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Lexmark International Inc/KY, et al. – ‘S-3/A’ on 5/5/98 – EX-24

As of: Tuesday, 5/5/98 · Accession #: 1047469-98-18260 · File #s: 333-50609, -01

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/05/98  Lexmark International Inc/KY      S-3/A                  3:133K                                   Merrill Corp/New/FA
          Lexmark International Inc

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Pre-Effective Amendment to Registration Statement     33    168K 
                          for Securities Offered Pursuant to a                   
                          Transaction                                            
 2: EX-23.1     Consent of Experts or Counsel                          1      6K 
 3: EX-24       Power of Attorney                                      9     32K

EX-24 — Power of Attorney

EX-24 1st Page of 9 TOC ↑Top Previous Next ↓Bottom Just 1st
 
POWER OF ATTORNEY 

The undersigned, a director of Lexmark International Group, Inc., a     
Delaware corporation ("LIG"), and Lexmark International, Inc., a Delaware       
corporation ("LII"), does hereby constitute and appoint Marvin L. Mann, Gary    
E. Morin and Vincent J. Cole, and each of them, with full power of              
substitution, as his true and lawful attorneys and agents, to execute in his    
name and on his behalf:                                                         

(a) one or more Registration Statements on an appropriate form
proposed to be filed with the Securities and Exchange Commission ("SEC")
for the purpose of registering under the Securities Act of 1933, as     
amended (the "Securities Act"), (i) such principal amount of debt       
securities of LII as shall be determined pursuant to a resolution of the
Board of Directors of LII or any dully authorized committee thereof and 
(ii) such guarantee by LIG of the obligations of LII under such debt    
securities as shall be determined pursuant to a resolution of the Board 
of Directors of LIG or any duly authorized committee thereof;           

(b) any and all supplements and amendments (including, without
limitation, post-effective amendments and any subsequent registration   
statements pursuant to Rule 462(b) under the Securities Act) to such    
Registration Statements; and                                            

      (c) any and all other documents and instruments which such attorneys
and agents deem necessary or advisable to enable the Company to comply  
with (i) the Securities Act and the other federal securities laws of the
United States of America (including, without limitation, the Exchange   
 Act) and the rules, regulations and requirements of the SEC in respect of
any thereof, (ii) the securities or Blue Sky laws of any state or other 
 governmental subdivision of the United States of America, (iii) the rules
and regulations of the New York Stock Exchange, Inc. or any other       
national or foreign securities exchange or authorized interdealer       
quotation system, (iv) the requirements of the National Association of  
Securities Dealers, Inc. and (v) the securities laws of any foreign     
jurisdiction; and the undersigned does hereby ratify and confirm as his 
own acts and deeds all that such attorneys-in-fact and agents, and each 
of them, shall do or cause to be done by virtue hereof. Each one of such
attorneys-in-fact and agents shall have, and may exercise, all of the   
powers hereby conferred.                                                

IN WITNESS WHEREOF, the undersigned has hereunto this power of attorney 
this 29 day of April, 1998.                                                     

                  /s/ MARTIN D. WALKER
                            ------------------------------
              Martin D. Walker

EX-24 2nd Page of 9 TOC 1st Previous Next ↓Bottom Just 2nd
POWER OF ATTORNEY   

The undersigned, a director of Lexmark International Group, Inc., a     
Delaware corporation ("LIG"), and Lexmark International, Inc., a Delaware       
corporation ("LII"), does hereby constitute and appoint Marvin L. Mann, Gary    
E. Morin and Vincent J. Cole, and each of them, with full power of              
substitution, as his true and lawful attorneys and agents, to execute in his    
name and on his behalf:                                                         

(a) one or more Registration Statements on an appropriate form
proposed to be filed with the Securities and Exchange Commission ("SEC")
for the purpose of registering under the Securities Act of 1933, as     
    amended (the "Securities Act"), (i) such principal amount of debt securities
of LII as shall be determined pursuant to a resolution of the Board of  
Directors of LII or any duly authorized committee thereof and (ii) such 
guarantee by LIG of the obligations of LII under such debt securities as
 shall be determined pursuant to a resolution of the Board of Directors of
LIG or any duly authorized committee thereof;                           

(b) any and all supplements and amendments (including, without
limitation, post-effective amendments and any subsequent registration   
statements pursuant to Rule 462(b) under the Securities Act) to such    
Registration Statements; and                                            

