<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 29, 1999
------------------
Casinovations Incorporated
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(Exact name of Registrant as specified in charter)
Washington
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(State or other jurisdiction of incorporation)
333-31373 91-1696010
- ---------------------------- --------------------------------
(Commission File Number) (IRS Employee Identification
No.)
6744 S. Spencer Street, Las Vegas, Nevada 89119
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 733-7195
----------------
Not Applicable
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(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On March 6, 1999, Casinovations Incorporated, a Washington
corporation (the "Company"), entered into an Agreement and Plan
of Merger (the "Merger Agreement") with Casinovations Nevada
Incorporated, a Nevada corporation and wholly-owned subsidiary of
the Company (the "Subsidiary"), providing for the merger of the
Company with and into the Subsidiary (the "Merger"), with
the Subsidiary to be the surviving corporation. The primary
purpose of the Merger is to reincorporate the Company from the
State of Washington to the State of Nevada. If the Merger is
consummated, each share of common stock, par value $0.001, of
the Company issued and outstanding immediately prior to the
Merger shall represent a share of common stock, par value $.001,
of the Subsidiary. The Merger is subject to the approval of the
stockholders of the Company and the Subsidiary. For additional
information concerning the foregoing, reference is made to the
Merger Agreement, a copy of which is attached as an exhibit to
this Current Report and incorporated herein by reference.
The Company held its Annual Meeting of Stockholders (the
"Annual Meeting") on Monday, March 29, 1999. At the Annual
Meeting, the Company's stockholders were asked to: (i) elect the
Company's directors; (ii) consider and vote upon the Merger
Agreement and the Merger; (iii) approve and adopt the
Casinovations Incorporated 1999 Stock Option Plan the (the "Stock
Option Plan"); and (iv) transact such other business as may
properly come before the Annual Meeting of Stockholders and any
adjournments thereof. Although the affirmative vote of a
majority of the outstanding shares of the Company's common stock
is required for the election of the Company's directors and the
approval of the Stock Option Plan, the affirmative vote of
holders of more than two-thirds of the outstanding shares the
Company's common stock is required to approve and adopt the
Merger Agreement and the Merger.
At the Annual Meeting, there were 7,293,992 shares of the
Company-s common stock outstanding. The votes of the Company's
stockholders were as follows:
(a) Election of Directors.
<TABLE>
<CAPTION>
VOTES CAST
NAME OF DIRECTOR FOR AGAINST ABSTAIN
---------------- --- ------- -------
<S> <C> <C> <C>
Steven J. Blad 5,618,499 -0- 52,500
Richard S. Huson 5,618,499 -0- 52,500
Ronald O. Keil 5,618,499 -0- 52,500
Jamie McKee 5,618,499 -0- 52,500
David E. Sampson 5,618,499 -0- 52,500
Bob L. Smith 5,618,499 -0- 52,500
</TABLE>
(b) Approval and Adoption of the Merger Agreement and the
Merger
2
<PAGE>
<TABLE>
<CAPTION>
VOTES CAST
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C>
5,649,499 -0- 21,500
</TABLE>
(c) Approval and ratification of the Casinovations
Incorporated 1999 Stock Option Plan
<TABLE>
<CAPTION>
VOTES CAST
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C>
5,548,425 90,474 32,100
</TABLE>
From the votes cast by the Company's stockholders, the Company's
directors were elected and the Stock Option Plan was adopted by a
majority of the outstanding shares of the Company's common stock
and the Merger Agreement and the Merger were approved by more
than two-thirds of the outstanding shares of the Company's common
stock.
Articles of Merger with respect to the Merger were filed
with the Secretary of State of the State of Nevada and the
Secretary of State of the State of Washington, and the Merger
became effective April 1, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
2.01 Agreement and Plan of Merger dated March 6,
1999 by and between Casinovations Incorporated
and Casinovations Nevada Incorporated,
incorporated by reference from the Company's
Form 10-KSB filed with the Securities and
Exchange Commission on March 26, 1999.
3.01 Articles of Incorporation of Casinovations
Nevada Incorporated.
3.02 Bylaws of Casinovations Nevada Incorporated.
3
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
CASINOVATIONS INCORPORATED
(Registrant)
Date: April 2, 1999 By: /s/ Jay L. King
------------------------------
Jay L. King
Chief Financial Officer,
Secretary and Treasurer
4
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
2.01 Agreement and Plan of Merger dated March 6,
1999 by and between Casinovations Incorporated
and Casinovations Nevada Incorporated,
incorporated by reference from the Company's
Form 10-KSB filed with the Securities and
Exchange Commission on March 26, 1999.
3.01 Articles of Incorporation of Casinovations 6
Nevada Incorporated.
3.02 Bylaws of Casinovations Nevada Incorporated. 12
5
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EXHIBIT 3.01
6
<PAGE>
ARTICLES OF INCORPORATION
OF
CASINOVATIONS NEVADA INCORPORATED
A NEVADA CORPORATION
I, THE UNDERSIGNED, being the original incorporator herein
named, for the purpose of forming a corporation under Chapter 78
of the Nevada Revised Statutes (the "NRS"), to do business both
within and without the State of Nevada, do make and file these
Articles of Incorporation hereby declaring and certifying that
the facts herein stated are true:
ARTICLE I
NAME
The name of the corporation is Casinovations Nevada
Incorporated (the "Corporation").
