SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF
THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
Preliminary Information Statement
X Definitive Information Statement
Confidential For Use of the Commission Only
GUARDIAN INTERNATIONAL, INC.
(Formerly Everest Security Systems Corporation, formerly Everest
Funding Corporation, formerly Burningham Enterprises, Inc.)
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(Name of Registrant as Specified in Charter)
Richard Ginsburg, President
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(Name of Person Filing the Information Statement)
Payment of Filing Fee (Check the appropriate box):
$125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
Fee Computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee:
X Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the 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 filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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INFORMATION STATEMENT
GUARDIAN INTERNATIONAL, INC.
3880 North 28th Terrace
Hollywood, Florida 33020-1118
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NOTICE OF ACTION BY WRITTEN CONSENT
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To the Stockholders of Guardian International, Inc.:
Notice is hereby given that Richard Ginsburg, Harold Ginsburg, Sheilah
Ginsburg and Rhonda Ginsburg (the "Ginsburgs"), as holders and/or controllers of
approximately 62% of the issued and outstanding Common Stock, par value $0.001
per share (the "Common Stock"), of Guardian International, Inc. (the "Company"),
shall, on or about December 4, 1996, approve and adopt the following proposals
(the "Proposals") by written consent in lieu of a meeting:
1. An amendment to the Company's Certificate of Incorporation to change
the name of the Company to Guardian International, Inc.
2. An amendment to the Company's Amended Certificate of Incorporation to
(a) authorize two new classes of common stock of the Company designated
as Class A Voting Common Stock ("Class A Common Stock") and Class B
Nonvoting Common Stock ("Class B Common Stock") and (b) establish the
relative rights, powers and limitations of the Class A and Class B
Common Stock.
The Proposals have been approved and adopted by the Board of Directors
of the Company. The record date for the determination of stockholders of the
Company entitled to receive this Notice of Action by Written Consent and the
Accompanying Information Statement and the determination of the number of shares
of common stock necessary to approve the Proposals has been fixed as of the
close of business on September 10, 1996 (the "Record Date").
As provided in the Company's Certificate of Incorporation, each share
of common stock entitles its holder to one vote on any matter that properly
comes before the stockholders of the Company and requires a vote of the
stockholders. The affirmative vote or written consent of the holders of a
majority of the outstanding shares of common stock is necessary to approve the
Proposals. As discussed herein, the Ginsburgs collectively own and/or control
approximately 62% of the issued and outstanding common stock as of the Record
Date. The Ginsburgs will deliver a written consent that will approve and adopt
the Proposals. No other class of voting security of the Company is issued or
outstanding. Pursuant to Section 78.320 of the Nevada General Corporation Law,
you are being provided with notice of the approval of the Proposals by written
consent of the holders of a majority of the Company's common stock. Pursuant to
the Securities Exchange Act of 1934, as amended, along with this Notice, you are
being furnished with an Information Statement relating to the Proposals.
NO STOCKHOLDERS' MEETING WILL BE HELD TO VOTE ON OR DISCUSS THE
PROPOSALS. ACCORDINGLY, WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUIRED NOT TO SEND US A PROXY.
By Order of the Board of Directors,
November 14, 1996
(Signature appears here)
Sheilah Ginsburg, Secretary
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GUARDIAN INTERNATIONAL, INC.
3880 NORTH 28TH TERRACE
HOLLYWOOD, FLORIDA 33020-1118
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INFORMATION STATEMENT
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WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
GENERAL
This Information Statement is being furnished by the Board of Directors
of Guardian International, Inc., a Nevada corporation, (the "Company"), to
holders of all the issued and outstanding shares of the Company's common stock
for the purpose of describing action to be taken by the holders of a majority of
the issued and outstanding shares of the Company's common stock in connection
with the Proposals set forth on the accompanying Notice of Action of Written
Consent.
This Information Statement and the Notice of Action by Written Consent
are first being mailed to stockholders of the Company on approximately November
14, 1996.
Only stockholders of record at the close of business on September 10,
1996 (the "Record Date"), are entitled to receive this Information Statement and
Notice of Action by Written Consent. As of the close of business on such date,
there were issued and outstanding 6, 453,804 shares of common stock of the
Company of which an aggregate of approximately 62% are owned and/or controlled
by Harold Ginsburg, Richard Ginsburg, Sheilah Ginsburg and Rhonda Ginsburg (the
"Ginsburgs"). No other class of voting security of the Company is issued and
outstanding.
