SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant / /
Filed by a party other than the registrant /X/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14(a)-12
CEEE Group Corporation
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(Name of Registrant as Specified in Charter)
Michael I. Otner
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(Name of Person(s) filing Proxy Statement, if other than Registrant)
Payment of filing fee (check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
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/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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CEEE GROUP CORPORATION
September , 1996
Dear Shareholders:
You are cordially invited to attend a Special Meeting of Shareholders
of CEEE Group Corporation, which will be held at 222 Corporate Blvd., Suite 317,
Boca Raton, Florida 33431 on [day], ___________________ __, 1996, at 10:00 A.M.,
local time.
Information about the Special Meeting, including a listing and
discussion of the matters on which the Shareholders will act, may be found in
the enclosed Notice of Special Meeting and Proxy Statement.
An important proposal regarding the reincorporation of the Company in
the State of Delaware will be considered at the Special Meeting, so we hope that
you will be able to attend. However, whether or not you anticipate attending in
person, I urge you to complete, sign and return the enclosed proxy card promptly
to ensure that your shares will be represented at the Special Meeting. If you do
attend, you will, of course, be entitled to vote in person, and if you vote in
person such vote will nullify your proxy.
Sincerely,
NORMAN J. HOSKIN
Chairman of the Board
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE
READ THE ATTACHED PROXY STATEMENT CAREFULLY, AND COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED
ENVELOPE.
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CEEE GROUP CORPORATION
222 CORPORATE BLVD.
SUITE 317
BOCA RATON, FLORIDA 33431
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
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To our Shareholders:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of CEEE
Group Corporation, a Colorado corporation (the "Company"), will be held at 222
Corporate Blvd., Suite 317, Boca Raton, Florida 33431 on [day], _______________,
1996, at 10:00 A.M., local time, for the following purposes:
1. To change the state of incorporation of the Company from
Colorado to Delaware by adoption of an Agreement and Plan of
Merger (a copy of which is set forth in the Proxy Statement)
pursuant to which the Company will be merged with and into a
Delaware subsidiary wholly-owned by the Company, thereby,
among other things, (a) changing the name of the Company to
Atlantic International Entertainment, Ltd., (b) increasing the
number of shares of capital stock outstanding to 110,000,000
shares, of which 100,000,000 shares will be designated as
Common Stock, par value $.001 per share ("Common Stock") and
10,000,000 shares will be designated as Preferred Stock, par
value $.001 per share ("Preferred Stock") and (c) authorizing
the receipt by the holders of the Company's Common Stock of
one share of Common Stock for each three shares held by them
as of the effective date of the merger. The merger will result
in certain important changes in the Certificate of
Incorporation and By-Laws of the Company and in the rights of
shareholders, as more fully set forth in the Proxy Statement;
and
2. To consider and act upon such other business as may
properly come before the Special Meeting or any adjournments
thereof.
Shareholders of the Company who object to the merger and fulfill the
applicable requirements of the Colorado Business Corporation Act have the right,
as described in the Proxy Statement, to receive payment for the fair value of
their shares.
Only shareholders of record at the close of business on [________ ,
1996] will be entitled to notice of, and to vote at, the Special Meeting.
PLEASE SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY, WHETHER OR NOT YOU
PLAN TO ATTEND THE SPECIAL MEETING, IN ORDER THAT YOUR SHARES MAY BE VOTED FOR
YOU. A RETURN ENVELOPE IS PROVIDED FOR YOUR CONVENIENCE.
By Order of the Board of Directors
NORMAN J. HOSKIN
Chairman of the Board, Secretary and
Treasurer
Dated: Boca Raton, Florida
September [ ], 1996
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CEEE GROUP CORPORATION
222 CORPORATE BLVD.
SUITE 317
BOCA RATON, FLORIDA 33431
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PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS
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This Proxy Statement is being furnished to the shareholders of CEEE
Group Corporation, a Colorado corporation (the "Company" or "CEEE"), in
connection with the solicitation by the Board of Directors of the Company of
proxies ("Proxies") for the Special Meeting of Shareholders (the "Special
Meeting") to be held at [222 Corporate Blvd., Suite 317, Boca Raton, Florida
33431] on [day], __________________ __, 1996, at 10:00 A.M. At the Special
Meeting, the shareholders will be asked (1) to change the state of incorporation
of the Company from Colorado to Delaware by adoption of an Agreement and Plan of
Merger (a copy of which is set forth in the Proxy Statement) pursuant to which
the Company will be merged with and into a Delaware subsidiary wholly-owned by
the Company, thereby, among other things, (a) changing the name of the Company
to Atlantic International Entertainment, Ltd., (b) increasing the number of
shares of capital stock outstanding to 110,000,000 shares, of which 100,000,000
shares will be designated as Common Stock, par value $.001 per share ("Common
Stock") and 10,000,000 shares will be designated as Preferred Stock, par value
$.001 per share ("Preferred Stock") and (c) authorizing the receipt by the
holders of the Company's Common Stock of one share of Common Stock for each
three shares held by them as of the effective date of the merger, and (2) to
consider and act upon such other business as may properly come before the
Special Meeting. It is expected that the Notice of Special Meeting, Proxy
Statement and form of Proxy will first be mailed to shareholders on or about
September [ ], 1996.
PROXIES AND VOTING RIGHTS
Only shareholders of record at the close of business on [day]
____________ __, 1996 (the "Record Date") will be entitled to notice of, and to
vote at, the Special Meeting and any adjournments thereof. As of the close of
business on the Record Date, there were [8,500,033] outstanding shares of the
Company's Common Stock. Each outstanding share of Common Stock is entitled to
one vote. There was no other class of voting securities of the Company
outstanding on the Record Date. A majority of the outstanding shares of Common
Stock present in person or by proxy is required for a quorum.
Shares of Common Stock represented by Proxies, which are properly
executed, duly returned and not revoked, will be voted in accordance with the
instructions contained therein. If no specification is indicated on the Proxy,
the shares of Common Stock represented thereby will be voted (i) in favor of the
proposal to reincorporate in Delaware, as discussed above and (ii) for any other
matter that may properly be brought before the Special Meeting in accordance
with the judgment of the person or persons voting the Proxy.
Abstentions may be specified on all proposals and will be counted as
present for purposes of the item on which the abstention is noted. Under the
rules of the Nasdaq Stock Market, brokers who hold shares in street name for
customers have the authority to vote on certain items when they have not
received instructions from beneficial owners. As no such items are to be
considered at the Special Meeting, the broker may not vote these shares, and
such withheld votes are known as "broker non-votes." Abstentions and broker
non-votes are each
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included in the determination of the number of shares present for quorum
purposes. Each is tabulated separately. For purposes of determining whether the
proposal to reincorporate under the laws of the State of Delaware has been
approved by the required percentage of shares, abstentions are counted as
present and entitled to vote, whereas broker non-votes are not counted.
The execution of a Proxy will in no way affect a shareholder's right to
attend the Special Meeting and vote in person. Any Proxy executed and returned
by a shareholder may be revoked at any time thereafter if written notice of
revocation is given to the Secretary of the Company prior to the vote to be
taken at the Special Meeting, or by execution of a subsequent Proxy which is
presented at the Special Meeting, or if the shareholder attends the Special
Meeting and votes by ballot, except as to any matter or matters upon which a
vote shall have been cast pursuant to the authority conferred by such Proxy
prior to such revocation.
The management of the Company knows of no matters which are to be
presented for consideration at the Special Meeting other than those specifically
described in the Notice of Special Meeting of Shareholders, but, if other
matters are properly presented, it is the intention of the persons designated as
proxies to vote on them in accordance with their judgment.
The cost of solicitation of the Proxies being solicited on behalf of
the Board of Directors will be borne by the Company. In addition to the use of
the mails, proxy solicitation may be made by telephone, telegraph and personal
interview by officers, directors and employees of the Company. The Company will,
upon request, reimburse brokerage houses and persons holding shares in the names
of their nominees for their reasonable expenses in sending soliciting material
to their principals.
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PROPOSAL 1
TO REINCORPORATE UNDER THE LAWS OF THE STATE OF DELAWARE THEREBY, AMONG OTHER
THINGS, A) CHANGING THE COMPANY'S NAME TO "ATLANTIC INTERNATIONAL ENTERTAINMENT,
LTD." B) INCREASING THE AUTHORIZED SHARES OF CAPITAL STOCK TO 110,000,000, OF
WHICH 100,000,000 SHARES WILL BE DESIGNATED COMMON STOCK AND 10,000,000 SHARES
WILL BE DESIGNATED PREFERRED STOCK C) AUTHORIZING THE RECEIPT BY THE HOLDERS OF
THE COMPANY'S COMMON STOCK OF ONE SHARE OF COMMON STOCK FOR EACH THREE SHARES
HELD BY THEM AS OF THE EFFECTIVE DATE OF THE MERGER.
GENERAL
The Board of Directors has unanimously approved, and for the reasons
described below, recommends that the shareholders approve, a reorganization in
which the Company's state of incorporation would be changed from Colorado to
Delaware. This change would be accomplished by merging the Company into a
wholly-owned Delaware subsidiary named "Atlantic International Entertainment,
Ltd." ("Atlantic") newly formed for this purpose, with each three shares of
CEEE's outstanding Common Stock being exchanged for one share of Common Stock of
Atlantic. Upon completion of the merger, all of the previously outstanding
shares of Common Stock of the Company will be automatically converted into
shares of Common Stock of Atlantic. The proposed reorganization will be
accomplished pursuant to the terms of an Agreement and Plan of Merger between
Atlantic and the Company substantially in the form attached to this Proxy
Statement as Exhibit A.
At and after the effective date of the merger, each certificate that
previously represented shares of Common Stock of the Company will be deemed for
all purposes to evidence the right to receive the number of shares of Common
Stock of Atlantic into which those shares of Common Stock of the Company have
been converted as a result of the merger. IT WILL NOT BE NECESSARY FOR
SHAREHOLDERS OF THE COMPANY TO HAVE THEIR STOCK CERTIFICATES EXCHANGED FOR STOCK
CERTIFICATES REPRESENTING THE SHARES OF ATLANTIC. The Common Stock of the
Company is quoted on the Nasdaq OTC Bulletin Board ("Nasdaq") under the symbol
"CEEE," and after the reincorporation, the Company anticipates that the
Atlantic's Common Stock will continue to be traded on Nasdaq under the proposed
symbol [" "]. The reorganization will not result in any change in the business,
management, assets, liabilities or net worth of the Company. Atlantic will be
governed by Delaware law and a new certificate of incorporation and bylaws,
which will result in certain changes in the rights of shareholders. See "Changes
in the Company's Charter to be Effected by Reincorporation," and "Certain
Differences in State Corporation Laws."
Shareholders should note that approval of the proposed reorganization
will constitute approval of the Certificate of Incorporation and Bylaws of
Atlantic which are attached to this Proxy Statement as Exhibits B and C,
respectively, and approval of the Indemnification Agreements with each of the
Company's directors, a form of which is attached to this Proxy Statement as
Exhibit D.
The affirmative vote of holders of a majority of the outstanding shares
of the Company will be required to approve the Agreement and Plan of Merger. If
approved by the shareholders, it is anticipated that the reorganization would be
completed within 30 days of shareholder approval. However, the reorganization
may be delayed or abandoned, either before or after shareholder approval, if
circumstances arise which, in the opinion of the Board of Directors, make it
inadvisable to proceed.
As part of the reorganization and reincorporation of the Company, the
Company would change its name to Atlantic International Entertainment, Ltd.,
increase its authorized shares of Common Stock to 100,0000,000, create
10,000,000 shares of "blank check" Preferred Stock, and effect an exchange of
one share of Common Stock of Atlantic for each three shares of Common Stock of
CEEE. These
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changes, and other important aspects of the reorganization and reincorporation
of the Company in Delaware, are outlined below.
CHANGE OF NAME
Upon the completion of the Merger, the Company's name will change to
"Atlantic International Entertainment, Ltd." Immediately prior to July 1996, the
Company had no operating business. On July 16, 1996, the Company completed a
share exchange with the stockholders of Atlantic International Capital Ltd. (the
"Share Exchange"). As a result of the Share Exchange, the business of Atlantic
International Capital Ltd. became the business of the Company. Accordingly, the
Board of Directors believes that the new name would more closely reflect the new
business of the Company and believes that the change of name would be in the
best interests of the Company.
APPROVAL OF INCREASE OF AUTHORIZED SHARES OF CAPITAL STOCK
In addition, the reincorporation results in an increase in the
authorized capital stock of the Company. The Board of Directors believes that it
is in the Company's best interests to increase the number of authorized shares
of capital stock to 110,000,000 shares in order to have additional authorized
but unissued shares available for issuance to meet business needs as they arise.
The Board of Directors believes that the availability of such additional shares
will provide the Company with the flexibility to issue capital stock for
possible future financings, stock dividends or distributions, acquisitions,
stock option plans or other proper corporate purposes which may be identified in
the future by the Board of Directors, without the possible expense and delay of
a special stockholders' meeting. In addition, the Company has agreed to issue an
additional 18,183,759 shares of Common Stock pursuant to the Share Exchange, and
does not currently have a sufficient number of authorized but unissued shares of
capital stock to effect such issuance.
The authorized shares of Common Stock in excess of those issued will be
available for issuance at such times and for such corporate purposes as the
Board of Directors may deem advisable, without further action by the Company's
stockholders, except as may be required by applicable law or by the rules of any
other stock exchange or national securities association trading system on which
the securities may be listed or traded. Upon issuance, such shares will have the
same rights as the outstanding shares of Common Stock. Holders of Common Stock
have no preemptive rights.
The Company has no other arrangements, agreements, understandings or
plans at the present time for the issuance or use of the remainder of the
additional shares of Common Stock proposed to be authorized. The Board of
Directors does not intend to issue any Common Stock except on terms which the
Board deems to be in the best interests of the Company and its then existing
stockholders. Any future issuance of Common Stock will be subject to the rights
of holders of outstanding shares of any preferred stock which the Company may
issue in the future.
Of the increase in the authorized capital stock of the Company,
10,000,000 shares will be "blank check" Preferred Stock. The Company does not
presently have any blank check preferred stock authorized and the issuance of
such preferred stock has possible anti-takeover effects. See "Changes in the
Company's Charter to be Effected by Reincorporation - Authorized Stock."
