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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ZAPATA CORPORATION
(Exact name of issuer as specified in its charter)
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DELAWARE C-74-1339132
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1717 ST. JAMES PLACE, SUITE 550
HOUSTON, TEXAS 77056
(address of principal executive (Zip Code)
offices)
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1996 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
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Eric T. Furey
Vice President, General Counsel, and Corporate Secretary
Zapata Corporation
1717 St. James Place, Suite 550
Houston, Texas 77056
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (713) 940-6100
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE
- ------------------------------------------------------------------------------------------------------------
Common Stock, $0.25
par value 5,000,000 shares $6.78125 $33,906,250 $10,003
============================================================================================================
(1) Estimated in accordance with Rules 457(c) and 457(h) solely for the
purpose of calculating the registration fee and based upon the average of
the high and low sales prices reported on the New York Stock Exchange
Composite Tape on December 22, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the plan information
required by Item 1 of Form S-8 and the statement of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to participants as specified by Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and
the requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. The Registrant shall maintain a
file of such documents in accordance with the provisions of Rule 428. Upon
request, the Registrant shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Zapata Corporation (the "Company" or "Zapata")
(File No. 1-4219) pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated in this Registration Statement by
reference.
(1) Annual Report on Form 10-K for the year ended
September 30, 1997;
(2) The description of the Company's Common Stock
contained in the Company's Current Report on Form 8-K dated
December 23, 1997.
All documents filed with the Commission by the Company
pursuant to sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement contained herein or 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 subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any 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.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Delaware General Corporation Law
Section 145(a) of the General Corporation Law of the State of
Delaware (the "DGCL") provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe
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his conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
Section 145(b) of the DGCL states that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Section 145(c) of the DGCL provides that to the extent that a
director, officer, employee or agent of a corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b) of Section 145, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
Section 145(d) of the DGCL states that any indemnification
under subsections (a) and (b) of Section 145 (unless ordered by a court) shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b). Such determination shall be made
(1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.
Section 145(e) of the DGCL provides that expenses (including
attorneys' fees) incurred by an officer or director in defending any civil,
criminal, administrative or investigative action, suit or proceeding may be
paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the corporation as authorized in
Section 145. Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the board of directors deems appropriate.
Section 145(f) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, the other
subsections of Section 145 shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.
Section 145(g) of the DGCL provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of Section 145.
Section 145(j) of the DGCL states that the indemnification and
advancement of expenses provided by, or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person
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who has ceased to be a director, officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of such a person.
Restated Certificate of Incorporation
Zapata's Restated Certificate of Incorporation provides that a
director of Zapata shall not be personally liable to Zapata or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to Zapata or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL or (iv) for any transaction from which the director derived an
improper personal benefit. Any repeal or modification of such provision of the
Restated Certificate of Incorporation by the stockholders of Zapata shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of Zapata existing at the time of such repeal or
modification.
By-laws
Zapata's By-laws provide that each person who was or is made a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of Zapata), by reason of
the fact that he is or was a director or officer of Zapata or is or was serving
or has agreed to serve at the request of Zapata as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise,
shall, subject to certain limitations, be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection therewith,
subject to certain conditions. Zapata's By-laws also provide, subject to
certain limitations, that Zapata shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of Zapata to procure a judgment in
its favor by reason of the fact that such person is or was a director or
officer of Zapata, or is or was serving at the request of Zapata as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise, against any expenses actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit, if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of Zapata. Zapata's By-laws further specify
procedures for advancement of expenses by Zapata in certain circumstances.
Zapata's By-laws also empower Zapata to purchase and maintain insurance that
protects its officers, directors, employees and agents against any liabilities
incurred in connection with their service in such positions.