The Company's Certificate of Incorporation and the Nevada General
Corporation Law each require an affirmative vote or written consent of the
majority of the outstanding shares to approve the Proposals. Because the
Ginsburgs own and/or control approximately 62% of the issued and outstanding
shares on the Record Date, they have the voting power to approve the Proposals.
The Ginsburgs have indicated that they intend to give their written consent to
the adoption of the Proposals. Accordingly, the Ginsburgs will be able to cause
the adoption of the Proposals without the receipt of consents from the remaining
stockholders of the Company. The Company anticipates that the filing of such
written consents will occur on or about November 8, 1996. The Company will then
prepare a Certificate of Amendment to its Certificate of Incorporation with the
Secretary of State of the State of Nevada effecting (1) the changing of the name
of the Company from Everest Security Systems Corporation to Guardian
International, Inc.
<PAGE>
and (2) the authorization two new classes of common stock of the Company
designated as Class A Voting Common Stock ("Class A Common Stock") and Class B
Nonvoting Common Stock ("Class B Common Stock") and the establishment of the
relative rights, powers and limitations of the Class A and Class B Common Stock.
A copy of the proposed Amendment is set forth as Exhibit A to this Information
Statement.
EXECUTIVE OFFICES
The Company's principal executive offices are located at 3880 North 28
Terrace, Hollywood, Florida 33020-1118.
DISSENTERS' RIGHT OF APPRAISAL
In accordance with Section 92A.380 of the Nevada General Corporation
Law, the Certificate of Incorporation, Bylaws and the Resolution of the Board of
Directors, a stockholder is not entitled to dissent from or obtain payment of
the fair value of his shares as a result of this Proposals.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information as of September 10,
1996, based on information obtained from the transfer agent, security holders,
and/or company records, with respect to any person who is known to the
registrant to be (a) the beneficial owner of more than five percent (5%) of the
Company's Common Stock, (b) the executive officer and/or director of the
Company, and (c) the directors and officers of the Company as a group.
Name and Address Amount and Nature of Percentage of
Beneficial Owner Beneficial Ownership Beneficial
Ownership
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Harold Ginsburg (1) 903,533 14%
3651 N. 55th Avenue
Hollywood, Florida 33021-2343
Rhonda Ginsburg (2) 629,245 09.75%
1209 South Ocean Drive, Apt. 1709
South Hollywood, Florida 33019
Richard Ginsburg (3) 629,246 09.75%
P.O. Box 800207
Miami, Florida 33280-0207
Sheilah Ginsburg (4) 903,533 14%
3651 N. 55th Avenue
Hollywood, Florida 33021-2343
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International Treasury & 1,085,000 16.81%
Investment Ltd (5)
Hirzel House
Smith Street
St. Peter, Channel Islands
Royal Bank of Scotland 400,000 06.1979%
Talstrasse 82
8001 Zurich CH, Switzerland
All Officers and Directors as a Group 3,065,557 47.5%
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(1) Harold Ginsburg is a Director of Guardian International, Inc. (the
"Company"). Mr. Ginsburg also has the power to vote the 1,000,000 shares of
International Treasury & Investments Ltd. pursuant to an irrevocable voting
proxy. Mr. Ginsburg has the power to vote a total of 1,903,533 shares or
29.4947% of the Company's Common Stock.
(2) Rhonda Ginsburg is Vice-President of the Company.
(3) Richard Ginsburg is the President and a Director of the Company.
(4) Sheilah Ginsburg is the Secretary/Treasurer and a Director of the Company.
(5) International Treasury & Investments Ltd. gave Harold Ginsburg (or his
designee) an irrevocable voting proxy for 1,000,000 of its shares for a period
of two (2) years, pursuant to the Agreement and Plan of Merger dated
August 15, 1996.
***Pursuant to the Plan and Agreement of Merger dated August 15, 1996
between Everest Security Systems Corporation and Guardian International, Inc.
("Merger Agreement"), International Treasury and Investments, Limited ("ITI")
pledged one million (1,000,000) shares of common stock of Guardian
International, Inc., held by it, as security for certain obligations of G.M.