SHARE EXCHANGE AS A RESULT OF REINCORPORATION
Under the Agreement and Plan of Merger, the holders of Common Stock of
CEEE will receive, for every three shares held by them, one share of the Common
Stock of Atlantic. The Board of Directors of the Company believes that the
resulting decrease in the number of outstanding shares of Common Stock of the
Company is
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in the best interests of the Company. The Board of Directors expects that the
reduction in the number of issued and outstanding shares of Common Stock
resulting from the share exchange will increase the market price per share of
the Common Stock. The Company believes that the expected increased price per
share will make the Common Stock more attractive to the financial community and
the investing public and will result in a broader market for the Common Stock.
However, there can be no assurance that any or all of the above effects
will occur, that the market price of the Common Stock will increase by a factor
of three, or that such price will exceed or remain in excess of the current
market price of the Common Stock. Further, there can be no assurance that the
market for the Common Stock will be improved as a result of the share exchange.
OTHER REASONS FOR REINCORPORATION
For many years Delaware has followed a policy of encouraging
incorporation in that state, and, in furtherance of that policy, has adopted
comprehensive, modern and flexible corporate laws which are periodically updated
and revised to meet changing business needs. As a result, many major
corporations are now incorporated in Delaware. The Delaware courts have
developed considerable expertise in dealing with corporate issues, and a
substantial body of case law has developed construing Delaware law and
establishing public policies with respect to corporate legal affairs. For the
foregoing reasons and in order to effect the transactions described earlier
herein, the Board of Directors believes that the reincorporation is in the best
interests of the Company.
The principal changes effected by the Delaware reincorporation will be
the elimination of shareholder action by written consent, the elimination of the
shareholders' ability to call a special meeting of shareholders, the addition of
new provisions requiring a supermajority vote of shareholders to amend or repeal
certain provisions of the Bylaws and Certificate of Incorporation, the
requirement of a supermajority vote of directors to increase or reduce the
number of directors and certain other changes described below. See "Changes in
the Company's Charter to be Effected by Reincorporation." Additionally, as
reorganized, the Company would enter into indemnification agreements with its
directors. See "Certain Differences in State Corporation Laws."
The proposed reorganization does not result from any pending legal
action against the officers, directors or employees of the Company which would
be covered by such indemnification provisions. Similarly, the Board of Directors
has no present knowledge of any proposed tender offer or other attempt to change
the control of the Company, and no tender offer or other type of change of
control is presently pending. Nonetheless, if such action were attempted in the
future, the laws of Delaware would be better suited to the defense of such
action than the laws of Colorado.
CHANGES IN THE COMPANY'S CHARTER TO BE EFFECTED BY REINCORPORATION
The following discussion summarizes the material differences between
the Certificate of Incorporation and Bylaws of Atlantic and the Articles of
Incorporation and Bylaws of CEEE. Also described are certain provisions which
would be included in the Atlantic Certificate of Incorporation but are not
currently proposed. A copy of the Certificate of Incorporation of Atlantic is
attached hereto as EXHIBIT B and a copy of the Bylaws of Atlantic is attached
hereto as EXHIBIT C and all statements herein concerning such documents are
qualified by reference to the exact provisions thereof. Approval of the
reorganization by the shareholders will result in the adoption of all such
charter provisions set forth in the Atlantic Certificate of Incorporation and
Bylaws.
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. The
indemnification provisions of Delaware law, in general, are more favorable to
the
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persons entitled to their benefit than are the Colorado indemnification
provisions. Delaware law generally permits indemnification against expenses,
judgments, fines and amounts paid in settlement of a third party action, if the
indemnified party 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 proceeding, had no reasonable cause to believe his
conduct was unlawful. In a derivative action in which the indemnified party
shall have been found to be liable to the corporation, only a court may
determine that such person is fairly and reasonably entitled to indemnification.
Colorado law generally permits indemnification against judgment,
settlement, penalty, fine, and reasonable expenses incurred in a third party
proceeding (in a derivative proceeding, limited to reasonable expenses only) if
the indemnified party acted in good faith and reasonably believed that his
conduct was in the corporation's best interest (in the case of conduct in an
official capacity with the corporation) or at least not opposed to the
corporation's best interests (in all other cases). Indemnification is not
allowed in a derivative action in which the indemnified party was adjudged
liable to the corporation or in connection with any other proceeding in which
the indemnified party derived an improper personal benefit.
Under Delaware law, an indemnified party is indemnified against
expenses to the extent he has been successful, on the merits or otherwise, in
defense of any action. The Colorado corporate statute requires that the
indemnified person be "wholly" successful, on the merits or otherwise, before he
is entitled to indemnification.
Both Delaware and Colorado permit the corporation to advance expenses
to the indemnified party prior to the final disposition of the action upon the
receipt by the corporation of a written undertaking to repay such amount if it
is ultimately determined that such party is not entitled to indemnification.
Colorado law, however, requires further that the indemnified party submit to the
corporation a written affirmation of his good faith belief that he has met the
appropriate standard of conduct, and that a determination be made that the facts
then known to the corporation would not preclude indemnification under the
Colorado Business Corporation Act.
The Bylaws of Atlantic provide for indemnification to the fullest
extent permitted by Section 145 of the General Corporation Law of Delaware and
provide that expenses incurred by an individual in his capacity as a director of
the Company or in certain other capacities in defending a civil or criminal
action shall be paid by the Company in advance of the final disposition of the
matter upon receipt of an undertaking from the director to repay the sum
advanced if it shall ultimately be determined that he is not entitled to be
indemnified by the Company pursuant to the terms of the Delaware General
Corporation Law. The form of this new Bylaw provision is included in EXHIBIT C.
Both Delaware and Colorado law permit indemnification beyond that
expressly mandated by their respective statutes. Under Delaware law, therefore,
Atlantic is permitted, and intends, to enter into indemnification agreements
with directors. The indemnification agreements provide for contribution by the
Company, with certain exceptions, to amounts paid by a director in any situation
in which the Company and such individual are jointly liable (or would be if the
Company were jointed in the litigation) if for any reason indemnification is not
available. Such contribution would be based on the relative benefits to, and
relative faults of, the Company and the individual with respect to the
transaction from which liability arose. This provision could be applicable in
the event a court found that indemnification under the federal securities laws
is against public policy and thus not enforceable, and could also be applicable
in other cases where the Company was unable to obtain satisfactory and
affordable insurance for its directors and officers. If the proposed
reincorporation is approved, the text of the indemnification agreements will be
substantially as set
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forth in EXHIBIT D hereto. A vote in favor of the proposed reincorporation is
also approval of such indemnification agreements and approval for the Company to
enter into similar indemnification agreements with future directors of Atlantic,
as well as with certain officers of Atlantic.
The Certificate of Incorporation of Atlantic also provides that if the
Delaware General Corporation Law is amended in the future to reduce further the
liability of a director for breach of his fiduciary duty to the Company or its
shareholders, such change shall also apply to the directors of the Company.
While the Company is not aware of any proposals in the Delaware legislature to
limit further the liability of directors, management of the Company and the
Board of Directors believe it is advisable in light of current conditions in the
insurance markets to make provision for such changes now rather than to await a
further shareholder vote on the changes at a later date. In addition, the
Certificate of Incorporation of Atlantic provides that any future repeal or
modification of the terms of the Certificate of Incorporation shall not
adversely affect any right or protection of a director existing at the time of
the repeal or modification.
ELIMINATION OF SHAREHOLDER ACTION BY WRITTEN CONSENT AND SPECIAL
MEETING. Shareholders of CEEE may take any action permitted at an annual or
special meeting without a meeting if done by written consent. If the Company's
shareholders approve the reincorporation in Delaware, the Certificate of
Incorporation of Atlantic in Article 10 will eliminate the power of shareholders
to act without a meeting by written consent. This provision would prevent a
shareholder or shareholders owning a majority of the voting power from acting by
written consent without the benefit of the exchange of views at a meeting of the
shareholders. Action by written consent, under some circumstances, may make it
possible for shareholders to take action opposed by management more quickly than
would be possible at a meeting of shareholders.
Colorado law permits holders of 10% of the outstanding voting
securities of a company to call a special meeting of shareholders. Delaware law
does not require that shareholders be allowed to call a special meeting of
shareholders. The Certificate of Incorporation of Atlantic provides that special
meetings of shareholders may be called only by the Board of Directors, the
Chairman of the Board or the President. Shareholders are not permitted to call a
special meeting of shareholders. The business permitted to be conducted at any
special meeting of shareholders will be limited to the business brought before
the meeting by the Board of Directors or by the person that called the special
meeting. Elimination of the right of shareholders to call a special meeting
would eliminate a shareholder's ability to force shareholder consideration of a
proposal over the opposition of the Board of Directors by calling a special
meeting of shareholders prior to such time as the Board believed such
consideration to be appropriate. For example, proposed amendments to the Bylaws
or removal of directors for cause could, if the Board of Directors so desired,
be delayed until the next annual meeting of shareholders.
Shareholders should recognize that elimination of the procedures for
shareholders to act by written consent to call special meetings may render more
difficult, discourage or delay a merger, proxy contest, or the assumption of
control of the Company by a large shareholder or group of shareholders. To the
extent that these provisions enable the Board of Directors to resist a takeover
or change in control, it may be more difficult to remove the existing Board of
Directors and management.
These provisions do not result from any present knowledge on the part
of the Board of Directors of any proposed attempt to change the control of the
Company and no change of control is presently pending or has occurred in the
past.
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CERTIFICATE OF INCORPORATION PROVISION REGARDING REMOVAL OF DIRECTORS.
Under Colorado law, any director or the entire board of directors of a company
may be removed, with or without cause, with the approval of a majority of the
outstanding shares entitled to vote unless the articles of incorporation provide
that directors may be removed only for cause; however, no individual director
may be removed if the number of votes cast against such removal would be
sufficient to elect the director under cumulative voting.
Under Delaware law, a director of a corporation that does not have a
classified board of directors or cumulative voting may be removed with or
without cause with the approval of a majority of the outstanding shares entitled
to vote. In the case of a Delaware corporation having cumulative voting, if less
than the entire board is to be removed, a director may not be removed without
cause unless the number of shares voted against such removal would not be
sufficient to elect the director under cumulative voting. A director of a
corporation with a classified board of directors may be removed only for cause,
unless the certificate of incorporation otherwise provides. The Certificate of
Incorporation of Atlantic does not provide for a classified board of directors.
However, the Certificate of Incorporation of Atlantic specifically provides that
directors of Atlantic may be removed from office by shareholders only for cause.
TWO-THIRDS SUPERMAJORITY TO AMEND CERTAIN PROVISIONS OF BYLAWS. The
proposed Certificate of Incorporation of Atlantic provides in Article 11 that
(i) any amendment to the Bylaws that increases or reduces the authorized number
of directors shall require the affirmative approval of at least 66-2/3% of the
directors, and (ii) any amendment to the Bylaws by the shareholders that
increases or reduces the authorized number of directors or the percentage vote
necessary to amend such provision of the Bylaws will require the affirmative
approval of holders of 66-2/3% of the outstanding shares of stock of the
Company. In contrast, under Colorado law a majority of the directors may fix the
number of directors at any number between the range established by the bylaws or
the articles of incorporation of the Company and (iii) any amendment or repeal
of the Bylaws may be made by a vote of the holders of a majority of the
outstanding shares of the Company.
This provision is principally intended to prevent a shareholder or
shareholders having a majority of the Common Stock from making changes in the
Bylaws to increase the number of directors. However, the Bylaws of the Company
will continue to be subject to change by a majority vote of the Board of
Directors, except for increases or decreases in the size of the Board which
require a 66-2/3% vote of the Board of Directors.
This provision may have the effect of discouraging efforts to acquire
control of the Board of Directors. Shareholders should recognize that this
proposed amendment could render more difficult or discourage a merger, tender
offer, proxy contest, or the assumption of control of the Company by a large
shareholder or group of shareholders. To the extent that this provision enables
the Board of Directors to resist a takeover or change in control of the Company,
it could make it more difficult to remove the existing Board of Directors and
management.
This provision does not result from any present knowledge on the part
of the Board of Directors of any proposed tender offer or other attempt to
change the control of the Company and no tender offer or other type of change of
control is presently pending.
TWO-THIRDS SUPERMAJORITY TO AMEND CERTAIN ARTICLES OF THE CERTIFICATE
OF INCORPORATION. The proposed Certificate of Incorporation of Atlantic provides
in Article 11 that Articles 6, 7, 10 and 12 of Atlantic's Certificate of
Incorporation may be amended or repealed only by a vote of holders of at least
66-2/3% of the outstanding voting shares of the Company. Articles 6, 7, 10 and
12 are the provisions of Atlantic's Certificate of Incorporation regarding the
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amendment of the Company's Bylaws to increase or reduce the number of directors,
the removal of directors, the elimination of shareholder action by written
consent and the limitation of liability of directors, respectively. These
provisions are discussed above. CEEE's Articles of Incorporation generally may
be amended by a vote of shareholders holding a majority of the shares.
Article 11 of the Certificate of Incorporation of Atlantic is intended
to prevent the holder or holders of a majority of the voting shares of the
Company from circumventing the proposed provisions of the Certificate of
Incorporation described above by amending the Certificate of Incorporation to
delete or modify them. Delaware law provides generally that the Certificate of
Incorporation may be amended by a vote of shareholders holding a majority of the
shares. However, where the Certificate of Incorporation requires a supermajority
vote with respect to a particular matter, under Delaware law the same
supermajority vote is required to amend such supermajority requirement of the
Certificate of Incorporation. Therefore, to amend or repeal the provision in the
Certificate of Incorporation which requires the affirmative approval of holders
of 66-2/3% of the outstanding Common Stock of the Company, the same 66-2/3% vote
would be necessary. Without the inclusion of this provision in the Atlantic
Certificate of Incorporation, the articles requiring a supermajority vote could
be repealed or amended by a vote of shareholders holding a majority of shares.
Article 11 of the Certificate of Incorporation of Atlantic may have the
effect of discouraging efforts to acquire control of the Board of Directors.
Shareholders should recognize that these supermajority provisions could render
more difficult or discourage a merger, tender offer, proxy contest, or the
assumption of control of the Company by a large shareholder or group of
shareholders. To the extent that this provision enables the Board of Directors
to resist a takeover or change in control of the Company, it could make it more
difficult to remove the existing Board of Directors and management.