ARTICLE II
RESIDENT AGENT AND REGISTERED OFFICE
The name and address of the Corporation's resident agent for
service of process is Kummer Kaempfer Bonner & Renshaw, 3800
Howard Hughes Parkway, Seventh Floor, Las Vegas, Nevada 89109.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the
NRS.
ARTICLE IV
SHARES OF STOCK
SECTION 4.1. CAPITAL STOCK. The Corporation is authorized
to issue forty million (40,000,000) shares of common stock, $.001
par value ("Common Stock"), and ten million (10,000,000) shares
of preferred stock, $.001 par value ("Preferred Stock"). Common
Stock and Preferred Stock may be issued from time to time without
action by the stockholders. Common Stock and Preferred Stock may
be issued for such consideration as may be fixed from time to
time by the Board of Directors.
SECTION 4.2. COMMON STOCK. The shares of authorized Common
Stock of the Corporation shall be identical in all respects and
shall have equal rights and privileges.
SECTION 4.3. PREFERRED STOCK. The Board of Directors shall
have authority to issue the shares of Preferred Stock from time
to time on such terms as it may determine, and to divide the
Preferred Stock into one or more series and in connection with
the creation of any such series to fix by the resolution or
resolutions providing for the issue of shares thereof the voting
powers, full or limited, or no voting powers, the designations,
powers and relative,
<PAGE>
participating, optional, or other special rights of such series,
and qualifications, limitations, or restrictions thereof, to the
full extent now or hereafter permitted by law.
SECTION 4.4. VOTING POWER FOR HOLDERS OF COMMON STOCK AND
PREFERRED STOCK. Except as otherwise provided in these Articles
of Incorporation, each holder of Common Stock shall be entitled
to one vote for each share of Common Stock held by him or her on
all matters submitted to stockholders for a vote and each holder
of any series of Preferred Stock shall have no voting rights,
either general or specific, of any kind whatsoever except to the
extent expressly so provided by the Board of Directors pursuant
to Section 4.3 hereof.
ARTICLE V
DIRECTORS
The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors, which
initially shall consist of six (6) directors. Provided that the
Corporation has at least one director, the number of directors
may at any time or times be increased or decreased as provided in
the bylaws. The names, addresses and categories of the initial
members of the Board of Directors are as follows:
NAME ADDRESS
Steven J. Blad 6744 S. Spencer Street
Las Vegas, Nevada 89119
Richard S. Huson 6744 S. Spencer Street
Las Vegas, Nevada 89119
Ron Keil 6744 S. Spencer Street
Las Vegas, Nevada 89119
Jamie McKee 6744 S. Spencer Street
Las Vegas, Nevada 89119
David Sampson 6744 S. Spencer Street
Las Vegas, Nevada 89119
Bob L. Smith 6744 S. Spencer Street
Las Vegas, Nevada 89119
ARTICLE VI
BYLAWS
The Board of Directors shall have power to make, alter,
amend and repeal the bylaws of the Corporation. Any bylaws made
by the Board of Directors under the powers conferred hereby may
be altered, amended or repealed by a majority vote of the entire
Board of Directors or by a
2
<PAGE>
two-thirds vote of all of the stock issued and outstanding at any
annual or special meeting of stockholders, provided that notice
of intention to amend shall have been contained in the notice for
such meeting.
ARTICLE VII
INCORPORATOR
The name and address of the incorporator of the Corporation
is Robert C. Kim, Kummer Kaempfer Bonner & Renshaw, 3800 Howard
Hughes Parkway, Seventh Floor, Las Vegas, Nevada 89109.
ARTICLE VIII
DIRECTORS' AND OFFICERS' LIABILITY
A director or officer of the Corporation shall not be
personally liable to this Corporation or its stockholders for
damages for breach of fiduciary duty as a director or officer,
but this Article shall not eliminate or limit the liability of a
director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or
(ii) the unlawful payment of distributions. Any repeal or
modification of this article by the stockholders of the
Corporation shall be prospective only, and shall not adversely
affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to such
repeal or modification.
ARTICLE IX
INDEMNITY
Every person who was or is a party to, or is threatened to
be made a party to, or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he, or a person of whom
he is the legal representative, is or was a director or officer
of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation, or
as its representative in a partnership, joint venture trust or
other enterprise, shall be indemnified and held harmless to the
fullest extent legally permissible under the laws of the State of
Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or
to be paid in settlement) reasonably incurred or suffered by him
in connection therewith. Such right of indemnification shall be
a contract right which may be enforced in any manner desired by
such person. The expenses of directors and officers incurred in
defending a civil or criminal action, suit or proceeding must be
paid by the Corporation as they are incurred and in advance of
the final disposition of the action suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be
indemnified by the Corporation. Such right of indemnification
shall not be exclusive of any other right which such directors,
officers or representatives may have or hereafter acquire, and,
without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any
bylaw, agreement, vote of stockholders, provision of law, or
otherwise, as well as their rights under this Article.