      (c) any and all other documents and instruments which such attorneys
and agents deem necessary or advisable to enable the Company to comply  
with (i) the Securities Act and the other federal securities laws of the
  United States of America (including, without limitation, the Exchange Act)
and the rules, regulations and requirements of the SEC in respect of any
thereof, (ii) the securities or Blue Sky laws of any state or other     
 governmental subdivision of the United States of America, (iii) the rules
  and regulations of the New York Stock Exchange, Inc. or any other national
  or foreign securities exchange or authorized interdealer quotation system,
(iv) the requirements of the National Association of Securities Dealers,
Inc. and (v) the securities laws of any foreign jurisdiction; and the   
undersigned does hereby ratify and confirm as his own acts and deeds all
   that such attorneys-in-fact and agents, and each of them, shall do or cause
  to be done by virtue hereof. Each one of such attorneys-in-fact and agents
shall have, and may exercise, all of the powers hereby conferred.       

IN WITNESS WHEREOF, the undersigned has hereunto this power of attorney 
this 29th day of April, 1998.                                                   

                               /s/ Michael J. Maples
                                  ------------------------
                           Michael J. Maples

EX-24 3rd Page of 9 TOC 1st Previous Next ↓Bottom Just 3rd
POWER OF ATTORNEY   

The undersigned, a director of Lexmark International Group, Inc., a     
Delaware corporation ("LIG"), and Lexmark International, Inc., a Delaware       
corporation ("LII"), does hereby constitute and appoint Gary E. Morin and       
Vincent J. Cole, and each of them, with full power of substitution, as his      
true and lawful attorneys and agents, to execute in his name and on his         
behalf:                                                                         

(a) one or more Registration Statements on an appropriate form
proposed to be filed with the Securities and Exchange Commission ("SEC")
for the purpose of registering under the Securities Act of 1933, as     
    amended (the "Securities Act"), (i) such principal amount of debt securities
of LII as shall be determined pursuant to a resolution of the Board of  
Directors of LII or any duly authorized committee thereof and (ii) such 
guarantee by LIG of the obligations of LII under such debt securities as
 shall be determined pursuant to a resolution of the Board of Directors of
LIG or any duly authorized committee thereof;                           

(b) any and all supplements and amendments (including, without
limitation, post-effective amendments and any subsequent registration   
statements pursuant to Rule 462(b) under the Securities Act) to such    
Registration Statements; and                                            

      (c) any and all other documents and instruments which such attorneys
and agents deem necessary or advisable to enable the Company to comply  
with (i) the Securities Act and the other federal securities laws of the
  United States of America (including, without limitation, the Exchange Act)
and the rules, regulations and requirements of the SEC in respect of any
thereof, (ii) the securities or Blue Sky laws of any state or other     
 governmental subdivision of the United States of America, (iii) the rules
  and regulations of the New York Stock Exchange, Inc. or any other national
  or foreign securities exchange or authorized interdealer quotation system,
(iv) the requirements of the National Association of Securities Dealers,
Inc. and (v) the securities laws of any foreign jurisdiction; and the   
undersigned does hereby ratify and confirm as his own acts and deeds all
   that such attorneys-in-fact and agents, and each of them, shall do or cause
  to be done by virtue hereof. Each one of such attorneys-in-fact and agents
shall have, and may exercise, all of the powers hereby conferred.       

IN WITNESS WHEREOF, the undersigned has hereunto this power of attorney 
this 29th day of April, 1998.                                                   

                            /s/ Marvin L. Mann
                                  ------------------------
                        Marvin L. Mann

EX-24 4th Page of 9 TOC 1st Previous Next ↓Bottom Just 4th
POWER OF ATTORNEY   

The undersigned, a director of Lexmark International Group, Inc., a     
Delaware corporation ("LIG"), and Lexmark International, Inc., a Delaware       
corporation ("LII"), does hereby constitute and appoint Marvin L. Mann, Gary    
E. Morin and Vincent J. Cole, and each of them, with full power of              
substitution, as his true and lawful attorneys and agents, to execute in his    
name and on his behalf:                                                         

(a) one or more Registration Statements on an appropriate form
proposed to be filed with the Securities and Exchange Commission ("SEC")
for the purpose of registering under the Securities Act of 1933, as     
    amended (the "Securities Act"), (i) such principal amount of debt securities
of LII as shall be determined pursuant to a resolution of the Board of  
Directors of LII or any duly authorized committee thereof and (ii) such 
guarantee by LIG of the obligations of LII under such debt securities as
 shall be determined pursuant to a resolution of the Board of Directors of
LIG or any duly authorized committee thereof;                           

(b) any and all supplements and amendments (including, without
limitation, post-effective amendments and any subsequent registration   
statements pursuant to Rule 462(b) under the Securities Act) to such    
Registration Statements; and                                            

