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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
American Natural Foods Marketing, Inc.
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(Exact name of registrant as specified in its charter)
Oregon 82-0381904
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9640 S.W. Sunshine Court #G700 Beaverton, Oregon 97005
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (503) 643-4899
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Securities to be registered Pursuant to Section 12(g) of the Act:
Common Stock
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(Title of class)
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(Title of class)
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TABLE OF CONTENTS
Page
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 2. Financial Information. . . . . . . . . . . . . . . . . . . . . . 8
Item 3. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 4. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 5. Directors and Executive Officers . . . . . . . . . . . . . . . . 10
Item 6. Executive Compensation . . . . . . . . . . . . . . . . . . . . . 11
Item 7. Certain Relationships and Related Transactions . . . . . . . . . 11
Item 8. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . 11
Item 9. Market Price of and Dividends on the Registrant's Common
Equity and Related Stockholder Matters . . . . . . . . . . . . . 12
Item 10. Recent Sales of Unregistered Securities. . . . . . . . . . . . . 12
Item 11. Description of Registrant's Securities to be Registered. . . . . 12
Item 12. Indemnification of Directors and Officers. . . . . . . . . . . . 13
Item 13. Management's Discussion and Analysis of Financial Statements . . 13
Item 14. Changes in and Disagreements with Accountants on
Accounting Financial Disclosure. . . . . . . . . . . . . . . . . 14
Item 15. Financial Statements and Exhibits. . . . . . . . . . . . . . . . 14
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
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ITEM 1. BUSINESS
American Natural Foods Marketing, Inc. (the Company) was originally incorporated
as an Oregon corporation on November 23, 1982 under the name of Aqua Tunnel,
Inc. After several involuntary dissolutions and subsequent reinstatements, the
Company was most recently reinstated in good standing on December 22, 1994 as
American Natural Foods Marketing, Inc. having changed to this name by amendment
on July 29, 1988. Prior to the acquisition of Interpac International, Inc. as a
wholly-owned subsidiary on May 23, 1996, the Company was not actively engaged in
any trade or business.
On May 23, 1996, the Company acquired all of the outstanding stock of Interpac
International, Inc.. The Company, through its wholly-owned subsidiary, plans to
process certain varieties of seafood produced in Southeast Asia using available
land based facilities as well as sea-going vessels and sell its product in the
Japanese, US and European markets. The planned principal operations of the
Company have not yet commenced.
Reference in this filing to "Company" includes the Registrant and its
wholly-owned subsidiary.
The Company is currently in the development stage.
The Company's wholly owned subsidiary, Interpac International, Inc.,
("Interpac") was organized in June, 1993 to provide production technology and
marketing services to the seafood industry.
Interpac's early business development activities included researching
opportunities to purchase and process seafood products, principally prawns, in
Southeast Asian seafood producing countries such as the Philippines and Vietnam
for marketing in the U.S., Japan and Europe.
In July, 1996 Interpac entered into a preliminary agreement with a Vietnamese
state owned company herein after referred to as "Vietco".
Vietco is committed to modernize and enhance Vietnam's commercial prawn
industry. Goals include increasing prawn farm yields, improving production
quality and maximizing global market share and product export value. Interpac
has agreed to enter into a 15 year cooperative contract with Vietco to assist in
achieving such goals. Significant deal points agreed upon are summarized as
follows:
- - - Vietco has agreed to secure and supply, on a best efforts basis, raw
material necessary to yield 20,000 metric tons of deliverable prawn
products per year.
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- - - Vietco has agreed to make available to Interpac three existing land based
processing plants at two locations in Vietnam to initiate this project.
Interpac has agreed to provide facility design services to modernize plant
processing methods and equipment so that the plants meet health standards
prescribed by regulatory authorities of various countries such as the
United States Department of Agriculture (USDA), Japan's Ministry of Health
and Welfare (MHW) and International Standards Organization (ISO 9000)
accepted in Europe. The plants are to be designed to produce sufficient
finished prawn product to meet targeted production goals (initially
estimated at 20,000 metric tons per year). Vietco is to provide operating
labor, utilities, logistic support and necessary permits and approvals.
- - - Interpac has agreed to assist in the design of harvesting methods and
transportation of prawns from growing areas to the processing plants and
refrigerated storage units.
- - - Interpac has agreed to research, investigate and provide recommendations to
increase prawn farm production and assist with implementation of biological
and environmental controls to maintain production levels and quality
standards.
- - - Interpac has agreed to provide training to production and management
personnel in modern processing methods and technology including plant and
equipment maintenance. Training is to be updated as technological changes
become available.
- - - Interpac has agreed to provide technology and implement a farming and
processing program to raise tilapia fish in Vietnam using U.S. hybrid
tilapia to initiate such a program. The tilapia fish project is to provide
a supplemental source of seafood product in the event prawn resources fall
below levels necessary to maintain an economically viable level of
production.
- - - Subject to financing guarantees by the Vietcom Bank, Interpac has
tentatively agreed to purchase, install and maintain required processing
equipment and has agreed to arrange financing for such equipment
requirements.
- - - Interpac has agreed to assist Vietco in preparing a project feasibility
study required by Vietnamese law.
- - - Interpac will have the exclusive rights to market all production from the
designated plants under terms mutually agreed upon.
A separate marketing agreement is to be entered into by Interpac and Vietco.
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Interpac is currently in the process of completing final agreements with Vietco
including the following:
- - - The financial agreement
- - - An exclusive world-wide marketing agreement
- - - A technical support agreement
- - - A production and management agreement
- - - The feasibility study contract
Interpac will proceed with its requirements under such agreements upon receipt
of certain documents and representations from various Vietnamese governmental
agencies including an equipment financing guarantee by Vietnam, permits,
approvals and tax rulings.
Interpac has also obtained a non-exclusive short term agreement to market on a
sales commission basis, several varieties of seafood presently being produced in
Vietnam. This short term agreement provides the company with the opportunity to
generate early revenues pending completion of arrangements relating to the long
term project in Vietnam.
MARKETS
The major markets for prawns and shrimp are Japan, the United States and Western
Europe, which consume over 30% of the world production of tropical shrimp. The
Japanese and U.S. shrimp import markets are estimated at $4 - $5 billion
annually. The LMR Shrimp Market Report published by LMR Fisheries Research
indicates that shrimp imports to the U.S. averaged approximately 485 million
pounds annually for the years 1992 through 1996. Japan shrimp imports ranged
approximately 530 million pounds during comparable periods. Tropical shrimps
(prawns) accounted for 83% of total world catches during the 1980's of which
only about 10% was produced by aqua culture (prawn farming) methods.
Countries which produce major quantities of shrimp have increased prawn farming
efforts to compensate for the global decline in ocean catches. The combination
of increased world demand for prawns and ocean catch shrinkage creates a vast
opportunity for prawn farm producers.
Tropical shrimp production increased at an annual rate of about 5% from the mid
1980's largely due to the success of the aqua culture industry which now
accounts for 25% of world-wide shrimp and prawn production. However, major
areas of the aqua culture industry such as China and Taiwan have suffered
production set-backs due to environment pollution and disease. Other major
producers such as Thailand, Bangladesh and India are also experiencing such set
backs.
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ANFM, with its leading technology and farm and factory format believes that it
will overcome such problems which were caused to a great extent, by lack of
knowledge of intensive farming. The Company plans to provide one of the best
alternatives to keep the supply of tropical prawns in step with demand.
Vietnam is a major supplier of prawns to Japan and is beginning to ship to the
U.S. and European markets. Its current methods are outmoded and the country is
seeking ways and means to improve its farming and production technology. The
country is not wealthy and is vigorously seeking to increase export earnings.
Under current methods in countries such as the Philippines and Vietnam it is not
uncommon that spoilage may take 15 - 50% of the total harvest. Spoilage may be
due to problems with transportation logistics, electrical power outages and
shortages of water. The Company's farming technology and production design
techniques should reduce such spoilage factor substantially.
The Company plans to initially operate out of Minh Hai province, the southern
most part of Vietnam. The vast undeveloped waterways in this area make for a
resource that has vast potential to raise more prawns and other seafood
products.
When the aforementioned agreements are in place, the Company expects to be able
to assist Vietnam in achieving its economic goals and to also benefit
economically from revenues it expects to derive under its 15 year preliminary
agreement with the Vietnamese.
PLAN OF OPERATION
The Company's business development plan includes the goal of becoming
operational in 1997. To achieve this goal the Company intends to concentrate
its efforts in Vietnam to develop its initial revenue base. The company plans
to generate early revenues by taking immediate steps necessary to implement a
program to market (under its short term non-exclusive agreement) seafood
products presently being produced in Vietnam. The company expects to receive
prices which will enable it to compete favorably in major market places such as
the US and Europe. The company also plans to finalize its longer term
cooperative contractual arrangements with Vietco in order to accomplish the
following:
a) Secure a 15 year raw prawn supply commitment to provide a production yield
of 20,000 metric tons of finished product annually.
b) Grant the Company exclusive access to plants requiring modernization with
which the Company can establish a base of operations in Vietnam.
c) Secure government guarantees to allow the Company to obtain financing for
the acquisition, purchase, and installation of prawn processing and plant
equipment in its Vietnam projects.
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d) Secure the exclusive world-wide rights to market and distribute seafoods
produced by the Vietnam processing plants designated.
The Company is discussing this project with equipment suppliers who have
expressed a preliminary interest in supplying equipment to the Vietnam
processing plants. Cost of modernization and improvements of the Vietnam
processing plants is to be determined when engineering studies and redesign have
been completed and final contracts are in place. Management believes that cost
estimates for contemplated plant modernization and improvements should be less
than $10 million. The Company expects that processing plant upgrading will be
accomplished so that plants will be fully operational by no later than the third
quarter of 1997, of course, subject to obtaining financing satisfactory to the
Company.
The Company is exploring various alternatives of financing the cost of plant
equipment and installation including the possibility of supplier financing,
lease financing, world trade and other financing methods.
The Company has approached several marketing and distribution firms who have
expressed preliminary interest in working with the Company. ANFM plans to
continue its efforts to enter into agreements with marketing and distribution
concerns to support the Company's marketing goals.
The Company's business development plan also includes exploring opportunities to
add value to seafood products by breading and pre-cooking prawns in conjunction
with the planned processing operations.
The Company plans to explore seafood business possibilities in the Philippines
including the feasibility of operating a processing ship upon establishing its
operations in Vietnam.
The Company will need to raise additional operating capital to satisfy its
obligations and to fund other operating expenses of the business and plans to
explore various alternatives to secure such capital including the possibility of
investor equity financing.
The Company has engaged the services of four management level personnel who are
active in the company's business development stage. The company plans to hire
additional management and support personnel when deemed appropriate. In the
interim the company plans to contract the services of technicians and others on
an "outsourcing" basis.
COMPETITION
The Company faces potential competition from numerous, well established
competitors possessing substantially greater financial, marketing personnel and
other resources than the Company. It can be expected that the Company will be
subject to increasing competition from companies whose products or marketing
strategies address the needs of the industry.
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FOREIGN IMPORTERS & BROKERS OPERATING IN THE UNITED STATES
1. OCEAN GARDEN PRODUCTS. This is a quasi-governmental agency sponsored by
the Government of Mexico. It markets prawns in the US market and indicates
it is currently selling in excess of $300 million of its products annually.
It has the same problem that any other competitor has - quality, quantity,
availability and stability of supply. Mexico normally has good sources of
supply. During the fall of 1995, however, Mexico had a large portion of
its crop destroyed by hurricanes in the Gulf of Mexico.
2. INTERNATIONAL MARINE PRODUCTS. This is a Japanese corporation
headquartered in Tokyo. It has US operations set up in Los Angeles. It
wholesaled fresh and frozen seafood in the US market and posted sales of
$27.2 million in 1994. IMP's sales reportedly have grown 67% the past five
years.