3
<PAGE>
Without limiting the application of the foregoing, the Board
of Directors may adopt Bylaws from time to time with respect to
indemnification, to provide at all times the fullest
indemnification permitted under the laws of the State of Nevada,
and may cause the Corporation to purchase and maintain insurance
on behalf of any person who is or was a director or officer of
the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation, or
as its representative in a partnership, joint venture, trust or
other enterprise against any liability asserted against such
person and incurred in any such capacity or arising out of such
status, whether or not the Corporation would have the power to
indemnify such person. The indemnification provided in this
Article shall continue as to a person who has ceased to be a
director, officer, employee, agent, and shall inure to the
benefit of the heirs, executors and administrators of such
person.
ARTICLE X
GAMING REGULATORY MATTERS
If the Nevada Gaming Commission or the governing gaming
regulatory agency of a jurisdiction in which the Corporation
holds a privileged license (collectively "Gaming Regulatory
Authorities") at any time determines that a holder of stock or
other security of this Corporation is unsuitable to hold such
stock or other security, then, until such stock or security is no
longer owned by such person, (a) the Corporation shall not be
required or permitted to pay any dividend or interest with
respect to the stock or security, (b) the holder of such stock or
security shall not be entitled to vote on any matter as the
holder of such stock or security, and such stock or security
shall not, for any purpose whatsoever, be included in the stock
or security of the Corporation entitled to vote, and (c) the
Corporation shall not pay any remuneration in any form to the
holder of such stock or security.
If the Gaming Regulatory Authorities determine that a holder
of stock or other security of this Corporation is unsuitable,
such holder shall, upon written demand of the Corporation,
relinquish ownership of such stock or security and, if the
Corporation determines it to be necessary, the Corporation may
purchase such stock or security for cash at fair market value to
be determined at the sole discretion of the Corporation.
4
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 4th day
of March 1999, declaring and certifying that the facts stated
hereinabove are true.
/s/ Robert C. Kim
-----------------------------------
Robert C. Kim, Incorporator
ACKNOWLEDGMENT
STATE OF NEVADA )
) ss.
COUNTY OF CLARK )
This instrument was acknowledged before me on March 4, 1999,
by Robert C. Kim as Incorporator of Casinovations Nevada
Incorporated.
/s/ Kimberly Schroeder
------------------------------------
Notary Public
[SEAL: Kimberly Schroeder
Notary Public - Nevada
My appt. exp. July 18, 2000
No. 96-4320-1]
5
<PAGE>
EXHIBIT 3.02
12
<PAGE>
BYLAWS
OF
CASINOVATIONS NEVADA INCORPORATED
A NEVADA CORPORATION
ARTICLE I
OFFICES
Section 1.1. Principal Office. The principal office of
this corporation shall be in the County of Clark, State of
Nevada.
Section 1.2. Other Offices. The corporation may also have
offices at such other places both within and without the State of
Nevada as the Board of Directors may from time to time determine
or the business of the corporation may require.
ARTICLE II
STOCKHOLDERS
Section 2.1. Annual Meetings. Annual meetings of the
stockholders shall be held each year on a date and at a time
designated by the Board of Directors. The date so designated
shall be within five months after the end of the fiscal year of
the corporation and within fifteen months after the last annual
meeting, at which the stockholders shall elect by vote a Board of
Directors and transact such other business as may properly be
brought before the meeting.
Section 2.2. Special Meetings. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise
prescribed by statute or by the Articles of Incorporation may be
called by the Chairman of the Board of Directors, by the
President or the Secretary by resolution of the Board of
Directors or at the request in writing of one or more
stockholders owning shares in the aggregate entitled to cast not
less than fifty percent (50%) of the votes at the meeting. Such
request shall state the purpose of the proposed meeting and shall
be personally delivered or sent by registered mail or by
telegraph or other facsimile transmission to the Chairman of the
Board, the President, Vice-President or the Secretary of the
Corporation. The officer receiving the request shall cause
notice to be promptly given to the stockholders entitled to vote,
in accordance with the provisions of Section 2.4 of this Article
II. If notice is not given within sixty days (60) days of the
request, the person or persons requesting the meeting may,
subject to any applicable federal or state law including but not
limited to federal securities laws, give the notice. Nothing
contained in this paragraph of this Section 2.2 shall be
construed as limiting, fixing or affecting the time when a
meeting of stockholders called by action of the Board of
Directors may be held. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated
in the notice.
<PAGE>
Section 2.3. Place of Meeting. All annual meetings of the
stockholders shall be held at the principal office of the
corporation or at such other place within or without the State of
Nevada as the directors shall determine. Special meetings of the
stockholders may be held at such time and place within or without
the State of Nevada as shall be stated in the notice of the
meeting, or in a duly executed waiver of notice thereof.
Section 2.4. Notices. Notices of meetings shall be in
writing and signed by the President or a Vice-President or the
Secretary or an Assistant Secretary or by such other person or
persons as the directors shall designate. Such notice shall
state the purpose or purposes for which the meeting is called and
the time and the place, which may be within or without this
State, where it is to be held. The notice of any meeting at
which directors are to be elected shall include the name of any
nominee or nominees whom, at the time of the notice, management
intends to present for election. A copy of such notice shall be
either delivered personally to or shall be mailed, postage
prepaid, to each stockholder of record entitled to vote at such
meeting not less than ten nor more than sixty days before such
meeting. If mailed, it shall be directed to a stockholder at his
address as it appears upon the records of the corporation and
upon such mailing of any such notice, the service thereof shall
be complete and the time of the notice shall begin to run from
the date upon which such notice is deposited in the mail for
transmission to such stockholder. Personal delivery of any such
notice to any officer of a corporation or association, or to any
member of a partnership shall constitute delivery of such notice
to such corporation, association or partnership. In the event of
the transfer of stock after delivery of such notice of and prior
to the holding of the meeting it shall not be necessary to
deliver or mail notice of the meeting to the transferee.
