provide the following:
"The Corporation shall, to the fullest extent permitted by
applicable law as in effect at any time, indemnify any person made,
or threatened to be made, a party to an action or proceeding whether
civil or criminal (including an action or proceeding by or in the
right of the Corporation or any other corporation of any type or
kind, domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or other
enterprise, for which any director or officer of the Corporation
served in any capacity at the request of the Corporation), by reason
of the fact that such person or such person's testator or intestate
was a director or officer of the Corporation, or served such other
corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity, against judgments, fines,
amounts paid in settlement and reasonable expenses, including
attorneys' fees actually and necessarily incurred as a result of such
action or proceeding, or any appeal therein. Such indemnification
shall be a contract right and shall include the right to be paid
advances of any expenses incurred by such person in connection with
such action, suit or proceeding, consistent with the provisions of
applicable law in effect at any time. Indemnification shall be deemed
to be 'permitted' within the meaning of the first sentence hereof if
it is not expressly prohibited by applicable law as in effect at the
time."
The Certificate of Incorporation of IBM (Article Eleven) provides the
following:
"Pursuant to Section 402(b) of the Business Corporation Law of
the State of New York, the liability of the Corporation's directors
to the Corporation or its stockholders for damages for breach of
duty as a director shall be eliminated to the fullest extent
permitted by the Business Corporation Law of the State of New York,
as it exists on the date hereof or as it may hereafter be amended.
No amendment to or repeal of this Article shall apply to or have any
effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal."
With certain limitations, Sections 721 through 726 of the New York
Business Corporation Law permit a corporation to indemnify a director or
officer made a party to an action (i) by a corporation or in its right in
order to procure a judgment in its favor unless he shall have breached his
duties, or (ii) other than an action by or in the right of the corporation in
order to procure a judgment in its favor, if such director or officer acted in
good faith and in a manner he reasonably believed to be in or, in certain
cases not opposed to such corporation's interest and additionally, in criminal
actions, had no reasonable cause to believe his conduct was unlawful.
In addition, IBM maintains directors' and officers' liability
insurance policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Number Description
-------------- -----------
5.1 Opinion of Andrew Bonzani, Esq., Assistant Secretary
and Senior Counsel, regarding the legality of the
securities being issued
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Andrew Bonzani, Esq., Assistant Secretary
and Senior Counsel (included in Exhibit 5.1)
24.1 Power of Attorney
2
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 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, 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.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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
Securities 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
Securities Act and will be governed by the final adjudication of such issue.
3
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 Armonk, State of New York, on the
17th day of January, 2002.
INTERNATIONAL BUSINESS MACHINES
CORPORATION,
By: /s/ Andrew Bonzani
-----------------------------------
Name: Andrew Bonzani, Esq.
Title: Assistant Secretary and
Senior Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on the 17th day of January, 2002.
Signature Title
--------- -----
*
---------------------------- Chairman of the Board of Directors and Chief
Louis V. Gerstner, Jr. Executive Officer (Principal Executive
Officer)
*
---------------------------- Senior Vice President and Chief Financial
John R. Joyce Officer (Principal Financial Officer)
*
---------------------------- Vice President and Controller
Mark Loughridge
*
---------------------------- Director
Cathleen Black
*
---------------------------- Director
Nannerl O. Keohane
*
---------------------------- Director
Charles F. Knight
*
---------------------------- Director
Minoru Makihara
*
---------------------------- Director
Lucio A. Noto
*
---------------------------- President and Chief Operating Officer
Samuel J. Palmisano
4
*
---------------------------- Director
John B. Slaughter
Director
*
---------------------------- Director
Sidney Taurel
*
---------------------------- Vice Chairman of the Board of Directors
John M. Thompson
*
---------------------------- Director
Alex Trotman
*
---------------------------- Director
Lodewijk C. van Wachem
*
---------------------------- Director
Charles M. Vest
* The undersigned, by signing his name hereto, does hereby execute this
Registration Statement pursuant to powers of attorney filed as Exhibit 24.1 to
this Registration Statement.