3. NICHIREI FOODS AMERICA INC. This is a subsidiary of Nichirei Corporation
of Japan. Located in Renton, WA., they reported $50+ million in sales last
year in frozen and prepared seafood. The parent company is one of the
chief importers of prawns into the Japanese market. Nichirei Foods
America has grown substantially in the past five years, has gone from 50
employees to over 275 employees in that time period.
4. HOKO AMERICA CO., LTD., is a subsidiary of Hoko Fishing Co. of Japan. Hoko
America is located in Seattle and exports fresh fish to Japan. It only
reported $800,000 in sales last year; however, it is only a 3 man
operation. Its Japanese parent is among the leading prawn importers into
the Japanese market.
5. FISHERY PRODUCTS INTERNATIONAL. This is a subsidiary of FPI Limited
headquartered in New Foundland. It also owns Clouston Food Groups. FPI
and Clouston are major suppliers of prawns and other value-added products
in the US. FPI has achieved modest growth of 12% , over the past 3 years,
and reports annual sales at $429 million dollars. FPI America is
headquartered in Danvers, MA and employs over 471 people in locations
throughout the US.
US IMPORTERS & BROKERS
NOTE: US IMPORTERS & BROKERS VARY IN SIZE AND SCOPE.
1. AQUASTAR INC. Aquastar is headquartered in Seattle, WA., and until this
year was a subsidiary of BP Nutrition. This year they are expected to do
$140 million in sales, much of which will be shrimp products. Aquastar is
a major US supplier of value-added and frozen products. This is the type
of company that might buy prawns and value-added product from ANFM.
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2. KING & PRINCE SEAFOOD CORPORATION, located in Brunswick, GA., King &
Prince processes and wholesales frozen seafood products. 1996 sales are
expected to be $93.2 million operating from a single factory location.
They ship only prepared frozen (value-added) products. King & Prince is an
operation that could buy product from ANFM, however, logistical problems
could cause the shipping costs to shift above an economically viable level.
3. HALEY CALEB & COMPANY, INC. Declining sales have plagued Haley Caleb over
the past five years. Haley Caleb is a wholesaler of fresh and frozen
unpackaged seafood. It could be a potential outlet for ANFM frozen,
headless prawns. Haley Caleb posted $47.2 million in 1995 sales down 5%
from 1992 sales of $49.7 million.
4. ZALOOM BROS. CO. OF NEW JERSEY, INC. Zaloom Brothers is a wholesaler of a
variety of food products, including frozen, prepared shrimp. A 10% decline
in sales, from $30 million to $27 million over the past 3 years, has forced
the company to cut employees and expenses. However, ANFM could sell
value-added and fresh frozen prawns to the Zaloom Brothers.
5. BANNER BEEF & SEAFOOD CO., INC. Located in Miami, FL., Banner's primary
business is quick frozen and cold-pack shrimp. Declining regional shrimp
production has caused a decline in Banner's business which suffered a 20%
loss in sales, $14.7 million to $11.7 million, from 1992 to 1994.
Projections for 1995 called for an 8% increase in sales. Banner is in need
of secure product availability. ANFM could supply them with fresh frozen
product.
6. AMBASSADOR SEAFOODS, INC. Ambassador is a small wholesaler and importer of
packaged, frozen seafood located in Miami. It has posted $5 million in
sales each year for the past five years. ANFM could offer Ambassador an
opportunity to expand its import business.
The Company's technology and products are subjected to the requirements of
governmental regulations in various countries in which the Company intends to
conduct business including the United States Department of Agriculture (USDA),
Japan's Ministry of Health and Welfare (MHW) and the International Standards
Organization (ISO 9000).
ITEM 2. FINANCIAL INFORMATION
Prior to the acquisition of Interpac International, Inc. as a wholly owned
subsidiary on May 23, 1996, the Company was not actively engaged in any trade or
business over the preceding five years.
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Therefore financial information prior to 1996 has not been presented herein.
The Company commenced development stage activities in 1996, which have consisted
primarily of researching opportunities to purchase and process seafood products,
principally prawns, obtaining a preliminary agreement with a Vietnamese state
owned company, assembling a management team and raising capital.
September 30, 1996
Revenue for the nine months ended September 30, 1996 -0-
Net loss for nine months ended September 30, 1996 ($ 46,158)
(principally development stage operating expenses)
Net loss per share (.004)
Total Assets $712,312
Long-term debt $ 25,000
In May, 1996 the Company acquired all of the outstanding stock of Interpac
International, Inc. in exchange for 12,049,500 shares of Class A common stock
valued at $0.06 per share. This non-cash financing transaction was valued at
$722,970.
The Company also raised $35,500 through the issuance of $25,000 in debt
obligations and $10,500 pursuant to the issuance of 35,000,000 of its common
shares (reduced to 175,000 shares by the 200:1 reverse stock split in June,
1996).
See Item 13, "Management's Discussion and Analysis of Financial Statements" for
further information.
ITEM 3. PROPERTIES
The Company is headquartered in a 1,000 square foot rented office space in
Beaverton, Oregon. The Company's current administrative offices are considered
adequate to serve the Company's foreseeable needs. It has no other significant
property holdings.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date hereof certain information with
respect to the beneficial ownership of common stock of the Company, by each
person known by the Company to own beneficially, more than five percent of the
Company's common stock, by each Executive Officer and Director and by all
Officers and Directors as a group. Unless otherwise indicated, all persons have
sole voting and investment powers over such shares, subject to community
property laws.
<TABLE>
<CAPTION>
Amount and
Nature of
Title of Name and Address Beneficial Percent
Class of Beneficial Owner Ownership of Class
- - ----- ------------------- --------- --------
<S> <C> <C> <C>
Common Ragnar Lovoll, 2,890,000 23.5%
President and
Chairman of the Board (A)
Common Harald Kvalo 2,450,000 19.9%
Vice President and Director (A)
Common James McKenzie 1,200,000 09.8%
Secretary, CFO and Director (A)
Common All Directors 6,540,000 53.2%
and Officers as
a group (3 persons)
</TABLE>
(A) The address of Messrs. Lovoll, Kvalo and McKenzie is:
c/o American Natural Foods Marketing, Inc.
9640 SW Sunshine Court #G700
Beaverton, Oregon 97005
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ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
The Directors and Executive officers of the Company, their respective ages
and positions with the Company as of the date hereof are as follows:
Name Age Position
- - ---- --- --------
Ragnar Lovoll 57 President and
Chairman of
the Board of Directors
Harald Kvalo 58 Vice-President
and Director
James McKenzie 54 Secretary, Chief
Financial Officer
and Director
Each director serves until the next annual meeting of shareholders and
until his successor is duly elected and qualified. Officers serve at the
discretion of the Board of Directors.
RAGNAR LOVOLL is a co-founder of Interpac International, Inc., the Company's
wholly-owned subsidiary and has been its President, acting Chief Executive
Officer and Chairman of the Board since it was established in June, 1993.
Mr. Lovoll also has served as President, Acting Chief Executive Officer and
Chairman of the Board of the Company since it acquired Interpac. Prior to
joining Interpac, Mr. Lovoll served as consultant to the seafood industry,
completing projects in prawn research in the Philippines and the Hawaiian
Islands. In addition, he has done engineering projects and been involved
with fish processing companies in the Pacific Northwest. Mr. Lovoll has a MS
Mechanical Engineering from the Institute of Technology, Gotherburg, Sweden.
He immigrated to the U.S. from Norway in 1969 and has over 25 years
experience in marine and aqua culture industries.
HARALD KVALO is a co-founder of Interpac and has served as its Vice-President
and Director since it was established in June, 1993. He also has served as
Vice-President and Director of the Company since it acquired Interpac. Mr.
Kvalo has been a master of fishing trawlers in the North and South Pacific
since 1987 and served as master of various ultra large crude carriers
(ULCC's) in the Alaska to Panama oil transfer from 1981 to 1987. Mr. Kvalo
is a graduate of Maritime Colleges in Kristiansund and Trondheim, Norway.
JAMES MCKENZIE has served as Secretary, Chief Financial Officer and Director
of the Company since its inception. He is the founder and has served as
President, CEO and Director of CUI Stack, Inc., since 1989. CUI Stack is an
importer / exporter of electronic goods bought and sold in the Pacific Rim.
Mr. McKenzie has a Master's degree in Business Administration from the
University of Chicago.
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ITEM 6. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
Awards Payouts
Securities
Other Under-
Annual Restricted Lying All Other
Name and Principal Compen- Stock Options/ LTIP Compen-
Position Year Salary Bonus sation Awards SARs Payouts sation
($) ($) ($) ($) (#) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mr. Ragnar Lovoll,
President and CEO 1995 0 0 0 0 0 0 0
1994 0 0 0 0 0 0 0
1993 0 0 0 0 0 0 0
</TABLE>
Mr. Ragnar Lovoll's current salary is $4,000 per month and only due and paid
when sufficient cash is available.
Officers of the Company contributed substantial management services to the
Company since its inception without compensation. No officer of the Company
received more than $100,000 in compensation in any fiscal year.
The Company plans to enter into employment agreements with key members of
management when the Board of Directors deems it feasible. Such employment
agreements will include market-rate salaries, profit achievement incentive
bonuses, stock options and other benefits common to executive compensation
arrangements.
Members of the Board of Directors have received $2,000 each as compensation
to date. Directors fees may be paid in the future.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
ITEM 8. LEGAL PROCEEDINGS
There are no pending or threatened legal proceedings against the Company.
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ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS COMMON
EQUITY AND RELATED STOCKHOLDERS MATTERS
The Company has not paid, nor declared, any dividends since its inception. The
principal United States market for the Company's common stock is the OTC
Bulletin Board. The following is the high and low bid information for such
common stock:
1995 1st qtr 2nd qtr 3rd qtr 4th qtr
- - ---- ------- ------- ------- -------
$.50 $.50 $.50 $.50
(Both high and low bid was $.50)
1996 1st qtr 2nd qtr 3rd qtr 4th qtr
- - ---- ------- ------- ------- -------
Low Bid $.50 $.50 $.75 $5.25
High Bid $.50 $.50 $6.375 $6.969
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
From June 1994 to May 1996, the Company sold 87,500 shares of its common stock
for an aggregate of $87,500 to nine purchasers, some of whom were existing
shareholders of the Company. The Company relied on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933.
On May, 15, 1996, the Company sold 35,000,000 shares of its common stock for
$10,500 pursuant to Regulation D Rule 504. The shares were sold directly by the
Company without an underwriter. The shares were sold to Ice America, S.A., a
non-affiliate.
In June 1996, the Board of Directors approved a 200:1 reverse stock split which
resulted in the shares sold as described to be reduced to 175,000 shares.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Company is authorized to issue 50,000,000 shares of common stock, no par
value. There are 12,299,478 shares issued and outstanding. Holders of common
stock have no preemptive rights and have no liability for further calls or
assessments on their shares. The shares of common stock are not subject to
repurchase by the Company or conversion into any other securities. All
outstanding shares of common stock are fully paid and non-assessable. Each
share of common stock is entitled to one vote per share on all matters voted on
by shareholders, without any right to cumulate their votes.
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Holders of common stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefore and,
upon the liquidation, dissolution or winding up of the Company, are entitled to
share ratably in all net assets available for distribution to such holders after
satisfaction of all obligations of the Company.
Prior to its acquisition by the Company, Interpac International, Inc. had issued
Common Stock Purchase Warrants to certain of its shareholders. When originally
issued, each Warrant entitled the holder to purchase one share of Interpac
common stock at $.50 per share. As part of the acquisition of Interpac by the
Company, the Board of Directors of the Company has stated that each outstanding
Warrant now entitles the holder to purchase one share of common stock of the
Company at $1.00 per share. As of February 1, 1997, there are warrants
outstanding to purchase up to 223,500 shares of common stock with expiration
dates beginning July 1, 1997 and ending May 22, 1999. No officer, director or
controlling shareholder of the Company holds any warrants.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company will indemnify to the fullest extent not prohibited by law any
person who was or is a party or is threatened to be made a party to any
proceeding (as hereinafter defined) against all expenses (including attorney's
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by the person in connection with such proceeding.
