Classmates.com 2003 Annual Report Download - page 41

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KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Mark R.
Goldston, Frederic A. Randall, Jr. and Charles S. Hilliard, as his or her attorneys-in-fact, each with the power of substitution, for him or her in
any and all capacities, to sign any amendment to this Transition Report on Form 10-K, and to file the same, with exhibits thereto and other
documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the Company and in the capacities indicated on February 5, 2004.
53
EXHIBIT INDEX
Signature
Title
Date
/s/ MARK R. GOLDSTON
Mark R. Goldston
Chairman, Chief Executive Officer, President and
Director (Principal Executive Officer and Director) February 5, 2004
/s/ CHARLES S. HILLIARD
Charles S. Hilliard
Executive Vice President, Finance and Chief
Financial Officer (Principal Financial Officer)
February 5, 2004
/s/ NEIL P. EDWARDS
Neil P. Edwards
Senior Vice President, Finance Treasurer and Chief
Accounting Officer (Principal Accounting Officer)
February 5, 2004
/s/ JAMES T. ARMSTRONG
James T. Armstrong
Director
February 5, 2004
/s/ ROBERT BERGLASS
Robert Berglass
Director
February 5, 2004
/s/ KENNETH L. COLEMAN
Kenneth L. Coleman
Director
February 5, 2004
/s/ DENNIS HOLT
Dennis Holt
Director
February 5, 2004
/s/ CAROL A. SCOTT
Carol A. Scott
Director
February 5, 2004
Incorporated by Reference to
Filed with
this
Form 10-K No.
Exhibit Description
Form
File No.
Date Filed
3.1
Amended and Restated Certificate of Incorporation
8
-
K
000
-
33367
10/1/2001
3.2
Amended and Restated Bylaws
8
-
K
000
-
33367
10/1/2001
3.3
Certificate of Designation for Series A Junior Participating
Preferred Stock (included in exhibit 4.1 below)
8-K 000-
33367
11/23/2001
4.1
Rights Agreement, dated as of November 15, 2001, between
the Company and U.S. Stock Transfer Corporation, which
includes the form of Certificate of Designation for the Series A
junior participating preferred stock as Exhibit A, and the form
of Rights Certificate as Exhibit B
8-K 000-
33367
11/23/2001