By: /s/ Andrew Bonzani
---------------------
Andrew Bonzani, Esq.
Attorney-in-Fact
5
EXHIBIT INDEX
EXHIBIT NO.
-----------
5.1 Opinion of Andrew Bonzani, Esq., Assistant
Secretary and Senior Counsel, regarding the
legality of the securities being issued
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Andrew Bonzani, Esq., Assistant
Secretary and Senior Counsel (included in
Exhibit 5.1)
24.1 Power of Attorney
EXHIBIT 5.1
January 17, 2002
International Business Machines Corporation
New Orchard Road
Armonk, NY 10504
Ladies and Gentlemen:
I am Assistant Secretary and Senior Counsel of International Business Machines
Corporation (herein called the "Corporation") and an attorney duly admitted to
practice in the State of New York. I am familiar with the Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act
of 1933 (the "Securities Act") regarding the shares of common stock, par value
$.20 per share, of the Corporation (the "Shares") to be issued pursuant to the
CrossWorlds Software, Inc. 2000 Non-Executive Stock Plan, CrossWorlds
Software, Inc. 2000 Directors' Stock Option Plan, CrossWorlds Software, Inc.
1999 Executive Stock Plan, CrossWorlds Software, Inc. 1997 Stock Plan, as
amended, and CrossWorlds Software, Inc. 1996 Stock Plan, as amended
(collectively, the "Plans").
I have reviewed such documents and records as I have deemed necessary or
appropriate to enable me to express an informed opinion with respect to the
matters covered hereby.
Based upon the foregoing, I am of the opinion that, when issued or sold in
accordance with the terms of the Plans, the Shares will be duly authorized,
legally issued, fully paid and nonassessable.
I hereby consent to the use of my name in the Registration Statement as
counsel who has passed upon the legality of the Shares, and to the use of this
opinion as an Exhibit to the Registration Statement.
Very truly yours,
/s/ Andrew Bonzani
---------------------------------------------
Andrew Bonzani, Esq.
Assistant Secretary and Senior Counsel
EXHIBIT 23.1
CONSENT OF PRICEWATERHOUSECOOPERS LLP
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of the following documents:
o our report dated January 17, 2001, relating to the consolidated financial
statements, which appears in the International Business Machines
Corporation 2000 Annual Report to Stockholders, which is incorporated by
reference in International Business Machines Corporation's Annual Report
on Form 10-K for the fiscal year ended December 31, 2000,
o our report dated January 17, 2001, relating to the financial statement
schedule, which appears in such Annual Report on Form 10-K and
o our report dated June 28, 2001, relating to the financial statements of
the IBM Tax Deferred Savings Plan 401(k) which appears in IBM's Annual
Report on Form 11-K for the fiscal year ended December 31, 2000.
/s/ PricewaterhouseCoopers LLP
---------------------------------------------
PricewaterhouseCoopers LLP
New York, New York
January 11, 2002
EXHIBIT 24.1
POWER OF ATTORNEY OF LOUIS V. GERSTNER, JR.
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Chairman
of the Board of Directors and Chief Executive Officer of International
Business Machines Corporation, a New York corporation (the "Corporation"),
which is to file with the Securities and Exchange Commission (the "SEC"),
Washington, D.C., under the provisions of the Securities Act of 1933 one or
more Registration Statements on Form S-4, S-8, or other appropriate Form, for
shares of capital stock of the Corporation or other interests whether issuable
in connection with the acquisition of CrossWorlds Software, Inc., or upon the
exercise or surrender of options assumed or exchanged by the Corporation that
were issued by CrossWorlds Software, Inc., hereby constitute and appoint John
M. Thompson, Samuel J. Palmisano, Lawrence R. Ricciardi, John R. Joyce, Mark
Loughridge, Robert F. Woods, Daniel E. O'Donnell and Andrew Bonzani, and each
of them, my true and lawful attorneys-in-fact and agents, with full power to
act, together or each without the others, for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements (which
Registration Statements may constitute post-effective amendments to
registration statements previously filed with the SEC) and any and all
amendments to the aforementioned Registration Statements, and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, and any and all other documents in connection therewith, with the
SEC, hereby granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 24th day of September, 2001.