This provision does not result from any present knowledge on the part
of the Board of Directors of any proposed tender offer or other attempt to
change the control of the Company and no tender offer or other type of change of
control is presently pending or has occurred in the past.
AUTHORIZED STOCK; CREATION OF BLANK CHECK PREFERRED STOCK. The Articles
of Incorporation of CEEE authorize 10,000,000 shares of Common Stock, $.001 par
value. The Certificate of Incorporation of Atlantic authorizes 100,000,000
shares of Common Stock, $.001 par value and 10,000,000 shares of Preferred
Stock, $.001 par value. The Certificate of Incorporation of Atlantic authorizes
the Board of Directors to fix the rights, preferences, privileges and
restrictions of one or more series of the authorized shares of such Preferred
Stock, including dividend rights, conversion rights, voting rights, terms of
redemption and liquidation preferences without further vote or action by the
shareholders. Although the Board has no present intention of doing so, issuance
of the authorized Preferred Stock with terms giving it substantial voting power,
conversion or other rights could have the effect of (i) delaying, deferring or
preventing a change in control of the Company or (ii) otherwise modifying the
rights of holders of the Company's Common Stock under Delaware law.
CERTAIN DIFFERENCES IN STATE CORPORATION LAWS
In addition to the matters discussed above, Delaware law differs in
many respects from Colorado law. Certain differences which could materially
affect the rights of shareholders are discussed below.
CERTAIN BUSINESS COMBINATIONS. In the past several years, a number of
states (but not including Colorado) have adopted special laws designed to make
certain kinds of "unfriendly" corporate takeovers, or other transactions
involving a corporation and one or more of its significant shareholders, more
difficult. Under Section 203 of the Delaware General Corporation Law ("Section
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203") certain "business combinations" with "interested stockholders" of Delaware
corporations are subject to a three-year moratorium unless specified conditions
are met.
Section 203 prohibits certain mergers, consolidations, sales of assets
and other transactions ("business combinations") with an "interested
stockholder" (generally a 15% stockholder) for three years following the date
the stockholder became an interested stockholder. The prohibition on business
combinations is subject to certain exceptions, the most significant of which are
that the prohibition does not apply if: (i) the business combination or
transaction in which the stockholder becomes an interested stockholder is
approved by the Board of Directors prior to the stockholder becoming an
interested stockholder; (ii) the business combination is with an interested
stockholder who became an interested stockholder in a transaction whereby he
acquired 85% of the corporation's voting stock; (iii) the business combination
is approved by the Board of Directors and authorized by the affirmative vote of
at least 66-2/3% of the outstanding voting stock which is not owned by the
interested stockholder; or (iv) an exemption is available.
Section 203 is currently under challenge in lawsuits arising out of
ongoing takeover disputes, and it is not yet clear whether and to what extent
its constitutionality will be upheld by the courts. The United States District
Court for the district of Delaware has consistently upheld the constitutionality
of Section 203 but the Delaware Supreme Court has not yet considered the issue.
So long as the constitutionality of Section 203 is upheld, the Company believes
that it will have the effect of encouraging any potential acquiror to negotiate
with the Company's Board of Directors. Section 203 should also discourage
certain potential acquirors unwilling to comply with its provisions.
Section 203 only applies to Delaware corporations which have a class of
voting stock that is listed on a national securities exchange, authorized for
quotation on an inter-dealer quotation system of a registered national
securities association, or are held of record by more than 2,000 shareholders.
As the Company's Common Stock is not presently, and is not anticipated
immediately following the consummation of the merger to be, listed on such
market or exchange or held of record by more than 2,000 holders, it is not
anticipated that Section 203 will be applicable to the Company. There can be no
assurance, however, that the Company will not satisfy such criteria at some
point in the future thereby making the provisions of Section 203 applicable to
the Company. In addition, while a Delaware corporation may, through its
certificate of incorporation or bylaws, elect not to be governed by the statute,
the Atlantic Certificate of Incorporation and Bylaws do not contain such an
election.
SHAREHOLDER VOTING AND APPRAISAL RIGHTS. With certain exceptions,
Colorado law requires that a merger, sale of assets or similar transaction be
approved by a majority vote of each class of shares outstanding. Delaware law
does not require such class voting, except in the case of transactions involving
an amendment to the certificate of incorporation that adversely affects a
specific class in a manner different than other classes. Should the Company
authorize and issue shares of a new class of capital stock, the holders thereof
would vote with the holders of Common Stock on proposals not adversely affecting
the Common Stock. In such event the holders of the Common Stock, if in the
minority, would be unable to control the outcome of a vote, and, if in the
majority, would be able to control the outcome of such a vote.
Delaware law does not require dissenters' rights of appraisal with
respect to (a) a sale of assets in a reorganization, (b) a merger by a
corporation, the shares of which are either listed on a national securities
exchange or widely held (by more than 2,000 shareholders) if such shareholders
receive shares of the surviving corporation or of a listed or widely held
corporation, or (c) shareholders of a corporation surviving a merger if no vote
of such shareholders is required to approve the merger. Under Delaware law no
vote of the
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shareholders of a corporation surviving a merger is required if the number of
shares to be issued in the merger does not exceed 20% of the shares of the
surviving corporation outstanding immediately prior to such issuance and if
certain other conditions are met. Colorado law does, in general, afford
dissenters' rights in a sale of assets reorganization, and its exclusions from
dissenters' rights in mergers are somewhat different from those in Delaware.
RIGHT OF DISSENTING SHAREHOLDERS TO RECEIVE PAYMENT FOR SHARES. The
following is a summary of appraisal rights available to shareholders of the
Company, which summary is not intended to be a complete statement of the
applicable Colorado law and is qualified in its entirety by reference to Article
113 of the Colorado Business Corporation Act, which is attached to this Proxy
Statement as Exhibit E.
Any shareholder of the Company wishing to dissent from the merger and
obtain a cash payment for his shares must file with the Company, prior to the
vote on the merger, a written notice of his intention to demand that he be paid
fair value for his shares if the merger is effectuated and must refrain from
voting his shares in approval of the merger.
If the merger is approved by the required vote at the Meeting, the
Company will mail a notice to all shareholders who gave due notice of intention
to demand payment and who refrained from voting their shares in favor of the
merger, providing instructions as to how to obtain payment for their shares. A
shareholder who fails to demand payment or fails to deposit his certificates for
payment within 30 days of mailing of such notice by the Company will have no
right to receive payment for his shares but will retain all other rights of a
shareholder of the Company.
Immediately upon effectuation of the merger or upon receipt of demand
for payment, if the merger has already been effectuated, the Company will remit
(the "Remittance") to a dissenter who has made demand and who has deposited his
certificates, the amount which the Company estimates to be the fair value of the
shares, with accrued interest, if any. The Remittance will be accompanied by
certain financial information of the Company and a statement regarding the
Company's estimate of the fair value of the shares, together with a notice of
the dissenter's right to demand supplemental payment and a copy of the appraisal
provisions of the Colorado Business Corporation Act.
If the Company fails to remit payment for the dissenter's shares as
required by the preceding paragraph or if the dissenter believes that the amount
remitted is less than the fair value of the his shares or that the interest is
not correctly determined, he may, within thirty days after the date of mailing
of the Remittance, mail to the Company his own estimate of the value of the
shares or of the interest and demand payment of the deficiency. If he fails to
do so, he shall be entitled to no more than the Remittance.
If the Company's calculation and the dissenting shareholder's
calculation of fair value for the shares remains unsettled, the Company shall
file in an appropriate court, within sixty days of the dissenting shareholder's
request for payment, a petition requesting that the fair value of the shares and
interest thereon be determined by the court. Dissenters who have not settled
their demands will be entitled to participate in such proceeding. If the Company
fails to file a petition as provided in this paragraph, each dissenter who has
made a demand and who has not already settled his claim against the Company
shall be paid by the Company the amount demanded by him with interest and may
sue therefor in an appropriate court.
INSPECTION OF SHAREHOLDERS LIST. Both Colorado law and Delaware law
allow any shareholder to inspect the shareholders list, although Delaware law
permits such inspection only for a purpose reasonably related to such person's
interest as a shareholder. Lack of access to shareholder records could result in
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impairment of the shareholder's ability to coordinate opposition to management
proposals, including proposals with respect to a change in control of the
Company.
DISSOLUTION. Under Colorado law, a corporation can voluntarily dissolve
upon its Board adopting a resolution setting forth a proposal to dissolve which
proposal is approved by a majority of each class entitled to vote thereon. Under
Delaware law, a corporation can voluntarily dissolve if its board and a majority
of the shareholders entitled to vote approve the dissolution.
PREEMPTIVE RIGHTS. Under both Delaware and Colorado corporation law,
shareholders do not have preemptive rights to new shares unless there is a
specific provision granting such rights in the Certificate of Incorporation. The
Certificate of Incorporation of Atlantic does not contain such a provision.
Accordingly, the reincorporation will not have a practical impact on
shareholders of the Company with respect to preemptive rights, as the
Certificate of Incorporation of CEEE similarly does not contain such a
provision. Management of the Company believes that not providing for mandatory
preemptive rights in the Certificate of Incorporation of Atlantic is desirable
to afford greater flexibility in possible future financings.
CUMULATIVE VOTING. Under Delaware law, cumulative voting in the
election of directors is not mandatory, while under Colorado law, any
shareholder of a Colorado corporation may, unless the articles of incorporation
provide otherwise, cumulate his or her votes for directors upon notice of his or
her intention to do so. The Certificate of Incorporation of Atlantic does not
allow cumulative voting. This is, in effect, no different from the Articles of
Incorporation of CEEE, which also prohibit cumulative voting. Without cumulative
voting, the holders of a majority of the shares present at an annual meeting
will be able to elect all of the directors to be elected at that meeting, and no
person can be elected without the support of a majority of the shareholders.
Thus, a person or persons holding shares or proxies representing less than a
majority of the shares present will not be able to elect any directors as they
might if cumulative voting were applicable. For example, if ten directors are to
be elected, a shareholder or group of shareholders holding more than one-tenth
of the shares voting at the meeting could, by voting cumulatively, elect one
director. The elimination of cumulative voting can, therefore, prevent minority
shareholder interests from obtaining representation on the Board of Directors.
EXAMINATION OF BOOKS AND RECORDS. Under Colorado corporation law, a
person must have been a shareholder for at least three months, or be the holder
of record of, or the holder of record of voting certificates for, at least five
percent of all outstanding shares of a corporation in order to examine the
minutes and shareholder records of a corporation. Under Delaware law, any
shareholder with a proper purpose may demand inspection.
FEDERAL INCOME TAX CONSEQUENCES
The reorganization provided for in the Agreement and Plan of Merger is
intended to be tax free under the Internal Revenue Code. Accordingly, no gain or
loss will be recognized by the holders of CEEE shares as a result of the
consummation of the reorganization, and no gain or loss will be recognized by
CEEE or Atlantic. Each former holder of CEEE shares will have the same basis in
the Atlantic stock received by such holder pursuant to the reorganization as the
holder had in the CEEE shares held by such holder at the time of the
consummation of the reorganization, and his holding period with respect to such
Atlantic stock will include the period during which the holder held the
corresponding CEEE shares, provided the latter were held by the holder as
capital assets at the time of the consummation of the reorganization.
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VOTE REQUIRED
The affirmative vote of a majority of the outstanding shares of Common
Stock is required to approve the proposed reincorporation in Delaware.
RECOMMENDATION OF BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY REINCORPORATE IN THE
STATE OF DELAWARE FOR THE REASONS EARLIER STATED. ACCORDINGLY, THE BOARD OF
DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE REINCORPORATION.
OTHER MATTERS
As of the date of this Proxy Statement, management knows of no matters
other than those set forth herein which will be presented for consideration at
the Special Meeting. If any other matter or matters are properly brought before
the Special Meeting or any adjournment thereof, the persons named in the
accompanying Proxy will have discretionary authority to vote, or otherwise act,
with respect to such matters in accordance with their judgment.
NORMAN J. HOSKIN
Chairman of the Board,
Secretary and Treasurer
September [ ], 1996
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EXHIBIT A
AGREEMENT AND PLAN OF MERGER
OF ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
A DELAWARE CORPORATION
AND
CEEE GROUP CORPORATION
A COLORADO CORPORATION
THIS AGREEMENT AND PLAN OF MERGER dated as of , 1996 (the "Agreement")
is between Atlantic International Entertainment, Ltd., a Delaware corporation
("Atlantic") and CEEE Group Corporation, Ltd., a Colorado corporation ("CEEE").
Atlantic and CEEE are sometimes referred to herein as the "Constituent
Corporations."
RECITALS
A. Atlantic is a corporation duly organized and existing under the laws
of the State of Delaware and has an authorized capital of 100,000,000 shares
designated "Common Stock", $0.001 par value and 10,000,000 shares designated
"Preferred Stock," $0.001 par value. As of , 1996, 1,000 shares of Common Stock
were issued and outstanding, all of which were held by CEEE. No shares of
Preferred Stock were outstanding.
B. CEEE is a corporation duly organized and existing under the laws of
the State of Colorado and has an authorized capital of 10,000,000 shares
designated "Common Stock", $.001 par value. As of , 1996, [8,500,033] shares of
Common Stock were outstanding.
C. The Board of Directors of CEEE has determined that, for the purpose
of effecting the reincorporation of CEEE in the State of Delaware, it is
advisable and in the best interests of CEEE that it merge with and into Atlantic
upon the terms and conditions here provided.
D. The respective Boards of Directors of Atlantic and CEEE have
approved this Agreement and have directed that this Agreement be submitted to a
vote of their respective shareholders and executed by the undersigned officers.
NOW, THEREFORE, in consideration of the mutual agreements and covenants
set forth herein, Atlantic and CEEE hereby agree, subject to the terms and
conditions hereinafter set forth, as follows:
I. MERGER
1.1 MERGER. In accordance with the provisions of this Agreement, the
Delaware General Corporation Law and the Colorado Business Corporation Act shall
be merged with and into Atlantic (the "Merger"), the separate existence of CEEE
shall cease and Atlantic shall be, and is herein sometimes referred to as, the
"Surviving Corporation," and the name of the Surviving Corporation shall be
Atlantic International Entertainment, Ltd.