Indemnification Agreements
Zapata has entered into Indemnification Agreements with each of its
directors and executive officers. The Indemnification Agreements provide for
indemnification substantially consistent with the indemnification provisions of
Zapata's By-laws. The Indemnification Agreements also provide for specific
procedures regarding the right to indemnification and for the advancement of
expenses, including procedures for the submission of claims for
indemnification, procedures for determining entitlement to indemnification
(including the allocation of the burden of proof and selection of a reviewing
party) and provisions for the enforcement of the indemnification rights
established thereunder.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
The following documents are filed as a part of this
Registration Statement or incorporated by reference herein:
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
- ------- -------------------- ------------ ----------- ---------
4.1* - Restated Certificate of Incorporation of the Current Report 1-4219 3(a)
Company filed with the Secretary of State on Form 8-K
of Delaware May 3, 1994 dated April 27,
1994
4.2* Certificate of Designation, Preferences and Quarterly Report 1-4219 3(b)
Rights of $1 Preference Stock on Form 10-Q for
Quarter ended
March 31, 1993
4.3* Certificate of Designation, Preferences and Quarterly Report 1-4219 3(c)
Rights of $100 Preference Stock on Form 10-Q for
Quarter ended
March 31, 1993
4.4* - 1996 Long-Term Incentive Plan of Zapata Definitive Proxy 1-4219 Appendix
Statement (Sch. A
14A) dated
November 13, 1996
5 - Opinion of Eric T. Furey, Esquire
23.1 - Consent of Coopers & Lybrand L.L.P.
23.2 - Consent of Eric T. Furey
(included in Exhibit 5)
24 - Powers of Attorney
- --------------
* Incorporated herein by reference as indicated.
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;
(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;
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(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;
Provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above 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 Exchange Act that are incorporated by reference in
the 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 provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 or Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, the State of Texas, on December 23,
1997.
ZAPATA CORPORATION
By: /s/ Avram A. Glazer
---------------------------------
(Avram A. Glazer, President and
Chief Executive Officer)
Pursuant to the requirements of the Securities Act, this
Registration Statement or Amendment has been signed by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ Avram A. Glazer President and Chief Executive December 23, 1997
- ----------------------------- Officer and Director
(Avram A. Glazer) (Principal Executive Officer
and Director)
/s/ Robert A. Gardiner Senior Vice President and December 23, 1997
- ----------------------------- Chief Financial Officer
(Robert A. Gardiner) (Principal Financial Officer
and Principal Accounting
Officer)
WARREN H. GFELLER, BRYAN G. GLAZER,
EDWARD S. GLAZER, MALCOLM I. GLAZER,
R. C. LASSITER, ROBERT V. LEFFLER,
JR., DAVID N. LITMAN Directors December 23, 1997
*By: /s/ Eric T. Furey
---------------------------------
(Eric T. Furey, Attorney-In-Fact)
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INDEX TO EXHIBITS
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
- ------- -------------------- ------------ ----------- ---------
4.1* - Restated Certificate of Incorporation of the Current Report 1-4219 3(a)
Company filed with the Secretary of State on Form 8-K
of Delaware May 3, 1994 dated April 27,
1994
4.2* Certificate of Designation, Preferences and Quarterly Report 1-4219 3(b)
Rights of $1 Preference Stock on Form 10-Q for
Quarter ended
March 31, 1993
4.3* Certificate of Designation, Preferences and Quarterly Report 1-4219 3(c)
Rights of $100 Preference Stock on Form 10-Q for
Quarter ended
March 31, 1993
4.4* - 1996 Long-Term Incentive Plan of Zapata Definitive Proxy 1-4219 Appendix
Statement (Sch. A
14A) dated
November 13, 1996
5 - Opinion of Eric T. Furey, Esquire
23.1 - Consent of Coopers & Lybrand L.L.P.
23.2 - Consent of Eric T. Furey
(included in Exhibit 5)
24 - Powers of Attorney
- -----------------
* Incorporated herein by reference as indicated.
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Exhibit 5
December 23, 1997
Zapata Corporation
1717 St. James Place, Suite 550
Houston, Texas 77056
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Zapata Corporation, a Delaware
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, relating to up to 5,000,000 shares (the
"Shares") of common stock, par value $0.25 per share, of the Company (the
"Common Stock") that may be offered and sold from time to time pursuant to the
Company's 1996 Long- Term Incentive Plan (the "Plan"), certain legal matters in
connection with the Shares subject to original issuance by the Company are
being passed upon for you by me. At your request, this opinion is being
furnished to you for filing as Exhibit 5 to the Registration Statement.