No director of the Company will be personally liable to the Company or its
shareholders for monetary damages for conduct as a director; provided that this
will not eliminate the liability of a director for any act or omission for which
sum elimination of liability is not permitted under the Oregon Business
Corporation Act. No amendment to the Oregon Business Corporation Act that
further limits the acts or omissions for which elimination of liability is
permitted will affect the liability of a director for any act or omission which
occurs prior to the effective date of such amendment.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to officers and directors of the Company pursuant to the
provisions of the Company's Articles of Incorporation, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
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ITEM 13. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL STATEMENTS
The Company is presently concentrating its efforts on developing business
opportunities in the seafood industry, principally the purchasing and processing
of prawns in Southeast Asian seafood producing countries such as Vietnam and the
Philippines for marketing in the U.S., Japan and Europe.
In July 1996 the Company, through its wholly owned subsidiary Interpac
International, Inc. ("Interpac") entered into a preliminary agreement with a
Vietnamese state owned company. In summary, Interpac has agreed to provide
technological and management services including operating and marketing and to
arrange certain financing in exchange for a 15 year raw material and processing
facilities commitment including related exclusive world-wide rights to market
processed prawn products. (See "Plan of Operation" under Item 1. "Business".)
One of the primary business goals of the Company's management team is to focus
on completing arrangements with the Vietnamese state owned company in order to
become operational by mid 1997.
The Company will need to arrange financing and additional operating capital to
satisfy its obligations under its agreement with the Vietnamese state owned
company and to fund other operating expenses of the business. The Company is
exploring various alternatives of financing the Vietnamese project and will also
continue its efforts to raise capital to fund its operations, including private
placements of its common stock. However, there is no assurance that such
efforts will be successful.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING FINANCIAL
DISCLOSURE
The Company engaged J. Paul Kenote, CPA, P.C. as its independent auditors to
audit the Company's consolidated financial statements for the nine months ended
September 30, 1996.
For the five fiscal years prior to January 1, 1996 the Company was inactive and
had no reportable activity. Therefore financial statements for periods prior to
January 1, 1996 are omitted.
16
<PAGE>
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
INDEX TO FINANCIAL STATEMENTS
Report of independent auditor . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheet as of September 30, 1996 . . . . . . . . . .
Consolidated Statements of Income and Retained Earnings
for the nine months ended September 30, 1996 . . . . . . . . . . . .
Consolidated Statements of Cash Flows
for the nine months ended September 30, 1996 . . . . . . . . . . . .
Notes to Consolidated Financial Statements
for the nine months ended September 30, 1996 . . . . . . . . . . . .
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
2.1 Asset Acquisition Agreement dated May 23, 1996
2.2 Agreement of Merger (to be provided by amendment)
3 (i) Articles of Incorporation and Amendments
3 (ii) Bylaws
4.1 Specimen Stock Certificate
4.2 Common Stock Purchase Warrant
10.1 Preliminary Vietnamese Agreement dated
July 18, 1996
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
American Natural Foods Marketing, Inc.
Date: February 20, 1997
-------------------------
By: /s/ Harald A. Kvalo
-------------------------------------
Vice-President
17
<PAGE>
AMERICAN NATURAL FOODS MARKETING, INC.
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
<PAGE>
AMERICAN NATURAL FOODS MARKETING, INC.
AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
CONTENTS
PAGE
Independent Accountant's Report 3
Consolidated Balance Sheet 4
Consolidated Statement of Operations 5
Consolidated Statement of Changes in Stockholders' Equity 6
Consolidated Statement of Cash Flows 7
Notes to Consolidated Financial Statement 8-11
<PAGE>
[LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
American Natural Foods Marketing, Inc. and Subsidiary
Beaverton, Oregon
We have audited the accompanying consolidated balance sheets of American Natural
Foods Marketing, Inc. and Subsidiary (A Development Stage Company) as of
September 30, 1996 and the related consolidated statements of operations,
changes in stockholders' equity and cash flows for the nine months then ended.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the 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 statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made 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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
American Natural Foods Marketing, Inc. and Subsidiary (A Development Stage
Company) at September 30, 1996 and the consolidated results of operations,
changes in stockholders' equity and cash flows for the nine months then ended in
conformity with generally accepted accounting principles.
/s/J. Paul Kenote, CPA, P.C.
J. PAUL KENOTE, CPA, P.C.
Portland, Oregon
December 20, 1996
<PAGE>
AMERICAN NATURAL FOODS MARKETING, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1996
ASSETS
CURRENT ASSETS
Cash $9,990
--------
9,990
--------
FURNITURE AND EQUIPMENT
Furniture and equipment 800
Less accumulated depreciation 22
--------
778
--------
OTHER ASSETS
Goodwill, note 2 660,414
Deferred tax benefit, note 5 41,130
--------
701,544
--------
$712,312
--------
--------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $ -
--------
LONG-TERM DEBT, NOTE 4 25,000
--------
STOCKHOLDERS' EQUITY:
Preferred stock, no par value, 10,000,000 shares
authorized; none issued -
Common stock, no par value, 50,000,000 shares
authorized; 12,299,478 issued and outstanding 733,470
Deficit accumulated during development stage (46,158)
--------
687,312
--------
$712,312
--------
--------
The accompanying notes are an integral part of these financial statements
4
<PAGE>
AMERICAN NATURAL FOODS MARKETING, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
REVENUES $ -
--------
OPERATING EXPENSES:
Consulting fees 19,800
Professional fees 10,600
Travel expenses 41,593
Office supplies and expense 2,843
Depreciation 22
--------
LOSS FROM OPERATIONS BEFORE INCOME TAX BENEFIT (74,858)
INCOME TAX BENEFIT - DEFERRED, NOTE 5 28,700
--------
NET LOSS ($46,158)
--------
--------
PRIMARY NET LOSS PER SHARE, NOTE 6 ($0.003)
--------
--------
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
AMERICAN NATURAL FOODS MARKETING, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
DEFICIT
CLASS A CLASS A ACCUMULATED
PREFERRED STOCK COMMON STOCK DURING
---------------------- ---------------------- DEVELOPMENT TOTAL
NUMBER AMOUNT NUMBER AMOUNT STAGE EQUITY
------ ------ ---------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT JANUARY 1, 1996 0 $0 14,986,250 $0 $0 $0
Stock issued on May 15, 1996 35,000,000 10,500 10,500
Reverse stock split (1 for 200)
on June 11, 1996 effecting
shareholders of record on
May 15, 1996 (49,736,272)
Acquisition of all of the
outstanding stock of
Interpac International, Inc.
on May 23, 1996 12,049,500 722,970 722,970
Net loss for the nine months
ended September 30, 1996 (46,158) (46,158)
------ ------ ---------- ---------- ----------- --------
BALANCE AT SEPTEMBER 30, 1996 0 $0 12,299,478 $733,470 ($46,158) $687,312
------ ------ ---------- ---------- ----------- --------
------ ------ ---------- ---------- ----------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
AMERICAN NATURAL FOODS MARKETING, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($46,158)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation 22
Changes in assets and liabilities:
Deferred tax benefit (28,700)
--------
Cash used in operations (74,836)
--------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of subsidiary assets, net of liabilities 50,126
Acquisition of equipment (800)
-------
Cash provided by investing activities 49,326
--------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds received from short-term borrowing 25,000
Proceeds received pursuant to stock sale 10,500
--------
Cash provided by financing activities 35,500
--------
NET INCREASE IN CASH $9,990
--------
--------
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for
Interest $ -
--------
--------
Income tax $ -
--------
--------
SUPPLEMENTARY SCHEDULE OF NONCASH FINANCING TRANSACTIONS:
Acquisition of all of the outstanding stock of Interpac
International, Inc. in exchange for 12,049,500 shares of
class A common stock valued at $0.06 per share, note 2 $722,970
--------
--------
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
AMERICAN NATURAL FOODS MARKETING, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS:
LINE OF BUSINESS
American Natural Foods Marketing, Inc. (the Company) was originally
incorporated as an Oregon corporation on November 23, 1982 under the name
of Aqua Tunnel, Inc. After several involuntary dissolutions and subsequent
reinstatements, the Company was most recently reinstated in good standing
on December 22, 1994 as American Natural Foods Marketing, Inc. having
changed to this name by amendment on July 19, 1988. Prior to the
acquisition of Interpac International, Inc. as a wholly-owned subsidiary
on May 23, 1996, the Company was not activily engaged in any trade or
business.
On May 23, 1996, the Company acquired all of the outstanding stock of
Interpac International, Inc. The Company, through its wholly-owned
subsidiary, plans to process certain varieties of seafood produced in
Southeast Asia using available land based facilities as well as sea-going
vessels and sell its product in the Japanese, US and European markets. The
planned principle operations of the Company have not yet commenced.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of American
Natural Foods Marketing, Inc. and Interpac International, Inc., its newly
acquired wholly-owned subsidiary. All material intercompany accounts and
transactions have been eliminated in consolidation.
USE OF ESTIMATES
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those
estimates.
PROPERTY AND EQUIPMENT
Property and equipment items are recorded at cost and are being depreciated
using straight-line methods over an estimated useful life of three years.
GOODWILL
Goodwill will be amortized on a straight-line basis over forty years, the
estimated expected useful life of the asset.
NOTE 2 - ACQUISITION OF SUBSIDIARY:
On May 23, 1996, the Company acquired all of the outstanding stock of
Interpac International, Inc., consisting of 12,049,500 shares of class A,
$0.001 par value, common stock, solely in exchange for an equivalent
amount of class A, no par value, common stock of the Company. The
transaction has been accounted for as a purchase and constitutes a tax-
free reorganization for federal and state income tax purposes. The stock
of the Company given in exchange was valued at $0.06 per share for a total
value of $722,970 based on the most recent sale of Company stock for cash.
The excess of this value over the net book value of the assets of the
subsidiary, net of all liabilities at the time of acquisition has been
reported in these financial statements as goodwill in the amount of
$660,414.
8
<PAGE>
AMERICAN NATURAL FOODS MARKETING, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 2 - ACQUISITION OF SUBSIDIARY, CONTINUED:
Interpac International, Inc. is a Nevada corporation, organized on
November 14, 1995 to process certain varieties of seafood produced in
Southeast Asia using available land based facilities and sea-going vessels
and sell its product in the Japanese, US and European markets. The planned
principle operations of the subsidiary have not yet commenced. The
subsidiary is currently devoting substantially all of its efforts to
raising capital, negotiating acquatic infrastructure operating and
maintenance agreements with the governments of China, Vietnam and the
Phillipine Islands and investigating the feasibility of onboard ship
processing. To that end, the subsidiary has engaged consultants and
incurred significant consulting fees and travel expenses.
The consolidated statement of operations includes the operations of
Interpac International, Inc. for the period beginning with the date of
purchase through September 30, 1996. The following condensed pro forma
information assumes the acquisition had occurred on January 1, 1996:
Net sales $0
--------
--------
Loss before provision for income tax benefit $107,232
--------
--------
NOTE 3 - OUTSTANDING WARRANTS:
The Company has issued warrants in connection with the sale of its stock.
Each warrant is immediately exercisable for one share of class A common
stock at an exercise price of $1.00 per share. The warrants are
exercisable for a term of three years beginning with the date of issuance.
As of September 30, 1996, there are 223,500 warrants outstanding which are
due to expire over the period beginning July 1, 1997 and ending May 22,
1999.
NOTE 4 - LONG-TERM DEBT:
Long-term debt consists of a note payable to ICE America, Inc. that is due
in full on or before September 9, 1998 together with interest at 7% per
anum, compounded annually. The note was issued September 9, 1996 and is
unsecured. The note may be converted to 5,000 shares of class A common
stock at a conversion price of $5 per share.