Section 2.5. Affidavit of Mailing. An affidavit of the
mailing or other means of giving any notice of any stockholders'
meeting may be executed by the Secretary, Assistant Secretary, or
any Transfer Agent of the Corporation giving the notice, and
shall be filed and maintained in the minute book of the
Corporation.
Section 2.6. Quorum. The holders of a majority of the
stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not be
present or represented at any meeting of the stockholders or if
the voting power necessary to approve a matter for which the
meeting has been noticed has not voted in favor of such matter,
the stockholders entitled to vote thereat, present in person or
represented by proxy, the Chairman of the Board of Directors, or
a majority of the Board of Directors shall have power to adjourn
the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or
represented or until the voting power necessary to approve the
matter for which the meeting has been noticed has been voted in
favor of such matter.
Section 2.7. Adjournment. When any meeting of
stockholders, either annual or special, is adjourned to another
time or place, notice may not be given of the adjourned meeting
if the time and place are announced at a meeting at which the
adjournment is taken, unless a new record date for the adjourned
meeting is fixed, or unless the adjournment is for more than 45
days from the date set for the original meeting, in which case
the Board of Directors shall set a new record
-2-
<PAGE>
date. Notice of any such adjourned meeting, if required, shall
be given to each stockholder of record entitled to vote at the
adjourned meeting in accordance with the provisions of Section
2.4 of this Article II. At any adjourned meeting at which a
quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as
originally notified.
Section 2.8. Voting. When a quorum is present or
represented at any meeting, the vote of the holders of a majority
of the stock having voting power present in person or represented
by proxy shall be sufficient to elect directors or to decide any
question brought before such meeting, unless the question is one
upon which by express provision of the statutes or of the
Articles of Incorporation, a different vote is required in which
case such express provision shall govern and control the decision
of such question. Each stockholder of record of the corporation
shall be entitled at each meeting of stockholders to one vote for
each share of stock standing in his name on the books of the
corporation. Upon the demand of any stockholder, the vote for
directors and the vote upon any question before the meeting shall
be by ballot.
Section 2.9. Proxies; Inspectors of Election. At any
meeting of the stockholders any stockholder may be represented
and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall
designate two or more persons to act as proxies, a majority of
such persons present at the meeting, or, if only one shall be
present, then that one shall have and may exercise all of the
powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise
provide. No proxy or power of attorney to vote shall be used to
vote at a meeting of the stockholders unless it shall have been
filed with the secretary of the meeting when required by the
inspectors of election. All questions regarding the
qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by three
inspectors of election who shall be appointed by the Board of
Directors, or if not so appointed, then by the presiding officer
of the meeting.
The inspectors of election shall:
(a) Determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting,
the existence of a quorum, and the authenticity, validity,
and effect of proxies;
(b) Receive votes, ballots, or consents;
(c) Hear and determine all challenges and questions in any
way arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the results; and
(g) Do any other acts that may be proper to conduct the
election or vote with fairness to all stockholders.
-3-
<PAGE>
Section 2.10. Action by Written Consent. Any action which
may be taken by the vote of the stockholders at a meeting may be
taken without a meeting if authorized by the written consent of
stockholders holding at least a majority of the voting power,
unless the provisions of the statutes or of the Articles of
Incorporation require a greater proportion of voting power to
authorize such action in which case such greater proportion of
written consents shall be required.
Section 2.11. Waiver of Notice. The transactions of any
meeting of stockholders, either annual or special, however called
and noticed, and wherever held, shall be as valid as though had
at a meeting duly held after regular call and notice, if a quorum
be present either in person or by proxy, and if, either before or
after the meeting, each person entitled to vote, who was not
present in person or by proxy, signs a written waiver of notice
or a consent to a holding of the meeting, or an approval of the
minutes. The waiver of notice of consent need not specify either
the business to be transacted or the purpose of any annual or
special meeting of stockholders. All such waivers, consents, or
approvals shall be filed with the corporate records or made a
part of the minutes of the meeting. Attendance by a person at a
meeting shall also constitute a waiver of notice of that meeting,
except when the person objects, at the beginning of the meeting,
to the transaction of any business because the meeting is not
lawfully called or convened, and except that attendance at a
meeting is not a waiver of any right to object to the
consideration of matters required by law to be included in the
notice of the meeting, but not so included, if that objection is
expressly made at the meeting.
ARTICLE III
DIRECTORS
Section 3.1. General Powers. The business of the
corporation shall be managed by its Board of Directors which may
exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Articles
of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.
Section 3.2. Number. The number of directors which shall
constitute the whole board shall be six (6). The number of
directors may from time to time be increased or decreased by
action of the Board of Directors to not less than one (1) nor
more than ten (10). Directors need not be stockholders.