Capital Partners, Ltd. in accordance with a Stock Pledge Agreement executed in
connection with the Merger Agreement. G.M. Capital Partners, Ltd. was unable to
honor its obligation under the Merger Agreement within the set time period and
as a result the one million (1,000,000) shares are to be disbursed to the
pre-merger shareholders of Guardian International, Inc. on or about October 31,
1996 (these shares have not been disbursed as of November 14, 1996) in the
following manner:
Richard Ginsburg 195,000
Harold Ginsburg 280,000
Sheilah Ginsburg 280,000
Rhonda Ginsburg 195,000
Robert Kasky 50,000
<PAGE>
DESCRIPTION OF SECURITIES
Under the Proposals, the outstanding common stock will be called Class
A Voting Common Stock and a new class of common stock designated as Class B
Nonvoting Common Stock will be created. Upon the filing of the Certificate of
Amendment with the Secretary of State of the State of Nevada, every issued and
outstanding share of common stock of the Company shall become and be deemed to
be, and shall automatically convert into, one share of Class A Voting Common
Stock, par value $0.001, and 484,035 shares of Class B Nonvoting Common Stock,
par value $0.001, shall be authorized. The rights, powers and limitations of
Class A Voting Common Stock and Class B Nonvoting Common Stock shall be
identical, except as otherwise provided in the Article Fourth of the Company's
Amended Certificate of Incorporation, as proposed to be amended. The full text
of Article Fourth as proposed to be amended is set forth in Exhibit A to this
information statement as is incorporated herein by reference. The following
summary should be read in conjunction with, and is qualified in its entirety by
reference to, such Exhibit A. The table set forth below summarizes the relative,
powers, preferences and limitations of the Class A Voting Common Stock and Class
B Nonvoting Common Stock as proposed:
Class A Voting Class B Nonvoting
Common Stock Common Stock
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Voting rights 1 0
(per share)
Dividend rights pro rata share of pro rata share of dividends
(Cash, property or dividendsof Class A of Class B Nonvoting
securities) Voting Common Stock Common Stock
(per share)
Conversion Rights -------- May convert Class B
Nonvoting Common Stock
into the same amount of
Class A Voting Common
Stock at any time, at
holder's election, provided,
that each holder of Class B
Nonvoting Common Stock will
not directly or indirectly
own, control or have power
to vote more than they are
permitted under any law,
rule, regulation or other
requirement of any judicial
body.
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Preemptive, subscription
and redemption rights None None
Liquidation rights Pro rata shares of Pro rata share of assets
assets remaining remaining after payment of
after Payment of all liabilities
all liabilities
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Voting Rights
The holders of Class A Voting Common Stock ("Class A") will be
entitled to one (1) vote per share on all matters to be voted on by the
corporation's stockholders, and except as otherwise required by law, the holders
of Class B Nonvoting Common Stock ("Class B") will have no right to vote their
shares of Class B on any matters to be voted on by the corporation's
stockholders.
Dividends
When and as dividends are declared thereon, whether payable in
cash, property or securities of the corporation, the holders of Class A and the
holders of Class B will be entitled to share ratably according to the number of
shares of Class A or Class B held by them, in such dividends; provided, that if
dividends are declared which are payable in shares of Class A or Class B,
dividends will be declared which are payable at the same rate on both classes of
common stock, and the dividends payable in shares of Class A to holders of Class
A, and the dividends payable in shares of Class B will be payable to the holders
of Class B.
Conversion of Class B Nonvoting Common Stock
At any time and from time to time, each record holder of Class
B will be entitled to convert any and all of the shares of such holder's Class B
into the same number of shares of Class A at holder's election, provided, that
each holder of Class B shall only be entitled to convert any share or shares of
Class B to the extent that after giving effect to such conversion such holder or
its affiliates shall not directly or indirectly own, control or have power to
vote a greater quantity of securities of any kind issued by the Company than
such holder and its affiliates are permitted to own, control or have power to
vote under any law or under any regulation, rule or other requirement of any
governmental authority at any time applicable to such holder and its affiliates.