1.2 FILING AND EFFECTIVENESS. The Merger shall become effective when
the following actions shall have been completed:
(a) This Agreement and the Merger shall have been adopted and approved
by the shareholders of each Constituent Corporation in accordance with the
requirements of the Delaware General Corporation Law and the Colorado Business
Corporation Act;
<PAGE>
(b) All of the conditions precedent to the consummation of the Merger
specified in this Agreement shall have been satisfied or duly waived by the
party entitled to satisfaction thereof;
(c) An executed Certificate of Merger or an executed counterpart of
this Agreement meeting the requirements of the Delaware General Corporation Law
shall have been filed with the Secretary of State of the State of Delaware; and
(d) Executed Articles of Merger meeting the requirements of the
Colorado Business Corporation Act shall have been filed with the Secretary of
State of the State of Colorado.
The date and time when the Merger shall become effective, as aforesaid,
is herein called the "Effective Date of the Merger."
1.3 EFFECT OF THE MERGER. Upon the Effective Date of the Merger, the
separate existence of CEEE shall cease and Atlantic, as the Surviving
Corporation, (i) shall continue to possess all of its assets, rights, powers and
property as constituted immediately prior to the Effective Date of the Merger,
(ii) shall be subject to all actions previously taken by its and CEEE's Board of
Directors, (iii) shall succeed, without other transfer, to all of the assets,
rights, powers and property of CEEE in the manner more fully set forth in
Section 259 of the Delaware General Corporation Law, (iv) shall continue to be
subject to all of its debts, liabilities and obligations as constituted
immediately prior to the Effective Date of the Merger, and (v) shall succeed,
without other transfer, to all of the debts, liabilities and obligations of CEEE
in the same manner as if Atlantic had itself incurred them, all as more fully
provided under the applicable provisions of the Delaware General Corporation Law
and the Colorado Business Corporation Act.
II. CHARTER DOCUMENTS, DIRECTORS AND OFFICERS
2.1 CERTIFICATE OF INCORPORATION. The Certificate of Incorporation of
Atlantic as in effect immediately prior to the Effective Date of the Merger
shall continue in full force and effect as the Certificate of Incorporation of
the Surviving Corporation until duly amended in accordance with the provisions
thereof and applicable law.
2.2 BYLAWS. The Bylaws of Atlantic as in effect immediately prior to
the Effective Date of the Merger shall continue in full force and effect as the
Bylaws of the Surviving Corporation until duly amended in accordance with the
provisions thereof and applicable law.
2.3 DIRECTORS AND OFFICERS. The directors and officers of CEEE
immediately prior to the Effective Date of the Merger shall be the directors and
officers of the Surviving Corporation until their successors shall have been
duly elected and qualified or until as otherwise provided by law, the
Certificate of Incorporation of the Surviving Corporation or the Bylaws of the
Surviving Corporation.
III. MANNER OF CONVERSION OF STOCK
3.1 CEEE COMMON SHARES. Upon the Effective Date of the Merger, each
three shares of CEEE Common Stock, $.001 par value, issued and outstanding
immediately prior thereto shall survive by virtue of the Merger and without any
action by the Constituent Corporations, the holder of such shares or any other
person, shall be converted into and exchanged for one fully paid and
nonassessable share of Common Stock, $.001 par value, of the Surviving
Corporation.
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3.2 CEEE OPTIONS, STOCK PURCHASE RIGHTS AND CONVERTIBLE SECURITIES.
Upon the Effective Date of the Merger, the Surviving Corporation shall assume
and continue, if any, the stock option plans and all other employee benefit
plans of CEEE. Each outstanding and unexercised option, or other right to
purchase, or security convertible into, CEEE Common Stock, if any, shall become
an option, or right to purchase, or a security convertible into the Surviving
Corporation's Common Stock on the basis of one share of the Surviving
Corporation's Common Stock for each three shares of CEEE Common Stock issuable
pursuant to any such option, or stock purchase right or convertible security, on
the same terms and conditions and at an exercise or conversion price per share
equal to one-third of the exercise or conversion price per share applicable to
any such CEEE option, stock purchase right or other convertible security at the
Effective Date of the Merger.
A number of shares of the Surviving Corporation's Common Stock shall be
reserved for issuance upon the exercise of options, stock purchase rights and
convertible securities equal to one-third of the number of shares of CEEE Common
Stock so reserved immediately prior to the Effective Date of the Merger.
3.3 ATLANTIC COMMON STOCK. Upon the Effective Date of the Merger, each
share of Atlantic Common Stock, $.001 par value, issued and outstanding
immediately prior thereto shall, by virtue of the Merger and without any action
by Atlantic, the holder of such shares or any other person, be cancelled and
returned to the status of authorized but unissued shares.
3.4 EXCHANGE OF CERTIFICATES. After the Effective Date of the Merger,
each holder of an outstanding certificate representing shares of CEEE Common
Stock may, at such stockholder's option, surrender the same for cancellation to
Interstate Stock Transfer Company, as exchange agent (the "Exchange Agent"), and
each such holder shall be entitled to receive in exchange therefor a certificate
or certificates representing the number of shares of the Surviving Corporation's
Common Stock into which the surrendered shares were converted as herein
provided. Until so surrendered, each outstanding certificate theretofore
representing shares of CEEE Common Stock shall be deemed for all purposes to
represent the number of whole shares of the Surviving Corporation's Common Stock
into which such shares of CEEE Common Stock were converted in the Merger.
The registered owner on the books and records of the Surviving
Corporation or the Exchange Agent of any such outstanding certificate shall,
until such certificate shall have been surrendered for transfer or conversion or
otherwise accounted for to the Surviving Corporation or the Exchange Agent, have
and be entitled to exercise any voting and other rights with respect to and to
receive dividends and other distributions upon the shares of Common Stock of the
Surviving Corporation represented by such outstanding certificate as provided
above.
Each certificate representing Common Stock of the Surviving Corporation
so issued in the merger shall bear the same legends, if any, with respect to the
restrictions on transferability the certificates of CEEE so converted and given
in exchange therefore, unless otherwise determined by the Board of Directors of
the Surviving Corporation in compliance with applicable laws.
If any certificate for shares of Atlantic stock is to be issued in a
name other than that in which the certificate surrendered in exchange therefor
is registered, it shall be a condition of issuance thereof that the certificate
so surrendered shall be properly endorsed and otherwise in proper form for
transfer, that such transfer otherwise be proper and that the person requesting
such transfer pay to the Exchange Agent any transfer or other taxes payable by
reason of issuance of such new certificate in a name other than that of the
registered holder of the certificate surrendered or establish to the
satisfaction of Atlantic that such tax has been paid or is not payable.
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IV. GENERAL
4.1 COVENANTS OF ATLANTIC. Atlantic covenants and agrees that it will
on or before the Effective Date of the Merger:
(a) Take such action as may be required to qualify to do business as a
foreign corporation in the State of Florida and in connection therewith
irrevocably appoint an agent for service of process as required under the
applicable provisions of Florida law.
(b) Take such other actions as may be required by the Colorado Business
Corporation Act.
4.2 FURTHER ASSURANCES. From time to time, as and when required by
Atlantic or by its successors or assigns, there shall be executed and delivered
on behalf of CEEE such deeds and other instruments, and there shall be taken or
caused to be taken by it such further and other actions as shall be appropriate
or necessary in order to vest or perfect in or conform of record or otherwise by
Atlantic the title to and possession of all the property, interests, assets,
rights, privileges, immunities, powers, franchises and authority of CEEE and
otherwise to carry out the purposes of this Agreement, and the officers and
directors of Atlantic are fully authorized in the name and on behalf of CEEE or
otherwise to take any and all such action and to execute and deliver any and all
such deeds and other instruments.
4.3 ABANDONMENT. At any time before the Effective Date of the Merger,
this Agreement may be terminated and the Merger may be abandoned for any reason
whatsoever by the Board of Directors of either CEEE or of Atlantic, or of both,
notwithstanding the approval of this Agreement by the shareholders of CEEE or by
the sole stockholder of Atlantic, or by both.
4.4 AMENDMENT. The Boards of Directors of the Constituent Corporations
may amend this Agreement at any time prior to the filing of this Agreement or
certificate in lieu thereof with the Secretary of State of the State of
Delaware, provided that an amendment made subsequent to the adoption of this
Agreement by the shareholders of either Constituent Corporation shall not: (1)
alter or change the amount or kind of shares, securities, cash, property and/or
rights to be received in exchange for or on conversion of all or any of the
shares of any class or series thereof of such Constituent Corporation, (2) alter
or change any term of the Certificate of Incorporation of the Surviving
Corporation to be effected by the Merger, or (3) alter or change any of the
terms and conditions of this Agreement if such alteration or change would
adversely affect the holders of any class or series of capital stock of either
Constituent Corporation.
4.5 REGISTERED OFFICE. The registered office of the Surviving
Corporation in the State of Delaware is located at 1013 Centre Road, City of
Wilmington, County of New Castle, Delaware 19805, and The Prentice-Hall
Corporation System, Inc. is the registered agent of the Surviving Corporation at
such address.
4.6 AGREEMENT. Executed copies of this Agreement will be on file at the
principal place of business of the Surviving Corporation at 222 Corporate Blvd.,
Suite 317, Boca Raton, Florida 33431 and copies thereof will be furnished to any
stockholder of either Constituent Corporation, upon request and without cost.
4.7 GOVERNING LAW. This Agreement shall in all respects be construed,
interpreted and enforced in accordance with and governed by the laws of the
State of Delaware and, so far as applicable, the merger provisions of the
Colorado Business Corporation Act.
4.8 COUNTERPARTS. In order to facilitate the filing and recording of
this Agreement, the same may be executed in any number of counterparts, each of
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which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement having first been approved by the
resolutions of the Board of Directors of Atlantic and CEEE, is hereby executed
on behalf of each of such two corporations and attested by their respective
officers thereunto duly authorized, under penalties of perjury, hereby declaring
and certifying that this is their act and deed and the facts herein stated are
true.
ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
a Delaware corporation
By: ____________________________________
Name: Richard Iamunno
Title: President
ATTEST:
______________________________
Norman J. Hoskin, Secretary
CEEE GROUP CORPORATION
a Colorado corporation
By: ___________________________________
Name: Richard Iamunno
Title: President
ATTEST:
______________________________
Norman J. Hoskin, Secretary
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CERTIFICATE OF SECRETARY
ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD., A DELAWARE CORPORATION
The undersigned, Norman J. Hoskin, Secretary of Atlantic International
Entertainment, Ltd., a corporation organized and existing under the laws of the
State of Delaware, hereby certifies, as such Secretary, that the Agreement and
Plan of Merger to which this Certificate is attached, after having been first
duly signed on behalf of the said corporation and having been signed on behalf
of CEEE Group Corporation, a corporation of the State of Colorado, was duly
adopted by the sole shareholder of the corporation, which Agreement and Plan of
Merger was thereby adopted as the act of the shareholders of said Atlantic
International Entertainment, Ltd., a Delaware corporation, and constitutes the
duly adopted agreement and act of said corporation.
WITNESS my hand this ____ day of , 1996.
_______________________________
Norman J. Hoskin, Secretary
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CERTIFICATE OF SECRETARY
CEEE GROUP CORPORATION, A COLORADO CORPORATION
The undersigned, Norman J. Hoskin, hereby certifies that he is the duly
elected and acting Secretary of CEEE Group Corporation, a Colorado corporation
("CEEE"), and hereby certifies that the attached Agreement and Plan of Merger
between ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD., a Delaware corporation, and
CEEE was duly approved by the shareholders of CEEE on _________________ __,1996.
IN WITNESS WHEREOF, the undersigned has hereto subscribed his name this
____ day of , 1996.
_______________________________
Norman J. Hoskin, Secretary
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EXHIBIT B
CERTIFICATE OF INCORPORATION OF
ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
FIRST: The name of this corporation is Atlantic International
Entertainment, Ltd.
SECOND: The address of the registered office of the corporation in the
State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle,
Delaware 19805, and the name of its registered agent at that address is The
Prentice-Hall Corporation System, Inc.
THIRD: The name and mailing address of the incorporator of the
corporation is:
Michael I. Otner, Esq.
Olshan Grundman Frome & Rosenzweig LLP
505 Park Avenue
New York, New York 10022
FOURTH: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.
FIFTH: The corporation is authorized to issue 110,000,000 shares,
100,000,000 of which are designated "Common Stock," $.001 par value, and
10,000,000 of which are designated "Preferred Stock," $.001 par value. The Board
of Directors is hereby authorized to fix or alter the rights, preferences,
privileges and restrictions granted to or imposed upon any series of Preferred
Stock, and the number of shares constituting any such series and the designation
thereof, or of any of them. The Board of Directors is also authorized to
increase or decrease the number of shares of any series, prior or subsequent to
the issue of that series, but not below the number of shares of such series then
outstanding. In case the number of shares of any series shall be so decreased,
the shares constituting such decrease shall resume the status which they had
prior to the adoption of the resolution originally fixing the number of shares
of such series.
SIXTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, repeal, alter,
amend and rescind from time to time any or all of the bylaws of the corporation;
provided, however, that any bylaw amendment adopted by the Board of Directors
increasing or reducing the authorized number of directors or amending,
repealing, altering or rescinding Article 3, Section 3.2 of the Bylaws of the
corporation shall require a resolution adopted by the affirmative vote of not
less than sixty-six and two-thirds percent (66-2/3%) of the directors. Any Bylaw
amendment adopted by the stockholders increasing or reducing the authorized
number of directors or amending, repealing, altering or rescinding Article 3,
Section 3.2 of the Bylaws of the corporation shall require the approval of not
less than sixty-six and two-thirds percent (66-2/3%) of the total voting power
of all outstanding shares of stock of the corporation entitled to vote thereon.
SEVENTH: The number of directors of the corporation shall be fixed from
time to time by a Bylaw or amendment thereof duly adopted by the Board of
Directors. Any director or the entire Board of Directors may be removed from
office by the stockholders of the corporation only for cause.
EIGHTH: No stockholder will be permitted to cumulate votes in any
election of directors.