      (c) any and all other documents and instruments which such attorneys
and agents deem necessary or advisable to enable the Company to comply  
with (i) the Securities Act and the other federal securities laws of the
  United States of America (including, without limitation, the Exchange Act)
and the rules, regulations and requirements of the SEC in respect of any
thereof, (ii) the securities or Blue Sky laws of any state or other     
 governmental subdivision of the United States of America, (iii) the rules
  and regulations of the New York Stock Exchange, Inc. or any other national
  or foreign securities exchange or authorized interdealer quotation system,
(iv) the requirements of the National Association of Securities Dealers,
Inc. and (v) the securities laws of any foreign jurisdiction; and the   
undersigned does hereby ratify and confirm as his own acts and deeds all
   that such attorneys-in-fact and agents, and each of them, shall do or cause
  to be done by virtue hereof. Each one of such attorneys-in-fact and agents
shall have, and may exercise, all of the powers hereby conferred.       

IN WITNESS WHEREOF, the undersigned has hereunto this power of attorney 
this 29th day of April, 1998.                                                   

                               /s/ Stephen R. Hardis
                                  ------------------------
                           Stephen R. Hardis

EX-24 5th Page of 9 TOC 1st Previous Next ↓Bottom Just 5th
POWER OF ATTORNEY   

The undersigned, a director of Lexmark International Group, Inc., a     
Delaware corporation ("LIG"), and Lexmark International, Inc., a Delaware       
corporation ("LII"), does hereby constitute and appoint Marvin L. Mann, Gary    
E. Morin and Vincent J. Cole, and each of them, with full power of              
substitution, as his true and lawful attorneys and agents, to execute in his    
name and on his behalf:                                                         

(a) one or more Registration Statements on an appropriate form
proposed to be filed with the Securities and Exchange Commission ("SEC")
for the purpose of registering under the Securities Act of 1933, as     
    amended (the "Securities Act"), (i) such principal amount of debt securities
of LII as shall be determined pursuant to a resolution of the Board of  
Directors of LII or any duly authorized committee thereof and (ii) such 
guarantee by LIG of the obligations of LII under such debt securities as
 shall be determined pursuant to a resolution of the Board of Directors of
LIG or any duly authorized committee thereof;                           

(b) any and all supplements and amendments (including, without
limitation, post-effective amendments and any subsequent registration   
statements pursuant to Rule 462(b) under the Securities Act) to such    
Registration Statements; and                                            

      (c) any and all other documents and instruments which such attorneys
and agents deem necessary or advisable to enable the Company to comply  
with (i) the Securities Act and the other federal securities laws of the
  United States of America (including, without limitation, the Exchange Act)
and the rules, regulations and requirements of the SEC in respect of any
thereof, (ii) the securities or Blue Sky laws of any state or other     
 governmental subdivision of the United States of America, (iii) the rules
  and regulations of the New York Stock Exchange, Inc. or any other national
  or foreign securities exchange or authorized interdealer quotation system,
(iv) the requirements of the National Association of Securities Dealers,
Inc. and (v) the securities laws of any foreign jurisdiction; and the   
undersigned does hereby ratify and confirm as his own acts and deeds all
   that such attorneys-in-fact and agents, and each of them, shall do or cause
  to be done by virtue hereof. Each one of such attorneys-in-fact and agents
shall have, and may exercise, all of the powers hereby conferred.       

IN WITNESS WHEREOF, the undersigned has hereunto this power of attorney 
this 29th day of April, 1998.                                                   

                             /s/ Ralph E. Gomory
                                  ------------------------
                         Ralph E. Gomory

EX-24 6th Page of 9 TOC 1st Previous Next ↓Bottom Just 6th
POWER OF ATTORNEY   

The undersigned, a director of Lexmark International Group, Inc., a     
Delaware corporation ("LIG"), and Lexmark International, Inc., a Delaware       
corporation ("LII"), does hereby constitute and appoint Marvin L. Mann, Gary    
E. Morin and Vincent J. Cole, and each of them, with full power of              
substitution, as his true and lawful attorneys and agents, to execute in his    
name and on his behalf:                                                         

(a) one or more Registration Statements on an appropriate form
proposed to be filed with the Securities and Exchange Commission ("SEC")
for the purpose of registering under the Securities Act of 1933, as     
    amended (the "Securities Act"), (i) such principal amount of debt securities
of LII as shall be determined pursuant to a resolution of the Board of  
Directors of LII or any duly authorized committee thereof and (ii) such 
guarantee by LIG of the obligations of LII under such debt securities as
 shall be determined pursuant to a resolution of the Board of Directors of
LIG or any duly authorized committee thereof;                           