Each conversion of shares of Class B into shares of Class A
will be effected by the surrender of the certificate or certificates
representing the shares to be converted at the principal office of the Company
at any time during normal business hours, together with a
<PAGE>
written notice by the holder of such Class B stating that such holder desires to
convert the shares, or a stated number of the shares, of Class B represented by
such certificate or certificates into Class A and a written undertaking that
upon such conversion such holder and its affiliates will not directly or
indirectly own, control or have the power to vote a greater quantity of
securities of any kind issued by the Company than such holders and its
affiliates are permitted to own, control or have the power to vote under any
applicable law, regulation, rule or other governmental requirement. Such
conversion will be deemed to have effected as of the close of business on the
date on which certificate or certificates have been surrendered and such notice
has been received, and at such time the rights of the holder of the converted
Class B as such holder will cease and the person or persons in whose name or
names the certificate or certificates for shares of Class A are to be issued
upon such conversion will be deemed to have become the holder or holders of
record the shares of Class A represented thereby.
Promptly after such surrender and the receipt of such written
notice, the Company will issue and deliver in accordance with the surrendering
holder's instructions (i) the certificate or certificates for the Class A
issuable upon such conversion and (ii) a certificate representing any Class B
which was represented by the certificate or certificates delivered to the
Company in connection with such conversion but which was not converted.
If the Company in any manner subdivides or combines the
outstanding shares of one class of either Class A or Class B, the outstanding
shares of the other class will be proportionately subdivided or combined.
In the case of, and as a condition to, any capital
reorganization of, or any reclassification of the capital stock of, the Company
(other than a subdivision or combination of shares of Class A or Class B into a
greater or lesser number of shares (whether with or without par value) or a
change in the par value of Class A or Class B or from par value to no par value)
or in the case of, and as a condition to, the consolidation or merger of the
Company with or into another corporation (other than a merger in which the
corporation is the continuing corporation and which does not result in any
reclassification of outstanding shares of Class A or Class B), each share of
Class B shall be convertible into the number of shares of stock or other
securities or property receivable upon such reorganization, reclassification,
consolidation or merger by a holder of the number of shares of Class A of the
Company in which such shares of Class B was convertible immediately prior to
such reorganization, reclassification, consolidation or merger; and, in any such
case, appropriate adjustment shall be made in the application of the provisions
set forth in this paragraph with respect to the rights and interests thereafter
of the holders of Class B to the end that the provisions set forth in this
paragraph (including provisions with respect to the conversion rate) shall
thereafter be applicable, as nearly as they reasonably may be, in relation to
any shares of stock or other securities or property thereafter deliverable upon
the conversion of the shares of Class B.
The shares of Class B which are converted into shares of Class
A as provided herein shall not be reissued.
The Company will at all times reserve and keep available out
of its authorized but
<PAGE>
unissued shares of Class A or its treasury shares, solely for the purpose of
issue upon conversion of the Class B as provided above, such number of Class A
as shall then be issuable upon the conversion of all then outstanding shares of
Class B (assuming that all such shares of Class B are held by persons entitled
to convert such shares into Class A).
The issuance of certificates for Class A upon the conversion
of Class B will be made without charge to the holders of such shares for any
issuance tax in respect thereof or other cost incurred by the Company in
connection with such conversion and the related issuance of Class A. The Company
will not close its books against the transfer of Class B or Class A issued or
issuable upon the conversion of Class B in any manner which would interfere with
the timely conversion of Class B.
Liquidation Rights
In the event any liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, the holders of Class A and Class B
shall be entitled to share ratably, according to the number of shares of Class A
or Class B held by them, in the remaining assets of the Company available for
distribution to its stockholders.
<PAGE>
Transferability
The Class A and Class B will be freely transferable, and
except for federal and state securities law restrictions on directors, officers
and other affiliates of the Company and on persons holding "restricted" stock.
Company stockholders will not be restricted in their ability to sell or transfer
shares of Class A or Class B.
Mergers And Consolidations
Each holder of Class A and Class B will be entitled to receive
the same per share consideration in a merger or consolidation of the Company
(whether or not the Company is the Surviving Corporation), except that any
securities issued in respect of the Class B may have different or lesser voting
rights than securities issued in respect of the Class A.
Preemptive, Subscription And Redemption Rights
Neither the Class A nor the Class B will carry any preemptive,
subscription and redemption rights enabling a holder to subscribe for or receive
shares of any class of stock of the Company or any other securities convertible
into shares of any class of stock of the Company.
INTERESTS OF CERTAIN PERSONS
The Ginsburgs have an interest in the implementation of the Proposals
to authorize and issue Class A and Class B because, as above, the Proposals may
enhance the ability of the Ginsburgs to retain voting control of the Company
even if it disposes of a substantial portion of its shares of Class B.