9
<PAGE>
AMERICAN NATURAL FOODS MARKETING, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 5 - DEFERRED INCOME TAXES:
The provision (benefit) for income taxes is based on transactions included
in the determination of pre-tax accounting income or loss, including
appropriate provision (benefit) for deferred income taxes. Deferred tax
liabilities and assets are recognized for the expected future tax
consequences of events that have been included in the financial statements
or tax returns. Deferred income tax assets and liabilities are computed
annually for differences between the financial statement and tax bases of
assets and liabilities that will result in taxable or deductible amounts
in the future based on enacted tax laws and rates applicable to the
periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized.
The net deferred tax assets in the accompanying balance sheet at
September 30, 1996 consist of the following:
Deferred tax assets:
Net operating loss carryovers $41,130
Valuation allowance for deferred tax assets -
-------
Net deferred tax assets $41,130
-------
-------
The components of the provision (benefit) for income taxes for the nine
months ended September 30, 1996 are as follows:
Federal:
Current $ -
Deferred 23,770
-------
$23,770
-------
-------
State and local:
Current $ -
Deferred 4,930
-------
$ 4,930
-------
-------
Provision (benefit) for income taxes - deferred 28,700
-------
-------
As of September 30, 1996, the Company had net operating loss carryovers of
$107,232 available to offset future taxable income, if any. The ownership
changes that have occurred to date do not operate to limit the utilization
of the net operating loss carryover in future years. In the event of
ownership changes aggregating fifty percent or more in any three-year
period, the amount of loss carryover that becomes available for
utilization in any year may be limited. The tax loss carryover, if not
utilized against taxable income, will expire in the year 2012.
10
<PAGE>
AMERICAN NATURAL FOODS MARKETING, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
NOTE 6 - PER SHARE DATA:
Primary loss per share is based solely on the weighted average of the
12,299,478 shares of common stock that are currently outstanding.
Outstanding warrants that are convertible to 1,488,500 shares of common
stock have not been included as the effects are anti-dilutive.
The per share data reported in the income statement gives effect to the
inclusion of the operations of Interpac International, Inc. for the
period beginning with the date of purchase through September 30, 1996.
The following pro-forma information assumes the acquisition had occurred
on January 1, 1996:
Pro-forma primary net loss per share ($0.004)
--------
--------
11
<PAGE>
ASSET ACQUISITION AGREEMENT
DATED: May 23, 1996
BETWEEN: Interpac International, Inc., a Nevada corporation
9840 SW Sunshine Court #G700
Beaverton, Oregon 97005 "Interpac-Nevada"
AND: Interpac International, Inc., a Washington corporation
1504 Point Fosdick Drive NW
Gig Harbor, Washington 98335 "Interpac-Washington"
RECITALS
A. Interpac-Nevada desires to acquire all of the assets of Interpac-
Washington in consideration of the issuance of common stock of Interpac-Nevada.
B. Interpac-Washington is willing to exchange all of its assets for
shares of common stock of Interpac-Nevada pursuant to the terms and conditions
of this Agreement and with the understanding and intention that the exchange
described herein will qualify as a tax-free reorganization under Section
368(a)(1)(C) of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, the parties hereto agree as follows:
1. TRANSFER OF ASSETS. Interpac-Washington hereby transfers and conveys
to Interpac-Nevada all of its right, title and interest in and to all of the
assets ("Assets") described in Exhibit "A" attached hereto and incorporated by
this reference. The Assets constitute all of the assets of Interpac-Washington.
2. CONSIDERATION FOR TRANSFER OF ASSETS. In consideration of the
transfer of the Assets, Interpac-Nevada shall issue to Interpac-Washington
7,044,500 shares of the voting common stock ("Shares") of Interpac-Nevada.
3. DISSOLUTION OF INTERPAC-WASHINGTON. As promptly as possible after the
transfer and conveyance of the Assets and the issuance of the Shares, Interpac-
Washington shall undertake all action required under the Washington Business
Corporation Act to file Articles of Dissolution pursuant to which it shall
distribute the Shares to its shareholders.
Page 1-Asset Acquisition Agreement EXHIBIT 2.1
<PAGE>
4. REPRESENTATIONS AND WARRANTIES. The parties make the representations
and warranties to each other which are set forth in this Section 4. The survival
of all such representations and warranties shall be in accordance with Section
8.1 hereof.
4.1 REPRESENTATIONS AND WARRANTIES OF INTERPAC-NEVADA. Interpac-
Nevada represents and warrants to Interpac-Washington, as of the date hereof, as
follows.
(a) It is a corporation duly organized under the laws of the State of
Nevada, validly existing, and authorized to exercise all its corporate
powers, rights and privileges.
(b) It has the corporate power and authority to own and operate its
properties and to carry on its businesses now conducted.
(c) It has all requisite legal and corporate power to execute and
deliver this Agreement.
(d) At Closing, as defined in Section 6 hereof, it will have all
required legal and corporate power to issue to Interpac-Washington the
Shares called for by this Agreement.
(e) All corporate actions on its part necessary for the
authorization, execution, delivery and performance of all obligations under
this Agreement and for the issuance and delivery of the Shares has been
taken, and this Agreement constitutes a valid obligation of Interpac-
Nevada.
(f) It is a nonreporting public corporation within the meaning of the
Securities Exchange Act of 1934.
(g) It has no subsidiaries or affiliated companies and does not
otherwise own or control, directly or indirectly, any other corporation,
association or business entity.
(h) The Shares, when issued and delivered in accordance with the
terms of this Agreement and for the consideration expressed herein, shall
be duly and validly issued, fully paid and non-assessable.
(I) There is no action, proceeding, or investigation pending or
threatening, or any basis therefor, to question the validity of this
Agreement or the accuracy of the representations and warranties contained
herein.
(j) The authorized capital stock of Interpac-Nevada consists of
100,000,000 shares of common stock, par value $0.001 per share, of which
5,000,000 shares are outstanding and 10,000,000 shares of preferred stock,
par value $0.001 per share none of
Page 2-Asset Acquisition Agreement EXHIBIT 2.1
<PAGE>
which are outstanding. Except as contemplated in this Agreement, there are
no other securities, options, warrants, or other rights to purchase any
securities of Interpac-Nevada outstanding. All outstanding securities of
Interpac-Nevada are duly and validly issued, are fully paid and non-
assessable and were issued in compliance with all applicable federal and
state securities laws.
4.2. REPRESENTATIONS AND WARRANTIES OF INTERPAC-WASHINGTON. Interpac-
Washington represents and warrants to Interpac-Nevada, as of the date hereof, as
follows:
(a) It is a corporation duly organized under the laws of the State of
Washington, validly existing and authorized to exercise all its corporate
powers, rights and privileges.
(b) It has the corporate power and authority to own and operate its
properties and to carry on its business as now conducted.
(c) It has all requisite legal and corporate power to execute and
deliver this Agreement.
(d) All corporate actions on its part necessary for the
authorization, execution, delivery and performance of all obligations
under this Agreement have been taken and this Agreement constitutes a
valid obligation of Interpac-Washington.
(e) It has good and marketable title to the Assets free and clear of
all liens and encumbrances.
(f) At Closing, as defined in Section 6 hereof, it will have all
required legal and corporate power to transfer and convey the Assets to
Interpac-Nevada.
(g) It is a nonreporting corporation within the meaning of the
Securities Exchange Act of 1934.
(h) There is no action, proceeding or investigation pending or
threatening or any basis thereof, to question the validity of this
Agreement or the accuracy of the representations and warranties contained
herein.
5. COVENANTS.
5.1 APPROVAL OF SHAREHOLDERS. Interpac-Washington shall (a)
cause a special meeting of its shareholders to be duly called and held in
accordance with the laws of the State of Washington, applicable federal and
state securities laws and Interpac-Washington's Articles of Incorporation and
Bylaws as soon as reasonably practicable for the purpose of voting on the
Page 3-Asset Acquisition Agreement EXHIBIT 2.1
<PAGE>
adoption and approval of this Agreement, (b) recommend to its shareholders
approval of the Agreement, (c) use its best efforts to obtain the necessary
approval of its shareholders, (d) take all action required under the Washington
Business Corporation Act with respect to the holders of any dissenting shares of
Interpac-Washington.
5.2 THIRD PARTY CONSENTS. Interpac-Nevada and Interpac-Washington
each agree to use their respective best efforts to obtain, as soon as reasonably
practicable, all permits, authorizations, consents, waivers and approvals from
third parties or governmental authorities necessary to consummate this Agreement
and the transactions contemplated hereby.
6. CLOSING.
6.1 PLACE OF CLOSING. Closing shall take place at 9840 SW Sunshine
Court # G700 Beaverton, Oregon 97005. At Closing, the parties, among other
things, shall do the following:
(a) Execute this Agreement.
(b) Interpac-Nevada shall deliver to Interpac-Washington a
certificate or certificates representing the Shares.
6.2 CONDITIONS TO EACH PARTY'S OBLIGATION TO CLOSE. The respective
obligations of each party to consummate this Agreement shall be subject to the
fulfillment of all of the following conditions precedent at or prior to Closing:
(a) This Agreement having been approved by the shareholders of
Interpac-Washington.
(b) No injunction or other decree by any Federal or state court
which prevents the consummation of this Agreement.
(c) No Federal or state statute has been enacted which would
prevent the consummation of the Agreement.
(d) All governmental consents and approvals required for the
consummation of the Agreement have been obtained.
7. TERMINATION AND AMENDMENT.
7.1 TERMINATION. This Agreement may be terminated at any time
prior to the Closing, whether before or after approval by the shareholders of
Interpac-Washington:
(a) by mutual consent of Interpac-Nevada and Interpac-Washington;
or
Page 4-Asset Acquisition Agreement EXHIBIT 2.1
<PAGE>
(b) by either Interpac-Nevada or Interpac-Washington if (ii) the
requisite vote of the shareholders of Interpac-Washington to approve this
Agreement shall not be obtained, (ii) any governmental or regulatory body, the
consent of which is a condition to the obligations of the parties to consummate
this Agreement shall have determined not to grant consent, or (iii) any court
of competent jurisdiction shall have issued an order, judgment or decree
restraining, enjoining or otherwise prohibiting the Agreement and such order,
judgment or decree shall have become final and nonappealable.
7.2 EFFECT OF TERMINATION. In the event of the termination of this
Agreement as provided in Section 7.1, this Agreement shall become void and there
shall be no liability on the part of either Interpac-Nevada or Interpac-
Washington or their respective officers or directors. However, nothing in this
Section 7.2 shall relieve any party for any breach of this Agreement.
7.3 AMENDMENT. No amendment can be made to this Agreement after the
approval of the Agreement by the shareholders of Interpac-Washington.
8. MISCELLANEOUS.
8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations,
warranties, covenants and agreements by either party to this Agreement shall
survive the consummation of this Agreement.
8.2 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties with respect to the matters provided herein and supersedes
all prior agreements, whether oral or written, by any of the parties or by any
officer or representative of any party.
8.3 GOVERNING LAW. This Agreement shall be governed by the laws of
the State of Nevada.
8.4 SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and
inure to the benefit of the parties and their successors and assigns.
8.5 SEVERABILITY. The provisions of this Agreement are severable. If
any one or more provisions may be determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions, to the extent
enforceable, shall nevertheless be binding and enforceable.
Page 5-Asset Acquisition Agreement EXHIBIT 2.1
<PAGE>
8.6 NON-WAIVER. Failure by any party at any time to require
performance of the other party of the provisions of this Agreement shall in no
way affect any party's rights hereunder to enforce the same, nor shall any such
waiver by either party of any breach be held to be a waiver of any succeeding
breach or waiver of this clause.
8.7 ARBITRATION. Any controversy or claim arising out of, or related
to this Agreement, or the breach thereof, shall be settled by arbitration on
accordance with the rules of the American Arbitration Association, and judgment
upon the award rendered by the arbitrator or arbitrators may be entered in any
court having jurisdiction thereof.
8.8 ATTORNEYS' FEES. In the event the services of an attorney at law
are necessary to enforce any of the terms of this Agreement or to resolve any
disputes arising under this Agreement, the prevailing party shall be entitled to
recover its attorney's fees as determined by the appropriate trail or appellate
court.