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NINTH: Special meetings of the stockholders of this corporation for any
purpose or purposes may be called at any time upon the request in writing of a
majority of the Board of Directors or by the Chairman of the Board or the
President of the corporation. Any such request shall state the purpose or
purposes of the proposed meeting. As soon as reasonably practicable after
receipt of such a request, written notice of such meeting, stating the place,
date (which shall be sixty (60) days from the date of the notice) and hour of
the meeting, shall be given to each stockholder entitled to vote at such
meeting. Special meetings may not be called other than as provided in this
ARTICLE NINTH.
TENTH: Stockholders of the corporation shall take action by meetings
held pursuant to this Certificate of Incorporation and the Bylaws. Stockholders
may not take any action by written consent in lieu of a meeting. Meetings of
stockholders may be held within or outside of the State of Delaware, as the
Bylaws may provide. The books of the corporation may be kept (subject to any
provision contained in the statute) outside the State of Delaware at such place
or places as may be designated from time to time by the Board of Directors or in
the Bylaws of the corporation.
ELEVENTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred on
stockholders herein are granted subject to this reservation. Notwithstanding the
foregoing, the provisions set forth in ARTICLES SIXTH, SEVENTH, TENTH, TWELFTH
and this ARTICLE ELEVENTH may not be repealed or amended in any respect unless
such repeal or amendment is approved by the affirmative vote of not less than
sixty-six and two-thirds percent (66-2/3%) of the total voting power of all
outstanding shares of stock of this corporation entitled to vote thereon, unless
such amendment or repeal has been previously approved by the vote of not less
than sixty-six and two-thirds percent (66-2/3%) of the members of the Board of
Directors, in which case those Articles of this Certificate of Incorporation may
be so amended or repealed by a vote of not less than a majority of the total
voting power of all outstanding shares of stock of the corporation entitled to
vote thereon.
TWELFTH: A director of the corporation shall not be personally liable
to the corporation 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 the corporation 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 Delaware General
Corporation Law, or (iv) for any transaction from which the director derived any
improper personal benefit. If the Delaware General Corporation Law is hereafter
amended to authorize, with the approval of a corporation's stockholder, further
reductions in the liability of the directors of a corporation for breach of
fiduciary duty, then a director of the corporation shall not be liable for any
such breach to the fullest extent permitted by the Delaware General Corporation
Law as so amended. Any repeal or modification of the foregoing provisions of
this ARTICLE TWELFTH by the stockholders of the corporation shall not adversely
affect any right or protection of a director of the corporation existing at the
time of such repeal or modification.
THIRTEENTH: Elections of directors need not be by written ballot unless
the Bylaws of the corporation shall so provide.
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THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation to do business both within and without the
State of Delaware, and in pursuance of the Delaware General Corporation Law,
does hereby make this Certificate, under penalties of perjury, hereby declaring
and certifying that this is my act and deed and the facts herein stated are
true, and accordingly have hereunto set my hand this ___ day of August, 1996.
_______________________________
Michael I. Otner
Sole Incorporator
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<PAGE>
EXHIBIT C
BYLAWS
OF
ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
ARTICLE 1 - OFFICES
1.1 REGISTERED OFFICE. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
1.2 OTHER OFFICES. The corporation may also have offices at such other
places both within or without the State of Delaware as the Board of Directors
may from time to time determine or the business of the corporation may require.
ARTICLE 2 - STOCKHOLDERS
2.1 PLACE OF MEETINGS. All meetings of stockholders shall be held at
such place within or without the State of Delaware as may be designated from
time to time by the Board of Directors, the President or the Chief Executive
Officer or, if not so designated, at the registered office of the corporation.
2.2 ANNUAL MEETING. The annual meeting of stockholders for the election
of directors and for the transaction of such other business as may properly be
brought before the meeting shall be held at a time fixed by the Board of
Directors, the President or the Chief Executive Officer. If this date shall fall
upon a legal holiday at the place of the meeting, then such meeting shall be
held on the next succeeding business day at the same hour. If no annual meeting
is held in accordance with the foregoing provisions, the Board of Directors
shall cause the meeting to be held as soon thereafter as convenient.
2.3 SPECIAL MEETINGS. A special meeting of the stockholders may be
called only in the manner specified in the Certificate of Incorporation.
2.4 NOTICE OF MEETINGS. Except as otherwise provided by law, written
notice of each meeting of stockholders, whether annual or special, shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting. The notices of all meetings
shall state the place, date and hour of the meeting. The notice of a special
meeting shall state, in addition, the purpose or purposes for which the meeting
is called. If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the corporation.
2.5 VOTING LIST. The officer who has charge of the stock ledger of the
corporation shall prepare, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, at a place within the city where the meeting is to
be held. The list shall also be produced and kept at the time and place of the
meeting during the whole time of the meeting, and may be inspected by any
stockholder who is present.
2.6 QUORUM. Except as otherwise provided by law, the Certificate of
Incorporation of these By-Laws, the holders of a majority of the shares of the
capital stock of the corporation issued and outstanding and entitled to vote at
<PAGE>
the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business.
2.7 ADJOURNMENTS. Any meeting of stockholders may be adjourned to
another time and to any other place at which a meeting of stockholders may be
held under these By-Laws by the stockholders present or represented at the
meeting and entitled to vote, although less than a quorum, or, if no stockholder
is present, by any officer entitled to preside at or to act as Secretary of such
meeting. It shall not be necessary to notify any stockholder of any adjournment
of less than 30 days if the time and place of the adjourned meeting are
announced at the meeting at which adjournment is taken, unless after the
adjournment a new record date is fixed for the adjourned meeting. At the
adjourned meeting, the corporation may transact any business which might have
been transacted at the original meeting.
2.8 VOTING AND PROXIES. Each stockholder shall have one vote for each
share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
in the Certificate of Incorporation. Each stockholder of record entitled to vote
at a meeting of stockholders, or to express consent or dissent to corporate
action in writing without a meeting, may vote or express such consent or dissent
in person or may authorize another person or persons to vote or act for him by
written proxy executed by the stockholder or his authorized agent and delivered
to the Secretary of the corporation. No such proxy shall be voted or acted upon
after three years from the date of its execution, unless the proxy expressly
provides for a longer period.
2.9 ACTION AT MEETING. When a quorum is present at any meeting, the
holders a majority of the stock present or represented and voting on a matter
properly before the meeting (or if there are two or more classes of stock
entitled to vote as separate classes, then in the case of each such class, the
holders of a majority of the stock of that class present or represented and
voting on a matter) shall decide any matter properly before the meeting to be
voted upon by the stockholders at such meeting, except when a different vote is
required by express provision of law, the Certificate of Incorporation or these
By-Laws. Any election by stockholders shall be determined by a plurality of the
votes cast by the stockholders entitled to vote at the election.
ARTICLE 3 - DIRECTORS
3.1 GENERAL POWERS. The business and affairs of the corporation shall
be managed by or under the direction of a Board of Directors, who may exercise
all of the powers of the corporation except as otherwise provided by law, the
Certificate of Incorporation or these By-Laws. In the event of a vacancy in the
Board of Directors, the remaining directors, except as otherwise provided by
law, may exercise the powers of the full Board until the vacancy is filled.
3.2 NUMBER; ELECTION; TENURE AND QUALIFICATION. The number of directors
shall constitute the whole Board shall be fixed by resolution of the Board of
Directors, with the number initially fixed at three (3). Each director shall be
elected by the stockholders at the annual meeting and shall hold office until
the next annual meeting and until his successor is elected and qualified, or
until his earlier death, resignation or removal. Directors need not be
stockholders of the corporation.
3.3 VACANCIES. Unless and until filled by the stockholders, any vacancy
in the Board of Directors, however occurring, including a vacancy resulting from
an enlargement of the Board, may be filled by vote of a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office, or a director chosen to full a
position resulting from an increase in the number of directors shall hold office
until the next annual
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<PAGE>
meeting of stockholders and until his successor is elected and qualified, or
until his earlier death, resignation or removal.
3.4 RESIGNATION. Any director may resign by delivering his written
resignation to the corporation at its principal office or to the President or
Secretary. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.
3.5 REGULAR MEETINGS. Regular meetings of the Board of Directors may be
held without notice at such time and place, within or without the State of
Delaware, as shall be determined from time to time by the Board of Directors;
provided that any director who is absent when such a determination is made shall
be given notice of the determination. A regular meeting of the Board of
Directors may be held without notice immediately after and at the same place as
the annual meeting of stockholders.
3.6 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
held at any time and place, within or without the State of Delaware, designated
in a call by the Chairman of the Board, President, two or more directors, or by
one director in the event that there is only a single director in office.
3.7 NOTICE OF SPECIAL MEETINGS. Notice of any special meeting of
directors shall be given to each director by the Secretary or by the officer or
one of the directors calling the meeting. Notice shall be given to each director
in person, by telephone or by telegram sent to his business or home address at
least 48 hours in advance of the meeting, or by written notice mailed to his
business or home address at least 72 hours in advance of the meeting. A notice
or waiver of notice of a meeting of the Board of Directors need not specify the
purposes of the meeting.
3.8 MEETINGS BY TELEPHONE CONFERENCE CALLS. Directors or any members of
any committee designated by the directors may participate in a meeting of the
Board of Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation by such means shall constitute
presence in person at such meeting.
3.9 QUORUM. A majority of the number of directors fixed pursuant to
Section 3.2 shall constitute a quorum at all meetings of the Board of Directors.
In the event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such director
so disqualified; provided, however, that in no case shall less than one-third
(1/3) of the number so fixed constitute a quorum. In the absence of a quorum at
any such meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice other than announcement at the meeting,
until a quorum shall be present.
3.10 ACTION AT MEETING. At any meeting of the Board of Directors at
which quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law, the
Certificate of Incorporation or these By-Laws.
3.11 ACTION BY CONSENT. Any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee of the Board of
Directors may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent to the action in writing, and the written
consents are filed with the minutes of proceedings of the Board or committee.
3.12 COMMITTEES. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The Board may
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<PAGE>
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members of the committee present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent disqualified member. Any such committee, to the extent provided
in the resolution of the Board of Directors and subject to the provisions of the
General Corporation Law of the State of Delaware, shall have and may exercise
all the powers and authority of the Board of Directors in the management of the
business and affairs of the corporation and may authorize the seal of the
corporation to be affixed to all papers which may require it. Each such
committee shall keep minutes and make such reports as the Board of Directors may
from time to time request. Except as the Board of Directors may otherwise
determine, any committee may make rules for the conduct of its business, but
unless otherwise provided by the directors or in such rules, its business shall
be conducted as nearly as possible in the same manner as is provided in these
By-Laws for the Board of Directors.
3.13 COMPENSATION OF DIRECTORS. Directors may be paid such compensation
for their services and such reimbursement for expenses of attendance at meetings
as the Board of Directors may from time to time determine. No such payment shall
preclude any director from serving the corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.
ARTICLE 4 - OFFICERS
4.1 ENUMERATION. The officers of the corporation shall consist of a
President, a Chief Executive Officer, a Secretary, a Chief Financial Officer and
such other officers with such other titles as the Board of Directors shall
determine, including a Chairman of the Board, a Vice-Chairman of the Board, a
Treasurer, and one or more Vice Presidents, Controllers, and Assistant
Secretaries. The Board of Directors may appoint such other officers as it may
deem appropriate.
4.2 ELECTION. The President, Chief Executive Officer, Chief Financial
Officer and Secretary shall be elected annually by the Board of Directors at its
first meeting following the annual meeting of stockholders. Other officers may
be appointed by the Board of Directors at such meeting or at any other meeting.
4.3 QUALIFICATION. The President need not be a director. No officer
need be a stockholder. Any two or more offices may be held by the same person.
4.4 TENURE. Except as otherwise provided by law, by the Certificate of
Incorporation or by these By-Laws, each officer shall hold office until his
successor is elected and qualified, unless a different term is specified in the
vote choosing or appointing him, or until his earlier death, resignation or
removal.
4.5 RESIGNATION AND REMOVAL. Any officer may resign by delivering his
written resignation to the corporation at its principal office or to the
President or Secretary. Such resignation shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some
other event.
The Board of Directors, or a committee duly authorized to do so, may
remove any officer with or without cause. Except as the Board of Directors may
otherwise determine, no officer who resigns or is removed shall have any right
to any compensation as an officer for any period following his resignation or
removal, or any right to damages on account of such removal, whether his
compensation be by the month or by the year or otherwise, unless such
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<PAGE>
compensation is expressly provided in a duly authorized written agreement with
the corporation.
4.6 VACANCIES. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of the President, Chief
Financial Officer and Secretary. Each such successor shall hold office for the
unexpired term of his predecessor and until his successor is elected and
qualified, or until his earlier death, resignation or removal.
4.7 CHAIRMAN OF THE BOARD AND VICE-CHAIRMAN OF THE BOARD. If the Board
of Directors appoints a Chairman of the Board, he shall, when present, preside
at all meetings of the Board of Directors. He shall perform such duties and
possess such powers as are usually vested in the office of the Chairman of the
Board or as may be vested in him by the Board of Directors. If the Board of
Directors appoints a Vice Chairman of the Board, he shall, in the absence or
disability of the Chairman of the Board, perform the duties and exercise the
powers of the Chairman of the Board and shall perform such other duties and
possess such other powers as may from time to time be vested in him by the Board
of Directors.
4.8 PRESIDENT. The President shall be the chief operating officer of
the corporation. He shall also be the chief executive officer of the corporation
unless such title is assigned to another person. The President shall, subject to
the direction of the Board of Directors, have general supervision and control of
the business of the corporation. Unless otherwise provided by the directors, he
shall preside at all meetings of the stockholders and of the Board of Directors
(except as provided in Section 4.7 above). The President shall perform such
other duties and shall have such other powers as the Board of Directors may from
time to time prescribe.
4.9 VICE PRESIDENTS. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the President may from time to
time prescribe. In the event of the absence, inability or refusal to act of the
President, the Vice President (or if there shall be more than one, the Vice
Presidents in the order determined by the Board of Directors) shall perform the
duties of the President and when so performing shall have all the powers of and
be subject to all the restrictions upon the President. The Board of Directors
may assign to any Vice President the title of Executive Vice President, Senior
Vice President or any other title selected by the Board of Directors.