/s/ Louis V. Gerstner, Jr
--------------------------------------------
Louis V. Gerstner, Jr.
Chairman of the Board of Directors and
Chief Executive Officer
POWER OF ATTORNEY OF JOHN R. JOYCE
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Senior
Vice President and Chief Financial Officer of International Business Machines
Corporation, a New York corporation (the "Corporation"), which is to file with
the Securities and Exchange Commission (the "SEC"), Washington, D.C., under
the provisions of the Securities Act of 1933 one or more Registration
Statements on Form S-4, S-8, or other appropriate Form, for shares of capital
stock of the Corporation or other interests whether issuable in connection
with the acquisition of CrossWorlds Software, Inc., or upon the exercise or
surrender of options assumed or exchanged by the Corporation that were issued
by CrossWorlds Software, Inc., hereby constitute and appoint Louis V.
Gerstner, Jr., John M. Thompson, Samuel J. Palmisano, Lawrence R. Ricciardi,
Mark Loughridge, Robert F. Woods, Daniel E. O'Donnell and Andrew Bonzani, and
each of them, my true and lawful attorneys-in-fact and agents, with full power
to act, together or each without the others, for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements (which
Registration Statements may constitute post-effective amendments to
registration statements previously filed with the SEC) and any and all
amendments to the aforementioned Registration Statements, and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, and any and all other documents in connection therewith, with the
SEC, hereby granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform any and all acts and things
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 24th day of September, 2001.
/s/ John R. Joyce
--------------------------------------------
John R. Joyce
Senior Vice President and
Chief Financial Officer
POWER OF ATTORNEY OF MARK LOUGHRIDGE
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Vice
President and Controller of International Business Machines Corporation, a New
York corporation (the "Corporation"), which is to file with the Securities and
Exchange Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933 one or more Registration Statements on Form S-4, S-8,
or other appropriate Form, for shares of capital stock of the Corporation or
other interests whether issuable in connection with the acquisition of
CrossWorlds Software, Inc., or upon the exercise or surrender of options
assumed or exchanged by the Corporation that were issued by CrossWorlds
Software, Inc., hereby constitute and appoint Louis V. Gerstner, Jr., John M.
Thompson, Samuel J. Palmisano, Lawrence R. Ricciardi, John R. Joyce, Robert F.
Woods, Daniel E. O'Donnell and Andrew Bonzani, and each of them, my true and
lawful attorneys-in-fact and agents, with full power to act, together or each
without the others, for me and in my name, place and stead, in any and all
capacities, to sign, or cause to be signed electronically, any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed with the
SEC) and any and all amendments to the aforementioned Registration Statements,
and to file said Registration Statements and amendments thereto so signed with
all exhibits thereto, and any and all other documents in connection therewith,
with the SEC, hereby granting unto said attorneys- in-fact and agents, and
each of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys- in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 24th day of September, 2001.
/s/ Mark Loughridge
----------------------------------
Mark Loughridge
Vice President and
Controller
POWER OF ATTORNEY OF SAMUEL J. PALMISANO
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
President and Chief Operating Officer of International Business Machines
Corporation, a New York corporation (the "Corporation"), which is to file with
the Securities and Exchange Commission (the "SEC") under the provisions of the
Securities Act of 1933 one or more Registration Statements on Form S-4, S-8,
or other appropriate Form, for shares of capital stock of the Corporation or
other interests whether issuable in connection with the acquisition of
CrossWorlds Software, Inc., or upon the exercise or surrender of options
assumed or exchanged by the Corporation that were issued by CrossWorlds
Software, Inc., hereby constitute and appoint Louis V. Gerstner, Jr., John M.
Thompson, Lawrence R. Ricciardi, John R. Joyce, Mark Loughridge, Robert F.
Woods, Daniel E. O'Donnell and Andrew Bonzani, and each of them, my true and
lawful attorneys-in-fact and agents, with full power to act, together or each
without the others, for me and in my name, place and stead, in any and all
capacities, to sign, or cause to be signed electronically any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed with the
SEC) and any and all amendments to the aforementioned Registration Statements
and to file said Registration Statements and amendments thereto so signed with
all exhibits thereto, and with any and all other documents in connection
therewith, with the SEC, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 24th day of September 2001.