CHANGE OF THE NAME OF THE COMPANY
On September ___, 1996, pursuant to the Agreement and Plan of Merger
dated August 15, 1996, the Board of Directors of the Company determined it
advisable to amend the Company's Certificate of Incorporation to change its name
from Everest Security Systems Corporation to Guardian International, Inc.
By Order of the Board of Directors
(signature apprears here)
------------------------------
SHEILAH GINSBURG
SECRETARY
Dated: November 14, 1996
<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT OF ARTICLE OF INCORPORATION
OF
GUARDIAN INTERNATIONAL, INC.
We the undersigned Richard Ginsburg, President and Sheilah Ginsburg,
Secretary, of Guardian International, Inc., a Nevada corporation (the
"Company"), do hereby certify:
That the Board of Directors of said corporation at a meeting duly
convened, held on the _______ day of ______________, 19___, adopted a resolution
to amend the original articles as follows:
RESOLVED, Article First is deleted in its entirety and the following is
inserted in lieu thereof:
"FIRST. The name of the corporation is Guardian International, Inc."
RESOLVED, Article Fourth is deleted in its entirety and the following
is inserted in lieu thereof:
"FOURTH. The amount of the total authorized capital stock of the
Company is 100,485,035 shares, consisting of: (i) 100,000,000 shares of 'Class A
Voting Common Stock,' par value $0.001 per share; and (ii) 484,035 shares of
'Class B Nonvoting Common Stock,' par value $0.001 per share.
Except as otherwise provided herein, all shares of Class A
Voting Common Stock and Class B Nonvoting Common Stock will be identical and
will entitle the holders thereof to the same rights and privileges.
1. Voting Rights. The holders of Class A Voting Common Stock will be
entitled to one (1) vote per share on all matters to be voted on by the
corporation's stockholders, and except as otherwise required by law, the holders
of Class B Nonvoting Common Stock will have no right to vote their shares of
Class B Nonvoting Common Stock on any matters to be voted on by the
corporation's stockholders.
2. Dividends. When and as dividends are declared thereon, whether
payable in cash, property or securities of the corporation, the holders of Class
A Voting Common Stock and the holders of Class B Nonvoting Common Stock will be
entitled to share ratably according to the number of shares of Class A Voting
Common Stock or Class B Nonvoting Common Stock held by them, in such dividends;
provided, that if dividends are declared which are payable in shares of Class A
Voting Common Stock or Class B Nonvoting Common Stock, dividends will be
declared which are payable at the same rate on both classes of common stock, and
the dividends payable in shares of Class A Voting Common Stock to holders of
Class A Voting
<PAGE>
Common Stock, and the dividends payable in shares of Class B Nonvoting Common
Stock will be payable to the holders of Class B Nonvoting Common Stock.
3. Liquidation Rights. In the event any liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, the holders of
Class A Voting Common Stock and Class B Nonvoting Common Stock shall be entitled
to share ratably, according to the number of shares of Class A Voting Common
Stock or Class B Nonvoting Common Stock held by them, in the remaining assets of
the Company available for distribution to its stockholders.
4. Conversion of Class B Nonvoting Common Stock.
(a) At any time and from time to time, each record holder of
Class B Nonvoting Common Stock will be entitled to convert any and all of the
shares of such holder's Class B Nonvoting Common Stock into the same number of
shares of Class A Voting Common Stock at holder's election, provided, that each
holder of Class B Nonvoting Common Stock shall only be entitled to convert any
share or shares of Class B Nonvoting Common Stock to the extent that after
giving effect to such conversion such holder or its affiliates shall not
directly or indirectly own, control or have power to vote a greater quantity of
securities of any kind issued by the Company than such holder and its affiliates
are permitted to own, control or have power to vote under any law or under any
regulation, rule or other requirement of any governmental authority at any time
applicable to such holder and its affiliates.