8.9 COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
INTERPAC-NEVADA: INTERPAC-WASHINGTON:
Interpac International, Inc. Interpac International, Inc.
By:/s/ James McKenzie By :/s/ Ragnor Lovoll
Page 6-Asset Acquisition Agreement EXHIBIT 2.1
<PAGE>
ASSETS ACQUIRED
(1) All personal property and equipment used in the conduct of the business
(2) All fishing rights, if any, and all rights to purchase the hull and
equipment of the ship "F/V Prosperity", official number 556069 purchased from
Interwest Financial, Inc.
(3) The rights to all contracts and agreements, oral or written, between
Interpac-Washington and the following:
(A) all organizations involved in the raising and marketing of prawns
in the Phillippines.
(B) Qingdao Resources Committee for the Protection, Research and
Development of Ocean Resources concerning the supply of prawns.
(C) any persons or entities offering ships for sale, including
prints, specifications, and other information which are in the possession
or control of Interpac-Washington concerning said ships.
(D) all drawings or surveys in the possession or control of Interpac-
Washington concerning the acquisition and/or conversion of ships.
(E) all legal and financial documents concerning the establishment and
operation of a Philippine subsidiary corporation established by Interpac-
Washington.
(F) all accounts and notes receivable in the approximate amount of
$35,000.
EXHIBIT "A"
Page 7-Asset Acquisition Agreement EXHIBIT 2.1
<PAGE>
One or more natural persons of the age of 18 years or more may incorporate a
business corporation by signing, verifying, and delivering Articles of
Incorporation in duplicate to the Corporation Commissioner. The procedure for
the formation of business corporations is set forth in ORS 57.306 through
57.331. See ORS 57.311 for the content of Articles of Incorporation.
FILED
FILE NO. 164640 NOV 23 1982
ARTICLES OF INCORPORATION
The undersigned natural person(s) of the age of eighteen years or more,
acting as incorporators under the Oregon Business Corporation Act, adopt the
following Articles of Incorporation.
ARTICLE I The name of this corporation is AQUA TUNNEL, INC.
--------------------------------
and its duration shall be perpetual
-------------------------------------------------
ARTICLE II The purpose or purposes for which the corporation is organized are:
All activities authorized by law.
ARTICLE III The aggregate number of shares which the corporation shall have
authority to issue is:
500 of capitol stock without par value and which shall be all of
the same class.
ARTICLE IV The address of the initial registered office of the corporation is:
5319 SW Westgate Dr. Portland, OR 97221
- - --------------------------------------------------------------------------------
(Street and Number) (City and State) (Zip Code)
and the name of its initial registered agent at such address is James K. Belknap
-----------------
EXHIBIT 3 (i)
<PAGE>
ARTICLE V The number of directors constituting the initial board of the
corporation is one, and the names and address of the persons who are to serve as
directors until the first annual meeting of shareholders or until their
successors are elected and shall qualify are:
Name Address
---- -------
Homer Adams 2000 NE 259th St. Ridgefield, WA 98642
- - -------------------------------- ---------------------------------------------
ARTICLE VI The name and address of each incorporator is:
Name Address
---- -------
James K. Belknap 5319 SW Westgate Dr., Portland, OR 97221
- - -------------------------------- ---------------------------------------------
ARTICLE VII (Provisions for regulation of internal affairs of the corporation
as may be appropriate.)
This corporation shall not commence business under this name until
consideration of the value of $1,000.00 has been paid in for issuance of
its shares.
We the undersigned incorporators, declare under penalties of perjury that we
have examined the foregoing and to the best of our knowledge and belief, it is
true, correct and complete.
- - ----------------------------------- ------------------------------------
James K. Belknap
Dated November 22, 1982
-----------------------------
<PAGE>
FILED
FILE NO. 164640 MAR 11 1983
ARTICLES OF AMENDMENT OF
AQUA TUNNEL, INC.
Pursuant to ORS 57.360(1), a majority of the shareholders of the
corporation entitled to vote thereon adopt the following Articles of Amendment:
1. The name of the Corporation is Aqua Tunnel, Inc.
2. The amendments to the Articles of Incorporation are as
follows:
Article III of said Articles of Incorporation is amended to read in its
entirety:
"ARTICLE III
The aggregate number of shares of capital stock, which this Corporation
shall have authority to issue is: (1) 5,000,000 shares of common stock;
par value of $0.001 per share, having one vote per share; (2) 500,000
shares of non-voting preferred stock; par value $0.001 of per share,
issuable in series of such amount and having such dividend rates, rights
and conditions (including, conversion and call) as may be set from time to
time by the Board of Directors."
An Article VII is added which reads in its entirety as follows:
"ARTICLE VIII
No holder of shares of this Corporation, as such shall be entitled, as a
matter of preferential or preemptive rights to subscribe for or purchase
any stock of any class, any rights, warrants or options with respect
thereto, or any obligation or security convertible into or exchangeable for
any such stock or other security, which this Corporation may issue, sell,
assign or otherwise transfer, regardless of the consideration therefore,
and whether issued, sold, assigned or transferred out of unissued stock or
other securities or out of stock or other securities acquired by the
Corporation after the issue thereof."
3. Date of Adoption by shareholders: March 8, 1983.
4. Number of shares outstanding and number of shares
entitled to vote: 100 outstanding, 100 entitled to vote
<PAGE>
5. Number of shares voted for such amendment: 100
Number of shares voted against such amendment: -0-
6. The exchange, reclassification or cancellation shall be
effected as follows: each authorized and outstanding share of the common
stock of the Corporation be and hereby is, automatically converted into
10,000 shares of $0.001 par value common stock of the Corporation from
and after the date of the filing and upon submission by a shareholder of
the present certificate or certificates for shares of the common stock,
each such shareholder shall receive a new certificate for shares of the
common stock reflecting this conversion.
7. The amount of stated capital as changed is: $10,000.
IN WITNESS WHEREOF, the undersigned, being the President and
Secretary of Aqua Tunnel, Inc., declare under the penalties for
perjury that we have examined the foregoing and to the best of
our knowledge and belief, it is true, correct and complete.
- - --------------------------------------------------
Homer Adams, President
- - --------------------------------------------------
Paul Holt, Secretary
Dated: March 11, 1983.
<PAGE>
Submit the Original STATE OF OREGON FILED
And One True Copy CORPORATION DIVISION APR 30 1986
No Fee Required 158 12th Street NE
Salem, OR 97310
Registry Number:
ARTICLES OF AMENDMENT
164640-18 BY SHAREHOLDERS
- - -----------------
(If known)
PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK
1. Name of the corporation prior to amendment:
Aqua Tunnel, Inc. 93-0822159
--------------------------------------------------------------
2. State the article number(s) and set forth the article(s) as it is amended
to read. (Attach additional sheets, if necessary.)
Pursuant to resolution of majority shareholders, officers and directors at
corporate meeting held 3-13-86, the corporate name of Aqua Tunnel, Inc. is
hereby changed to Employers Capital Corporation.
3. The amendment was adopted on March 13, 1986. (If more than one
amendment was adopted, identify the date of adoption of each amendment.)
4. /X/ Shareholder action was required to adopt the amendment(s). The
shareholder vote was as follows:
- - --------------------------------------------------------------------------------
Class or Number of Number of Number of Number of
Series of Shares Votes Votes Cast votes Cast
Shares Outstanding Entitled to for Against
be Cast
- - --------------------------------------------------------------------------------
Common 2,000,000 2,000,000 Majority None
- - --------------------------------------------------------------------------------
5. Other provisions, if applicable (Attach additional sheets, if necessary).
Execution: -------------------------------- --------------------------
President Secretary
Person to contact about this filing: Arlen L. Smith (503)641-5572
---------------------------------------
Name Daytime Phone Number
Submit the original and a true copy to the Corporation Division, 158 12th Street
NE, Salem, Oregon 97310. There is no fee required. If you have questions,
please call (503) 378-4166.
<PAGE>
Submit the Original STATE OF OREGON FILED
And One True Copy CORPORATION DIVISION JUL 19 1988
No Fee Required 158 12th Street NE
Salem, OR 97310
Registry Number:
ARTICLES OF AMENDMENT
164640-18 BY DIRECTORS OR SHAREHOLDERS
- - -----------------
(If known)
PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK
1. Name of the corporation prior to amendment:
Employers Capital Corporation
-------------------------------------------------------
2. State the article number(s) and set forth the article(s) as it is amended
to read.
(Attach additional sheets, if necessary.)
Article #1: American Natural Foods Marketing, Inc.
Article #2: SIC #5960
Article #3: 50,000,000 Common NPV, 10,000,000 Preferred NPV
3. The amendment was adopted on April 29, 1988. (If more than one
amendment was adopted, identify the date of adoption of each amendment.)
4. /X/ Shareholder action was required to adopt the amendment(s). The
shareholder vote was as follows:
- - --------------------------------------------------------------------------------
Class or Number of Number of Number of Number of
Series of Shares Votes Votes Cast votes Cast
Shares Outstanding Entitled to for Against
be Cast
- - --------------------------------------------------------------------------------
Common 2,000,000 2,000,000 1,072,000 No
- - --------------------------------------------------------------------------------
5. Other provisions, if applicable (Attach additional sheets, if necessary).
Execution: James L. Barnard Pres.
---------------------------------------------------------------
Signature Printed Name Title
Person to contact about this filing: James L. Barnard (503)225-0374
----------------------------------------
Name Daytime Phone Number
Submit the original and a true copy to the Corporation Division, 158 12th Street
NE, Salem, Oregon 97310. There is no fee required. If you have questions,
please call (503) 378-4166.
<PAGE>
BYLAWS
OF
AMERICAN NATURAL FOODS MARKETING, INC.
ARTICLE I
OFFICES
The principal office of the corporation in the State of Oregon shall be
located at 9640 SW Sunshine Court, Suite G700, Beaverton, Oregon, 97005. The
corporation may have such other offices, either within or without the State of
Oregon, as the Board of Directors may designate or as the business of the
corporation may from time to time require.
The registered of office of the corporation required by the Oregon Business
Corporation Act to be maintained in the State of Oregon may be, but need not be,
identical with principal office in the State of Oregon, and the address of the
registered office may be changed from time to time by the Board of Directors.
ARTICLE II
SHAREHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of the shareholders shall
be held on First Monday in June at 9:30 AM, for the purpose of electing
directors and for the transactions of such other business as may come before
meeting. If the day fixed for the annual meeting shall be a legal holiday in
the State of Oregon, such meeting shall be held on the next succeeding business
day. Failure to hold the annual meeting at the designated time shall not work a
forfeiture or dissolution of the corporation.
Section 2. FAILURE TO HOLD ANNUAL MEETING. If the annual meeting is not
held at the designated time, the President or the Board of Directors may call
the annual meeting at a time fixed by them not more than sixty days after such
designated time by proper notice designating the meeting as the annual meeting.
If the annual meeting is not held at the designated time or during the sixty-day
period thereafter, the annual meeting may be called by the holders of not less
than one-tenth of all the shares entitled to vote at the meeting. In such
event, notice shall be given not more than fifteen days after the expiration of
such sixty-day period. Such notice shall fix the time of the meeting at the
earliest date permissible under the applicable notice requirements.
Section 3. SPECIAL MEETING. 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 of Directors, and shall be called by the President
at the request of the holders of not less than one-tenth of all the outstanding
shares of the corporation entitled to vote at the meeting.
PAGE 1- BYLAWS
EXHIBIT 3(ii)
<PAGE>
Section 4. PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of Oregon, as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
A waiver of notice signed by all shareholders entitled to vote to a meeting may
designate any place, either within or without the State of Oregon, as the place
for holding of such meeting. If no designation is made, or if a special meeting
is otherwise called, the place of meeting shall be at the principal office of
the corporation in the State of Oregon.
Section 5. NOTICE OF MEETING. Written notice stating the place, day and
hour of the meeting and, in case of special meeting the purpose or purposes for
which the meeting is called, shall be delivered not less than ten nor more than
fifty days before the date of the meeting, either personally or by mail, by
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder's address as
it appears on the stock transfer books of the corporation, with first class
postage paid.
