SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
SERVICE SYSTEMS INTERNATIONAL, LTD.
(Exact name of Small Business Issuer in its charter)
NEVADA Applied For
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
12840 16th Avenue, Suite 203, White Rock, BC Canada V4A 1N6
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code:
(604) 541-1700
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
<PAGE>2
ITEM 1. DESCRIPTION OF BUSINESS
A. BUSINESS DEVELOPMENT. Service Systems International,
Ltd. (the "Company") was incorporated in the State of Nevada on August
28, 1990. The Company was authorized to issue 50,000,000 common
shares at $.001 par value. The Company had limited operations from
inception through 1990 and ceased operations at that time. The Company
experienced a change in control in July, 1995. There are currently
3,368,000 Common Shares issued and outstanding.
B. Business of Company.
General. The business objective of the Company is market and
supply (and eventually to design and manufacture) wastewater and
sewage effluent treatment systems utilizing a high-intensity, high-
efficiency ultraviolet lamp technology. The Company currently has a
verbal agreement with UV Systems Technology, Inc. to market
products and services under the Ultra Guard TM.
Industry Background. The use of chemicals, in particular, chlorine, to
disinfect sewage effluent and wastewater streams is no longer
environmentally acceptable and alternative, non-intrusive methods of
disinfection are being sought. Ultraviolet disinfection is non-chemical,
non-intrusive and renders effluent streams microbiologically safe for
discharge within the limited of accepted discharge standards.
The current primary artificial source of UV energy is the low-pressure,
low-intensity mercury arc lamp. It is almost universally accepted as the
most efficient and effective source of disinfection systems applications.
The primary reason for its acceptance it that approximately 85% of its
energy output is nearly monochromatic at the wavelength 253.7 nanometers
(nm), which is within the optimum wavelength range of 250 to 270 nm
for germicidal effects.
Current low pressure, low intensity lamps are long, thin tubes, Standard
lengths are typically 2.5 to 4.9 feet arc length and .6' to .8" in diameter.
Low pressure high intensity ultraviolet lamps of the type manufactured
by UV Systems Technology, Inc. have similar diameters but are much
more powerful and about 1/5 shorter in length than low intensity lamps,
resulting in very intense ultraviolet sources.
The radiation is generated by striking an electric arc through mercury vapor,
discharge of the energy generated by excitation of the mercury results in the
emission of the ultraviolet light. The lamps can be suspended outside the
liquid to be treated or submerged into the liquid, the intent being to get the
energy into the liquid as efficiently as possible. Typically, if the lamp is
to be submerged, it is inserted into a quartz sleeve to minimize the cooling
effects of the water. Lamps may be placed in the he liquid either
perpendicular to the direction of flow, parallel to the flow or suspended
above the flowing liquid. As the lamp emits radiation, the intensity will
attenuate as the distance from the lamp increases, this is due simply to
dissipation or dilution of the energy as the volume it occupies
<PAGE> 3
increases. A second attenuation mechanism involves the actual absorption
of the energy by chemical constituents contained in the wastewater. This
is analogous to the chlorine demand and the "ultraviolet demand" of the
wastewater. For example, wastewater with constituents in it that
reduce the ultraviolet light transmission to 50% will have only 10%
incident light being received at a distance of 4cm.
Products. The Company currently has a verbal agreement
with UV Systems Technology, Inc. to market products and services under the
name Ultra Guard TM. UV Systems Technology, Inc. manufactures a
comprehensive range of water and wastewater disinfection systems
incorporating proprietary low pressure, high intensity, high efficiency
ultraviolet lamps, infinitely variable UV lamp controllers, high performance
flow control systems and other components. Ultra Guard's TM
products and services include ultraviolet disinfection systems for sewage
effluent, wastewater and potable water; engineering design services and
after sales service. These products feature patented ultraviolet lamps,
infinitely variable ultraviolet lamp controllers, patented high performance
flow control treatment modules and patented flow balanced weir.
The Ultra Guard TM System utilizes the same basic principle as other
ultraviolet disinfection systems, exposing fluid to ultraviolet radiation for
a sufficiently long period to effectively damage microorganisms. However,
the fluid enters the system, passing through an aluminum diffuser plate
which evens the flow, but then passes through a flow reaction chamber
which is where the ultraviolet lamp is located, and exits through the
proprietary flow balanced discharge weir.
The Ultra Guard TM System incorporates a diffuser screen which
intercepts and regulates the flow entering the system. It ensures a uniform
entrant flow, necessary for even disinfection, and the controls to set lamp
intensity based on a consistent predictable flow rate. The flow in an Ultra
Guard TM System can range from 100 to 800 US gallons per minute.
While the diffuser screen is not patentable, it is unique to the Ultra Guard
TM System. The screen can be closed to stop the flow in order to service
or clean the system or replace ultraviolet lamps.
Another key feature of the Ultra Guard TM System is the ultraviolet lamp.
It is proprietary, low pressure, high intensity and (based on in-house
testing) efficient. The lamps operate at 40% to 60% of the costs of low
pressure, low intensity lamps. Additionally, the Ultra Guard TM System
does not require an extensive number of ultraviolet lamps as in other
systems. In the Ultra Guard TM System, one of these proprietary lamps is
as effective as up to 60 to 80 low intensity lamps for treating sewage
and wastewater effluent.
The Ultra Guard TM lamps are installed in an open-flow channel, along
with automatic sensing equipment. The lamps are dimmed or brightened
automatically depending on the murkiness or flow rate of the fluid to
optimize disinfection. This "rheostat" type control is proprietary to
the system. The lamp controllers are designed and constructed to ISO
9001 standards.
<PAGE>4
The patented flow reaction chamber is designed so that all of the fluid that
passes through it is repeatedly moved towards and away from the lamp in
order to maximize ultraviolet exposure and effectiveness on every drop of
fluid.
The reaction chambers, in which the ultraviolet lamps are installed, are
constructed of corrosion resistant, aluminum and stainless steel. The
ultraviolet lamps are totally surrounded by high-grade fused silica quartz
sleeves, sealed within the module at both ends to prevent moisture from
entering. The entire module is designed and constructed to high
mechanical and electrical standards, suitable for immersion in effluent
streams.
Systems are designed for a range of specific customer requirements,
e.g., municipal wastewater and sewage effluent treatment, industrial
water, breweries, dairies, chemical, pharmaceutical and oil companies.
The price of a single lamp system is $12,000; e.g., for a system with
three lamps, the price is $36,000. Volume discounting is available for
larger sales.
Product Warranties. The Ultra Guard TM System, excluding
ultraviolet lamps, is warranted against defect in workmanship and
component failure for a period of 12 months from the date of installation or
18 months from the date of shipping. Life expectancy of the lamps is
5,000 to 9,000 hours.
Proprietary Protection. UV System Technology, Inc. owns the right
to the six patents on its lamp. The patents are as follows:
<TABLE>
<S> <C>
Patent No. 1136202
Canada
Date Granted November 23, 1972
Expiration Date November 23, 1999
Patent No. 623957
Switzerland
Date Granted June 30, 1981
Expiration Date October 31, 1997
Patent No. 7830689
France
Date Granted December 5, 1983
Expiration Date October 27, 1998
Patent No. 2009493
United Kingdom
Date Granted July 28, 1982
Expiration Date October 27, 1998
<PAGE>5
Patent No. 185374
The Netherlands
Date Granted February 17, 1990
Expiration Date October 27, 1988
Patent No. 4349765
United States
Date Granted September 14, 1982
Expiration Date September 14, 1999
</TABLE>
Applications for the weir and flow reaction chamber patents were filed in
Canada and the United States in 1994. The weir's patent is pending while
the flow reaction chamber patent was issued in the United States and
Canada on April 2, 1996 and is being extended to worldwide
coverage.
The Application. Although wastewater characteristics will be different
site to site, ranges of the UV demand can be described for different levels of
treatment.
<TABLE>
<CAPTION>
UV Absorbency Percent Absorbency
Coefficient Transmission (a,u./cm) a(cm-1)
<S> <C> <C> <C>
Primary Treatment 0.4 to 0.8 67 to 45 0.174 to 0.35
Secondary Treatment 0.3 to 0.5 74 to 60 0.13 to 0.22
Tertiary Treatment 0.2 to 0.4 82 to 67 0.087 to 0.174
</TABLE>
The Process. The UV sterilization process is relatively simple. Not
unlike chlorination, an agent is added to the wastewater in sufficient
quantities to effect the inactivation of bacteria. In the UV case, time is
not provided to allow for a specific reaction to take place, but rather to
accomplish the necessary dose. The effect on the microorganism is not
lethal - it damages the organism so that it is unable to replicate. This
process requires on-site generation of the germicidal agent, the generator
(the UV lamp). Like both chemical processes, UV must also satisfy a
"demand" of energy exerted by the wastewater itself.
In additional to simplicity, the UV process also offers the advantage of
system flexibility and capability of quick response to changes n demand.
The hardware is not complex and maintenance generally requires low skill
levels. The process hazards are low, principally related to the high
electrical loads and personal exposure to the UV radiation - conditions
which are easily safeguarded. A major advantage of the process is the
absence of a residual in the wastewater and any subsequent impact on
the receiving water. A corollary to this is the ability to "overdose" with
UV and still not affect the receiving water. This allows for a less
rigorous control requirements than associated with the use of chlorine. The
absence of a residual can also be viewed as a disadvantage when
considering the operational control of the process. There is no
immediate monitor of performance analogous to the chlorine residual.
Since the energy levels are not high enough to effect chemical reactions,
there are no significant intermediates formed by the process even at
overdose levels.
<PAGE>6
The above information was extracted from the U.S. EPA Design
Manual EPA/625/1-86/-21.
Target Market. Customers for these products include but are not limited
to major municipal operators, public utility companies, wastewater
treatment companies, power generation companies and fish process
companies. The Statistical Abstract of the United States (1992 edition),
a publication prepared by the U.S. Department of Commerce has estimated
that the size of the North American market for new sewage treatment
facilities is US$9.3 billion per annum.
Marketing Strategy and Distribution. The major thrust and emphasis
of the Company's business is directed at penetrating the international
sewage effluent and wastewater industry. The Company has selected
two additional areas which it is targeting. These are potable water treatment
and industrial water treatment. Both of these opportunities will
initially be handled reactively, typically by responding to inquiries
rather than proactively pursuing the market.