Section 3.3. Tenure and Qualification. The corporation
shall have three (3) categories of Directors entitled "A", "B"
and "C." At the first meeting of the Board of Directors, the
Board shall designate the directors to be in each category. The
first term of office for each director in each category shall be
as follows:
CATEGORY TERM NUMBER OF DIRECTORS
A Three (3) Year Two (2)
B Two (2) Years Two (2)
C One (1) Years Two (2)
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<PAGE>
After the term of office of each category of directors expires,
the replacement directors (or the same directors, if re-elected)
shall each have a term of three (3) years. Each category of
Directors shall be elected at the annual meeting of stockholders
for the year in which the term of each respective category
expires. Except as provided in Section 3.4, each Director shall
serve until his successor shall have been elected or qualified,
provided that in the event of failure to hold the annual meeting
of stockholders or to hold such elected at such annual meeting of
stockholders, the election may be held at any special meeting of
the stockholders called for that purpose. From time to time, as
the number of Directors is increased or decreased, the Board of
Directors shall designate the category to which Directors are
assigned in such a manner that at least one-fourth of the entire
Board of Directors is elected annually.
Section 3.4. Vacancies. Vacancies in the Board of
Directors including those caused by an increase in the number of
directors, may be filled by a majority of the remaining
directors, though less than a quorum, or by a sole remaining
director, and each director so elected shall hold office until
his successor is elected at an annual or a special meeting of the
stockholders. The holders of two-thirds (2/3) of the outstanding
shares of stock entitled to vote may at any time peremptorily
terminate the term of office of all or any of the directors by
vote at a meeting called for such purpose or by a written
statement filed with the secretary or, in his absence, with any
other officer. Such removal shall be effective immediately, even
if successors are not elected simultaneously and the vacancies on
the Board of Directors resulting therefrom shall be filled only
by the stockholders.
A vacancy or vacancies in the Board of Directors shall be
deemed to exist in case of the death, resignation or removal of
any directors, or if the authorized number of directors be
increased, or if the Board of Directors by resolution declares
vacant the office of director who has been declared of unsound
mind by an order of the court or if the stockholders fail at any
annual or special meeting of stockholders at which any director
or directors are elected to elect the full authorized number of
directors to be voted for at that meeting.
The stockholders may elect a director or directors at any
time to fill any vacancy or vacancies not filled by the
directors. If the Board of Directors accepts the resignation of
a director tendered to take effect at a future time, the Board or
the stockholders shall have power to elect a successor to take
office when the resignation is to become effective.
No reduction of the authorized number of directors shall
have the effect of removing any director prior to the expiration
of his term of office.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
Section 4.1. Regular Meetings. Regular meetings of the
Board of Directors shall be held at any place within or without
the State which has been designated from time to time by
resolution of the Board or by written consent of all members of
the Board. In the absence of such designation regular meetings
shall be held at the principal office of the corporation.
Special meetings of the Board may be held either at a place so
designated or at the principal office. Any
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<PAGE>
meeting, regular or special, may be held by conference telephone
network or similar communications method by which all persons
participating in the meeting can hear each other. Regular
meetings of the Board of Directors may be held without call or
notice at such time and at such place as shall from time to time
be fixed and determined by the Board of Directors.
Section 4.2. Initial Meeting. The first meeting of each
newly elected Board of Directors shall be held at any place
within or without the State which has been designated from time
to time by resolution of the Board or by written consent of all
members of the Board. In the event such meeting is not so held,
the meeting may be held at such time and place as shall be
specified in a notice given as herein provided for special
meetings of the Board of Directors.
Section 4.3. Special Meetings. Special meetings of the
Board of Directors may be called by the Chairman or the President
or by any Vice-President or by any two (2) directors. Written
notice of the time and place of special meetings shall be
delivered personally to each director, or sent to each director
by mail or by other form of written communication, charges
prepaid, addressed to him at his address as it is shown upon the
records or is not readily ascertainable, at the place in which
the meetings of the directors are regularly held. In case such
notice is mailed or telegraphed, it shall be deposited in the
United States mail or delivered to the telegraph company at least
forty-eight (48) hours prior to the time of the holding of the
meeting. In case such notice is delivered as above provided, it
shall be so delivered at least twenty-four (24) hours prior to
the time of the holding of the meeting. Such mailing,
telegraphing or delivery as above provided shall be due, legal
and personal notice to such director.
Section 4.4. Adjournment. Notice of the time and place of
holding an adjourned meeting need not be given to the absent
directors if the time and place be fixed at the meeting adjourned
and unless the meeting is adjourned for more than twenty-four
(24) hours, in which case notice of the time and place shall be
given before the time of the adjourned meeting, in the manner
specified in Section 4.3, to the directors who were not present
at the time of the adjournment.
Section 4.5. Validity of Transactions. The transactions
of any meeting of the Board of Directors, however called and
noticed or wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice, if a quorum be
present, and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, or a
consent to holding such meeting, or an approval of the minutes
thereof. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the
meeting.