4.10 SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall perform
such duties and shall have such powers as the Board of Directors or the
President may from time to time prescribe. In addition, the Secretary shall
perform such duties and have such powers as are incident to the office of the
secretary, including without limitation the duty and power to give notices of
all meetings of stockholders and special meetings of the Board of Directors, to
attend all meetings of stockholders and the Board of Directors and keep a record
of the proceedings, to maintain a stock ledger and prepare lists of stockholders
and their addresses as required, to be custodian of corporate records and the
corporate seal and to affix and attest to the same on documents.
Any Assistant Secretary shall perform such duties and possess such
powers as the Board of Directors, the President or the Secretary may from time
to time prescribe. In the event of the absence, inability or refusal or refusal
to act of the Secretary, the Assistant Secretary, (or if there shall be more
than one, the Assistant Secretaries in the order determined by the Board of
Directors) shall perform the duties and exercise the powers of the Secretary.
In the absence of the Secretary or any Assistant Secretary at any
meeting of stockholders or directors, the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.
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4.11 CHIEF FINANCIAL OFFICER AND CONTROLLER. The Chief Financial
Officer shall perform such duties and shall have such powers as may from time to
time be assigned to him by the Board of Directors or the President. The Chief
Financial Officer shall also be the Treasurer of the corporation unless the
Board of Directors has appointed another person as the Treasurer. In addition,
the Chief Financial Officer shall perform such duties and have such powers as
are incident to the office of treasurer, including without limitation the duty
and power to keep and be responsible for all funds and securities of the
corporation, to deposit funds of the corporation in depositories selected in
accordance with these By-Laws, to disburse such funds as ordered by the Board of
Directors, to make proper accounts of such funds, and to render as required by
the Board of Directors statements of all such transactions and of the financial
condition of the corporation.
The Controller shall perform such duties and possess such powers as the
Board of Directors, the President or the Chief Financial Officer may from time
to time prescribe. In the event of the absence, inability or refusal to act of
the Chief Financial Officer, the Controller, (or if there shall be more than
one, the Controllers in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Chief Financial Officer.
4.12 BONDED OFFICERS. The Board of Directors may require any officer to
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors upon such terms and conditions
as the Board of Directors may specify, including without limitation a bond for
the faithful performance of his duties and for the restoration to the
corporation of all property in his possession or under his control belonging to
the corporation.
4.13 SALARIES. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.
ARTICLE 5 - CAPITAL STOCK
5.1 ISSUANCE OF STOCK. Unless otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the corporation
or the whole or any part of any unissued balance of the authorized capital stock
of the corporation held in its treasury may be issued, sold, transferred or
otherwise disposed of by vote of the Board of Directors in such manner, for such
consideration and on such terms as the Board of Directors may determine.
5.2 CERTIFICATES OF STOCK. Every holder of stock of the corporation
shall be entitled to have a certificate, in such form as may be prescribed by
law and by the Board of Directors, certifying the number and class of shares
owned by him in the corporation. Each such certificate shall be signed by, or in
the name of the corporation by, the Chairman or Vice-Chairman, if any, of the
Board of Directors, or the President or a Vice President, and the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation. Any or all of the signatures on the certificate may be a facsimile.
Each certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Certificate of Incorporation, the
By-Laws, applicable securities laws or any agreement among any number of
shareholders or among such holders and the corporation shall have conspicuously
noted on the face or back of the certificate either the full text of the
restriction or a statement of the existence of such restriction.
5.3 TRANSFERS. Subject to the restrictions, if any, stated or noted on
the stock certificates, shares of stock may be transferred on the books of the
corporation by the surrender to the corporation or its transfer agent of the
certificate representing such shares properly endorsed or accompanied by a
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written assignment or power of attorney properly executed, and with such proof
of authority or the authenticity of signature as the corporation or its transfer
agent may reasonably require. Except as may be otherwise required by law, by the
Certificate of Incorporation or by these By-Laws, the corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the right
to vote with respect to such stock, regardless of any transfer, pledge or other
disposition of such stock until the shares have been transferred on the books of
the corporation in accordance with the requirements of these By-Laws.
5.4 LOST, STOLEN OR DESTROYED CERTIFICATES. The corporation may issue a
new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen, or destroyed, upon such terms and conditions as the
Board of Directors may prescribe, including the presentation of reasonable
evidence of such loss, theft or destruction and the giving of such indemnity as
the Board of Directors may require for the protection of the corporation or any
transfer agent or registrar.
5.5 RECORD DATE. The Board of Directors may fix in advance a date as a
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action. Such record date shall not be more than 60 nor less than 10 days before
the date of such meeting, nor more than 60 days prior to any other action to
which such record date relates.
If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day before the day on which notice is given,
or, if notice is waived, at the close of business on the day before the day on
which the meeting is held. The record date for determining stockholders entitled
to express consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is necessary, shall be the day on which
the first written consent is expressed. The record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating to such purpose.
A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
ARTICLE 6 - INDEMNIFICATION
The corporation shall, to the fullest extent permitted by Section 145
of the General Corporation Law of Delaware, as that Section may be amended and
supplemented from time to time, indemnify any director, officer or trustee which
it shall have power to indemnify under the Section against any expenses,
liabilities or other matters referred to in or covered by that Section. The
indemnification provided for in this Article (i) shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any by-law,
agreement or vote on stockholders or disinterested directors or otherwise, both
as to action in their official capacities and as to action in another capacity
while holding such office, (ii) shall continue as to a person who has ceased to
be a director, officer or trustee and (iii) shall inure to the benefit of the
heirs, executors and administrators of such a person. The corporation's
obligation to provide indemnification under this Article shall be offset to the
extent of any other source of indemnification or any otherwise applicable
insurance coverage under a policy maintained by the corporation or any other
person.
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Expenses incurred by a director of the Corporation in defending a civil
or criminal action, suit or proceeding by reason of the fact that he is or was a
director of the Corporation (or was serving at the Corporation's request as a
director or officer of another corporation) shall 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 to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized by relevant sections of the General Corporation Law of
Delaware.
To assure indemnification under this Article of all such persons who
are determined by the corporation or otherwise to be or to have been
"fiduciaries" of any employee benefit plan of the corporation which may exist
from time to time, such Section 145 shall, for the purposes of this Article, be
interpreted as follows: an "other enterprise" shall be deemed to include such an
employee benefit plan, including, without limitation, any plan of the
corporation which is governed by the Act of Congress entitled "Employee
Retirement Income Security Act of 1974," as amended from time to time; the
corporation shall be deemed to have requested a person to serve an employee
benefit plan where the performance by such person of his duties to the
corporation also imposes duties on, or otherwise involves services by, such
person to the plan or participants or beneficiaries of the plan; excise taxes
assessed on a person with respect to an employee benefit plan pursuant to such
Act of Congress shall be deemed "fines"; and action taken or omitted by a person
with respect to an employee benefit plan in the performance of such person's
duties for a purpose reasonably believed by such person to be in the interest of
the participants and beneficiaries of the plan shall be deemed to be for a
purpose which is not opposed to the best interests of the corporation.
ARTICLE 7 - GENERAL PROVISIONS
7.1 FISCAL YEAR. Except as from time to time otherwise designated by
the Board of Directors, the fiscal year of the corporation shall end on December
31 of each year.
7.2 CORPORATE SEAL. The corporate seal shall be in such form as shall
be approved by the Board of Directors.
7.3 EXECUTION OF INSTRUMENTS. The President, the Chief Executive
Officer or the Treasurer shall have power to execute and deliver on behalf and
in the name of the corporation any instrument requiring the signature of an
officer of the corporation, except as otherwise provided in these By-Laws, or
where the execution and delivery of such an instrument shall be expressly
delegated by the Board of Directors to some other officer or agent of the
corporation.
7.4 WAIVER OF NOTICE. Whenever any notice whatsoever is required to be
given by law, by the Certificate of Incorporation or by these By-Laws, a waiver
of such notice either in writing signed by the person entitled to such notice or
such person's duly authorized attorney, or by telegraph, cable or any other
available method, whether before, at or after the time stated in such waiver, or
the appearance of such person or persons at such meeting in person or by proxy,
shall be deemed equivalent to such notice.
7.5 VOTING OF SECURITIES. Except as the directors may otherwise
designate, the President or Treasurer may waive notice of, and act as or appoint
any person or persons to act as, proxy or attorney fact for this corporation
(with or without power of substitution) at, any meeting of stockholders or
shareholders of any other corporation or organization, the securities of which
may be held by this corporation.
7.6 EVIDENCE OF AUTHORITY. A certificate by the Secretary, or an
Assistant Secretary, or a temporary Secretary, as to any action taken by the
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stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.
7.7 CERTIFICATE OF INCORPORATION. All references in these by-Laws to
the Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.
7.8 TRANSACTIONS WITH INTERESTED PARTIES. No contract or transaction
between the corporation and one or more of the directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of the directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or a committee of the
Board of Directors which authorizes the contract or transaction or solely
because his or their votes are counted for such purpose, if:
(1) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board or committee in good faith authorizes
the contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum;
(2) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or
(3) The contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee of the Board of Directors, or the stockholders.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.
7.9 SEVERABILITY. Any determination that any provision of these By-Laws
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-Laws.
7.10 PRONOUNS. All pronouns used in these By-Laws shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the identity
of the person or persons may require.
ARTICLE 8 - AMENDMENTS
8.1 BY THE BOARD OF DIRECTORS. These By-Laws may be altered, amended or
replaced or new by-laws may be adopted by the affirmative vote of a majority of
the directors present at any regular or special meeting of the Board of
Directors at which a quorum is present except when a different vote is required
by express provision of law, the Certificate of Incorporation or these By-Laws.
8.2 BY THE STOCKHOLDERS. These By-Laws may be altered, amended or
repealed or new by-laws may be adopted by the affirmative vote of the holders of
a majority of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, except when a different vote is required by
express provision of law, the Certificate of Incorporation or these By-Laws,
provided notice of such alteration, amendment, repeal or adoption of new by-laws
shall have been stated in the notice of such special meeting.
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EXHIBIT D
ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered
into this _____ day of __________, 1996 between Atlantic International
Entertainment, Ltd., a Delaware corporation (the "Company"), and __________
("Indemnitee").
WHEREAS, Indemnitee, a member of the Board of directors or an officer,
employee or agent of the Company, performs a valuable service in such capacity
for the Company;
WHEREAS, the stockholders of the Company have adopted By-laws (the
"By-Laws") providing for the indemnification of the directors of the Company to
the maximum extent authorized by Section 145 of the Delaware General Corporation
Law, as amended (the "Code");
WHEREAS, the By-laws and the Code, by their non-exclusive nature,
permit contracts between the Company and the members of its Board of Directors,
officers, employees or agents with respect to indemnification of such directors,
officers, employees or agents;
WHEREAS, in accordance with the authorization as provided by the Code,
the Company either has purchased and presently maintains or intends to purchase
and maintain a policy or policies of Directors and Officers Liability Insurance
("D & O Insurance") covering certain liabilities which may be incurred by its
directors and officers in the performance of their duties as directors and
officers of the Company;
WHEREAS, as a result of developments affecting the terms, scope and
availability of D & O Insurance there exists general uncertainty as to the
extent of protection afforded members of the Board of Directors or officers,
employees or agents by such D & O Insurance and by statutory and by-law
indemnification provisions; and
WHEREAS, in order to induce Indemnitee to continue to serve as a member
of the Board of Directors, officer, employee or agent of the Company, the
Company has determined and agreed to enter into this contract with Indemnitee.
NOW, THEREFORE, in consideration of Indemnitee's continued service as a
director, officer, employee or agent after the date hereof, and for other good
and valid consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1. INDEMNIFICATION OF INDEMNITEE. The Company hereby agrees to hold
harmless and indemnify Indemnitee to the fullest extent authorized or permitted
by the provisions of the Code, as may be amended from time to time.
2. ADDITIONAL INDEMNITY. Subject only to the exclusions set forth in
Sections 3 and 6(c) hereof, the Company hereby further agrees to hold harmless
and indemnify Indemnitee:
(a) against any and all expenses (including attorneys' fees),
witness fees, judgements, fines and amounts paid in settlement actually and
reasonably incurred by Indemnitee in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (including an action by or in the right of the Company) to which
Indemnitee is, was or at any time becomes a party, or is threatened to be made a
party, by reason of the fact that Indemnitee is, was or at any time becomes a
director, officer, employee or agent of the Company or any subsidiary of the
<PAGE>
Company, or is or was serving or at any time serves at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise;
and
(b) otherwise to the fullest extent as may be provided to
Indemnitee by the Company under the non-exclusivity provisions of Article 6 of
the By-laws of the Company and the Code.
3. LIMITATIONS ON ADDITIONAL INDEMNITY.
(a) No indemnity pursuant to Section 2 hereof shall be paid by
the Company:
i) in respect to remuneration paid to Indemnitee if
it shall be determined by a final judgment or other final adjudication that such
remuneration was in violation of law;
ii) on account of any suit in which judgment is
rendered against Indemnitee for an accounting of profits made from the purchase
or sale by Indemnitee of securities of the Company pursuant to the provisions of
Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or
similar provisions of any federal, state or local statutory law;
iii) on account of Indemnitee's conduct which is
finally adjudged to have been knowingly fraudulent or deliberately dishonest or
to constitute willful misconduct;
iv) an account of Indemnitee's conduct which is the
subject of an action, suit or proceeding described in Section 6(c)(ii) hereof;
v) on account of any action, claim or proceeding
(other than a proceeding referred to in Section 7(b) hereof) initiated by the
Indemnitee unless such action, claim or proceeding was authorized in the
specific case by action of the Board of Directors;
vi) if a final decision by a Court having
jurisdiction in the matter shall determine that such indemnification is not
lawful (and, in this respect, both the Company and Indemnitee have been advised
that the Securities and Exchange Commission believes that indemnification for
liabilities arising under the federal securities laws is against public policy
and is, therefore, unenforceable and that claims for indemnification should be
submitted to appropriate courts for adjudication); and
vii) except to the extent the aggregate of losses to
be indemnified thereunder exceeds the sum of (a) such losses for which the
Indemnitee is indemnified pursuant to Section 1 hereof and (b) any additional
amount paid to the Indemnitee pursuant to any D & O Insurance purchased and
maintained by the Company.