In my capacity as General Counsel of the Company, I have examined
the Company's Restated Certificate of Incorporation and Bylaws, each as amended
to date, and have examined originals, or copies certified or otherwise
identified, of corporate records of the Company, certificates of public
officials and of representatives of the Company, statutes and other instruments
or documents, as a basis for the opinions hereinafter expressed. In giving
such opinions, I have relied upon certificates of officers of the Company with
respect to the accuracy of the material factual matters contained in such
certificates. In making my examination, I have assumed that all signatures on
all documents examined by me are genuine, that all documents submitted to me as
originals are accurate and complete, that all documents submitted to me as
copies are true and correct copies of the originals thereof and that all
information submitted to me was accurate and complete.
On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications set forth herein, I am of the opinion that:
1. The Company is a corporation duly organized and validly
existing in good standing under the laws of the State of Delaware.
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Zapata Corporation - 2 - December 23, 1997
2. In the case of Shares originally issued by the Company
pursuant to the terms of the Plan, following due authorization of a
particular award thereunder by the Board of Directors of the Company or
a duly constituted and acting committee of the Board of Directors of
the Company as provided in and in accordance with the Plan, the Shares
issuable pursuant to such award will have been duly authorized by all
necessary corporate action on the part of the Company. Upon issuance
and delivery of such Shares from time to time pursuant to the terms of
such award in accordance with the terms and conditions thereof,
including, if applicable, the lapse of any restrictions relating
thereto, the satisfaction of any performance conditions associated
therewith and any requisite determinations by or pursuant to the
authority of the Board of Directors or a duly constituted and acting
committee thereof as provided therein, and, in the case of stock
options, the exercise thereof and payment for such Shares as provided
therein, such Shares will be validly issued, fully paid and
nonassessable.
This opinion is limited to the original issuance of Shares by the
Company and does not cover shares of Common Stock delivered by the Company out
of shares reacquired by it.
Very truly yours,
Eric T. Furey
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated December 11, 1997 on our audits of the
consolidated financial statements of Zapata Corporation, which report includes
an explanatory paragraph describing that the Company changed its method of
accounting for its equity interest in an unconsolidated affiliate in 1996 and
the Company adopted Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of" in 1995.
COOPERS & LYBRAND L.L.P.
Houston, Texas
December 23, 1997
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Exhibit 24
ZAPATA CORPORATION
Power of Attorney
WHEREAS, ZAPATA CORPORATION, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement of Form S-8, and may file amendment or amendments
thereto, as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to such Registration Statement, in
connection with an offering of up to 5,000,000 shares of the Company's common
stock, par value $0.25 per share, from time to time pursuant to the Company's
1996 Long-Term Incentive Plan;
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Joseph
L. von Rosenberg III, Robert A. Gardiner and Eric T. Furey, and each of them
severally, his true and lawful attorneys-in-fact and agents with power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any and all
amendments thereto and all instruments necessary or incidental in connection
therewith and to file the same with the Commission. Each of such
attorneys-in-fact and agents shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
such attorneys-in-fact and agents and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as
of the 2nd day of November, 1997.
/s/ Warren H. Gfeller
-----------------------------------
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ZAPATA CORPORATION
Power of Attorney
WHEREAS, ZAPATA CORPORATION, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement of Form S-8, and may file amendment or amendments
thereto, as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to such Registration Statement, in
connection with an offering of up to 5,000,000 shares of the Company's common
stock, par value $0.25 per share, from time to time pursuant to the Company's
1996 Long-Term Incentive Plan;
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Joseph
L. von Rosenberg III, Robert A. Gardiner and Eric T. Furey, and each of them
severally, his true and lawful attorneys-in-fact and agents with power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any and all
amendments thereto and all instruments necessary or incidental in connection
therewith and to file the same with the Commission. Each of such
attorneys-in-fact and agents shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
such attorneys-in-fact and agents and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as
of the 2nd day of December, 1997.