Section 4.6. Quorum. A majority of the authorized number
of directors shall be necessary to constitute a quorum for the
transaction of business, except to adjourn as hereinafter
provided. Every act or decision done or made by a majority of
the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors,
unless a greater number be required by law or by the Articles of
Incorporation. Any action of a majority, although not at a
regularly called meeting, and the record thereof, if assented to
in writing by all of the other members of the Board shall be as
valid and effective in all respects as if passed by the Board in
regular meeting. A quorum of the directors may adjourn any
directors meeting to meet again at a stated day and hour;
provided, however, that in the absence of a
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quorum, a majority of the directors present at any directors
meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board.
Section 4.7. Written Consent. Any action required or
permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a meeting if a
written consent thereto is signed by all members of the Board of
Directors or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the
Board or committee.
Section 4.8. Compensation. The directors may be paid
their expenses of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director.
No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be
allowed like reimbursement and compensation for attending
committee meetings.
ARTICLE V
COMMITTEES OF DIRECTORS
Section 5.1. Committees. The Board of Directors may, by
resolution adopted by a majority of the whole Board of Directors,
designate one or more committees of the Board of Directors, each
committee to consist of one or more of the directors of the
corporation which, to the extent provided in the resolution,
shall have and may exercise the power of the Board of Directors
in the management of the business and affairs of the corporation
and may have power to authorize the seal of the corporation to be
affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined
from time to time by the Board of Directors. The members of any
such committee present at any meeting and not disqualified from
voting may, whether or not they constitute a quorum, unanimously
appoint another member of the Board of Directors to act at the
meeting in the place of any absent or disqualified member. At
meetings of such committees, a majority of the members or
alternate members shall constitute a quorum for the transaction
of business, and the act of a majority of the members or
alternate members at any meeting at which there is a quorum shall
be the act of the committee.
Section 5.2. Minutes. The committees shall keep regular
minutes of their proceedings and report the same to the Board of
Directors.
Section 5.3. Meetings and actions of the committee shall
be governed by, and held and taken in accordance with, the
provisions of Article IV of these Bylaws, Section 4.1 (regular
meetings), Section 4.2 (place of meetings), Section 4.3 (special
meetings and notice), Section 4.4 (adjournment and notice of
adjournment), Section 4.6 (quorum), Section 4.7 (action without a
meeting) and Section 6.2 (waiver of notice), with such changes in
the context of those bylaws as are necessary to substitute the
committee and its members for the Board of Directors and its
members, except that the time of regular meetings of committees
may be determined either by resolution of the Board of Directors
or by resolution of the committee; special meetings of
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committees may also be called by resolution of the Board of
Directors; and notice of special meetings of committees shall
also be given to all alternate members, who shall have the right
to attend all meetings of the committee. The Board of Directors
may adopt rules for the government of any committee not
inconsistent with the provisions of these bylaws.
ARTICLE VI
NOTICES
Section 6.1. Notices to directors and stockholders shall
be in writing and delivered personally or mailed to the directors
or stockholders at their addresses appearing on the books of the
corporation. Notice by mail shall be deemed to be given at the
time when the same shall be mailed. Notice to directors may also
be given by telegram.
Section 6.2. Whenever all parties entitled to vote at any
meeting, whether of directors or stockholders, consent, either by
a writing on the records of the meeting or filed with the
secretary, or by presence at such meeting and oral consent
entered on the minutes, or by taking part in the deliberations at
such meeting without objection, the doings of such meeting shall
be as valid as if had at a meeting regularly called and noticed,
and at such meeting any business may be transacted which is not
excepted from the written consent or to the consideration of
which no objection for want of notice is made at the time, and if
any meeting be irregular for want of notice or of such consent,
provided a quorum was present at such meeting, the proceedings of
said meeting may be ratified and approved and rendered likewise
valid and the irregularity or defect therein waived by a writing
signed by all parties having the right to vote at such meeting;
and such consent or approval of stockholders may be by proxy or
attorney, but all such proxies and powers of attorney must be in
writing.
Section 6.3. Whenever any notice whatever is required to
be given under the provisions of the statutes, of the Articles of
Incorporation or of these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE VII
OFFICERS
Section 7.1. The officers of the corporation shall be
chosen by the Board of Directors and shall be a President, a
Secretary and a Treasurer. Any person may hold two or more
offices.
Section 7.2. The Board of Directors at its first meeting
after each annual meeting of stockholders shall choose a Chairman
of the Board and a President, both of whom shall be directors,
and shall choose a Secretary and a Treasurer, none of whom need
be directors.
Section 7.3. The Board of Directors may appoint a Chairman
of the Board, Vice-Chairman of the Board, Vice Presidents and one
or more Assistant Secretaries and Assistant Treasurers and such
other officers and agents as it shall deem necessary who shall
hold their
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offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board
of Directors.
Section 7.4. The salaries and compensation of all officers
of the Corporation shall be fixed by the Board of Directors.
Section 7.5. The officers of the Corporation shall hold
office at the pleasure of the Board of Directors. Any officer
elected or appointed by the Board of Directors may be removed at
any time by the Board of Directors. Any vacancy occurring in any
office of the Corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors. Any officer
may resign at any time by giving written notice to the
Corporation.
Section 7.6. Chairman of the Board. The Chairman of the
Board shall preside at meetings of the stockholders and the Board
of Directors, and shall see that all orders and resolutions of
the Board of Directors are carried into effect.
Section 7.7. Vice-Chairman. The Vice-Chairman 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 as the Board of Directors may
from time to time prescribe.