(b) No indemnity pursuant to Section 1 or 2 hereof shall be
paid by the Company if the action, suit or proceeding with respect to which a
claim for indemnity hereunder is made arose from or is based upon any of the
following:
i) Any solicitation of proxies by Indemnitee, or by a
group of which he was or became a member consisting of two or more persons that
had agreed (whether formally or informally and whether or not in writing) to act
together for the purpose of soliciting proxies, in opposition to any
solicitation of proxies approved by the Board of Directors.
ii) Any activities by Indemnitee that constitute a
breach of or default under any agreement between Indemnitee and the Company.
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4. CONTRIBUTION. If the indemnification provided in Sections 1
and 2 hereof is unavailable by reason of a Court decision described in Section
3(a)(vi) hereof based on grounds other than any of those set forth in paragraphs
(i) through (v) of Section 3(a) hereof, then in respect of any threatened,
pending or completed action, suit or proceeding in which the Company is jointly
liable with Indemnitee (or would be if joined in such action, suit or
proceeding), the Company shall contribute to the amount of expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred and paid or payable by Indemnitee in such proportion as is
appropriate to reflect (i) the relative benefits received by the Company on the
one hand and Indemnitee on the other hand from the transaction from which such
action, suit or proceeding arose, and (ii) the relative fault of the Company on
the one hand and of Indemnitee on the other in connection with the events which
resulted in such expenses, judgments, fines or settlement amounts, as well as
any other relevant equitable considerations. The relative fault of the Company
on the one hand and of Indemnitee on the other shall be determined by reference
to, among other things, the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent the circumstances resulting in
such expenses, judgments, fines or settlement amounts. The Company agrees that
it would not be just and equitable if contribution pursuant to this Section 4
were determined by pro rata allocation or any other method of allocation which
does not take account of the foregoing equitable considerations.
5. NOTIFICATION AND DEFENSE OF CLAIM. Not later than thirty
(30) days after receipt by Indemnitee of notice of the commencement of any
action, suit or proceeding, Indemnitee shall, if a claim in respect thereof is
to be made against the Company under this Agreement, notify the Company of the
commencement thereof; but Indemnitee's omission so to notify the Company will
not relieve the Company from any liability which it may have to Indemnitee
otherwise than under this Agreement. With respect to any such action, suit or
proceeding as to which Indemnitee notifies the Company of the commencement
thereof:
(a) The Company will be entitled to participate
therein at its own expense.
(b) Except as otherwise provided below, to the extent
that it may wish, the Company shall, jointly with any other indemnifying party
similarly notified, be entitled to assume the defense thereof, with counsel
reasonably satisfactory to Indemnitee. After notice form the Company to
Indemnitee of its election to assume the defense thereof, the Company will not
be liable to Indemnitee under this Agreement for any legal or other expenses
subsequently incurred by Indemnitee in connection with the defense thereof,
other than reasonable costs of investigation or as otherwise provided below.
Indemnitee shall have the right to employ its own counsel in such action, suit
or proceeding, but the fees and expenses of such counsel incurred after notice
from the Company of the Company's assumption of the defense thereof shall be at
the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has
been authorized by the Company; (ii) Indemnitee shall have reasonably concluded
that there may be a conflict of interest between the Company and Indemnitee in
the conduct of the defense of such action; or (iii) the Company shall not in
fact have employed counsel to assume the defense of such action; in each of
which cases the fees and expenses of Indemnitee's separate counsel shall be paid
by the Company. The Company shall not be entitled to assume the defense of any
action, suit or proceeding brought by or on behalf of the Company or as to which
Indemnitee shall have made the conclusion provided for in (ii) above.
(c) The Company shall not be liable to indemnify
Indemnitee under this Agreement for any amounts paid in settlement of any action
or claim effected without its written consent. The Company shall be permitted to
settle any action except that it shall not settle any action or claim in any
manner which would impose any penalty or limitation on Indemnitee without
Indemnitee's
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written consent. Neither the Company nor Indemnitee will unreasonably withhold
its consent to any proposed settlement.
6. ADVANCEMENT AND REPAYMENT OF EXPENSES.
(a) In the event that Indemnitee employs his or her
own counsel pursuant to Sections 5(b)(i) through (iii) above, the Company shall
advance to Indemnitee, prior to any final disposition of any threatened or
pending action, suit or proceeding, whether civil, criminal, administrative or
investigative, any and all reasonable expenses (including legal fees and
expenses) incurred in investigating or defending any such action, suit or
proceeding within ten (10) days after receiving from Indemnitee copies of
invoices presented to Indemnitee for such expenses.
(b) Indemnitee agrees that Indemnitee will reimburse
the Company for all reasonable expenses paid by the Company in investigating or
defending any civil or criminal action, suit or proceeding against Indemnitee in
the event and only to the extent it shall be ultimately determined by a final
judicial decision (from which there is no right of appeal) that Indemnitee is
not entitled, under the provisions of the Code, the By-laws, this Agreement or
otherwise, to be indemnified by the Company for such expenses.
(c) Notwithstanding the foregoing, the Company shall
not be required to advance such expenses to Indemnitee in respect of any action
arising from or based upon any of the matters set forth in subsection (b) of
Section 3 or if Indemnitee (i) commences any action, suit or proceeding as a
plaintiff unless such advance is specifically approved by a majority of the
Board of Directors or (ii) is a party to an action, suit or proceeding brought
by the Company and approved by a majority of the Board which alleges willful
misappropriation of corporate assets by Indemnitee, disclosure of confidential
information in violation of Indemnitee's fiduciary or contractual obligations to
the Company, or any other willful and deliberate breach in bad faith of
Indemnitee's duty to the Company or its shareholders.
7. ENFORCEMENT.
(a) The Company expressly confirms and agrees that it
has entered into this Agreement and assumed the obligations imposed on the
Company hereby in order to induce Indemnitee to continue as a director, officer,
employee or other agent of the Company, and acknowledges that Indemnitee is
relying upon this agreement in continuing in such capacity.
(b) In the event Indemnitee is required to bring any
action to enforce rights or to collect moneys due under this Agreement and is
successful in such action, the Company shall reimburse Indemnitee for all
Indemnitee's reasonable fees and expenses, including attorney's fees, in
bringing and pursuing such action.
8. SUBROGATION. In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all documents required and
shall do all acts that may be necessary to secure such rights and to enable the
Company effectively to bring suit to enforce such rights.
9. CONTINUATION OF OBLIGATIONS. All agreements and obligations
of the Company contained herein shall commence upon the date that Indemnitee
first became a member of the Board of Directors or an officer, employee or agent
of the Company, as the case may be, and shall continue during the period
Indemnitee is a director, officer, employee or agent of the Company (or is or
was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise) and shall continue thereafter so long as
Indemnitee shall
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be subject to any possible claim or threatened, pending or completed action,
suit or proceeding, whether civil, criminal or investigative, by reason of the
fact that Indemnitee was a director, officer, employee or agent of the Company
or serving in any other capacity referred to herein.
10. SURVIVAL OF RIGHTS. The rights conferred on Indemnitee by
this Agreement shall continue after Indemnitee has ceased to be a director,
officer, employee or other agent of the Company and shall inure to the benefit
of Indemnitee's heirs, executors and administrators.
11. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on
Indemnitee by this Agreement shall not be exclusive of any other right which
Indemnitee may have or hereafter acquire under any statute, provision of the
Company's Certificate of Incorporation or By-laws, agreement, vote of
stockholders or directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding office; provided,
however, that this Agreement shall supersede and replace any prior
indemnification agreements entered into by and between the Company and
Indemnitee and that any such prior indemnification agreement shall be terminated
upon the execution of this Agreement.
12. SEPARABILITY. Each of the provisions of this Agreement is
a separate and distinct agreement and independent of the others, so that if any
or all of the provisions hereof shall be held to be invalid or unenforceable for
any reason, such invalidity or unenforceability shall not affect the validity or
enforceability of the other provisions hereof or the obligation of the Company
to indemnify the Indemnitee to the full extent provided by the By-laws or the
Code.
13. GOVERNING LAW. This Agreement shall be interpreted and
enforced in accordance with the laws of the State of Delaware.
14. BINDING EFFECT. This Agreement shall be binding upon
Indemnitee and upon the Company, its successors and assigns, and shall inure to
the benefit of Indemnitee, his or her heirs, personal representatives and
assigns and to the benefit of the Company, its successors and assigns.
15. AMENDMENT AND TERMINATION. No amendment, modification,
termination or cancellation of this Agreement shall be effective unless it is in
writing and is signed by both parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
and as of the day and year first above written.
ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.
a Delaware corporation
By: ___________________________________
INDEMNITEE
__________________________________________
Name
Address:__________________________________
__________________________________________
______________________________
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EXHIBIT E
- - - ---------
ARTICLE 113
DISSENTERS' RIGHTS
PART 1
RIGHT OF DISSENT - PAYMENT FOR SHARES
7-113-101. DEFINITIONS
For purposes of this article:
(1) "Beneficial shareholder" means the beneficial owner of shares held in a
voting trust or by a nominee as the record shareholder.
(2) "Corporation" means the issuer of the shares held by a dissenter before
the corporate action, or the surviving or acquiring domestic or foreign
corporation, by merger or share exchange of that issuer.
(3) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under section 7-113-102 and who exercises that right at the
time and in the manner required by part 2 of this article.
(4) "Fair value", with respect to a dissenter's shares, means the value of
the shares immediately before the effective date of the corporate action to
which the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action except to the extent that exclusion would
be inequitable.
(5) "Interest" means interest from the effective date of the corporate
action until the date of payment, at the average rate currently paid by the
corporation on its principal bank loans or, if none, at the legal rate as
specified in section 5-12-101, C.R.S.
(6) "Record shareholder" means the person in whose name shares are
registered in the records of a corporation or the beneficial owner of shares
that are registered in the name of a nominee to the extent such owner is
recognized by the corporation as the shareholder as provided in section
7-107-204.
(7) "Shareholder" means either a record shareholder or a beneficial
shareholder.
<PAGE>
7-113-102. RIGHT TO DISSENT
(1) A shareholder, whether or not entitled to vote, is entitled to dissent
and obtain payment of the fair value of his or her shares in the event of any of
the following corporate actions:
(a) Consummation of a plan of merger to which the corporation is a party if:
(I) Approval by the shareholders of that corporation is required for the
merger by section 7-111-103 or 7-111-104 or by the articles of incorporation; or
(II) The corporation is a subsidiary that is merged with its parent
corporation under section 7-111-104;
(b) Consummation of a plan of share exchange to which the corporation is a
party as the corporation whose shares will be acquired;
(c) Consummation of a sale, lease, exchange, or other disposition of all, or
substantially all, of the property of the corporation for which a shareholder
vote is required under section 7-112-102 (1); and
(d) Consummation of a sale, lease, exchange, or other disposition of all, or
substantially all, of the property of an entity controlled by the corporation if
the shareholders of the corporation were entitled to vote upon the consent of
the corporation to the disposition pursuant to section 7-112-102 (2).
(2) A shareholder, whether or not entitled to vote, is entitled to dissent
and obtain payment of the fair value of the shareholder's shares in the event
of:
(a) An amendment to the articles of incorporation that materially and
adversely affects rights in respect of the shares because it:
(I) Alters or abolishes a preferential right of the shares; or
(II) Creates, alters, or abolishes a right in respect of redemption of the
shares, including a provision respecting a sinking fund for their redemption or
repurchase; or
(b) An amendment to the articles of incorporation that affects rights
in respect of the shares because it:
<PAGE>
(I) Excludes or limits the right of the shares to vote on any matter, or to
cumulate votes, other than a limitation by dilution through issuance of shares
or other securities with similar voting rights; or
(II) Reduces the number of shares owned by the shareholder to a fraction of
a share or to scrip if the fractional share or scrip so created is to be
acquired for cash or the scrip is to be voided under section 7-106-104.
(3) A shareholder is entitled to dissent and obtain payment of the fair
value of the shareholder's shares in the event of any corporate action to the
extent provided by the bylaws or a resolution of the board of directors.
(4) A shareholder entitled to dissent and obtain payment for the
shareholder's shares under this article may not challenge the corporate action
creating such entitlement unless the action is unlawful or fraudulent with
respect to the shareholder or the corporation.
<PAGE>
7-113-103. DISSENT BY NOMINEES AND BENEFICIAL OWNERS
(1) A record shareholder may assert dissenters' rights as to fewer than all
the shares registered in the record shareholder's name only if the record
shareholder dissents with respect to all shares beneficially owned by any one
person and causes the corporation to receive written notice which states such
dissent and the name, address, and federal taxpayer identification number, if
any, of each person on whose behalf the record shareholder asserts dissenters'
rights. The rights of a record shareholder under this subsection (1) are
determined as if the shares as to which the record shareholder dissents and the
other shares of the record shareholder were registered in the names of different
shareholders.
(2) A beneficial shareholder may assert dissenters' rights as to the shares
held on the beneficial shareholder's behalf only if:
(a) The beneficial shareholder causes the corporation to receive the record
shareholder's written consent to the dissent not later than the time the
beneficial shareholder asserts dissenters' rights; and
(b) The beneficial shareholder dissents with respect to all shares
beneficially owned by the beneficial shareholder.
(3) The corporation may require that, when a record shareholder dissents
with respect to the shares held by any one or more beneficial shareholders, each
such beneficial shareholder must certify to the corporation that the beneficial
shareholder and the record shareholder or record shareholders of all shares
owned beneficially by the beneficial shareholder have asserted, or will timely
assert, dissenters' rights as to all such shares as to which there is no
limitation on the ability to exercise dissenters' rights. Any such requirement
shall be stated in the dissenters' notice given pursuant to section 7-113-203.
<PAGE>
PART 2
PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS
7-113-201. NOTICE OF DISSENTERS' RIGHTS
(1) If a proposed corporate action creating dissenters' rights under section
7-113-102 is submitted to a vote at a shareholders' meeting, the notice of the
meeting shall be given to all shareholders, whether or not entitled to vote. The
notice shall state that shareholders are or may be entitled to assert
dissenters' rights under this article and shall be accompanied by a copy of this
article and the materials, if any, that, under articles 101 to 117 of this
title, are required to be given to shareholders entitled to vote on the proposed
action at the meeting. Failure to give notice as provided by this subsection (1)
to shareholders not entitled to vote shall not affect any action taken at the
shareholders' meeting for which the notice was to have been given.