Section 6. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or vote at any meeting
of shareholders or any adjournment of it, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the corporation may provide
that the stock transfer books shall be closed for a period but not to exceed, in
any case, fifty days. If the stock 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 stock 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 for more
than fifty days and, in case of a 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 stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of 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 of such meeting.
Section 7. VOTING LISTS. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, or any adjournment of it, arranged in
alphabetical order, with the address of the shareholders and the number of
shares held by each, which list, for a period of ten days prior to such meeting,
shall to kept on file at the registered office of the corporation and shall be
subject to inspection by any shareholder at any time during usual business
hours. Such list shall also 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. The original stock transfer book shall be prima
facie evidence as to who are the shareholders entitled to examine such list or
transfer books or to vote at any meeting of shareholders.
PAGE 2- BYLAWS
EXHIBIT 3(ii)
<PAGE>
Section 8. QUORUM. Unless otherwise provided in the corporation's
Article of Incorporation, a majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice
until a quorum is present or represented. At such adjourned meeting during
which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally notified. The
shareholders present at duly adjournment notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.
Section 9. PROXIES. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by the shareholders or by the
shareholder's duly authorized attorney in fact. Such proxy shall be filed with
the Secretary of the Corporation before or at 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 10. VOTING OF SHARES. Unless otherwise provided in the
corporation's Article of Incorporation, each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders.
The vote of the holders of a majority of the shares present and entitled to
vote at any duly organized meeting shall decide any question unless the vote of
a greater number shall be required by law or the Articles of Incorporation.
No cumulative voting for directors shall be permitted.
Section 11. VOTING OF SHARES BY CERTAIN HOLDERS. 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 of such corporation may determine.
Shares held by an administrator, executor, guardian of conservator may be
voted by such person, either in person or by proxy, without a transfer of such
shares into such person's name. Shares standing in the name of a trustee or
custodian may be voting by such person, either in person or by proxy, but no
trustee or custodian shall be entitled to vote shares held by such person
without a transfer of such shares into such person's 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 their transfer into the receiver's name if authority to so vote
is 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.
Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
Section 12. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
PAGE 3- BYLAWS
EXHIBIT 3(ii)
<PAGE>
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action to taken, shall be signed by all shareholders
entitled to vote with respect to the subject matter of the action.
ARTICLE III
BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by its Board of Directors.
Section 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be minimum of 1 and maximum of 7 as determined from time
to time by the Board of Directors. Each director shall hold office until the
next annual meeting of shareholders and until the director's successor shall
have been duly elected and qualified. Directors need not be residents of the
State of Washington or shareholders of the corporation.
Section 3. REGULAR MEETING. 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 Oregon, for the holding of additional regular meeting without other notice
than such resolution.
Section 4. SPECIAL MEETING. Special meetings of the Board of Directors
may be called by or at the request of the President or any director. The person
or persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State or Oregon, as the place for
holding any special meeting of the Board of Directors called by him, her or
them.
Section 5. TELEPHONE CONFERENCE MEETING. Any regular or special meeting
of the board may be by means of conference telephone or similar communications
equipment by means of which all person participating in the meeting can hear
each other. Participation in such a meeting shall constitute presence in person
at the meeting.
Section 6. NOTICE OF MEETING. Notice of any special meeting shall be
given at least 5 days prior to such meeting written notice delivered personally
or mailed to each director at the director's business address, or by telegram.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail so addressed, with first class postage paid. If notice is
given by telegram, such notice shall be deemed to be delivered when the telegram
is delivered to the telegraph company. Any director may waiver notice of
meeting. The attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
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 7. Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any
PAGE 4- BYLAWS
EXHIBIT 3(ii)
<PAGE>
meeting of the Board of Directors. If less than a majority is present at a
meeting, the director or directors present may adjourn the meeting from time to
time without further notice. The directors present at a duly adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum.
Section 8. MANNER OF ACTING. The act of the majority of the directors
presents at a meeting at which a quorum is present shall be the act of the Board
of Directors except as provided in Section 7 of this Article III and in Article
XI and Article XII.
Section 9. REMOVAL. All or any number of the directors may be removed,
with or without cause, by a vote of the majority of the shares then entitled to
vote at an election of directors, or at a special meeting of the shareholders
called for that purpose.
Section 10. 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, or by a sole remaining
director. A director elected to fill a vacancy shall be elected for the expired
term of the director's predecessor in office. Any directorship to be filled by
election at an annual meeting or at a special meeting of shareholders called for
that purpose unless otherwise provided in the Articles of Incorporation.
Section 11. COMPENSATION. By resolution of the Board of Directors, each
director may be paid the director's expense, if any, of attendance at each
meeting of the Board of Directors, and may be paid a stated salary as director
or 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 for such service.
Section 12. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any
corporation matter is taken shall be presumed to have assented to the action
taken unless the director's dissent shall be entered in the minutes of the
meeting or unless the director shall file his or her written dissent to the
action with the person acting as the Secretary of the meeting before the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of the action.
Section 13. ACTION WITHOUT A MEETING. Any action that may be taken at a
meeting of the directors may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all directors.
ARTICLE IV
OFFICERS
Section 1. NUMBER. The officers of the corporation shall be a President,
a President and/or General Manager, one or more Vice Presidents (the number to
be determined by the Board of Directors), a Secretary and a Treasurer, each of
whom shall be elected by the Board of Directors. Such other officers and
assistant officers and agents as may be deemed necessary may be elected or
appointed by the Board of Directors. Any two or more officers may be held by
the same person.
PAGE 5- BYLAWS
EXHIBIT 3(ii)
<PAGE>
Section 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of he shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as may be
convenient. Each officer shall hold office until his or her successor shall
have been duly elected and shall have qualified or until the officer's death or
until he or she shall resign or shall have been removed in the manner provided
in this Article IV.
Section 3. REMOVAL. Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best interests of the corporation would
be served by such removal, 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 itself create contract rights.
Section 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 5. PRESIDENT. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all the business and affairs
of the Corporation. The President shall, when present, preside at all meetings
of the shareholders and of the Board of Directors. The President may sign,
with the Secretary, Assistant Secretary or any other proper officer of the
corporation so authorized by the Board of Directors, certificates for shares of
the corporation. The President may also sign deeds, mortgages, bonds,
contracts, and/or other instruments which the Board of Directors has authorized
to be executed, except in cases where the signing and execution of any of the
same 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. The President shall, in general, perform
all duties incident to the office of the President and such other duties as may
be prescribed by the Board of Directors from time to time.
Section 6. VICE PRESIDENT. In the absence of the President or in the
event of the President's death, inability or refusal to act, the Vice President
(or in the event there is 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 perform the 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 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, the President and/or General Manager or the Board
of Directors.
Section 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 mailing
PAGE 6- BYLAWS
EXHIBIT 3(ii)
<PAGE>
address of each shareholder which shall be furnished to the Secretary by such
shareholder which shall be furnished to Secretary by such shareholder; (e)
sign, with 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 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 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 provision of Article VI 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. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his or her duties in such sum
and with such surety or sureties as the Board of Directors shall determine.
Section 9. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The Assistant
Secretaries, when authorized by the Board of Directors or the Bylaws, may sign,
with 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. The assistant Treasurers shall, respectively, if
required by the Board of Directors, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the Board of Directors shall
determine. The Assistant Secretaries and Assistant Treasurers shall, in
general, perform such duties as shall be assigned to them by the Secretary or
the Treasurer, respectively, or by the President or the Board of Directors.
Section 10. SALARIES. The salaries of the officers shall fixed from time
to time by the Board of Directors. No officer shall be prevented from receiving
such salary by reason of the fact that the officer is also a director of the
corporation.
ARTICLE V
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. CERTIFICATES FOR SHARES. Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of each person to whom shares (whether or not represented by
certificates) are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled. No new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and canceled, except that in case of a
PAGE 7- BYLAWS
EXHIBIT 3(ii)
<PAGE>
lost, destroyed or mutilated certificate, a new one may be issued for it upon
such terms and indemnity to the corporation as the Board of Directors may
prescribe.
Section 2. TRANSFER OF SHARES. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record of such shares or by his or legal representative, who shall furnish
proper evidence of authority to transfer, or by his or her attorney so
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, and or surrender for cancellation of any certificate for such
shares. The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be owner of such shares for all purposes.
Section 3. RESTRICTIONS ON TRANSFER. No securities of the corporation
and no certificate representing such securities shall be transferred:
(i) In violation of any law;
(ii) In violation of any restriction on such transfer set forth in
the Articles of Incorporation or amendments thereto; or
(iii) In violation of any restriction contained in any stock
purchase or buy-sell agreement, right of first refusal or buy, or
other agreement, which agreement has been filed with the corporation
and, if any certificates have been issued, reference to which
restriction is made on the certificates representing such securities.
The corporation shall not be bound by any restriction not so filed and
noted. The corporation and any party to any such agreement shall have
the right to have a restrictive legend imprinted on such
certificates, whether or not issued, and on any certificates issued in
replacement or exchange.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 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 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence 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 instance.
Section 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 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.
PAGE 8- BYLAWS
EXHIBIT 3(ii)
<PAGE>
Section 5. FACSIMILE SIGNATURES. Contracts and agreements of the
corporation, and endorsements, renewals and amendments of the same, may be
authenticated by facsimiles of the signature of a duly authorized officer of the
corporation in lieu of a signature of such officer. In event of such
authentication by facsimile signature, such contract or agreement shall be valid
only if countersigned by an agent or the corporation authorized to execute such
type of contract or agreement. The validity of any such contract or agreement
shall not be affected in the event that the delivery of such document occurs
after the officer whose signature appears by facsimile is no longer serving as
an officer of the corporation by reason of death or any other cause.
ARTICLE VII
INDEMNIFICATION
The corporation shall indemnify to the fullest extent not prohibited by law
any person who was or is a party or is threatened to be made a party to any
proceeding (as hereinafter defined) against all expenses (including attorney's
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by the person in connection with such proceeding.
ADVANCEMENT OF EXPENSES
Expenses incurred by a director of officer in defending a proceeding shall,
in all cases, be paid by the corporation in advance of the final disposition of
such proceeding at the written request of such person, if the person:
Furnishes the corporation a written affirmation of the person's good faith
belief that such person is entitled to be indemnified by the corporation under
this article or under any other indemnification rights granted by the
corporation to such person; and
Furnishes the corporation a written undertaking to repay such advances to
the extent it is ultimately determined by a court that such person is not
entitled to be indemnified by the corporation under this article or under any
other indemnification rights granted by the corporation to such person. Such
advances shall be made without regard to the person's ultimate entitlement to
indemnification under this article of otherwise.
DEFINITION OF PROCEEDINGS
The term "Proceeding" shall include any threatened, pending or completed
action, suit or proceeding, whether brought in the right of the corporation or
otherwise and whether of a civil, criminal, administrative or investigative
nature, in which a person may be or may have been involved as a party or
otherwise by reason of the fact that the person is or was a director of officer
of the corporation of a fiduciary within the meaning of the Employee Retirement
Income Security Act of 1974 with respect to any employee benefit plan of the
corporation, or is or was serving at the request of the corporation as a
director, officer or fiduciary of an employee benefit plan of another
corporation, partnership, joint venture, trust or other enterprise, whether or
not serving in such capacity at the time any liability or expense is incurred
for which indemnification or advancement of expenses can be provided under this
article.
PAGE 9- BYLAWS
EXHIBIT 3(ii)
<PAGE>
NON-EXCLUSIVITY AND CONTINUITY OF RIGHTS
The indemnification and entitlement to advancement of expenses provided by
this article shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under the articles of incorporation or any statute,
agreement, general or specific action of the board of directors, vote of stock
holders or otherwise, shall continue as to a person who has ceased to be a
director or officer, shall inure to the benefit of the heirs, executors, and
administrators of such a person and shall extend to all claims for
indemnification of advancement of expenses after the adoption of this article.