Section 7.8. President. The President shall be the chief
executive officer of the corporation and shall, subject to the
control of the Board of Directors, have active management of the
business of the corporation. He shall execute on behalf of the
corporation all instruments requiring such execution except to
the extent the signing and execution thereof shall be expressly
designated by the Board of Directors to some other officer or
agent of the corporation. The President may appoint such other
officers as the business of the Corporation may require, each of
whom shall hold office for such period, have such authority and
perform such duties as are provided in the bylaws or as the Board
of Directors may from time to time determine.
Section 7.9. Vice Presidents. The Vice-President(s) shall
act under the direction of the President and in the absence or
disability of the President shall perform the duties and exercise
the powers of the President. They shall perform such other
duties and have such other powers as the President or the Board
of Directors may from time to time prescribe. The Board of
Directors may designate one or more Executive Vice Presidents or
may otherwise specify the order of seniority of the Vice
Presidents. The duties and powers of the President shall descend
to the Vice Presidents in such specified order of seniority.
Section 7.10. Chief Financial Officer. The Chief Financial
Officer, if any, shall be an Executive Vice President and shall
act in an executive financial capacity. He shall assist the
Chairman of the Board and the President in the general
supervision of the Corporation's financial policies and affairs.
Section 7.11. Secretary. The Secretary shall act under the
direction of the President. Subject to the direction of the
President he shall attend all meetings of the Board of Directors
and all meetings of the stockholders and record the proceedings.
He shall perform like duties for the
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standing committees when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such other
duties as may be prescribed by the President or the Board of
Directors.
Section 7.12. Assistant Secretaries. The Assistant
Secretaries shall act under the direction of the President. In
order of their seniority, unless otherwise determined by the
President or the Board of Directors, they shall, in the absence
or disability of the Secretary, perform the duties and exercise
the powers of the Secretary. They shall perform such other
duties and have such other powers as the President or the Board
of directors may from time to time prescribe.
Section 7.13. Treasurer. The Treasurer shall act under the
direction of the President. Subject to the direction of the
President he shall have custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to
the credit of the corporation in such depositories as may be
designated by the Board of Directors. He shall disburse the
funds of the corporation as may be ordered by the President or
the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of
Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the corporation.
Section 7.14. Assistant Treasurer. The Assistant Treasurer
in the order of their seniority, unless otherwise determined by
the President or the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer. They shall perform such other duties
and have such other powers as the President or the Board of
Directors may from time to time prescribe.
ARTICLE VIII
CERTIFICATES OF STOCK
Section 8.1. Certification. Every stockholder shall be
entitled to have a certificate signed by the President or a Vice-
President and the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the corporation,
certifying the number of shares owned by him in the corporation.
If the corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the
designations, preferences and relative participating, optional or
other special rights of the various classes of stock or series
thereof and the qualifications, limitations or restrictions of
such rights, shall be set forth in full or summarized on the face
or back of the certificate which the corporation shall issue to
represent such stock.
Section 8.2. If a certificate is signed (1) by a transfer
agent other than the corporation or its employees or (2) by a
registrar other than the corporation or its employees, the
signatures of the officers of the corporation may be facsimiles.
In case any officer who has signed or whose facsimile signature
has been placed upon a certificate shall cease to be such officer
before such certificate is issued, such certificate may be issued
with the same effect as though the person had
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not ceased to be such officer. The seal of the corporation, or a
facsimile thereof, may, but need not be, affixed to certificates
of stock.
Section 8.3. The Board of Directors may direct a new
certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation
alleged to have been lost or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate of
stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in
its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate
or certificates, or his legal representative, to advertise the
same in such manner as it shall require and/or give the
corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost or
destroyed.
Section 8.4. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the
corporation, if it is satisfied that all provisions of the laws
and regulations applicable to the corporation regarding transfer
and ownership of shares have been complied with, to issue a new
certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
Section 8.5. The Board of Directors may fix in advance a
date not exceeding sixty (60) days nor less than ten (10) days
preceding the date of any meeting of stockholders, or the date
for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with
obtaining the consent of stockholders for any purpose, as a
record date for the determination of the stockholders entitled to
notice of and to vote at any such meeting, and any adjournment
thereof, or entitled to receive payment of any such dividend, or
to give such consent, and in such case, such stockholders, and
only such stockholders as shall be stockholders of record on the
date so fixed, shall be entitled to notice of and to vote at such
meeting, or any adjournment thereof, or to receive payment of
such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may
be, notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid.
Section 8.6. The Corporation shall be entitled to
recognize the person registered on its books as the owner of
shares to be the exclusive owner for all purposes including
voting and dividends, and the Corporation shall not be bound to
recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as
otherwise provided by the laws of Nevada.
ARTICLE IX
RECORDS AND REPORTS
Section 9.1. Stock Ledger. The Corporation shall either
maintain at its principal office a record of its stockholders,
giving the names and addresses of all stockholders and the number
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and class of shares held by each stockholder, or in lieu thereof
maintain at its principal office a statement setting out the name
of the custodian of the stock ledger.
Section 9.2. Accounting Books and Records. The accounting
books and records and minutes of proceedings of the stockholders
and the Board of Directors and any committee or committees of the
Board of Directors shall be kept at such place or places
designated by the Board of Directors. The minutes, accounting
books, and the records shall be kept either in written form or in
any other form capable of being converted into written form.