(b) any and all supplements and amendments (including, without
limitation, post-effective amendments and any subsequent registration   
statements pursuant to Rule 462(b) under the Securities Act) to such    
Registration Statements; and                                            

      (c) any and all other documents and instruments which such attorneys
and agents deem necessary or advisable to enable the Company to comply  
with (i) the Securities Act and the other federal securities laws of the
  United States of America (including, without limitation, the Exchange Act)
and the rules, regulations and requirements of the SEC in respect of any
thereof, (ii) the securities or Blue Sky laws of any state or other     
 governmental subdivision of the United States of America, (iii) the rules
  and regulations of the New York Stock Exchange, Inc. or any other national
  or foreign securities exchange or authorized interdealer quotation system,
(iv) the requirements of the National Association of Securities Dealers,
Inc. and (v) the securities laws of any foreign jurisdiction; and the   
undersigned does hereby ratify and confirm as his own acts and deeds all
   that such attorneys-in-fact and agents, and each of them, shall do or cause
  to be done by virtue hereof. Each one of such attorneys-in-fact and agents
shall have, and may exercise, all of the powers hereby conferred.       

IN WITNESS WHEREOF, the undersigned has hereunto this power of attorney 
this 29th day of April, 1998.                                                   

                               /s/ William R. Fields
                                  ------------------------
                           William R. Fields

EX-24 7th Page of 9 TOC 1st Previous Next ↓Bottom Just 7th
POWER OF ATTORNEY 
----------------- 

The undersigned, a director of Lexmark International Group, Inc., a     
Delaware corportion ("LIG"),  and Lexmark International, Inc., a Delaware       
corporation ("LII"), does hereby constitute and appoint Marvin L. Mann, Gary    
E. Morin and Vincent J. Cole, and each of them, with full power of              
substitution, as his true and lawful attorneys and agents, to execute in his    
name and on his behalf:                                                         

(a) one or more Registration Statements on an appropriate form
proposed to be filed with the Securities and Exchange Commission ("SEC")
for the purpose of registering under the Securities Act of 1933, as     
amended (the "Securities Act"), (i) such principal amount of debt       
securities of LII as shall be determined pursuant to a resolution of the
Board of Directors of LII or any duly authorized committee thereof and  
(ii) such guarantee by LIG of the obligations of LII under such debt    
  securities as shall be determined pursuant to a resolution of the Board of
Directors of LIG or any duly authorized committee thereof.              

(b) any and all supplments and amendments (including, without 
limitation, post-effective amendments and any subsequent registration   
statements pursuant to Rule 462(b) under the Securities Act) to such    
Registration Statements; and                                            

      (c) any and all other documents and instruments which such attorneys
and agents deem necessary or advisable to enable the Company to comply  
with (i) the Securities Act and the other federal securities laws of the
  United States of America (including, without limitation, the Exchange Act)
and the rules, regulations and requirements of the SEC in respect of any
thereof, (ii) the securities or Blue Sky laws of any state or other     
govermental subdivision of the United States of America, (iii) the rules
  and regulations of the New York Stock Exchange, Inc. or any other national
or foreign securities exchange or authorized interdealer quotation      
system, (iv) the requirements of the National Association of Securities 
  Dealers, Inc. and (v) the securities laws of any foreign jurisdiction; and
the undersigned does hereby ratify and confirm as his own acts and deeds
 all that such attorneys-in-fact and agents, and each of them, shall do or
 cause to be done by virtue hereof. Each one of such attorneys-in-fact and
agents shall have, and may exercise, all of the powers hereby conferred.

IN WITNESS WHEREOF, the udnersigned has hereunto this power of attorney 
this 29th day of April, 1998.                                           

                                               /s/ Paul J. Curlander
                                               ---------------------
                                           Paul J. Curlander

EX-24 8th Page of 9 TOC 1st Previous Next ↓Bottom Just 8th
POWER OF ATTORNEY 

The undersigned, a director of Lexmark International Group, Inc., a     
Delaware corportion ("LIG"),  and Lexmark International, Inc., a Delaware       
corporation ("LII"), does hereby constitute and appoint Marvin L. Mann, Gary    
E. Morin and Vincent J. Cole, and each of them, with full power of              
substitution, as his true and lawful attorneys and agents, to execute in his    
name and on his behalf:                                                         

(a) one or more Registration Statements on an appropriate form
proposed to be filed with the Securities and Exchange Commission ("SEC")
for the purpose of registering under the Securities Act of 1933, as     
amended (the "Securities Act"), (i) such principal amount of debt       
securities of LII as shall be determined pursuant to a resolution of the
Board of Directors of LII or any duly authorized committee thereof and  
(ii) such guarantee by LIG of the obligations of LII under such debt    
  securities as shall be determined pursuant to a resolution of the Board of
Directors of LIG or any duly authorized committee thereof.              