AMENDMENTS
Any repeal of this article shall only be prospective and no repeal or
modification hereof shall adversely affect the rights under this article in
effect at the time of the alleged occurrence of any action or omission to act
that is the cause of any proceeding.
DIRECTOR LIABILITY
No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for conduct as a director;
provided that this section shall not eliminate the liability of a director for
any act or omission for which sum elimination of liability is not permitted
under the Oregon Business Corporation Act. No amendment to the Oregon Business
Corporation Act that further limits the acts or omissions for which elimination
of liability is permitted shall affect the liability of a director for any act
or omission which occurs prior to the effective date of such amendment.
ARTICLE VIII
DIVIDENDS
The Board of Directors may, in the exercise of sound discretion, from time
to time declare, and the corporation may pay dividends on its outstanding share
in the manner and upon the terms and conditions provided by the laws of the
State of Oregon.
ARTICLE IX
SEAL
The Board of Directors may provide a corporation seal which shall be
circular in form and have inscribed on it the name of the corporation and the
state of incorporation and the word "Corporate Seal."
PAGE 10- BYLAWS
EXHIBIT 3(ii)
<PAGE>
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to given to any shareholder or director of
the corporation under the provisions of these Bylaws, under the provisions of
the Article of Incorporation or under the provisions of the Oregon Business
Corporation Act, a waiver of the notice in writing, signed by the person or
persons entitled to the notice, whether before or after the time stated in the
notice, shall be deemed equivalent to the giving of the notice.
ARTICLE XI
INTERESTED PARTIES
A director of the corporation shall not be disqualified by the director's
office from contracting with the corporation as vendor, purchaser or otherwise;
nor shall any contract or arrangement entered into by or on behalf of the
corporation in which any director is in any way interested be avoided on that
account, provided that such contract or arrangement shall have been approved or
ratified by a majority of the Board of Directors without counting in such
majority the director so interested, although such director may be counted
toward a quorum, or shall have been approved or ratified by all the affirmative
action of a majority in number of shares of the corporation, and the interest
shall have been disclosed or known to the approving or ratifying directors or
shareholders.
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new bylaws adopted by
the Board of Directors by a majority vote of the full board at any regular or
special meeting, subject to repeal or change by action of the shareholders.
ARTICLE XIII
EXECUTIVE COMMITTEE
Section 1. APPOINTMENT. The Board of Directors, by resolution adopted by
a majority of the full board, any designated two or more of its members to
constitute an Executive Committee. The designation of such committee and the
delegation to it of authority shall not operate to relieve the Board of
Directors, or any member of it, of any responsibility imposed by law.
Section 2. AUTHORITY. The Executive Committee, when the Board of
Directors is not in session, shall have and may exercise all the authority of
the Board of Directors except to the extent, if any, that such authority shall
be limited by 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, removing an member of
the Board of Director, adopting a plan or merger or consolidation, recommending
to the shareholders the sale, lease or other disposition of all or substantially
all of he property and assets of the corporation otherwise than in the usual and
regular course
PAGE 11- BYLAWS
EXHIBIT 3(ii)
<PAGE>
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 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 such member's designation and until the member's
successor is designated as a member of the Executive Committee and is duly
elected and qualified.
Section 4. MEETINGS. Regular meetings of the Executive Committee may be
held without notice at such times 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 of it upon not less that "2 days" 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, with first class postage paid. Any member of the Executive
Committee may waive notice of any meeting and no notice of any meeting need be
given to any member of it 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. Any regular or special meeting may be by means of telephone conference
under the conditions prescribed in Section 5 of Article III of these Bylaws.
Section 5. QUORUM. A majority of the members of the Executive Committee
shall constitute a quorum for the transaction of business at any meeting of it
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 6. ACTION WITHOUT A MEETING. Any action that may 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 members of
the Executive Committee.
Section 7. RESIGNATION 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 Executive Committee
may resign from the Executive Committee at any time by given written notice to
the President or Secretary of the Corporation, and unless otherwise specified in
the notice, the acceptance of such resignation shall not be necessary to make it
effective.
Section 8. VACANCIES. Any vacancy in the Executive Committee may be
filled by a resolution adopted by a majority of the full Board of Directors.
Section 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 at the next meeting of
Board of Directors.
Approved by the Board of Directors
Date:
--------------------
- - --------------------------------
Secretary of the Company
PAGE 12- BYLAWS
EXHIBIT 3(ii)
<PAGE>
EXHIBIT 4.1
AMERICAN NATURAL
FOODS MARKETING, INC.
NUMBER SHARES
Incorporated under the laws of the State of Oregon
CAPITALIZATION
50,000,000 Shares Common No Par Value
10,000,000 Shares Preferred No Par Value
THIS CERTIFIES THAT CUSIP 028607 20 8
SEE REVERSE FOR CERTAIN DEFINITIONS
SPECIMEN
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF THE CAPITAL STOCK
OF NO PAR VALUE SHARES OF
AMERICAN NATURAL FOODS MARKETING, INC.
transferable upon the books of the corporation upon surrender of this
certificate properly endorsed. This certificate is not valid until
countersigned by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Date:
AMERICAN NATURAL FOODS MARKETING, INC.
COUNTERSIGNED by
Transfer Agent and Registrar /s/ RAGNAR LOVOLL
---------------------------------------
Ragnar Lovoll President
/s/ JAMES MCKENZIE
- - ----------------------------------- ---------------------------------------
Authorized Officer James McKenzie Secretary
[cad 157]SEAL[cad 179]
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -as tenants in common UNIF GIFT MIN ACT Custodian
TEN ENT -as tenants by the entireties ----------------------
(Cust.) (Minor)
under Uniform Gifts
to Minors
JT TEN -as joint tenants with right
of survivorship and not as Act
tenants in common ----------------
(State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED HEREBY SELL, ASSIGN AND TRANSFER UNTO
-----------
Please insert social security or other
identifying number of assignee
- - ------------------------------
- - --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
- - --------------------------------------------------------------------------------
SHARES
- - --------------------------------------------------------------------------
OF THE CLASS B CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATION AND DO
HEREBY IRREVOCABLY CONSTITUTE AND APPOINT
ATTORNEY
- - ------------------------------------------------------------------------
TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN NAMED BANK WITH FULL POWER
OF SUBSTITUTION IN THE PREMISES.
DATED , 19
------------ ----
----------------------------------------
IN THE PRESENCE OF
- - ---------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT, OR ANY
CHANGE WHATEVER.
<PAGE>
COMMON STOCK PURCHASE WARRANT
CERTIFICATE
INTERPAC INTERNATIONAL, INC.
(A Washington Corporation)
This Warrant Certificate having 35,000 Warrants, each Warrant to purchase up to
one Share of Common Stock, No Par Value. This certifies that for value received
and subject to the provisions hereinafter set forth,
O.R. Thorson.
or registered assigns, is entitled to purchase at any time commencing on the
date 25 April 1996 at 3:00 p.m., Pacific Daylight Time for three years until the
date 25 April 1999 (the "Expiration Date"), from INTERPAC INTERNATIONAL, INC., a
Washington corporation, hereinafter called the "Company", 35,000 fully paid and
non-assessable shares of Common Stock of the Company (no par value), at a price
per share of 50/100 Dollars ($.50) (the "Exercise Price") payable in currency of
the United States of America. To the extent not exercised, this Warrant shall
become void and otherwise expire on the Expiration Date.
The Exercise Price and number of shares purchasable upon exercise of this
Warrant Certificate are subject to adjustment upon the occurrence of certain
events as set forth herein.
This Warrant Certificate may be exercised in whole or in part and, upon partial
exercise, there shall be issued to the holder hereof a new Warrant Certificate
representing the number of shares as to which this Warrant Certificate was not
exercised.
The holder of this Warrant Certificate, as such, has no rights as a shareholder
of the Company.
This Warrant Certificate is issued under and in accordance with the additional
provisions of this Warrant Certificate set forth hereinafter and such provisions
shall for all purposes have the same effect as though fully set forth on the
face hereof.
EXHIBIT 4.2
<PAGE>
This Warrant Certificate is not valid unless duly signed by authorized officers
of the Company.
Dated: 25 April 1996
INTERPAC INTERNATIONAL, INC.
By: James M. McKenzie, CFO
THIS WARRANT CERTIFICATE IS VOID AFTER THREE YEARS OF THE DATE HEREOF AT 3:00
P.M. PACIFIC DAYLIGHT TIME.
<PAGE>
INTERPAC INTERNATIONAL, INC.
COMMON STOCK PURCHASE WARRANT
Additional Provisions
1. EXERCISE PRICE. This Warrant shall entitle the holder hereof to purchase
the number of shares of the Company's Common Stock as specified on page one of
this Warrant, or any lesser integral number of shares, at a price per share of
50/100 dollars ($.50), subject to adjustment in price and number of shares as
provided hereafter.
2. ADJUSTMENT IN EXERCISE PRICE. The Exercise Price and/or the number of
shares into which this Warrant may be exercised are subject to adjustments upon
the occurrence of the following events:
a. The declaration of a dividend on Common Stock in shares of Capital Stock of
the Company, subdivisions, combinations and reclassifications of the Common
Stock of the Company;
b. The issuance to holders of Common Stock of the Company of any securities,
rights or warrants entitling them to purchase securities of the Company, or
evidences of indebtedness convertible into securities of the Company at prices
below the Exercise Price of the Warrant offered hereby;
c. A consolidation or merger with, or transfer of the Company's property as an
entirety or substantially as an entirety to any other corporation;
d. Any distribution of its assets to holders of its Common Stock as a
liquidation or partial liquidation dividend or by way of return of capital; or
e. Any other transaction that would ordinarily result in an adjustment to the
number of and/or type of securities and/or other property to be issued upon
exercise of a warrant.
No adjustment of the Exercise Price will be made until cumulative adjustments
amount to at least $0.25 per share. Fractional shares will not be issued upon
exercise, but a holder entitled to a fractional interest shall receive cash
equal to the fractional amount.
Upon the occurrence of an event requiring an adjustment of the Exercise Price or
number of shares which may be purchased upon exercise of this Warrant, the
Company shall forthwith give written notice thereof to the registered holder of
this Warrant stating the adjusted Exercise Price and/or the adjusted number of
shares of Common Stock purchasable upon the exercise hereof resulting from such
event and the method of calculation and facts upon which such calculation is
based. The Board of Directors of the Company shall have sole discretion as to
<PAGE>
when any adjustment shall be made as to the computation of such adjustment.
Notice pursuant to this paragraph shall be given by first class mail, postage
prepaid, addressed to the registered holder hereof at the address of such holder
as it appears in the records of the Company.
3. METHOD OF EXERCISE. This Warrant may be exercised by the holder hereof (but
only on the conditions herein set forth) as to the whole or any lesser number of
whole shares of Common Stock covered hereby upon surrender of this Warrant to
the Company at its principal offices or at such other address of which the
holder shall have been notified by the Company in writing, and upon payment to
the Company of the price herein above set forth for the shares so purchased. If
this Warrant is to be exercised in respect to less than all of the shares of
Common Stock covered hereby, covering the number of shares in respect to which
this Warrant shall not have been exercised.
4. AUTHORIZATION. This Warrant is a duly authorized Common Stock Purchase
Warrant evidencing the right to purchase shares of Common Stock of the Company.
5. RIGHTS OF THE HOLDER. All shares of Common Stock, no par value, issued upon
exercise of this Warrant shall be validly issued and outstanding and fully paid
and non-assessable.
Irrespective of the date of issue and delivery of certificates of any shares of
Common Stock issuable upon exercise of this Warrant, the person in whose name
any such certificate is issued shall, for all purposes, be deemed to have become
the holder of record of the shares represented thereby on the date on which this
Warrant was surrendered and payment of the Exercise Price was tendered, except
that, if the stock transfer books of the Company are closed on such date, the
person entitled to receive shares of Common Stock shall be constituted the
record holder of such shares as of the close of business on the next succeeding
date on which the stock transfer books are open. Each person holding shares
received upon exercise of this Warrant shall be entitled to receive only
dividends or distribution which are payable to holders of record on or after the
date on which such person became the holder the record of such shares.