Subject to NRS 78.257, as amended, the minutes and accounting
books and records shall be open to inspection by the
stockholders.
Section 9.3. Inspection. Every director shall have the
absolute right at any reasonable time to inspect all books,
records, and documents of every kind, and the physical properties
of the Corporation and each of its subsidiary corporations. This
inspection by a director may be made in person or by an agent or
attorney, and the right of inspection includes the right to copy
and make extracts of documents.
ARTICLE X
GENERAL PROVISIONS
Section 10.1. Dividends. Dividends upon the capital stock
of the corporation, subject to the provisions of the Articles of
Incorporation, if any, may be declared by the Board of Directors
at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property or in shares of the capital
stock, subject to the provisions of the Articles of
Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends
such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends or for repairing
or maintaining any property of the corporation or for such other
purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
Section 10.2 Checks or Demands. All checks or demands for
money and notes of the corporation shall be signed by such
officer or officers or such other person or persons as the Board
of Directors may from time to time designate.
Section 10.3 Fiscal Year. The fiscal year of the
corporation shall be fixed by resolution of the Board of
Directors.
Section 10.4. Corporate Seal. The corporation may or may
not have a corporate seal, as may from time to time be determined
by resolution of the Board of Directors. If a corporate seal is
adopted, it shall have inscribed thereon the name of the
corporation and the words "Corporate Seal" and "Nevada". The seal
may be used by causing it or a facsimile thereof to be impressed
or affixed or in any manner reproduced.
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Section 10.5. Authority. The Chairman of the Board, the
President, or any Vice-President, or any other person authorized
by resolution of the Board of Directors or by any of the
foregoing designated officers, is authorized to vote on behalf of
the Corporation any and all shares of any other corporation or
corporations, foreign or domestic, standing in the name of the
Corporation. The authority granted to these officers to vote or
represent on behalf of the Corporation any and all shares held by
the Corporation in any other corporation or corporations may be
exercised by any of these officers in person or by any person
authorized to do so by a proxy duly executed by these officers.
Section 10.6. Governing Law. Unless the context requires
otherwise, the general provisions, rules of construction, and
definitions in the Nevada Revised Statutes shall govern the
construction of these bylaws. Without limiting the generality of
these provisions, the singular number includes the plural, the
plural number includes the singular, and the term "person"
includes both the Corporation and a natural person.
ARTICLE XI
AMENDMENTS
Section 11.1. Amendment by Stockholders. The Bylaws may be
amended by a two-thirds (2/3) vote of all the stock issued and
outstanding and entitled to vote at any annual or special
meeting of the stockholders, provided notice of intention to
amend shall have been contained in the notice of the meeting.
Section 11.2. Amendment by Board of Directors. The Board
of Directors by a majority vote of the whole Board at any meeting
may amend these Bylaws, including Bylaws adopted by the
stockholders, but the stockholders may from time to time specify
particular provisions of the Bylaws which shall not be amended by
the Board of Directors.
ARTICLE XII
INDEMNIFICATION
Every person who was or is a party or is threatened to be a
party to or is involved in any action, suit or proceedings,
whether civil, criminal, administrative or investigative, by
reason of the fact that he or a person of whom he is the legal
representative is or was a director, officer, legal spouse
(whether such status is derived by reason of statutory law,
common law or otherwise of any applicable jurisdiction) of a
director or officer, employee, agent, or other person of this
corporation, or is or was serving at the request of this
corporation or for its benefit as a director, officer, employee
or other person of another corporation, partnership, joint
venture, trust or other enterprise, shall be indemnified and held
harmless to the fullest extent legally permissible under the law
of the state of Nevada as it may be amended from time to time
against all expenses, liability and loss (including attorneys'
fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection
therewith. The indemnification of a legal spouse of a director
or officer shall not extend to any claim for any actual or
alleged wrongful act
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of the spouse, but shall apply only to actual or alleged wrongful
acts of a director or officer as provided in this Article. The
expenses of a director, officer or legal spouse of a director or
officer, incurred in defending a civil or criminal action, suit
or proceeding must be paid by this corporation as they are
incurred and in advance of the final disposition of the action,
suit or proceeding, upon receipt of an undertaking by or on
behalf of the director, officer, or legal spouse of a director or
officer, to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be
indemnified by this corporation. Such right of indemnification
shall be a contract right which may be enforced in any manner
desired by such person. Such right of indemnification shall not
be exclusive of any other right which such a director, officer,
legal spouse of a director or officer, agent or other person may
have or hereafter acquire and, without limiting the generality of
such statement they shall be entitled to their respective rights
of indemnification under the Articles of Incorporation, any
agreement, vote of stockholders, provision of law or otherwise,
as well as their rights under this Article.
Without limiting the application of the foregoing, the Board
of Directors may cause this corporation to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, legal spouse of a director or officer, employee, agent
or other person of this corporation or is or was serving at the
request of this corporation as a director, officer, employee,
agent or other person of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against such person and incurred in any such capacity or arising
out of such status, whether or not this corporation would have
the power to indemnify such person.
APPROVED AND ADOPTED this 6th day of March 1999.
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