/s/ Samuel J. Palmisano
------------------------------------------
Samuel J. Palmisano
President and Chief Operating
Officer
POWER OF ATTORNEY OF JOHN M. THOMPSON
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Vice
Chairman of International Business Machines Corporation, a New York
corporation (the " Corporation"), which is to file with the Securities and
Exchange Commission (the "SEC") under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-4, S-8, or other
appropriate Form, for shares of capital stock of the Corporation or other
interests whether issuable in connection with the acquisition of CrossWorlds
Software, Inc., or upon the exercise or surrender of options assumed or
exchanged by the Corporation that were issued by CrossWorlds Software, Inc.,
hereby constitute and appoint Louis V. Gerstner, Jr., Samuel J. Palmisano,
Lawrence R. Ricciardi, John R. Joyce, Mark Loughridge, Robert F. Woods, Daniel
E. O'Donnell and Andrew Bonzani, and each of them, my true and lawful
attorneys-in-fact and agents, with full power to act, together or each without
the others, for me and in my name, place and stead, in any and all capacities,
to sign, or cause to be signed electronically any and all of said Registration
Statements (which Registration Statements may constitute post-effective
amendments to registration statements previously filed with the SEC) and any
and all amendments to the aforementioned Registration Statements and to file
said Registration Statements and amendments thereto so signed with all
exhibits thereto, and with any and all other documents in connection
therewith, with the SEC, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 24th day of September 2001.
/s/ John M. Thompson
--------------------------------------------
John M. Thompson
Vice Chairman of the Board of
Directors
POWER OF ATTORNEY OF IBM DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Director
of International Business Machines Corporation, a New York corporation (the
"Corporation"), which is to file with the Securities and Exchange Commission
(the "SEC"), Washington, D.C., under the provisions of the Securities Act of
1933 one or more Registration Statements on Form S-4, S-8, or other
appropriate Form, for shares of capital stock of the Corporation or other
interests whether issuable in connection with the acquisition of CrossWorlds
Software, Inc., or upon the exercise or surrender of options assumed or
exchanged by the Corporation that were issued by CrossWorlds Software, Inc.,
hereby constitute and appoint Louis V. Gerstner, Jr., John M. Thompson, Samuel
J. Palmisano, Lawrence R. Ricciardi, John R. Joyce, Mark Loughridge, Robert F.
Woods, Daniel E. O'Donnell and Andrew Bonzani, and each of them, my true and
lawful attorneys-in-fact and agents, with full power to act, together or each
without the others, for me and in my name, place and stead, in any and all
capacities, to sign, or cause to be signed electronically, any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed with the
SEC) and any and all amendments to the aforementioned Registration Statements,
and to file said Registration Statements and amendments thereto so signed with
all exhibits thereto, and any and all other documents in connection therewith,
with the SEC, hereby granting unto said attorneys- in-fact and agents, and
each of them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys- in-fact and agents or any of them may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power of
Attorney as of this 24th day of September, 2001.
/s/ Cathleen Black
---------------------------------------------
Cathleen Black
Director
/s/ Nannerl O. Keohane
---------------------------------------------
Nannerl O. Keohane
Director
/s/ Charles F. Knight
---------------------------------------------
Charles F. Knight
Director
/s/ Minoru Makihara
---------------------------------------------
Minoru Makihara
Director
/s/ Lucio A. Noto
---------------------------------------------
Lucio A. Noto
Director
/s/ John B. Slaughter
---------------------------------------------
John B. Slaughter
Director
/s/ Sidney Taurel
---------------------------------------------
Sidney Taurel
Director
/s/ Alex Trotman
---------------------------------------------
Alex Trotman
Director
/s/ Lodewijk C. van Wachem
---------------------------------------------
Lodewijk C. van Wachem
Director
/s/ Charles M. Vest
---------------------------------------------
Charles M. Vest
Director