(2) If a proposed corporate action creating dissenters' rights under section
7-113-102 is authorized without a meeting of shareholders pursuant to section
7-107-104, any written or oral solicitation of a shareholder to execute a
writing consenting to such action contemplated in section 7-107-104 shall be
accompanied or preceded by a written notice stating that shareholders are or may
be entitled to assert dissenters' rights under this article, by a copy of this
article, and by the materials, if any, that, under articles 101 to 117 of this
title, would have been required to be given to shareholders entitled to vote on
the proposed action if the proposed action were submitted to a vote at a
shareholders' meeting. Failure to give notice as provided by this subsection (2)
to shareholders not entitled to vote shall not affect any action taken pursuant
to section 7-107-104 for which the notice was to have been given.
<PAGE>
7-113-202. NOTICE OF INTENT TO DEMAND PAYMENT
(1) If a proposed corporate action creating dissenters' rights under section
7-113-102 is submitted to a vote at a shareholders' meeting, a shareholder who
wishes to assert dissenters' rights shall:
(a) Cause the corporation to receive, before the vote is taken, written
notice of the shareholder's intention to demand payment for the shareholder's
shares if the proposed corporate action is effectuated; and
(b) Not vote the shares in favor of the proposed corporate action.
(2) If a proposed corporate action creating dissenters' rights under section
7-113-102 is authorized without a meeting of shareholders pursuant to section
7-107-104, a shareholder who wishes to assert dissenters' rights shall not
execute a writing consenting to the proposed corporate action.
(3) A shareholder who does not satisfy the requirements of subsection (1) or
(2) of this section is not entitled to demand payment for the shareholder's
shares under this article.
<PAGE>
7-113-203. DISSENTERS' NOTICE
(1) If a proposed corporate action creating dissenters' rights under section
7-113-102 is authorized, the corporation shall give a written dissenters' notice
to all shareholders who are entitled to demand payment for their shares under
this article.
(2) The dissenters' notice required by subsection (1) of this section shall
be given no later than ten days after the effective date of the corporate action
creating dissenters' rights under section 7-113-102 and shall:
(a) State that the corporate action was authorized and state the effective
date or proposed effective date of the corporate action;
(b) State an address at which the corporation will receive payment demands
and the address of a place where certificates for certificated shares must be
deposited;
(c) Inform holders of uncertificated shares to what extent transfer of the
shares will be restricted after the payment demand is received;
(d) Supply a form for demanding payment, which form shall request a
dissenter to state an address to which payment is to be made;
(e) Set the date by which the corporation must receive the payment demand
and certificates for certificated shares, which date shall not be less than
thirty days after the date the notice required by subsection (1) of this section
is given;
(f) State the requirement contemplated in section 7-113-103 (3), if such
requirement is imposed; and
(g) Be accompanied by a copy of this article.
<PAGE>
7-113-204. PROCEDURE TO DEMAND PAYMENT
(1) A shareholder who is given a dissenters' notice pursuant to section
7-113-203 and who wishes to assert dissenters' rights shall, in accordance with
the terms of the dissenters' notice:
(a) Cause the corporation to receive a payment demand, which may be the
payment demand form contemplated in section 7-113-203 (2) (d), duly completed,
or may be stated in another writing; and
(b) Deposit the shareholder's certificates for certificated shares.
(2) A shareholder who demands payment in accordance with subsection (1) of
this section retains all rights of a shareholder, except the right to transfer
the shares, until the effective date of the proposed corporate action giving
rise to the shareholder's exercise of dissenters' rights and has only the right
to receive payment for the shares after the effective date of such corporate
action.
(3) Except as provided in section 7-113-207 or 7-113-209 (1) (b), the demand
for payment and deposit of certificates are irrevocable.
(4) A shareholder who does not demand payment and deposit the shareholder's
share certificates as required by the date or dates set in the dissenters'
notice is not entitled to payment for the shares under this article.
<PAGE>
7-113-205. UNCERTIFICATED SHARES
(1) Upon receipt of a demand for payment under section 7-113-204 from a
shareholder holding uncertificated shares, and in lieu of the deposit of
certificates representing the shares, the corporation may restrict the transfer
thereof.
(2) In all other respects, the provisions of section 7-113-204 shall be
applicable to shareholders who own uncertificated shares.
<PAGE>
7-113-206. PAYMENT
(1) Except as provided in section 7-113-208, upon the effective date of the
corporate action creating dissenters' rights under section 7-113-102 or upon
receipt of a payment demand pursuant to section 7-113-204, whichever is later,
the corporation shall pay each dissenter who complied with section 7-113-204, at
the address stated in the payment demand, or if no such address is stated in the
payment demand, at the address shown on the corporation's current record of
shareholders for the record shareholder holding the dissenter's shares, the
amount the corporation estimates to be the fair value of the dissenter's shares,
plus accrued interest.
(2) The payment made pursuant to subsection (1) of this section shall be
accompanied by:
(a) The corporation's balance sheet as of the end of its most recent fiscal
year or, if that is not available, the corporation's balance sheet as of the end
of a fiscal year ending not more than sixteen months before the date of payment,
an income statement for that year, and, if the corporation customarily provides
such statements to shareholders, a statement of changes in shareholders' equity
for that year and a statement of cash flow for that year, which balance sheet
and statements shall have been audited if the corporation customarily provides
audited financial statements to shareholders, as well as the latest available
financial statements, if any, for the interim or full-year period, which
financial statements need not be audited;
(b) A statement of the corporation's estimate of the fair value of the
shares;
(c) An explanation of how the interest was calculated;
(d) A statement of the dissenter's right to demand payment under section
7-113-209; and
(e) A copy of this article.
<PAGE>
7-113-207. FAILURE TO TAKE ACTION
(1) If the effective date of the corporate action creating dissenters'
rights under section 7-113-102 does not occur within sixty days after the date
set by the corporation by which the corporation must receive the payment demand
as provided in section 7-113-203, the corporation shall return the deposited
certificates and release the transfer restrictions imposed on uncertificated
shares.
(2) If the effective date of the corporate action creating dissenters'
rights under section 7-113-102 occurs more than sixty days after the date set by
the corporation by which the corporation must receive the payment demand as
provided in section 7-113-203, then the corporation shall send a new dissenters'
notice, as provided in section 7-113-203, and the provisions of sections
7-113-204 to 7-113-209 shall again be applicable.
<PAGE>
7-113-208. SPECIAL PROVISIONS RELATING TO SHARES ACQUIRED AFTER ANNOUNCEMENT OF
PROPOSED CORPORATE ACTION
(1) The corporation may, in or withthe dissenters' notice given pursuant to
section 7-113-203, state the date of the first announcement to news media or to
shareholders of the terms of the proposed corporate action creating dissenters'
rights under section 7-113-102 and state that the dissenter shall certify in
writing, in or with the dissenter's payment demand under section 7-113-204,
whether or not the dissenter (or the person on whose behalf dissenters' rights
are asserted) acquired beneficial ownership of the shares before that date. With
respect to any dissenter who does not so certify in writing, in or with the
payment demand, that the dissenter or the person on whose behalf the dissenter
asserts dissenters' rights acquired beneficial ownership of the shares before
such date, the corporation may, in lieu of making the payment provided in
section 7-113-206, offer to make such payment if the dissenter agrees to accept
it in full satisfaction of the demand.
(2) An offer to make payment under subsection (1) of this section shall
include or be accompanied by the information required by section 7-113-206 (2).
<PAGE>
7-113-209. PROCEDURE IF DISSENTER IS DISSATISFIED WITH PAYMENT OR OFFER
(1) A dissenter may give notice to the corporation in writing of the
dissenter's estimate of the fair value of the dissenter's shares and of the
amount of interest due and may demand payment of such estimate, less any payment
made under section 7-113-206, or reject the corporation's offer under section
7-113-208 and demand payment of the fair value of the shares and interest due,
if:
(a) The dissenter believes that the amount paid under section 7-113-206 or
offered under section 7-113-208 is less than the fair value of the shares or
that the interest due was incorrectly calculated;
(b) The corporation fails to make payment under section 7-113-206 within
sixty days after the date set by the corporation by which the corporation must
receive the payment demand; or
(c) The corporation does not return the deposited certificates or release
the transfer restrictions imposed on uncertificated shares as required by
section 7-113-207 (1).
(2) A dissenter waives the right to demand payment under this section unless
the dissenter causes the corporation to receive the notice required by
subsection (1) of this section within thirty days after the corporation made or
offered payment for the dissenter's shares.
<PAGE>
PART 3
JUDICIAL APPRAISAL OF SHARES
7-113-301. COURT ACTION
(1) If a demand for payment under section 7-113-209 remains unresolved, the
corporation may, within sixty days after receiving the payment demand, commence
a proceeding and petition the court to determine the fair value of the shares
and accrued interest. If the corporation does not commence the proceeding within
the sixty-day period, it shall pay to each dissenter whose demand remains
unresolved the amount demanded.
(2) The corporation shall commence the proceeding described in subsection
(1) of this section in the district court of the county in this state where the
corporation's principal office is located or, if it has no principal office in
this state, in the district court of the county in which its registered office
is located. If the corporation is a foreign corporation without a registered
office in this state, it shall commence the proceeding in the county in this
state where the registered office of the domestic corporation merged into, or
whose shares were acquired by, the foreign corporation was located.
(3) The corporation shall make all dissenters, whether or not residents of
this state, whose demands remain unresolved parties to the proceeding commenced
under subsection (2) of this section as in an action against their shares, and
all parties shall be served with a copy of the petition. Service on each
dissenter shall be by registered or certified mail, to the address stated in
such dissenter's payment demand, or if no such address is stated in the payment
demand, at the address shown on the corporation's current record of shareholders
for the record shareholder holding the dissenter's shares, or as provided by
law.
(4) The jurisdiction of the court in which the proceeding is commenced under
subsection (2) of this section is plenary and exclusive. The court may appoint
one or more persons as appraisers to receive evidence and recommend a decision
on the question of fair value. The appraisers have the powers described in the
order appointing them, or in any amendment to such order. The parties to the
proceeding are entitled to the same discovery rights as parties in other civil
proceedings.
(5) Each dissenter made a party to the proceeding commenced under subsection
(2) of this section is entitled to judgment for the amount, if any, by which the
court finds the fair value of the dissenter's shares, plus interest, exceeds the
amount paid by the corporation, or for the fair value, plus interest, of the
dissenter's shares for which the corporation elected to withhold payment under
section 7-113-208.
<PAGE>
7-113-302. COURT COSTS AND COUNSEL FEES
(1) The court in an appraisal proceeding commenced under section 7-113-301
shall determine all costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court. The court shall
assess the costs against the corporation; except that the court may assess costs
against all or some of the dissenters, in amounts the court finds equitable, to
the extent the court finds the dissenters acted arbitrarily, vexatiously, or not
in good faith in demanding payment under section 7-113-209.
(2) The court may also assess the fees and expenses of counsel and experts
for the respective parties, in amounts the court finds equitable:
(a) Against the corporation and in favor of any dissenters if the court
finds the corporation did not substantially comply with the requirements of part
2 of this article; or
(b) Against either the corporation or one or more dissenters, in favor of
any other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously, or not in good faith with
respect to the rights provided by this article.
(3) If the court finds that the services of counsel for any dissenter were
of substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the corporation, the court may
award to said counsel reasonable fees to be paid out of the amounts awarded to
the dissenters who were benefitted.
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
CEEE GROUP CORPORATION
PROXY -- SPECIAL MEETING OF SHAREHOLDERS
____________________ __, 1996
The undersigned, a shareholder of CEEE Group Corporation, a
Colorado corporation (the "Company"), does hereby appoint Norman J. Hoskin and
Richard Iamunno, and each of them, the true and lawful attorneys and proxies
with full power of substitution, for and in the name, place and stead of the
undersigned, to vote all of the shares of Common Stock of the Company which the
undersigned would be entitled to vote if personally present at the 1996 Special
Meeting of Shareholders of the Company to be held at 222 Corporate Blvd., Suite
317, Boca Raton, Florida 33431 on [day], , 1996, at 10:00 A.M., local time, or
at any adjournment or adjournments thereof.
The undersigned hereby instructs said proxies or their substitutes:
1. TO CHANGE THE STATE OF INCORPORATION OF THE COMPANY FROM
COLORADO TO DELAWARE BY ADOPTION OF AN AGREEMENT AND PLAN OF
MERGER PURSUANT TO WHICH THE COMPANY WILL BE MERGED WITH AND
INTO A DELAWARE SUBSIDIARY WHOLLY-OWNED BY THE COMPANY,
THEREBY, AMONG OTHER THINGS, (A) CHANGING THE NAME OF THE
COMPANY TO ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD., (B)
INCREASING THE NUMBER OF SHARES OF CAPITAL STOCK OUTSTANDING
TO 110,000,000 SHARES, OF WHICH 100,000,000 WILL BE DESIGNATED
AS COMMON STOCK, PAR VALUE $.001 PER SHARE ("COMMON STOCK")
AND 10,000,000 SHARES WILL BE DESIGNATED AS PREFERRED STOCK,
PAR VALUE $.001 PER SHARE ("PREFERRED STOCK") AND (C)
AUTHORIZING THE RECEIPT BY THE HOLDERS OF THE COMPANY'S COMMON
STOCK OF ONE SHARE FOR EACH THREE SHARES HELD BY THEM AS OF
THE DATE OF THE MERGER.
____ FOR ____ AGAINST ____ ABSTAIN
2. DISCRETIONARY AUTHORITY.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREINBEFORE
GIVEN. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED IN FAVOR OF PROPOSAL
NO. 1 ABOVE, AND IN ACCORDANCE WITH THE DISCRETION OF THE PROXIES OR PROXY WITH
RESPECT TO ANY OTHER BUSINESS TRANSACTED AT THE SPECIAL MEETING.
Dated _______________________
_____________________________ (L.S.)
_____________________________ (L.S.)
Signature(s)
NOTE: YOUR SIGNATURE SHOULD APPEAR THE SAME AS YOUR NAME APPEARS HEREON. IN
SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
INDICATE THE CAPACITY IN WHICH SIGNING. WHEN SIGNING AS JOINT TENANTS, ALL
PARTIES IN THE JOINT TENANCY MUST SIGN. WHEN A PROXY IS GIVEN BY A CORPORATION,
IT SHOULD BE SIGNED BY AN AUTHORIZED OFFICER AND THE CORPORATE SEAL AFFIXED. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