/s/ Bryan G. Glazer
-----------------------------------
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ZAPATA CORPORATION
Power of Attorney
WHEREAS, ZAPATA CORPORATION, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement of Form S-8, and may file amendment or amendments
thereto, as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to such Registration Statement, in
connection with an offering of up to 5,000,000 shares of the Company's common
stock, par value $0.25 per share, from time to time pursuant to the Company's
1996 Long-Term Incentive Plan;
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Joseph
L. von Rosenberg III, Robert A. Gardiner and Eric T. Furey, and each of them
severally, his true and lawful attorneys-in-fact and agents with power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any and all
amendments thereto and all instruments necessary or incidental in connection
therewith and to file the same with the Commission. Each of such
attorneys-in-fact and agents shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
such attorneys-in-fact and agents and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as
of the 11th day of November, 1997.
/s/ Edward S. Glazer
-----------------------------------
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ZAPATA CORPORATION
Power of Attorney
WHEREAS, ZAPATA CORPORATION, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement of Form S-8, and may file amendment or amendments
thereto, as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to such Registration Statement, in
connection with an offering of up to 5,000,000 shares of the Company's common
stock, par value $0.25 per share, from time to time pursuant to the Company's
1996 Long-Term Incentive Plan;
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Joseph
L. von Rosenberg III, Robert A. Gardiner and Eric T. Furey, and each of them
severally, his true and lawful attorneys-in-fact and agents with power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any and all
amendments thereto and all instruments necessary or incidental in connection
therewith and to file the same with the Commission. Each of such
attorneys-in-fact and agents shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
such attorneys-in-fact and agents and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as
of the 14th day of November, 1997.
/s/ Malcolm I. Glazer
-----------------------------------
5
ZAPATA CORPORATION
Power of Attorney
WHEREAS, ZAPATA CORPORATION, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement of Form S-8, and may file amendment or amendments
thereto, as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to such Registration Statement, in
connection with an offering of up to 5,000,000 shares of the Company's common
stock, par value $0.25 per share, from time to time pursuant to the Company's
1996 Long-Term Incentive Plan;
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Joseph
L. von Rosenberg III, Robert A. Gardiner and Eric T. Furey, and each of them
severally, his true and lawful attorneys-in-fact and agents with power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any and all
amendments thereto and all instruments necessary or incidental in connection
therewith and to file the same with the Commission. Each of such
attorneys-in-fact and agents shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
such attorneys-in-fact and agents and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as
of the 5th day of November, 1997.
/s/ R. C. Lassiter
-----------------------------------
6
ZAPATA CORPORATION
Power of Attorney
WHEREAS, ZAPATA CORPORATION, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement of Form S-8, and may file amendment or amendments
thereto, as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to such Registration Statement, in
connection with an offering of up to 5,000,000 shares of the Company's common
stock, par value $0.25 per share, from time to time pursuant to the Company's
1996 Long-Term Incentive Plan;
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Joseph
L. von Rosenberg III, Robert A. Gardiner and Eric T. Furey, and each of them
severally, his true and lawful attorneys-in-fact and agents with power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any and all
amendments thereto and all instruments necessary or incidental in connection
therewith and to file the same with the Commission. Each of such
attorneys-in-fact and agents shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
such attorneys-in-fact and agents and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as
of the 5th day of November, 1997.
/s/ Robert V. Leffler, Jr.
-----------------------------------
7
ZAPATA CORPORATION
Power of Attorney
WHEREAS, ZAPATA CORPORATION, a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement of Form S-8, and may file amendment or amendments
thereto, as prescribed by the Commission pursuant to the Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to such Registration Statement, in
connection with an offering of up to 5,000,000 shares of the Company's common
stock, par value $0.25 per share, from time to time pursuant to the Company's
1996 Long-Term Incentive Plan;
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Joseph
L. von Rosenberg III, Robert A. Gardiner and Eric T. Furey, and each of them
severally, his true and lawful attorneys-in-fact and agents with power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any and all
amendments thereto and all instruments necessary or incidental in connection
therewith and to file the same with the Commission. Each of such
attorneys-in-fact and agents shall have full power and authority to do and
perform in the name and on behalf of the undersigned, in any and all
capacities, every act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
such attorneys-in-fact and agents and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument as
of the 7th day of November, 1997.
/s/ David N. Litman
-----------------------------------