To build market share in the sewage effluent and wastewater industry,
the Company's marketing strategy is initially to target opportunities in
communities where the population ranges from 10,000 to 100,000 in
order to establish a minimum of ten to 15 installations as a business
reference base as rapidly as possible.
The Company markets, distributes and sells its products through an agent
and dealer network which is developing, initially in the United States and
Canada, and in lesser priority throughout the rest of the world. A
substantial portion of its marketing efforts will be orchestrated to support
and maximize the effect of this network in order to realize sales.
The Company's first priority is to gain recognition and acceptance on a
worldwide basis from environmental engineering consultants. The
Company recognizes that it needs directed activities to capitalize on
its technological lead time and to establish market share to secure
business.
The Company appoints dealers and agents as local representatives, who
are prepare to publicize and aggressively promote Ultra Guard's TM
technology and business.
Agents are defined as persons or organizations that, acting exclusively or
non-exclusively in a territory, bring sales to the Company on a
commission basis. Agents have been appointed in Mexico, India and 12
U.S. states. The Company is in the process of appointing additional agents
in Chile, the United Kingdom and Italy.
Dealers are defined as persons or organizations appointed by the Company
in a specific territory on an exclusive contract basis that is tied to on-
going performance. Such dealers provide full service to customers,
including, but not limited to, demonstrations, sales, installation, service,
etc. Dealers enter into marketing distribution agreements in which they
<PAGE>7
purchase products from the Company at a predetermined price for resale in
their territory at a locally competitive price. Dealers have already been
appointed in Australia, New Zealand and Japan.
Sales Strategy. The Company has provided information on its market
objective, systems, technology and system advantages to environmental
consultants throughout the United States and Canada and to, among others,
all Canadian Embassy commercial offices worldwide, in its awareness
campaign. The Company is in the process of instructing all agents,
dealer and representatives on market entry strategy, whereby they will
make simultaneous contact with environmental consulting engineers and
municipal plant operators in their specific territories.
In the first stage build up to a sale, in areas where the Company has a
representative or will be selling direct, the Company offers to provide the
free use of a Production Demonstration Unit ("PDU"). A PDU is a full-
size, above-ground, single-channel production system. The offer of a
PDU is only made to municipalities that are in the actual process of
design and installation of a ultraviolet treatment system, are
retrofitting a new ultraviolet system, or are upgrading an existing
facility. Dealers can purchase PDUs for demonstration purposes.
Advertising and Promotion Strategy. On behalf of the Company,
UV System Technology, Inc. advertises currently in leading North
American and international trade publications directed at municipal
sewage and wastewater plant operators and consulting engineers such as
Water & Wastewater International and Environmental Science &
Engineering. Periodically, UV System Technology, Inc. also publishes
articles in trade publications, to provide further clarification and
explanation of the effectiveness of the system.
The Company presents papers regarding the technology of the products
at wastewater conferences, environmental conferences, Water
Environment Federation and similar seminars and gatherings, at
professional association branch sessions and meetings, and at formal
sales presentations.
The Company is developing a number of marketing aids, both for in-
house use and for its dealers and agents. UVST has recently completed
an overall general product video showing the two installations completed at
Kapiti, New Zealand and Chilliwack, BC Canada. The video is
intended for use by the Company, its agents and dealers, and at trade
shows, exhibitions and in general sales presentations. It was recently
used extensively at the Globe 96 exhibition. Other audio visual
presentations being developed, or in the planning stage for use by agents
and dealers include a computer generated slide presentation on disk, slide
presentations, overhead view foils and an Internet web site for publicity
support and as a sourcing tool for inquiries.
Brochures covering every aspect of the Ultra Guard TM System, in-situ
modules and the production demonstration results from the two completed
installations and two other demonstrations are being produced.
<PAGE>8
Technical publications are planned to cover the ultraviolet lamp controllers,
lamps, complete systems, system electrical requirements and parts list.
Instruction manuals are also being developed to cover installation of
PDUs, flow modules and ultraviolet lamp controllers. Proposal binders for
use with direct customers, dealers and agents are also being prepared.
Competition. The business of the Company is very competitive.
Entities with greater established financial resources and contacts than the
Company are competitors in the water treatment industry. They may
develop treatment systems and related products that are competitive with
or superior to the Company's products or which can be marketed more
effectively. The Company competes on the basis of price and quality
of its services.
Federal and/or State Regulation. The Company is not subject to any
federal or state regulations regarding its products.
Employees. The Company has no full time employees and no part
time employees. The Company shall employ additional individuals as
required.
Seasonal Nature of Business Activities. The Company's business
activities are not seasonal.
Proposed Acquisition. The Company is in early negotiations with
the shareholders of UV Systems Technology, Inc. to purchase controlling
interest of UV Systems Technology, Inc. The Company has agreed to
advance funds to UV Systems Technology, Inc. for its cash operating
needs. The Company entered into an assignment agreement with UV
Systems Technology, Inc. , Working Opportunity Fund (EVCC) Ltd.
("Fund"), and MDS Discovery Venture Management, Inc. ("MDS").
The Fund and MDS advanced a total of $55,000 to UV Systems
Technology, Inc. to meet its current cash operating needs. UV
Systems Technology, Inc. issued separate promissory notes to each of the
Fund and MDS and the Company purchased these notes at face value. As
an inducement to the Fund and MDS to make additional advances to UV
Systems Technology, Inc., Ken Fielding, President of the Company
personally guaranteed the Company's obligations under the assignment
agreement (the $55,000 paid by MDS and THE FUND on behalf of the
Company) and agreed to indemnify the Fund and MDS against all losses,
costs, expenses and liabilities which they may suffer or put to as a result of
the Company not meeting its obligations. Subsequently, the Company
paid those amounts back to MDS and the Fund, rendering the personal
guarantee void.
<PAGE>9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
Trends and Uncertainties. The Company intends to operate on revenues
from the sale of its products and does not intend to seek debt financing.
The Company has tried to limit its general and administrative expenses.
The Company has little or no control as to the demand for its product and,
as a result, inflation and changing prices could have a material effect on
the future profitability of the Company.
Capital Resources and Source of Liquidity. The Company currently has
no material commitments for capital expenditures. The Company
subleases its offices from an affiliate on a month to month basis for
US$949. An increase in lease payments could have a negative effect on
the cash flow and liquidity of the Company.
For the period from inception to July 20, 1996, the Company purchased
plant and equipment valued at $43,600 resulting in net cash used in
investing activities for the period from inception to July 20, 1996
of $43,600.
For the period from inception to July 20, 1996, the Company received
proceeds from the sale of its securities of $280,692 and had an increase in
stockholder loans of $81,728 resulting in net cash provided by financing
activities for the period from inceptions to July 20, 1996 of $362,420.
Results of Operations: For the period from inception to July 20, 1996,
the Company incurred general and administrative expenses of $213,652.
These expenses were mainly due to the Company's attempts to commence
operations. These expenses consisted of advertising and promotion
expenses of $79,566, compensation of $80,000, travel expenses of
$18,000, office rental of $8,700, telephone of $7,669, accounting and
legal of $6,675, postage of $5,610 and other miscellaneous expenses of
$7,432. The Company issued common shares for services valued at
$85,000 and had a foreign exchange translation adjustment of $598.
This resulted in net cash used in operating activities of $129,250.
Plan of Operation. Other than the loans from stockholders currently due,
the Company is not delinquent on any of its obligations even though the
Company has not yet begun to generate revenue. The Company intends
to market its products utilizing the current cash made available from the
private sale of its securities. The Company is of the opinion that revenues
from the sales of its products along with proceeds of the sale of its
securities will be sufficient to pay its expenses. Based upon the exclusive
license to sell its products and in house marketing studies, the Company
believes that it will begin to generate a positive cash flow before the end
of its fiscal year 1997.
<PAGE>10
ITEM 3. DESCRIPTION OF PROPERTY. The Company currently
occupies an office facility of 1,000 square feet. The Company has been
paying lease payments of US$949 to an affiliate of the Company. It has a
month to month lease term.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following tabulates holdings of shares of the Company by each person
who, subject to the above, at the date of this prospectus, holds of record
or is known by Management to own beneficially more than 5.0% of the
Common Shares and, in addition, by all directors and officers of the
Company individually and as a group. Each named beneficial owner has
sole voting and investment power with respect to the shares set forth
opposite his name.
Shareholdings at Date of
This Prospectus
<TABLE>
<CAPTION> Percentage of
Number & Class(1) Outstanding
Name and Address of Shares Common Shares
<S> <C> <C>
Ken Fielding
#412 Trsatsu Shores Dr.
Tsawwassen, BC V4M 4G3 32,000 .95%
Terry W. Neild
7525 East Gainey Ranch Road
Suite 129
Scottsdale, AZ 95258 0 0%
Charles P. Neild(2)
14266 32nd Avenue
South Surrey, BC V4P 2J5 422,000 12.53%
Mark Erin Neild(2)
9021 204th Street
Surrey, BC V1N 2J3 200,000 5.94%
Kerri-jo Neild(2)
1807 Lilac Drive
White Rock, BC 200,000 5.94%
Rudolf Waber
Tulpenweg 6, 6032 Emmen
Luzerne, Switzerland 200,000 5.94%
Burt Sturchler
Altstadstrasse 12
7045 Megan, Switzerland 200,000 5.94%
<PAGE>11
Terry S. Henning
RR-1, Suite 1, Comp. 29
Summerland, BC V0H 1Z0 200,000 5.94%
Gary A. Field
#407, 5556 14th Avenue
S. Delta, BC V4Z 1M6 200,000 5.94%
All Directors & Officers
as a group (3) 454,000 13.48%
</TABLE>
(1)Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934,
as amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or sole
or shared investment power (including the power to dispose or direct the
disposition) with respect to a security whether through a contract,
arrangement, understanding, relationship or otherwise. Unless otherwise
indicated, each person indicated above has sole power to vote, or
dispose or direct the disposition of all shares beneficially owned, subject to
applicable community property laws.
(2)Mark Erin Neild and Kerri-jo Neild are children of Charles P. Neild.
Mr. Neild is deemed to be beneficial owner of their Common Shares.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS.
Board of Directors. The following persons listed below have been retained
to provide services as director until the qualification and election of
his successor. All holders of Common Stock will have the right to vote
for Directors of the Company. The Board of Directors has primary
responsibility for adopting and reviewing implementation of the business
plan of the Company, supervising the development business plan,
review of the officers' performance of specific business functions.
The Board is responsible for monitoring management, and from time to
time, to revise the strategic and operational plans of the Company.
Directors receive no compensation or fees for their services rendered in
such capacity.
The Executive Officers and Directors are:
<TABLE>
<CAPTION>
Name Position Term(s) of Office
<S> <C> <C>
Ken Fielding, age 45 President
Director June 26, 1995 to present
Charles P. Neild,
age 52 Vice President/Director June 26, 1995 to
present
Terry W. Neild, age 55 Director September 15, 1996 to present
</TABLE>
<PAGE>12
Resumes:
Ken Fielding. Mr. Fielding has been president of Alliance Installations
Electrical Contractors, Ltd. since he found the Company in 1976. In the
19 years since Alliance Installations' inception, Mr. Field has directed
the company through a wide variety of industrial electrical projects which
include outfitting schools, hospitals, institutions, warehouses,
restaurants and commercial installations.
Charles P. Neild. Mr. Neild apprenticed in the piping trades and thereafter
held several supervising and managing positions before opening Neild
Mechanical Contractors, Ltd. in 1975 to 1984 to take advantage of the
building boom created by the flourishing oil industry.
From 1987 to June, 1995, Mr. Neild became director of Camfree
Resources, MacNeill Products Corp. Seimont Resources, Ltd., a group
of companies in Vancouver, Canada, whose diverse interests include, a
soft drink and mineral water company, research and development of
commercial products, a fast food franchise operation and industrial
manufacturing. Mr. Neild was directly involved in research and
development, management and financial investor relations.
Terry W. Neild. From 1981 to 1989, Mr. Neild was Chairman of the
Board and Chief Executive Officer of Clearly Canadian Beverage
Corporation (previously known as Jolt Beverage Corp.) From 1989 to
1991, Mr. Neild was president, director and chief executive officer for
the same company. From 1991 to 1993, Mr. Neild consulted in a
financial capacity to a number of public companies. From 1993 to 1995,
Mr. Neild was president and chief operating officer of Modern Industries,
Inc., a company which manufactured and distributed microwave
electron tubes. From 1995 to present, Mr. Neild has been executive vice
president for Intercell Corporation, a company engaged in the
commercialization of specialty electronic applications including electron
tubes, proprietary shielding antenna systems and patented particle coated
substrate for integrated circuits. Mr. Neild is a Professional Accountant
and received his degree in accounting from the University of British
Columbia in 1973.
Conflicts of Interest. The Corporation will be subject to various conflicts
of interest between the Corporation and its Affiliates. Since the executive
officers and directors will control the daily operations of the Corporation
and its Affiliates, there may be occasions when the interests of the
Corporation's Affiliates may be inconsistent with the interests of the
Corporation. The risk exists that such conflicts will not be resolved in the
best interest of the Corporation.
<PAGE>13
Allocation of Management Time. The Corporation will rely on its
officers to manage the Corporation's business operations. Currently the
officers are devoting all of their time for the operation of the
Corporation. The Corporation may obtain additional officers, as
necessary. As such, and until all of their positions become "full time,"
there will be conflicts of interest in allocating management time, services
and functions between the Corporation and its Affiliates. These
individuals may engage for their own account, or for the account of others
in other business ventures for which the Corporation shall not be entitled
to any interest.
The Corporation may, at some time in the future, compete for the
management services of the current and future officers of the Corporation.
As a result, these individuals may be placed in a position where their
decision to favor other operations in which they are associated over those
of the Corporation will result in a conflict of interest. It should also be
noted that it may be expedient for them to favor one operation over
another since their participation in such operations will vary. In
allocating their time, they will recognize their fiduciary obligations to the
Corporation, the prevailing industry standards and the financial situation
of the Corporation.
Conflicts of Interest Policy. The Corporation has adopted a policy that
any transactions with directors, officers or entities of which they are also
officers or directors or in which they have a financial interest, will only be
on terms consistent with industry standards and approved by a majority of
the disinterested directors of the Corporation's Board of Directors. No
such transactions by the Corporation shall be either void or voidable
solely because of such relationship or interest of directors or officers or
solely because such directors are present at the meeting of the Board of
Directors of the Corporation or a committee thereof which approves such
transactions, or solely because their votes are counted for such purpose if:
(i) the fact of such common directorship or financial interest is disclosed
or known by the Board of Directors or committee and noted in the
minutes, and the Board or committee authorizes, approves or ratifies the
contract or transaction in good faith by a vote for that purpose without
counting the vote or votes of such interested directors; or (ii) the fact
of such common directorship or financial interest is disclosed to or known
by the shareholders entitled to vote and they approve or ratify the contract or
transaction in good faith by a majority vote or written consent of
shareholders holding a majority of the Common Shares entitled to vote
(the votes of the common or interested directors or officers shall be
counted in any such vote of shareholders), or (iii) the contract or
transaction is fair and reasonable to the Corporation based on the material
similarity of terms to recent consulting agreements not involving interested
parties, or in all other agreements by competitive bids, at the time it is
authorized or approved. In addition, interested directors may be counted
in determining the presence of a quorum at a meeting of the Board of
Directors of the Corporation or a committee thereof which approves
such transactions.
<PAGE>>14
Non-Qualified and Incentive Stock Option Plans. The Corporation does
not currently have any stock option plans, however, the Corporation does
intend to pursue the adoption of a non-qualified stock option plan in the
fourth quarter of 1996.
ITEM 6. EXECUTIVE COMPENSATION
Since the change of control in June, 1995, the Company has not paid
any remuneration to its officers or directors. As operations increase,
the Company intends to enter into employment agreements with its
officers. No specific details have been determined.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS LOANS FROM STOCKHOLDERS. Stockholder
loans at July 20, 1996 consist of the balance due to an individual and a
related company for cash advances to the Company aggregating $94,098
net of repayments of $12,370. The loans are due currently and bear no
interest.
Proposed Acquisitions. The Company is in early negotiations with
the shareholders of UV Systems Technology, Inc. to purchase controlling
interest of UV Systems Technology, Inc. The Company has agreed to
advance funds to UV Systems Technology, Inc. for its cash operating
needs. The Company entered into an assignment agreement with UV
Systems Technology, Inc. , Working Opportunity Fund (EVCC) Ltd.
("Fund"), and MDS Discovery Venture Management, Inc. ("MDS").
The Fund and MDS advanced a total of $55,000 to UV Systems
Technology, Inc. to meet its current cash operating needs. UV
Systems Technology, Inc. issued separate promissory notes to each of the
Fund and MDS and the Company purchased these notes at face value. As
an inducement to the Fund and MDS to make additional advances to UV
Systems Technology, Inc., Ken Fielding, President of the Company
personally guaranteed the Company's obligations under the assignment
agreement (the $55,000 paid by MDS and THE FUND on behalf of the
Company) and agreed to indemnify the Fund and MDS against all losses,
costs, expenses and liabilities which they may suffer or put to as a result of
the Company not meeting its obligations. Subsequently, the Company
paid those amounts back to MDS and the Fund, rendering the personal
guarantee void.
<PAGE>15
ITEM 8. DESCRIPTION OF SECURITIES
Common Stock. The aggregate number of shares of common stock
which the Company has the authority to issue is Fifty million (50,000,000)
shares at par value of one-tenth of one cent ($.001) per share.
Holders of Common Shares of the Company are entitled to cast one vote for
each share held at all shareholders meetings for all purposes, including
the election of directors, and to share equally on a per share basis in
such dividends as may be declared by the Board of Directors out of funds
legally available therefor. Upon liquidation or dissolution, each
outstanding Common Share will be entitled to share equally in the assets of
the Company legally available for distribution to shareholders after the
payment of all debts and other liabilities. Common Shares are not
redeemable, have no conversion rights and carry no preemptive or other
rights to subscribe to or purchase additional Common Shares in the event
of a subsequent offering. All outstanding Common Shares are, and
the shares offered hereby will be when issued, fully paid and non-
assessable.
Cumulative Voting. The Common Shares do not have cumulative
voting rights.
Dividends. There are no limitations or restrictions upon the rights of
the Board of Directors to declare dividends out of any funds legally
available therefor. The Company has not paid cash dividends to date
and it is not anticipated that any cash dividends will be paid in the
foreseeable future. The Board of Directors initially may follow a policy of
retaining earnings, if any, to finance the future growth of the Company.
Accordingly, future cash dividends, if any, will depend upon, among other
considerations, the Company's need for working capital and its financial
conditions at the time.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE
REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is traded in the over-the-counter market and
listed on the NASDAQ Bulletin Board under the symbol "SVSY".
The following table sets forth the range of high and low bid quotations for
the Company's common stock for each quarter of the last two fiscal years,
as reported by the OTC Bulletin Board. The Company's market makers
are NAIB, Herzog Heine-Geduld, Paragon Capital, Frankel, Troster
Singer, Sharp Capital, Inc. and Wein Securities. The quotations
represent inter-dealer prices without retail markup, markdown or
commission, and may not necessarily represent actual transactions.
<PAGE>16
<TABLE>
<CAPTION>
Quarter Ended High Bid Low Bid
<S> <C> <C>
September 30, 1994 - -
December 31, 1994 - -
March 31, 1995 - -
June 30, 1995 - -
September 30, 1995 - -
December 31, 1995 1 5/8 1 3/8
March 31, 1996 2 1/8 1 3/4
June 30, 1996 1 3/4 1 3/4
</TABLE>
The Company's common stock commenced trading on the over-the-counter
market in September 1995. Prior to that time, there was no market for the
securities of the Company.
The Company has never paid any cash dividends nor does it intend, at
this time, to make any cash distributions to the its shareholders as
dividends in the near future.
As of September 30, 1996, the number of holders of Company's common
stock is 59.
ITEM 2. LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings nor is the Company
aware of any disputes which may result in legal proceedings.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS.
During the Company's two most recent fiscal years or any later interim
period, there have been no changes in or disagreements with the
Company's principal independent accountant or a significant subsidiary's
independent accountant.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
In connection with the change in control in September 1995, the Company
issued 1,600,000 Common Shares to Ken Fielding and Charles Nield as
compensation for their services in providing a new business opportunity to
the Company (valued at $80,000).
During October 1995, the Company sold 20,000 shares of its restricted
common stock to Barbara Drew for cash at $.50 per share and issued an
additional 10,000 shares to Nat Nunthapiwat for services provided to the
Company. The shares issued for services were valued at $.50 per
share.
<PAGE>17
During April 1996, the Company sold 38,000 shares of its restricted
common stock to Thomas O'Flynn for cash at $1.33 per Common
Share.
During June 1996, the Company sold 40,000 shares of its restricted
common stock to the Tupy Family Trust for cash at $1.25 per Common
Share.
During July 1996, the Company sold 220,000 Common Shares to John
Gaetz (20,000 Common Shares) and Arcade Investments, an unrelated
corporation (200,000 Common Shares) for cash at $.75 per Common
Share.
These sales were made in reliance on Section 4(2). No general sales
material was used. All sales were made by the Company's
management and selected broker/dealers. No commissions or other
remuneration were paid to management.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Bylaws provide that it will indemnify its officers and
directors for liabilities arising from actions performed on behalf of the
Company to the extent allowed by Section 78.751 (as amended by Ch. 28,
L. 1987) of the Nevada Revised Statutes, as amended. Section 78.751 of
the Nevada Revised Statutes contains provisions entitling directors, officers
and employees of the Company to indemnification for their expenses
(including reasonable costs, disbursements and counsel fees) and
liabilities (including amounts paid or received in satisfaction of
settlements, judgments, fines and penalties), as the result of an action or
proceeding in which they may be involved by reason of being or having been a
director, officer or employee of a corporation provided said officers,
directors or employees acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation.
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING
THE CORPORATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933, IS HELD TO BE AGAINST PUBLIC
POLICY BY THE SECURITIES AND EXCHANGE COMMISSION
AND IS THEREFORE UNENFORCEABLE.
PART F/S
The following financial statements required by Item 310 of Regulation S-B
are furnished below:
Independent Auditor's Report
Balance Sheet as of July 20, 1996
Statement of Operations for the Period from Inception to July 20, 1996
Statement of Cash Flows for the Period from Inception to July 20, 1996
Statement of Changes in Stockholder's Equity for the Period
From Inception to July 20, 1996
Notes to Financial Statements
<PAGE>18
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
Service Systems International, Ltd.
We have audited the accompanying balance sheet of Service Systems
International, Ltd. (a development state Company) as of July 20, 1996, and
the related statements of operations, stockholders' equity, and cash flows
for the period then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used an
significant estimates by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Service Systems International,
Ltd. (a development stage Company) as of July 20, 1996, and the results of
its operations, and its cash flows for the period then ended, in conformity
with generally accepted accounting principles.
Winter, Scheifley & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
July 29, 1996
<PAGE>19
Service Systems International, Ltd.
(A Development Stage Company)
Balance Sheet
July 20, 1996
<TABLE>
<CAPTION>
ASSETS
1996
<S> <C>
Current assets:
Cash $189,570
----------
Total Current Assets 189,570
Property and equipment, at cost 43,600
----------
$233,170
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Loans from stockholders $ 81,728
----------
Total current liabilities 81,728
Commitments and contingencies (Note 5)
Stockholders' equity:
Common Stock, $.001 par value,
50,000,000 shares authorized,
3,368,000 issued and outstanding 3,368
Additional paid-in capital 362,324
Foreign exchange translation adjustment (598)
(Deficit) accumulated during
development stage (213,652)
----------
151,422
----------
$233,170
==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>20
Service Systems International, Ltd.
(A Development Stage Company)
Statement of Operations
For the Period Indicated
<TABLE>
Period
From Inception to
July 20, 1996
<S> <C>
General and administrative expenses $ 213,652
-----------
Net income (loss) $(213,652)
===========
Earnings (loss) per share:
Net income (loss) $ (0.07)
===========
Weighted average shares outstanding 3,062,500
===========
</TABLE>
See accompanying notes to financial statements
<PAGE>21
Service Systems International, Ltd.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the Periods Indicated
<TABLE>
Deficit Foreign
Additional Accumulated Exchange
Common Stock Paid-In During Translation
ACTIVITY Shares Amount Capital Development Adjustment
<S> <C> <C> <C> <C> <C>
Balance
at Inception 1,400,000 $1,400 $(1,400) $ - $ -
Issuance of stock
for services
August 1995
at $.05 1,600,000 1,600 78,400
November 1995
at $.50 10,000 10 4,990
Issuance of stock
in private sales:
October 1995
at $.50 20,000 20 9,980
April 1994
at $1.33 38,000 38 50,654
June 1996
at $1.25 44,000 44 54,956
July 1996
at $.75 220,000 220 164,780
Effect of foreign exchange translation
for the period ended July 20, 1996 (598)
Net (loss) for the period
ended July 20, 1996 - - - (213,652)
------- ------- ------- --------- -------
Balance,
July 20, 1996 3,332,000 $ 3,332 $362,360 $(213,652) $(598)
========= ======= ======== ========== =======
</TABLE>
See accompanying notes to financial statements
<PAGE>22
Service Systems International, Ltd.
(A Development Stage Company)
Statements of Cash Flows
For the Periods Indicated
<TABLE>
Period From
Inception To
July 20, 1996
<S> <C>
Net income (loss) $(213,652)
Adjustments to reconcile net income to net
cash provided by operating activities:
Stock issued for services 85,000
Foreign exchange translation adjustment (598)
----------
Total adjustments 84,402
----------
Net cash provided by (used in)
operating activities (129,250)
Cash flows from investing activities:
Acquisition of plant and equipment (43,600)
----------
Net cash provided by (used in)
financing activities (43,600)
Cash flows from financing activities:
Common stock sold for cash 280,692
Increase in stockholder loans 81,728
----------
Net cash provided by (used in)
financing activities 362,420
----------
189,570
Increase (decrease) in cash
Cash and cash equivalents,
beginning of period -
----------
Cash and cash equivalents,
end of period $189,570
==========
Supplemental cash flow information:
Cash paid for interest $ -
Cash paid for income taxes $ -
</TABLE>
See accompanying notes to financial statements
<PAGE>23
Service Systems International, Ltd.
(A Development Stage Company)
Notes to Financial Statements
Note 1. Business and Significant Accounting Policies
Business
The Company was incorporated in the State of Nevada in August
1990 and remained inactive until the initiation of a marketing distribution
agreement in September, 1995 with UV Systems Technology, Inc., a
manufacturer of equipment using ultra violate light technology in water
purification systems. The Company is currently in its development stage
which began concurrently with the above described agreement. The
initiation of Company's current business was accompanied by a change of
ownership and deficits accumulated prior thereto have been reclassified as a
reduction of paid-in-capital. Sales are expected to begin in within the next
fiscal year.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, in banks and all
highly liquid investments with a maturity of three months or less when
purchased. Cash equivalents are stated at cost which approximates market.
Property and Equipment
Property and equipment, which consists of a demonstration unit of
the product to be marketed by the Company, is recorded at cost.
Depreciation, when begun, will be computed using the straight line method
using an estimated useful life of five years.
Revenue Recognition
Sales will be recognized at the time goods are shipped.
Advertising Expenses
Advertising expenses are charged to expense upon first showing.
The Company incurred $79,566 of advertising and promotion expenses
during the period presented related to establishing its corporate identity.
Income Taxes
The Company has adopted the provisions of Financial Accounting
Standards Board Statement No. 109 (Statement No. 109), Accounting for
Income Taxes. Statement No. 109 requires that deferred taxes reflect the
tax consequences on future years of differences between the tax bases of
assets and liabilities and their financial reporting amounts. At the date of
adoption of Statement No. 109, there was no material effect on the
Company's financial statements. As of July 20, 1996, the Company has
accumulated net operating losses available to offset future taxable income of
approximately $213,000, expiring in 2010.
<PAGE>24
Deferred tax assets, approximately $72,000, which may arise from
the utilization of the operating losses have been fully reserved as such
utilization is not assured. The deferred tax asset and related reserve
applicable to the 1996 operating loss was approximately $72,000.
Note 2. Development Stage Company
The Company is a development stage company. In a development stage
company, management devotes most of its activities to establishing a new
business. Planned principle activities have not yet produced significant
revenue. The ability of the Company to emerge from the development
stage with respect to its planned principal business activity is dependent
upon its successful efforts to raise additional equity financing and develop
the market for its products.
Note 3. Loans From Stockholders
Stockholder loans at July 20, 1996 consist of the balance due to an
individual and a related company for cash advances to the Company
aggregating $94,098 net of repayments of $12,370. The loans are due
currently and bear no interest.
Note 4. Stockholders' Equity
During the periods covered by these financial statements the Company
issued shares of common stock without registration under the Securities Act
of 1933. Although the Company believes that the sales did not involve a
public offering of its securities and that the Company did comply with the
"safe harbor" exemptions from registration under section 4(2), it could be
liable for recision of the sales if such exemptions were found not to apply.
In connection with the change of ownership discussed in Note 1., the
Company issued 1,600,000 shares of its restricted common stock to the
current officers of the Company as compensation for their services in
providing a new business opportunity to the Company. The value of the
services provided ($80,000) was charged to operations during the period
presented.
During October 1995, the Company sold 20,000 shares of its restricted
common stock to one individual for cash at $.50 per share and issued an
additional 10,000 shares to another individual for services provided to the
Company. The shares issued for services were valued at $.50 per share.
During April 1996, the Company sold 38,000 shares of its restricted
common stock to one individual for cash at $.133 per share.
During June 1996, the Company sold 44,000 shares of its restricted
common stock to two individuals for cash at $1.25 per share.
During July 1996 the Company sold 220,000 shares of its restricted
common stock to one individual and an unrelated corporation for cash at
$.75 per share.
<PAGE>25
Note 5. Subsequent Event
Subsequent to July 20, 1996 the Company made advances to UV Systems
Technology, Inc., (UV) in the amount of $42,000 pursuant to a funding
agreement between the companies. The agreement, entered into on July
16, 1996, provides for the funding of 50% of UV's cash operating needs
for a six month period during which time the companies plan to complete a
proposed merger. The advances will be evidenced by promissory notes
issued to the Company by UV.
<PAGE>26
PART III
ITEM 1. INDEX TO EXHIBITS
(2) Charter and By-Laws
(3) Instruments defining the rights of security holders
(5) Voting Trust Agreement - Not Applicable
(6) Material Contracts
(7) Material Foreign Patents - Not Applicable
(12) Additional Exhibits - Not Applicable
ITEM 2. DESCRIPTION OF EXHIBITS
(2) Articles of Incorporation
(2.1) Bylaws
(3) Common Stock Certificate
(6) Assignment Agreement
<PAGE>27
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized.
SERVICE SYSTEMS INTERNATIONAL, LTD.
/s/ Kenneth Fielding
Date: November 15 --------------------------
Kenneth Fielding
ARTICLES OF INCORPORATION
OF
SERVICE SYSTEMS INTERNATIONAL, LTD.
The undersigned, acting as incorporator, pursuant to the provisions of the
laws of the state of Nevada relating to private corporations, hereby adopts
the following Articles of Incorporation:
ARTICLE ONE. (NAME). The name of the corporation is:
SERVICE SYSTEMS INTERNATIONAL LTD.
ARTICLE TWO. (LOCATION). The address of the corporation's
principal office in the state of Nevada is Suite 24, 5025 South Eastern
Avenue, in the city of Las Vegas, County of Clark, State of Nevada 89119.
The initial agent for service of process at that address is
PACIFIC NATIONAL VENTURE, INC.
ARTICLE THREE. (PURPOSES). The purposes for which the
corporation is organized are to engage in any activity or business not in
conflict with the laws of the state of Nevada or of the United States of
America.
ARTICLE FOUR. (CAPITAL STOCK). The corporation shall have
authority to issue an aggregate of FIFTY MILLION (50,000,000) shares,
par value ONE MIL ($0.001) per share, for a total capitalization of
$50,000.
The holders of shares of capital stock of the corporation shall not be entitled
to preemptive or preferential rights to subscribe to any unissued stock of
any other securities which the corporation may now or hereafter be
authorized to issue.
The corporation's capital stock may be issued and sold from time to time for
such consideration as may be fixed by the board of directors, provided that
the consideration so fixed is not less than par value.
The stockholders shall not possess cumulative voting rights at all
shareholders meetings called for the purpose of electing a Board of
directors.
ARTICLE FIVE. (DIRECTORS). The affairs of the corporation shall be
governed by a Board of directors of not less than three (3) persons. The
name and address of the first Board of Directors are:
<TABLE>
NAME ADDRESS
<S> <C>
Elliott R. Pearson 5025 S. Eastern Ave., Suite 24
Las Vegas, Nevada 89119
Hugo Winkler 655 Finchley Road
London, NW2 2HN
United Kingdom
Suzy Frost 5025 S. Eastern Ave., Suite 24
Las Vegas, Nevada 89119
</TABLE>
ARTICLE SIX. (ASSESSMENT OF STOCK). The capital stock of the
corporation, after the amount of the subscription price or par value has been
paid in, shall not subject to pay debts of the corporation, and no paid up
stock and no stock issued as fully paid up shall even be assessable or
assessed.
ARTICLE SEVEN. (INCORPORATOR). The name and address of the
incorporator of the corporation is as follows:
<TABLE>
NAME ADDRESS
<S> <C>
Elliott R. Pearson 5025 S. Eastern Ave., Suite 24
Las Vegas, Nevada 89119
</TABLE>
ARTICLE EIGHT. (PERIOD OF EXISTENCE). The period of existence
of the corporation shall be perpetual.
ARTICLE NINE. (BY-LAWS) The initial bylaws of the corporation shall
be adopted by its Board of directors. The power to alter, amend, or repeal
the bylaws, or to adopt new bylaws, shall be vested in the board of
directors, except as otherwise may be specifically provided in the bylaws.
ARTICLE TEN. (STOCKHOLDERS MEETINGS). Meetings of the
stockholders shall be held at such place within or without the state of
Nevada as may be provided by the bylaws of the corporation. Special
meetings of the stockholders may be called by the President or any other
executive officer of the corporation, the board of directors, or any member
thereof, or by the record holder or holders of at least ten percent (10%) of
all shares entitled to vote at the meeting. Any action otherwise required to
be taken at a meeting of the stockholders, except election of directors, may
be taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by stockholders having at least a majority of the
voting power.
ARTICLE ELEVEN. (CONTRACTS OF CORPORATION). No contract
or other transaction between the corporation and any other corporation,
whether or not a majority of the shares of the capital stock of such other
corporation is owned by this corporation, an no act of this corporation shall
in any way be affected or invalidated by the fact that any of the directors of
this corporation are pecuniary or otherwise interested in, or are directors or
officers of such other corporation. Any Director of this corporation,
individually, or any firm of which such director may be a member, may be a
part to, or may be pecuniary or otherwise interested in any contract or
transaction of the corporation; provided, however, that the fact that he or
such firm is not interested shall be disclosed or shall have been known to
the board of directors of this corporation, or a majority thereof; and any
director of this corporation who is also a director or officer of such other
corporation, or who is so interested, may be counted in determining the
existence of a quorum at any meeting of the board of directors of this
corporation that shall authorize such contract or transaction, any vote thereat
to authorize such contract or transaction, with like force and effect as if he
were not such director or officer of such other corporation or not so
interested.
IN WITNESS WHEREOF, the undersigned incorporator has hereunto
fixed his signature at Las Vegas, Nevada this 21st day of June, 1990.
/s/ Elliott R. Pearson
------------------------
Elliott R. Pearson
STATE OF NEVADA )
ss:
CLARK COUNTY )
On this 15th day of August, 1990 before me, the undersigned, a Notary
Public, personally appeared ELLIOTT R. PEARSON, known to me to be
the person described in and who executed the foregoing instrument, and
who acknowledge to me that he executed the same freely and voluntarily
and for the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed of
official seal the day and year in this certificate first above written.
___________________________
NOTARY PUBLIC
RESIDING IN CLARK COUNTY
MY COMMISSION EXPIRES:
_____5/6/92____________
BYLAWS
OF
SERVICE SYSTEMS INTERNATIONAL LTD.
ARTICLE 1
OFFICES
SECTION 1.1 PRINCIPAL OFFICE.
The principal office of the corporation in the state of Nevada shall be located
in the City of Las Vegas. The corporation may have such other offices,
either within or outside of the state of Nevada as the board of directors may
designate, or as the business of the corporation may require from time to
time.
SECTION 1.2 REGISTERED OFFICE.
The registered office of the corporation, required by the Nevada
Corporation Code to be maintained in the state of Nevada, may be, but need
not be, identical with the principal office in the state of Nevada, and the
address of the registered office may be changed from time to time by the
board of directors.
ARTICLE 2
SHAREHOLDERS
SECTION 2.1 ANNUAL MEETING
The annual meeting of the shareholders shall be held on the first Tuesday in
September of each year, commencing with the year 1991, at the hour of
10:00 a.m., or at such other time on such other day as shall be fixed by the
board of directors for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the
day fixed for the annual meeting shall be legal holiday in the state of
Nevada, such meeting shall be held on the next succeeding business day. If
the election of directors shall not be held on the day designated herein for
any annual meeting of the shareholders, or at any adjournment thereof, the
board of directors shall cause the election to be held at a special meeting of
the shareholders as soon thereafter as may be convenient.
SECTION 2.2 SPECIAL MEETINGS.
Special meetings of the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute may be called by the president or by the
Board if Directors, and shall be called by the president at the request of the
holders of not less than one-tenth of all outstanding share of the corporation
entitled to vote at the meeting.
SECTION 2.3 PLACE OF MEETINGS.
The board of directors may designate any place, either within or outside the
state of Nevada, as the place of meeting for any annual meeting or for any
special meeting called by the board of directors. If no designation is made,
or if a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation in the state of Nevada.
SECTION 2.4 NOTICE OF MEETING.
Written notice stating the place, day and hour of the meeting of shareholders
and, in case of a special meeting, the purpose or purposed for which the
meeting is called, shall unless otherwise prescribed by statute, be delivered
not less than ten nor more than fifty days before the date of the meeting,
either personally or by mail, by or at the direction of the president, or the
secretary, or the officer or other persons calling the meeting, to each
shareholder or record entitled to vote at such meeting; provided, however,
that if the authorized share of the corporation are to be increased, at least
thirty days' notice shall be given, and if sale of all or substantially all
assets are to be voted upon, at least twenty days' notice shall be given. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the shareholder at his or her address as it appears
on the stock transfer books of the corporation, with postage thereon repaid.
SECTION 2.5 MEETING OF ALL SHAREHOLDERS.
Except as provided by law, if a majority of the shareholders meet at any
time and place, either within or outside of the state of Nevada, and consent
to the holding of a meeting at such time and place, such meeting shall be
valid without call or notice, and at such meeting any corporate action may be
taken.
SECTION 2.6 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other purpose, the board of directors
of the corporation may provide that the share transfer books shall be closed
for a stated period but not to exceed, in any case, fifty days. If the share
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten days immediately preceding such meeting. In lieu
of closing the share transfer books, the board of directors may fix in
advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than fifty days and, in
case of meeting of shareholders, not less than ten days prior to the date on
which the particular action, requiring such determination of shareholders, is
to be taken. If the share transfer books are not closed and no record date is
fixed for the determination of shareholders entitled to notice or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the board of directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination
of shareholders. When a determination of shareholders entitled to vote at
any meeting of shareholders has been made as provided in this Section,
such determination shall apply to any adjournment thereof.
SECTION 2.7 VOTING RECORD.
The officer or agent having charge of the stock transfer books for shares of
the corporation shall made, at least ten days before such meeting of
shareholders, a complete record of the shareholders entitled to vote at each
meeting of shareholders or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of share held by
each. The record, for a period of ten days prior to such meeting, shall be
kept on file at the principal office of the corporation, whether within or
outside of the state of Nevada, and shall be subject to inspection by any
shareholder for any purpose germane to the meeting at any time during
usual business hours. Such record shall be produced and kept open at the
time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes thereof.
The original stock transfer books shall be the prima facie evidence as to who
are the shareholders entitled to examine the record or transfer books or to
vote at any meeting of shareholders.
SECTION 2.8 QUORUM.
A majority of the outstanding share of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at any meeting
of shareholders, except as otherwise provided by the Nevada Corporation
Code and the Articles of Incorporation. In the absence of a quorum at any
such meeting, a majority of the shares so represented may adjourn the
meeting from time to time for a period not to exceed sixty days without
further notice. At such 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 noticed. The shareholders
present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal during such meeting of that
number of shareholders whose absence would cause there to be less than a
quorum.
SECTION 2.9 MANNER OF ACTING.
If a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders, unless the vote of a greater proportion or
number or voting by classes is otherwise required by statute or by the
Articles of Incorporation or these bylaws.
SECTION 2.10 PROXIES.
At all meetings of shareholders a shareholder may vote in person or by
proxy executed in writing by the shareholder or by a duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid
after eleven months from the date of its execution, unless otherwise
provided in the proxy.
SECTION 2.11 VOTING OF SHARES.
Unless otherwise provided by these bylaws or the Articles of Incorporation,
each outstanding share entitled to vote shall be entitled to one vote upon
each matter submitted to vote at a meeting of shareholders, and each
fractional share shall be entitled to a corresponding fractional vote on each
such matter.
SECTION 2.12 VOTING OF SHARES BY CERTAIN SHAREHOLDERS
Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the bylaws of such corporation may prescribe, or
in the absence of such provision, as the board of directors or such other
corporation may determine.
Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by an administrator, executor, court
appointed guardian or conservator, either in person or by proxy without a
transfer of such share into the name of such administrator, executor, court
appoint guardian or conservator. Shares standing in the name of a trustee
may be voted by him, either in person or proxy, but no trustee shall be
entitled to vote shares held by him or her without a transfer of such shares
into his or name.
Shares standing in the name of a receiver may be voted by such receiver and
shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into the trustee name if authority so to
do be contained in an appropriate order of the court by which such receiver
was appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither share of its own stock belonging to this corporation, nor share of its
own stock held by it in a fiduciary capacity, nor shares of its own stock held
by another corporation if the majority of share entitled to vote for the
election of directors or such corporation is held by this corporation may be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding share at any given time.
Redeemable shares which have been called for redemption shall not be
entitled to vote on any matter and shall not be deemed outstanding shares on
and after the date on which written notice of redemption has been mailed to
shareholders and a sum sufficient to redeem such shares has been deposited
with a bank or trust company with irrevocable instruction and authority to
pay the redemption price to the holders of the shares upon surrender of
certificates therefor.
SECTION 2.13 INFORMAL ACTION BY SHAREHOLDERS.
Except as provided by law, any action required or permitted to be taken at a
meeting of the shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by a majority of the
shareholders entitled to vote with respect to the subject matter thereof.
SECTION 2.14 VOTING BY BALLOT.
Voting on any question or in any election may be by voice vote unless the
presiding officer shall order or any shareholder shall demand that voting be
by ballot.
SECTION 2.15 CUMULATIVE VOTING.
Cumulative voting shall not be permitted in the election of officers or
directors, or in any other matter.
ARTICLE 3
BOARD OF DIRECTORS
SECTION 3.1 GENERAL POWERS.
The business and affairs of the corporation shall be managed by its Board of
directors.
SECTION 3.2 PERFORMANCE OF DUTIES.
A director of the corporation shall perform his or her duties as a director,
including his or her duties as a member of any committee or the board upon
which he or she may serve, in good faith, in a manner he or she reasonably
believes to be in the best interests of the corporation, and which such care as
an ordinarily prudent person in a like position would use under similar
circumstances. In performing his or her duties, a director shall be entitled to
rely on information, opinions, reports, or statements, including financial
statements and other financial data, in each case prepared or presented by
persons and groups listed in paragraphs (a), (b), and (c) of this Section 3.2;
but he or she shall not be considered to be acting in good faith if he or she
has knowledge concerning the matter in question that would cause such
reliance to be unwarranted. A person who so performs he or her duties
shall not have any liability by reason of being or having been a director of
the corporation. Those persons and groups on whose information,
opinions, reports, and statements a director is entitled to rely upon are:
A. One or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matter presented;
B. Counsel, public accountants, or other persons as to matters which the
director reasonably believes to be within such persons' professional or
expert competence; or
C. A committee of the board upon which he or she does not serve, duly
designated in accordance with the provision of the Articles of Incorporation
or the bylaws, as to matters within its designated authority, which
committee the director reasonably believes to merit confidence.
SECTION 3.3 NUMBER, TENURE AND QUALIFICATIONS.
The number of directors or the corporation shall be three. The number of
directors of the corporation shall be fixed from time to time by resolution of
the board of directors, but in no instance shall there by less than one director
or that number otherwise required by law. Each director shall hold office
until the next annual meeting of shareholders or until his or her successor
shall have been elected and qualified. Directors need not be residents of the
state of Nevada nor shareholders of the corporation.
When shares of the corporation shall become owned beneficially or of
record by one shareholder, the corporation shall elect at least one director.
When the shares of the corporation shall become owned beneficially or of
record by two shareholders, the corporation shall elect at least two directors.
When the shares of the corporation shall become owned beneficially or of
record by three or more shareholders, the corporation shall elect at least
three directors.
There shall be a Chairman of the Board, who has been elected from among
the directors. He or she shall preside at all meetings of the stockholders and
of the board of directors. He or she shall have such other powers and
duties as may be prescribed by the board of directors.
SECTION 3.4 REGULAR MEETINGS.
A regular meeting of the board of directors shall be held without other notice
than this bylaw immediately after and at the same place as, the annual
meeting of shareholders. The board of directors may provide, by
resolution, the time and place, either within or without the state of Nevada,
for the holding of additional regular meetings without other notice than such
resolution.
SECTION 3.5 SPECIAL MEETINGS.
Special meetings of the board of directors may be called by or at the request
of the president or any two directors. The person or persons authorized to
call special meetings of the board of directors may fix any place, either
within or without the state of Nevada, as the place for holding any special
meeting of the board of directors called my them.
SECTION 3.6 NOTICE.
Written notice of any special meeting of directors shall be given as follows:
By mail to each director at his or her business address at least three days
prior to the meeting; or
By personal delivery or telegram at least twenty-four hours prior to the
meeting to the business address of each director, or in the event such notice
given on a Saturday, Sunday or holiday, to the residence address of each
director. If mailed, such notice shall be deemed to be delivered when
deposited in the he United States mail, so addressed, with postage thereon
prepaid. If notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. Any
director may waive notice of any meeting. The attendance of a director at
any meeting shall constitute a waiver of notice of such meeting, except
where a director attends a meeting of the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to the transacted at, nor the purpose of,
any regular or special meeting of the board of directors need be specified in
the notice or waiver of notice of such meeting.
SECTION 3.7 QUORUM.
A majority of the number of directors fixed by or pursuant to Section 3.2 of
this Article 3 shall constitute a quorum for the transaction of business at any
meeting of the board of directors, but if less than such majority is present at
a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.
SECTION 3.8 MANOR OF ACTING.
Except as otherwise required by law or by the Articles of Incorporation, the
act of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the board of directors.
SECTION 3.9 INFORMAL ACTION BY DIRECTORS.
Any action required or permitted to be taken by the board of directors or by
a committee thereof at a meeting may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by all of the
directors or all of the committee members entitled to vote with respect to the
subject matter thereof.
SECTION 3.10 PARTICIPATION BY ELECTRONIC MEANS.
Any members of the board of directors or any committee designated by such
board may participate in a meeting of the board of directors or committee by
means of telephone conference or similar communications equipment by
which all persons participating in the meeting can hear each other at the
same time. Such participation shall constitute presence in person at the
meeting.
SECTION 3.11 VACANCIES.
Any vacancy occurring in the board of directors may be filled by the
affirmative vote of a majority of the remaining directors though less than a
quorum of the board of directors. A director elected to fill a vacancy shall
be elected for the unexpired term of his or her predecessor in office. Any
directorship to be filled by reason of an increase in the number of directors
may be filled by election by the board of directors for a term of office
continuing only until the next election of directors by the shareholders.
SECTION 3.12 RESIGNATION.
Any director of the corporation may resign at any time by giving written
notice to the president or the secretary of the corporation. The resignation
of any director shall take effect upon receipt of notice thereof or at such
later time as specified therein, the acceptance of such resignation shall not be
necessary to make it effective. When one or more directors shall resign
from the board, effective at a future date, a majority of the directors then in
office, including those who have so resigned, shall have power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation
or resignations shall be come effective.
SECTION 3.13 REMOVAL.
Any director or directors of the corporation may be removed at any time,
with or without cause, in the manner provided in the Nevada Corporation
Code.
SECTION 3.14 COMMITTEES.
By resolution adopted by a majority of the board of directors, the directors
may designate two or more directors to constitute a committee, any of which
shall have such authority in the management of the corporation as the board
of directors shall designate and as shall be prescribed the Nevada
Corporation Code.
SECTION 3.15 COMPENSATION.
By resolution of the board of directors and irrespective of any personal
interest of any of the members, each director may be paid his or her
expenses, of any, for attendance at each meeting of the board of directors,
and may be paid a stated salary as director or a fixed sum for attendance at
each meeting of the board of directors or both. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
SECTION 3.16 PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of the board of
directors at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his or her dissent shall be entered
in the minutes of the meeting or unless he or she shall file his or her written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered
mail to the secretary of the corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.
ARTICLE 4
OFFICERS
SECTION 4.1 NUMBER.
The officers of the corporation shall be a president and secretary, each of
whom shall be elected by the board of directors. Such other officers and
assistant officers as may be deemed necessary may be elected or appointed
by the board of directors. Any two or more offices may be held by the
same person, except the offices of president and secretary.
SECTION 4.2 ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the board of directors shall
be elected annually the board of directors at the first meeting of the board of
directors held after the annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as
soon thereafter as practicable. Each officer shall hold office until his or
her successor shall have been duly elected and shall have qualified or until his
or death or until he or she shall resign or shall have been removed in the
manner hereinafter provided.
SECTION 4.3 REMOVAL.
Any officer or agent may be removed by the board of directors whenever in
its judgment the best interests of the corporation will be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer or agent shall not
of itself create contract rights.
SECTION 4.4 VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the board of directors for the
unexpired portion of the term.
SECTION 4.5 PRESIDENT
The president shall be the chief executive officer of the corporation and,
subject to the control of the board of directors, shall in general supervise
and control all of the business and affairs of the corporation. He or she
shall, when present , and in the absence of a chairman of the board, preside
at all meetings of the shareholders and of the board of directors. He or she
may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the board of directors, certificates for shares of the
corporation and deeds, mortgages, bonds, contracts, or other instruments
which the board of directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly delegated by the
board of directors or by these bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed;
and in general shall perform all duties incident to the office of president and
such other duties as may be prescribed by the board of directors from
time to time.
SECTION 4.6 VICE PRESIDENT
If elected or appointed by the board of directors, the vice president (or in the
event there be more than one vice president, the vice presidents in the order
designated at the time of their election, or in the absence of any designation,
then in the order of their election) shall, in the absence of the president or
in the event of his or her death, inability or refusal to act, perform all
duties of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. Any vice president may
sign, with the treasurer or an assistant treasurer or the secretary or an
assistant secretary, certificates for shares of the corporation; and shall
perform such other duties as from time to time may be assigned to him or
her by the president or by the board of directors.
SECTION 4.7 SECRETARY.
The secretary shall: (a) keep the minutes of the proceedings of the
shareholders and of the board of directors in one or more books provided
for that purpose; (b) see that all notices are duly given in accordance with
the provisions of these bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents the execution of which on behalf
of the corporation under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder which shall be furnished to the
secretary by such shareholder; (e) sign the chairman or vice chairman of the
board of directors, or the president, or a vice president, certificates for
shares of the corporation, the issuance of which shall have been authorized
by resolution of the board of directors; (f) have general charge of the stock
transfer books of the corporation; and (g) in general perform all duties
incident to the office of secretary and such other duties as from time to time
may be assigned to him or her by the president or by the board of directors.
SECTION 4.8 TREASURER.
The treasurer shall: (a) have charge and custody of and be responsible for
all funds and securities of the corporation; (b) receive and give receipts for
moneys due and payable to the corporation from any source whatsoever,
and deposit all such moneys in the name of the corporation in such banks,
trust companies or other depositories as shall be selected in accordance with
the provisions of Article 5 of these bylaws; and (c) in general perform all
of the duties incident to the office of treasurer and such other duties as from
time to time may be assigned to him or her by the president or by the board
of directors.
SECTION 4.9 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.
The assistant secretaries, when authorized by the board of directors, may
sign with the chairman or vice chairman of the board of directors or the
president or a vice president certificates for shares of the corporation the
issuance of which shall have been authorized by a resolution of the board of
directors. The assistant secretaries and assistant treasurers, in general,
shall perform such duties as shall be assigned to them by the secretary of the
treasurer, respectively, or by the president of the board of directors.
SECTION 4.10 BONDS.
If the board of directors by resolution shall so require, any officer or agent
of the corporation shall give bond to the corporation in such amount and
with such surety as the board of directors may deem sufficient, conditioned
upon the faithful performance of their respective duties and offices.
SECTION 4.11 SALARIES.
The salaries of the officers shall be fixed from time to time by the board of
directors and no officer shall be prevented from receiving such salary by
reason of the fact that he or she is also a director of the corporation.
ARTICLE 5
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 5.1 CONTRACTS.
The board of directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the corporation, and such authority may be
general or confined to specific instances.
SECTION 5.2 LOANS.
No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution
of the board of directors. Such authority may be general or confined to
specific instances.
SECTION 5.3 CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation shall be
signed by such officer or officers, agent or agents of the corporation and in
such manner as shall from time to time be determined by resolution of the
board of directors.
SECTION 5.4 DEPOSITS.
All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies
or other depositories as the board of directors may select.
ARTICLE 6
SHARES, CERTIFICATES FOR SHARES AND TRANSFER
OF SHARES
SECTION 6.1 REGULATION.
The board of directors may make such rules and regulations as it may deem
appropriate concerning the issuance, transfer and registration of certificates
for shares of the corporation, including the appointment of transfer agents
and registrars.
SECTION 6.2 CERTIFICATES FOR SHARES.
Certificates representing shares of the corporation shall be respectively
numbered serially for each class of shares, or series thereof, as they are
issued, shall be impressed the corporate seal or a facsimile thereof, and shall
be signed by the chairman of vice-chairman of the board of directors or by
the president or a vice president and by the treasurer or an assistant treasurer
or by the secretary or an assistant secretary; provided that such signatures
may be facsimile if the certificate is counter-signed by a transfer agent, or
registered by a registrar other than the corporation itself or its employee.
Each certificate shall state the name of the corporation, the fact that the
corporation is organized or incorporated under the laws of the state of
Nevada, the name of the person to whom issued, the date of issue, the class
(or series of any class), the number of shares represented thereby and the
par value of the shares represented thereby or a statement that such shares
are without par value. A statement of the designations, preferences,
qualifications, limitations, restrictions and special or relative rights of the
shares of each class shall be set forth in full or summarized on the face or
back of the certificates which the corporation shall issue, or in lieu thereof,
the certificate may set forth that such a statement or summary will be
furnished to any shareholder upon request without charge. Each certificate
shall be otherwise in such form as may be prescribed by the board of
directors and as shall conform to the rules of any stock exchange on which
the shares may be listed.
The corporation shall not issue certificates representing fractional shares and
shall not be obligated to make any transfers creating a fractional interest in a
share of stock. The corporation may, but shall not be obligated to, issue
scrip in lieu of any fractional shares, such scrip to have terms and
conditions specified by the board of directors.
SECTION 6.3 CANCELLATION OF CERTIFICATES.
All certificates surrendered to the corporation for transfer shall be canceled
and no new certificates shall be issued in lieu thereof until the former
certificate for a like number of shares shall have been surrendered and
canceled, except as herein provided with respect to lost, stolen or destroyed
certificates.
SECTION 6.4 LOST, STOLEN OR DESTROYED CERTIFICATES.
Any shareholder claiming that his or her certificate for shares is lost, stolen
or destroyed may make an affidavit or affirmation of that fact and lodge the
same with the secretary of the corporation, accompanied by a signed
application for a new certificate. Thereupon, and upon the giving of a
satisfactory bond of indemnity to the corporation not exceeding an amount
double the value of the shares as represented by such certificate (the
necessity for such bond and the amount required to be determined by the
president and treasurer of the corporation), a new certificate may be issued
of the same tenor and representing the same number, class and series of
shares as were represented by the certificate alleged to be lost, stolen or
destroyed.
SECTION 6.5 TRANSFER OF SHARES.
Subject to the terms of any shareholder agreement relating to the transfer of
shares or other transfer restrictions contained in the Articles of Incorporation
or authorized therein, shares of the corporation shall be transferable on the
books of the corporation by the holder thereof in person or by his or her
duly authorized attorney, upon the surrender and cancellation of a certificate
or certificates for a like number of shares. Upon presentation and surrender
of a certificate for shares properly endorsed and payment of all taxes
therefor, the transferee shall be entitled to a new certificate or certificates
in lieu thereof. As against the corporation, a transfer of shares can be made
only on the books of the corporation and in the manner hereinabove
provided, and the corporation shall be entitled to treat the holder of record of
any share as the owner thereof and shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof, save as
expressly provided by the statutes of the state of Nevada.
ARTICLE 7
FISCAL YEAR
The fiscal year of the corporation shall end on the last day of December in
each calendar year.
ARTICLE 8
DIVIDENDS
The board of directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the
terms and conditions provided by law and its Articles of Incorporation.
ARTICLE 9
CORPORATE SEAL
The board of directors shall provide a corporate seal which shall be circular
in form and shall have inscribed thereon the name of the corporation and the
state of incorporation and the words "CORPORATE SEAL".
ARTICLE 10
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of these
bylaws or under the provisions of the Articles of Incorporation or under the
provisions of the Nevada Corporation Code, or otherwise, a waiver thereof
in writing, signed by the person or persons entitled to such notice, whether
before or after the event or other circumstance requiring such notice, shall
be deemed equivalent to the giving of such notice.
ARTICLE 11
AMENDMENTS
These bylaws may be altered, amended or repealed and new bylaws may be
adopted by a majority of the directors present at any meeting of the board of
directors of the corporation at which a quorum is present.
ARTICLE 12
EXECUTIVE COMMITTEE
SECTION 12.1 APPOINTMENT.
The board of directors by resolution adopted by a majority of the full board,
may designate two or more of its members to constitute an executive
committee. The designation of such committee and the delegation thereto of
authority shall not operate to relieve the board of directors, or any member
thereof, of any responsibility imposed by law.
SECTION 12.2 AUTHORITY.
The executive committee, when the board of directors is not in session,
shall have and may exercise all of the authority of the board of directors
except to the extent, if any, that such authority shall be limited by the
resolution appointing the executive committee and except also that the
executive committee shall not have the authority of the board of directors in
reference to amending the Articles of Incorporation, adopting a plan of
merger or consolidation, recommending to the shareholders the sale, lease
or other disposition of all or substantially all of the property and assets of
the corporation otherwise than in the usual and regular course of its
business, recommending to the shareholders a voluntary dissolution of the
corporation or a revocation thereof, or amending the bylaws of the
corporation.
SECTION 12.3 TENURE AND QUALIFICATIONS.
Each member of the executive committee shall hold office until the next
regular annual meeting of the board of directors following his or her
designation and until his or her successor is designated as a member of the
executive committee and is elected and qualified.
SECTION 12.4 MEETINGS.
Regular meetings of the executive committee may be held without notice at
such time and places as the executive committee may fix from time to time
by resolution. Special meetings of the executive committee may be called
by any member thereof upon not less than one day's notice stating the place,
date and hour of the meeting, which notice may be written or oral, and if
mailed, shall be deemed to be delivered when deposited in the United States
mail addressed to the member of the executive committee at his or her
business address. Any member of the executive committee may waive
notice of any meeting and no notice of any meeting need be given to any
member thereof who attends in person. The notice of a meeting of the
executive committee need not state the business proposed to be transacted at
the meeting.
SECTION 12.5 QUORUM.
A majority of the members of the executive committee shall constitute a
quorum for the transaction of business at any meeting thereof, and action of
the executive committee must be authorized by the affirmative vote of a
majority of the members present at a meeting at which a quorum is present.
SECTION 12.6 INFORMAL ACTION BY EXECUTIVE COMMITTEE.
Any action required or permitted to be taken by the executive committee at a
meeting may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors entitled to vote
with respect to the subject matter thereof.
SECTION 12.7 VACANCIES.
Any vacancy in the executive committee may be filled by a resolution
adopted by a majority of the full board of directors.
SECTION 12.8 RESIGNATIONS AND REMOVAL.
Any member of the executive committee may be removed at any time with
or without cause by resolution adopted by a majority of the full board of
directors. Any member of the executive committee may resign from the
executive committee at any time by giving written notice to the president or
secretary of the corporation, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 12.9 PROCEDURE.
The executive committee shall elect a presiding officer from its members and
may fix its own rules of procedure which shall not be inconsistent with
these bylaws. It shall keep regular minutes of its proceedings and report the
same to the board of directors for its information at the meeting thereof held
next after the proceedings shall have been taken.
ARTICLE 13
EMERGENCY BYLAWS
The emergency bylaws provided in this Article 13 shall be operative during
any emergency in the conduct of the business of the corporation resulting
from an attack on the United States or any nuclear or atomic disaster,
notwithstanding any different provision in the preceding articles of the
bylaws or in the Articles of Incorporation of the corporation or in the
Nevada Corporation Code. To the extent not inconsistent with the
provisions of this Article, the bylaws provided in the preceding articles shall
remain in effect during such emergency and upon its termination the
emergency bylaws shall cease to be operative. During any such emergency:
A. A meeting of the board of directors may be called by any officer or
director of the corporation. Notice of the time and place of the meeting shall
be given by the person calling the meeting to such of the directors as it may
be feasible to reach by any available means of communication. Such notice
shall be given at such time in advance of the meeting as circumstances
permit in the judgment of the person calling the meeting.
B. At any such meeting of the board of directors, a quorum shall consist of
the number of directors in attendance at such meeting.
C. The board of directors, either before or during any such emergency,
may, effective in the emergency, change the principal office or designate
several alternative principal offices or regional offices, or authorize the
officers so to do.
D. The board of directors, either before or during any such emergency,
may provide, and from time to time modify, lines of succession in the event
that during such an emergency any or all officers or agents of the
corporation shall for any reason be rendered incapable of discharging their
duties.
E. No officer, director or employee acting in accordance with these
emergency bylaws shall be liable except for willful misconduct.
F. These emergency bylaws shall be subject to repeal or change by further
action of the board of directors or by action of the shareholders, but no such
repeal or change shall modify the provisions of the next preceding
paragraph with regard to action taken prior to the time of such repeal or
change. Any amendment of these emergency bylaws may make
any further or different provision that may be practical and necessary for the
circumstances of the emergency.
CERTIFICATE
I hereby certify that the foregoing bylaws, consisting of pages, including
this page, constitute the bylaws of SERVICE SYSTEMS INTERNATIONAL LTD.,
adopted
by the board of directors of the corporation as of August 28, 1990.
/s/ Suzy Frost
_________________________
Suzy Frost
CUSIP NO.
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
________ _________
Number Shares
SERVICE SYSTEMS INTERNATIONAL LTD.
See Reverse for Certain Definitions
THIS CERTIFIES THAT is the record
holder of FULLY PAID AND NON-ASSESSABLE SHARES OF THE
COMMON
STOCK $.001 PAR VALUE PER SHARE, OF
SERVICE SYSTEMS INTERNATIONAL LTD.
Transferable only on the books of this Corporation in person or by attorney
upon surrender of this Certificate properly endorsed. This Certificate is not
valid unless countersigned by a transfer agent.
IN WITNESS WHEREOF, the said Corporation has caused this
Certificate to be signed in facsimile by its duly authorized officers and the
facsimile seal of the Corporation affixed hereto.
Dated:
SECRETARY PRESIDENT
ASSIGNMENT AGREEMENT
THIS AGREEMENT is dated for reference the 16th day of July, 1996,
AMONG:
UV SYSTEMS TECHNOLOGY INC., a company incorporated
under the laws of British Columbia and having its registered office at 2800
Ingleton Ave., Burnaby, British Columbia (the "Company")
OF THE FIRST
PART
AND:
WORKING OPPORTUNITY FUND (EVCC) LTD., a company
incorporated under the laws of the Province of British Columbia and having
its head office at 2901-1055 West Georgia Street, Vancouver, British
Columbia, V6E 3R5 (the "FUND")
OF THE SECOND
PART
AND:
MDS DISCOVERY VENTURE MANAGEMENT, INC., a
company incorporated under the laws of the Province of British Columbia
and having an office at Suite 305-555 West 8th Avenue, Vancouver, British
Columbia, V5Z 1C6 ("MDS")
OF THE THIRD
PART
AND:
SERVICE SYSTEMS INTERNATIONAL, LTD., a corporation
incorporated under the laws of the State of Nevada and having an office at
12840 - 16th Avenue, Suite 203, White Rock, British Columbia V4A 1N6
(SSI) OF THE FOURTH
PART
AND:
Ken Fielding, businessman, with the full name and resident address
shown on the signature page hereof ("Fielding")
OF THE FIFTH
PART
WHEREAS:
A. SSI is pursuing acquisition of the Company and has agreed to fund
50% of the Company's cash operating needs, pending completion of a
public or private offering by SSI within 181 days, whereupon the
acquisition will be completed;
B. SSI will soon have funds available for the 50% funding but the
Company needs funds immediately;
C. The Fund and MDS have agreed to advance additional funds to the
Company to cover SSI's share of the Company's cash operating needs to
date, being $55,000, subject to the terms and conditions set out in this
Agreement; and
D. Fielding has a substantial interest in SSI and wishes to support SSI
in its acquisition efforts;
NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the premises, the mutual covenants and agreements set
forth in this Agreement, other good and valuable consideration and the sum
of $10 now paid by each party to the other (the receipt and sufficiency of
which is hereby acknowledged by each of the parties), the parties hereto
hereby agree as follows:
ARTICLE 1 - ADVANCES AND SUBSEQUENT ASSIGNMENT
1.1 Additional Advances
Each of the Fund and MDS will advance an additional $27,500 to the
Company to meet its current cash operating needs. The Company will
issue a separate promissory note to each of the Fund and MDS upon receipt
of such advances (referred to as the "Fund Note" and the "MDA Note"
respectively.
1.2 Purchase and Assignment of Promissory Notes
On July 26, 1996:
(a) SSI shall purchase the Fund Note from the Fund for $27,500,
payable by certified funds;
(b) SSI shall purchase the MDS Note from MDS for $27,500, payable
by certified funds; and
(c) upon receipt of such payment funds, the Fund and MDS agree that
the Fund Note and the MDS Note shall thereupon be assigned and
transferred to SSI, and the Company shall immediately cancel the Fund Note
and the MDS Note and immediately issue and deliver to SSI a new
promissory note for the sum of $55,000, using the form attached as
Schedule A hereto, which shall replace and supersede the Fund Note and
the MDS Note and govern the terms of the indebtedness of the Company
which SSI has purchased from the Fund and MDS hereunder.
ARTICLE 2 - GUARANTEE
3.1 Time of the Essence
Time shall be of the essence of this Agreement.
3.2 Number and Gender
In this Agreement, words (including defined terms) importing the singular
number include the plural and vice versa and words importing one gender
only shall include all genders and words importing persons in this
Agreement shall include individuals, partnerships, corporations and any
other entities, legal or otherwise.
3.3 Further Acts
Each of the parties shall, at the request of any other party, execute and
deliver any further documents and o all acts and things as that party may
reasonably require in order to carry out the true intent and meaning of this
Agreement.
3.4 Governing Law
This Agreement shall be governed by the laws of the Province of British
Columbia.
3.5 Severability
Any provision of this Agreement prohibited by law or otherwise ineffective
only to the extent of such prohibition or ineffectiveness and shall be
severable without invalidating or otherwise affecting the remaining
provisions hereof, and the parties hereby undertake to renegotiate in good
faith any such invalid or unenforceable provision, with a view to concluding
valid and enforceable arrangements as nearly as possible the same as those
contained in this Agreement.
3.6 No Merger
The guarantee provided hereunder shall not operate so as to create any
merger or discharge of any indebtedness or liability of the Company.
3.7 No Set Off
None of the parties shall claim or excise any right of set or counterclaim in
respect of their rights an obligations under this Agreement.
3.8 Waiver
Failure by any party hereto to insist in any instance upon the strict
performance of any one of the covenants contained herein shall not be
construed as a waiver or relinquishment of such covenant. No waiver by
any party hereto of any such covenant shall be deemed to have been made
unless express in writing an signed by the waiving party.
3.9 Parties of Interest
This Agreement shall endure to the benefit of and be binding upon the
parties hereto, their permitted assigns and their personal representatives,
administrators, heirs and successors.
IN WITNESS WHEREOF, the parties have executed this agreement as of
the date first written above.
UV SYSTEMS TECHNOLOGY, INC.
Per:
-------------------------------------------
(Authorized Signatory)
Name:
----------------------------------------
Title:
-----------------------------------------
WORKING OPPORTUNITY FUND (EVCC) LTD.
Per:
------------------------------------------
(Authorized Signatory)
Name:
---------------------------------------
Title:
----------------------------------------
MDS DISCOVERY VENTURE MANAGEMENT, INC.
Per: F.D.D. Scott
-----------------------------------------
(Authorized Signatory)
Name: David Scott
--------------------------------------
Title: President
----------------------------------------
SERVICE SYSTEMS INTERNATIONAL, LTD.
Per: Ken Fielding
-----------------------------------------
(Authorized Signatory)
Name: Ken Fielding
---------------------------------------
Title: President
---------------------------------------
Signed, Sealed and Delivered by )
Ken Fielding in the presence of: )
)
J.R. Gaetz ) Ken Fielding
- ------------------------------ --------------------------
(Witness name and signature) ) Ken Fielding
Full Name: Ken Fielding
-----------------------
Address: Richmond BC
-----------------------
SCHEDULE A
PROMISSORY NOTE
$55,000.00
July 26, 1996
FOR VALUE RECEIVED, the undersigned, UV SYSTEMS TECHNOLOGY, INC.,
hereby acknowledges itself indebted to and promises to pay on January 13,
1997 to or to the order SERVICE SYSTEMS INTERNATIONAL, LTD.
(the "Lender") at such place as the Lender may designate, the principal
amount of FIFTY FIVE THOUSAND ($55,000.00) DOLLARS, together
with interest thereon, calculated daily at the rate of 20% per annum up to
and after maturity, default and judgment and until actual payment, with
interest on overdue interest at the same rate.
Presentment, protest and notice of protest, and notice of dishonor and non-
payment are hereby waived by the undersigned.
This note shall be governed and construed in accordance with the laws of
the Province of British Columbia and the laws of Canada applicable therein.
Notwithstanding any other provision hereof, if the Lender fails to compete
the acquisition of all of the common shares of the undersigned held by
Working Opportunity Fund (EVCC) Ltd. and MDS Discovery Venture
Management Inc. by January 13, 1997, all indebtedness of the undersigned
to the Lender under this note shall automatically be fully and finally
extinguished and the Lender shall surrender this note to the undersigned and
shall make no claim in respect hereof.
EXECUTED at Vancouver, in the Province of British Columbia, as of the
16th day of July, 1996.
UV SYSTEMS TECHNOLOGY, INC.
By: /s/ J.R. Gaetz
-------------------------------------------------
Name: J.R. Gaetz
Title Vice President