(b) Each conversion of shares of Class B Nonvoting Common
Stock into shares of Class A Voting Common Stock will be effected by the
surrender of the certificate or certificates representing the shares to be
converted at the principal office of the Company at any time during normal
business hours, together with a written notice by the holder of such Class B
Nonvoting Common Stock stating that such holder desires to convert the shares,
or a stated number of the shares, of Class B Nonvoting Common Stock represented
by such certificate or certificates into Class A Voting Common Stock and a
written undertaking that upon such conversion such holder and its affiliates
will not directly or indirectly own, control or have the power to vote a greater
quantity of securities of any kind issued by the Company than such holders and
its affiliates are permitted to own, control or have the power to vote under any
applicable law, regulation, rule or other governmental requirement. Such
conversion will be deemed to have effected as of the close of business on the
date on which certificate or certificates have been surrendered and such notice
has been received, and at such time the rights of the holder of the converted
Class B Nonvoting Common Stock as such holder will cease and the person or
persons in whose name or names the certificate or certificates for shares of
Class A Voting Common Stock are to be issued upon such conversion will be deemed
to have become the holder or holders of record the shares of Class A Voting
Common Stock represented thereby.
(c) Promptly after such surrender and the receipt of such
written notice, the Company will issue and deliver in accordance with the
surrendering holder's instructions (i) the certificate or certificates for the
Class A Voting Common Stock issuable upon such conversion and (ii) a certificate
representing any Class B Nonvoting Common Stock which was represented by the
certificate or certificates delivered to the Company in connection with such
conversion but
<PAGE>
which was not converted.
(d) If the Company in any manner subdivides or combines the
outstanding shares of one class of either Class A Voting Common Stock or Class B
Nonvoting Common Stock, the outstanding shares of the other class will be
proportionately subdivided or combined.
(e) In the case of, and as a condition to, any capital
reorganization of, or any reclassification of the capital stock of, the Company
(other than a subdivision or combination of shares of Class A Voting Common
Stock or Class B Nonvoting Common Stock into a greater or lesser number of
shares (whether with or without par value) or a change in the par value of Class
A Voting Common Stock or Class B Nonvoting Common Stock or from par value to no
par value) or in the case of, and as a condition to, the consolidation or merger
of the Company with or into another corporation (other than a merger in which
the corporation is the continuing corporation and which does not result in any
reclassification of outstanding shares of Class A Voting Common Stock or Class B
Nonvoting Common Stock), each share of Class B Nonvoting Common Stock shall be
convertible into the number of shares of stock or other securities or property
receivable upon such reorganization, reclassification, consolidation or merger
by a holder of the number of shares of Class A Voting Common Stock of the
Company in which such shares of Class B Nonvoting Common Stock was convertible
immediately prior to such reorganization, reclassification, consolidation or
merger; and, in any such case, appropriate adjustment shall be made in the
application of the provisions set forth in this paragraph with respect to the
rights and interests thereafter of the holders of Class B Nonvoting Common Stock
to the end that the provisions set forth in this paragraph (including provisions
with respect to the conversion rate) shall thereafter be applicable, as nearly
as they reasonably may be, in relation to any shares of stock or other
securities or property thereafter deliverable upon the conversion of the shares
of Class B Nonvoting Common Stock.
(f) The shares of Class B Nonvoting Common Stock which are
converted into shares of Class A Voting Common Stock as provided herein shall
not be reissued.
(g) The Company will at all times reserve and keep available
out of its authorized but unissued shares of Class A Voting Common Stock or its
treasury shares, solely for the purpose of issue upon conversion of the Class B
Nonvoting Common Stock as provided above, such number of Class A Voting Common
Stock as shall then be issuable upon the conversion of all then outstanding
shares of Class B Nonvoting Common Stock (assuming that all such shares of Class
B Nonvoting Common Stock are held by persons entitled to convert such shares
into Class A Voting Common Stock).
(h) The issuance of certificates for Class A Voting Common
Stock upon the conversion of Class B Nonvoting Common Stock will be made without
charge to the holders of such shares for any issuance tax in respect thereof or
other cost incurred by the Company in connection with such conversion and the
related issuance of Class A Voting Common Stock. The Company will not close its
books against the transfer of Class B Nonvoting Common Stock or Class A Voting
Common Stock issued or issuable upon the conversion of Class B Nonvoting Common
Stock in any manner which would interfere with the timely conversion of Class B
<PAGE>
Nonvoting Common Stock."
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 6,453,804; that the
said change and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
(Signature appears here)
--------------------------------
Richard Ginsburg, President
(Signature appears here)
--------------------------------
Sheilah Ginsburg, Secretary
State of ______________________
County of_____________________
On ___________________________, personally appeared before me, a Notary
Public, Richard Ginsburg and Sheilah Ginsburg, who acknowledged that they
executed the above instrument.
--------------------------------
(Signature of Notary)
<PAGE>