6. TRANSFER RESTRICTED. Neither this Warrant nor the underlying shares of
Common Stock have been registered under the Securities Act of 1933, as amended,
in reliance upon an exemption from the registration requirements of the Act. Any
resale or transfer of this Warrant or the underlying Common Stock will be
subject to limitations under the Act and applicable state securities laws, and
the Company will not transfer this Warrant or the underlying Common Stock
without an opinion of counsel acceptable to the Company to the effect that the
Act and applicable state securities laws have been complied with.
<PAGE>
Under Washington law, the Shares and Warrants which have been registered under
WAC 460-1 7A-0 10 through WAC 460-1 7A-070, may become freely traded. The
Company will not allow for any transfer or trading of any Warrants until the
Company has registered such stock and warrants with the SEC.
NEITHER THIS WARRANT NOR THE UNDERLYING COMMON STOCK OF THE COMPANY HAVE BEEN
REGISTERED UNDER PROVISIONS OF THE SECURITIES ACT OF 1933. CONSEQUENTLY, THESE
SECURITIES MAY NOT BE TRANSFERRED WITHOUT COMPLIANCE WITH SUCH ACT AND WITH
APPLICABLE STATE SECURITIES LAWS.
The Warrant holder is under no obligation to exercise this Warrant.
7. WARRANT HOLDER NOT A SHAREHOLDER. The holder of this Warrant shall not be
entitled by reason of this Warrant to any rights whatsoever of a shareholder of
the Company until such time as the Warrant has been exercised.
8. RESERVATION OF SHARES. The Company will at all times reserve and keep
available out of its authorized and unissued shares, solely for issuance upon
the exercise of this Warrant and other similar warrants, such number of shares
of Common Stock and other shares as from time to time shall be issuable upon the
exercise of this Warrant and all other similar warrants at the time outstanding.
<PAGE>
PURCHASE FORM TO BE EXECUTED UPON EXERCISE OF WARRANT
To the Company:
The undersigned hereby exercises the right to purchase 35,000 shares of Common
Stock, evidenced by the within Warrant, according to the items and conditions
thereof, and herewith makes payment of the purchase price in full by tendering
cash in the amount of $17,500.00. The undersigned requests that certificates for
such shares be issued in the name set forth below:
DATED:
- - ---------------------------------------- ----------------------------------
NAME (Please Print) SIGNATURE SSN
- - ----------------------------------------
ADDRESS
If said number of shares shall not be the full amount purchasable under the
amount within the Warrant, the undersigned request that a new Warrant for the
unexercised portion shall be registered in the name of:
- - ---------------------------------------- ----------------------------------
NAME (Please Print) SIGNATURE SSN
- - ----------------------------------------
ADDRESS
- - ---------------------------------------- ----------------------------------
NAME (Please Print) SIGNATURE SSN
- - ----------------------------------------
ADDRESS
<PAGE>
P R E L I M IN A R Y A G R E E M E N T
This agreement is between:
- INTERPAC INTERNATIONAL, Inc.
division of American Natural Food Inc,
with offices at 9640 Sunshine Court, G - 700,
Beaverton, Oregon 97005, USA
and
a Vietnamese State owned company which belong to ----------
-----------------------------------------------------------
------------- Minh Hai, Socialist Republic of Vietnam.
PROJECT SUMMARY.
During the month of July 1996, Mr. Ragnar Lovoll, President of Interpac
Corporation, visited, together with representatives from ----------, privately
owned and operated prawn farms and hatcheries, and various processing plants
belonging to ----------. -------- purchase the product from the farmers for
processing, and sells the finished product.
Total farming area in the Province is in excess of 120,000 hectares and
Minh Hai Province operates 15 processing plants in different counties. Farming
technology is low density, where the farms are harvested up to 24 times per
year. The product is mostly wild prawns, that is trapped in the ponds. The
species are, what is commonly called, black tiger prawns, pink, and white, in
all sizes. The processing technology is manual, and conditions of the plants
varies from very low, to acceptable.
-------- are expressing a desire to increase productivity of the farms,
increase quality of finished product, stabilize prices, increase export value
and capture a larger share of the world marked, and will on a best effort base,
secure raw material for 20,000 (twenty thousands) metric tons of finished
product per year.
A. Interpac Corporation is ready, willing and able to work with ------ in
achieving these objectives, with a long term contractual cooperation, as well as
Temporary Marketing Program as described in paragraph 7.0.
1.0 First we will work to modernize current processing methods in the
processing plants at Ca Mau, Ho Phong, Ong Doc and Dam Doi. Including physical
plants layout, acquisition of modern processing equipment, including but
Exhibit 10.1
<PAGE>
not limited to modern refrigeration and ice making machinery, water purification
system, air conditioning, and stand by power machinery. Upon completion, each
plant shall meet health and sanitary requirements as specified by USDA, Japan's
MHW, and ISO 9000, or other countries standard for seafood processing. Each
plant shall have a technical capacity of 5000 (five thousands) tons of finished
product per year, assuming normal production mix and consistency in supply.
2.0 After and during the plant modernization, Interpac Corporation will assist
in design of harvesting methods and transportation of prawns from pond to
processing plant and refrigerated storage units.
2.1 Research, investigate and recommend to increase production from low density
to semi-density farming. Assist the high production farms with biological and
environmental control to maintain production levels and objectives.
2.2 Interpac will train production and management personnel in modern seafood
processing as this applies to prawn production. Establish quality control
standards and production norms as will be required by HACCAP or similar
requirements for seafood processing.
2.3 Update and train personnel with current processing technology and machinery
maintenance, as this become available.
2.4 Interpac will implement a high technology farming program from US highbred
tilapia, from hatchery to export of skinless and boneless fillets, either
separate or together with the prawn production.
3.0 Based on guarantee by Socialist Republic of Vietnam, Interpac will arrange
financing for the acquisition, purchase, installation and maintenance of
required processing equipment, including the training of local personnel for
long-term maintenance. Equipment purchases will be made by Interpac out of its
Revenue Share.
3.1 ------- and The Province of Minh Hai will provide the four processing
plant's facilities, labor, utilities, logistic support, government permits and
approval at the level required by Interpac. Including but not limited to
physical preparation of the plants as specified by Interpac and to be ready in a
timely manner for installation of the new equipment and production of export
quality product.
4.0 ------ is required by Vietnamese law to provide a feasibility study to
obtain the state guarantees as required for the equipment acquisition. Interpac
is willing to work with ------- to prepare the feasibility study, using the
information as ---- provides, cost and production data as supplied by the
equipment supplier, and marketing data by Interpac.
<PAGE>
Marketing and International Sale
5.0 Upon beginning of the program, it is agreed that all production from the
four plants will be exclusively for Interpac's customer and no other contract
processing shall take place.
5.1 Based on export clearance by The Socialist Republic of Vietnam, Interpac
arranges purchases of prawns by international buyer(s). Standard payments shall
be international letter of credit. Terms shall be industry standard. Interpac
shall seek the best world prices and contract conditions for the different
production forms, and encourage value added production to be done in Vietnam.
Any exception to this will be agreed on between ----- and Interpac i.e., if
it is in the best interest of the parties to introduce product to new buyer(s)
or marked(s) and then, for a shorter time, allow delayed payments until after
approval by authorities in the receiving country.
5.2 A separate marketing agreement shall be completed and cover areas as
reclamations, product liabilities and other issues as advertising and promotion,
that may be mutually beneficial, and make the program an international success.
An addendum to this preliminary agreement will clarify Interpac's intention
with sharing of revenue as payments for its services and return on its
investments. The addendum further clarifies Interpac's requirements before work
on the feasibility study can begin.
Estimated Industry Growth
6.0 Minh Hai Province is presently in the beginning stages of a prawn disease,
and the success of the industry, largely depends on how this is handled and
cured. Interpac have access to technology that are successfully used in China,
South America and Europe in combatting prawn and water carried diseases. Upon
completion of this agreement, Interpac will study the nature and spread of the
disease, and make recommendations to Minh Hai Province Department of Fisheries.
Should a cure be found, the industry production should be doubled within
the next five years, and be five times its present level at the duration of the
contract.
6.1 The proposed tilapia program will enhance the prawn production should the
prawn production continue to be successful. Should the prawn disease become
detrimental, Interpac and The Province of Minh Hai will accelerate the tilapia
production to between 30 and 40,000 (thirty to forty thousands) tons of
<PAGE>
tilapia fillets per year, and in that way compensate for losses the prawn
farming industry may suffer.
6.2 By implementation of Interpac's technology and sanitary requirements,
Interpac will promote Vietnamese seafood, as processed in world class factories,
and obtain stable contracts with premium prices, world wide.
7.0 Temporary Agreement.
Until start of the program, Interpac Corporation shall work with ----- and
market their product on a none exclusive base. Each contract and/or transaction
will be discussed and agreed on. The temporary marketing program shall be
economical beneficial for the parties, and promote mutual understanding.
Future projects.
Within 24 (twenty four) months or before, Interpac proposes to study and
evaluate improvements and production of other seafood, as squid, mid-water fish
and bottom fish. Any agreements for fish caught at sea, shall be covered under
separate agreements.
What Interpac Needs to begin the Project.
Interpac is ready, willing and able to provide the Deliverables according
to the schedule set forth in this agreement, upon receipt from Minh Hai Province
of:
1. A certified letter of Guarantee from a suitable authority of the
Socialist Republic of Vietnam guaranteeing payment, in form and substance
sufficient to permit Interpac's International bank(s) to issue loans in the
amount of up to US $ 10 (ten) million for financing the acquisition,
purchase, installation and maintenance of the required prawn processing and
plant equipment. All equipment will be paid for by Interpac's share of the
revenue for the first 5 (five) years. In no case, however, will equipment
payment exceed 12% (twelve percent) of total revenue.
2. A letter from The Province of Minh Hai stating that all requisite
permits or approvals are / or will be fulfilled, to allow implementation of this
project as described in this agreement.
3. ----- will obtain a letter, issued by The Socialist Republic of Vietnam
on behalf of Interpac, stating the maximum annual taxes for duration of the
contractual agreement. Should the tax structure become too high and deemed to
greatly diminish the economic incentives in the project, Interpac's Board of
Directors shall have right, either to renegotiate the contract or suspend the
agreement, even though it first may have been ratified.
<PAGE>
4. A duly signed Exclusive Marketing and Distribution Agreement granting
Interpac world-wide rights to sell the marine products.
On receipt of above-referenced items, Interpac will commence performance of
the activities listed above, which are referred to as "Deliverables" and which
will be described in detail in the definitive agreements we will enter into.
This agreement is made in English and in Vietnamese, which both are
identical and of equal value.
This agreement is signed and accepted, this 18th day of July 1996
----------------
By _____________________________________
-------------------------------, General Director.
and
INTERPAC INTERNATIONAL, Inc
By _____________________________________
Mr. RAGNAR LOVOLL, President.
<PAGE>
A D D E N D U M T O P R E L I M I N A R Y A G R E E M E N T.
Upon ratification by Interpac's Board of Directors and __________________ in The
Province of Minh Hai, within 30 days from the signing of the Preliminary
Agreement, shall this become a binding contract between the parties, and the
base for completion of the final agreements including the following:
A. The financial agreement.
B. An exclusive world-wide marketing agreement.
C. A technical support agreement.
D. A production and management agreement.
E. Starting the feasibility study, as specified in paragraph 4.0.
1.0 Duration of this agreement shall be 15 years. After which time Interpac
shall relinquish its interest to the benefit of the people of Vietnam and The
Province of Minh Hai.
2.0 For its investment and services, Interpac shall receive a revenue share.
Revenue shall be defined as gross sale, of prawn and tilapia products. Expenses
for ocean freight and/or cargo insurance, shall not be included in computation
of gross sale.
Subsequent to ratification, the parties will notify each other by fax to:
Interpac: USA 503 643 6129, and to ------ Vietnam -----------------------,
and in letters to the addresses above.