(b) any and all supplments and amendments (including, without 
limitation, post-effective amendments and any subsequent registration   
statements pursuant to Rule 462(b) under the Securities Act) to such    
Registration Statements; and                                            

       (c) any and all other documtnets and instruments which such attorneys
and agents deem necessary or advisable to enable the Company to comply  
with (i) the Securities Act and the other federal securities laws of the
  United States of America (including, without limitation, the Exchange Act)
and the rules, regulations and requirements of the SEC in respect of any
thereof, (ii) the securities or Blue Sky laws of any state or other     
govermental subdivision of the United States of America, (iii) the rules
  and regulations of the New York Stock Exchange, Inc. or any other national
or foreign securities exchange or authorized interdealer quotation      
system, (iv) the requirements of the National Association of Securities 
  Dealers, Inc. and (v) the securities laws of any foreign jurisdiction; and
the undersigned does hereby ratify and confirm as his own acts and deeds
 all that such attorneys-in-fact and agents, and each of them, shall do or
 cause to be done by virtue hereof. Each one of such attorneys-in-fact and
agents shall have, and may exercise, all of the powers hereby conferred.

IN WITNESS WHEREOF, the udnersigned has hereunto this power of attorney 
this 29th day of April, 1998.                                           

                                             /s/ B. Charles Ames
                                             -------------------
                                         B. Charles Ames

EX-24 Last Page of 9 TOC 1st Previous Next ↓Bottom Just 9th
POWER OF ATTORNEY 

The undersigned, a director of Lexmark International Group, Inc., a     
Delaware corportion ("LIG"),  and Lexmark International, Inc., a Delaware       
corporation ("LII"), does hereby constitute and appoint Marvin L. Mann, Gary    
E. Morin and Vincent J. Cole, and each of them, with full power of              
substitution, as his true and lawful attorneys and agents, to execute in his    
name and on his behalf:                                                         

(a) one or more Registration Statements on an appropriate form
proposed to be filed with the Securities and Exchange Commission ("SEC")
for the purpose of registering under the Securities Act of 1933, as     
amended (the "Securities Act"), (i) such principal amount of debt       
securities of LII as shall be determined pursuant to a resolution of the
Board of Directors of LII or any duly authorized committee thereof and  
(ii) such guarantee by LIG of the obligations of LII under such debt    
  securities as shall be determined pursuant to a resolution of the Board of
Directors of LIG or any duly authorized committee thereof.              

(b) any and all supplments and amendments (including, without 
limitation, post-effective amendments and any subsequent registration   
statements pursuant to Rule 462(b) under the Securities Act) to such    
Registration Statements; and                                            

       (c) any and all other documtnets and instruments which such attorneys
and agents deem necessary or advisable to enable the Company to comply  
with (i) the Securities Act and the other federal securities laws of the
  United States of America (including, without limitation, the Exchange Act)
and the rules, regulations and requirements of the SEC in respect of any
thereof, (ii) the securities or Blue Sky laws of any state or other     
govermental subdivision of the United States of America, (iii) the rules
  and regulations of the New York Stock Exchange, Inc. or any other national
or foreign securities exchange or authorized interdealer quotation      
system, (iv) the requirements of the National Association of Securities 
  Dealers, Inc. and (v) the securities laws of any foreign jurisdiction; and
the undersigned does hereby ratify and confirm as his own acts and deeds
 all that such attorneys-in-fact and agents, and each of them, shall do or
 cause to be done by virtue hereof. Each one of such attorneys-in-fact and
agents shall have, and may exercise, all of the powers hereby conferred.

IN WITNESS WHEREOF, the udnersigned has hereunto this power of attorney 
this 29th day of April, 1998.                                           

                                           /s/ Frank T. Cary
                                           -----------------
                                       Frank T. Cary

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Filing Submission 0001047469-98-018260 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Lexmark International Inc/KY, et al. – ‘S-3/A’ on 5/5/98 – EX-24

As of: Tuesday, 5/5/98 · Accession #: 1047469-98-18260 · File #s: 333-50609, -01

Previous ‘S-3’: ‘S-3/A’ on 4/30/98 · Next & Latest: ‘S-3’ on 2/23/01

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3Filing Table of Contents

EX-24 — Power of Attorney

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents