1934 ACTS FORMS
UNITED STATES
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
POWER PHONE, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
DELAWARE 11 - 3251013
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1963 Fiftieth Street, Brooklyn, New York 11204
- --------------------------------------------------------------------------------
(Address of Principal's Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (718) 951-7653
Securities 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
N/A N/A
------------------- ------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
- --------------------------------------------------------------------------------
(Title of Class)
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TABLE OF CONTENTS
PAGE No.
--------
ITEM 1. Description of Business
General 2
History and Organization 2
Business 4
Marketing 5
Government Regulations 5
Employees 5
Backlog 5
Insurance 5
Competition 6
ITEM 2. Financial Information 6
Selected Financial Data 7
Management's Discussion and Analysis of Financial
Condition and Results of operations 8
Results of Operations 9
Liquidity and Capital Resources 9
ITEM 3. Properties 9
ITEM 4. Security Ownership of Certain Beneficial Owners and
Management 9
Principal Shareholders 9
ITEM 5. Directors and Executive Officers 11
Executive Officers and Directors 11
Board Meetings and Committees 12
ITEM 6. Executive Compensation 13
Summary of Compensation Table 13
ITEM 7. Certain Relationships and Related Transactions 13
ITEM 8. Legal Proceedings 14
ITEM 9. Market Price of and Dividends on the Registrant's Common
Equity and Related Stockholders Matters 14
Dilution and Absence of Dividends 16
Description of the Company's Securities 16
Common Stock 16
Preferred Stock 17
ITEM 10. Recent Sales of Unregistered Securities 17
ITEM 11. Description of Registrant's Securities to be Registered 18
Common Stock 18
ITEM 12. Indemnification of Directors and Officers 18
ITEM 13. Financial Statements and Supplemental Data 20
ITEM 14. Changes and Disagreements with Accountants on Accounting
and Financial Disclosure 21
ITEM 15. Financial Statements and Exhibits 21
15B.01 Articles of Incorporation 24
15B.02 By-Laws 72
15B.03 Certificate of Good Standing 82
15B.04 Agreement with 800 Power Phone, Inc. 83
15B.05 Agreement with R.T. Marketing, Inc. 84
15B.06 Agreement with Len Garon Enterprises, Inc. 87
15B.07 Audited Balance Sheet for Fiscal Year 1992 92
15B.08 Audited Balance Sheet for Fiscal Year 1993 96
15B.09 Audited Balance Sheet for Fiscal Year 1994 100
15B.10 Audited Balance Sheet for Fiscal Year 1995 104
15B.11 Unaudited Balance Sheet through Third Quarter 1996 112
15B.12 OCI Overlook Communications, Inc. Service Agreement 116
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ITEM 1. DESCRIPTION OF BUSINESS.
General
Power Phone, Inc. (the "Company") is engaged in the business of accepting
and processing purchase orders for products offered for sale by Direct Response
Advertisers, as well as the Company's own products, via radio/television and the
news media, using the exclusive, easy-to-remember, toll free telephone number
"800 POWER PHONE" (800-769-3774). The Company will derive its revenue from the
sale of its own inventory as well as from commissions paid by product providers
and/or advertisers for having processed their sales through its Call Center,
which the Company expects to establish shortly. In the interim, the Company
contracted OCI Overlook Communications, Inc. of Atlanta, Georgia, to service all
incoming calls on the 800 POWER PHONE number, at favorable prevailing rates.
Initially, the Company will encourage advertisers to use the 800 POWER PHONE
telephone number as a primary or alternate 800 number for consumers to call when
advertising their products. The Company formally commenced experimental business
operation on about December 1, 1995, with advertisers using its 800 POWER PHONE
number to place orders for their advertised products or information. It is
anticipated that full operation will formally commence on or about August 1,
1996.
History and Organization
The Company was incorporated under the name of David North & Associates,
Inc., an advertising agency, on June 5, 1967, under the laws of the State of New
York. The Company completed a public offering of 100,000 shares of common stock
in a Regulation A Registration, with net proceeds of approximately $270,000,
used to fund the Company's activities during the development stage of its
business. In 1983, the Company discontinued its advertising business, acquired
two subsidiaries, one providing ambulance and ambulette services, the other
supplying hospital equipment primarily to the private sector, and changed its
name to Abbey Medical Supply Corp. On May 27, 1983 changed its name to Abbey
Group, Inc. Since 1983, the Company halted all operations, transactions and
business, and remained inactive until management could consummate the
acquisition of an on-going business.
2
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Toward that end, management decided it was in the best interests of the
shareholders to give control of the Company to present management which has the
ability to bring "hard" assets and expertise in the telecommunications field to
the Company, in exchange for common and preferred stock, in order to commence
building a new business.
At a Special Meeting of Shareholders of the Company held on October 18,
1994, at which a quorum was present, the shareholders of the Company approved,
by more than 99% of the votes cast, a Plan of Reorganization. The Plan of
Reorganization consisted of (a) the reverse split of the common stock of the
Company, one for five and (b) an amendment to the Company's Certificate of
Incorporation to increase the number of shares of authorized common stock from
10,000,000 shares to 25,000,000 shares. After the effective date of the reverse
split on March 6th, 1995, there were 1,488,481 shares issued and outstanding,
owned by approximately 332 shareholders.
A Special Meeting of the Board of Directors was held on March 6th, 1995, to
elect new board members and to fill prior vacancies. Mr. Edwin Mendlinger and
Dr. Louis Birner, the only members of the Board of Directors, elected Messrs.
Noah Steinberg, Isaac Hager, and Joseph Salamon. Thereafter, Mr. Edwin
Mendlinger and Dr. Louis Birner resigned from the Board of Directors. The new
directors will serve until the next Annual Meeting of Shareholders.
The new Board of Directors then voted and approved, subject to shareholder
approval, to acquire specific assets partially owned by the new members of the
Board of Directors, in order to permit the Company to enter the
telecommunications field, and to amend the Company's Certificate of
Incorporation to authorize the creation of a preferred security, which will
empower the Board of Directors, without further shareholder approval, to issue
up to 10,000,000 shares of "blank check" preferred stock. June 16, 1995 was set
as the date of the Annual Meeting of Shareholders.
At the Annual Meeting of Shareholders held on June 16, 1995, the
Shareholders approved all of the aforementioned Directors' recommendations and
reelected the members of the Board of Directors and to change the corporate name
to Power Phone, Inc.
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On June 16, 1995, the Company acquired 800 Power Phone, Inc., as a wholly
owned subsidiary for 4,393,629 Common Shares.
On June 19, 1995, the Company acquired the exclusive rights to a universal
search software program titled "ASAP" from R.T. Marketing, Inc., a professional
commercial grade software producer, for eighty thousand (80,000) shares of
Series A Redeemable Convertible Preferred Stock. The Company plans to market the
software package.
On June 21, 1995, the Company acquired from Len Garon Enterprises, Inc., at
direct wholesale distributor prices, $2,000,000 of original artwork, limited
edition and hand colored enhanced prints and lithographs, for eighty thousand
(80,000) shares of Series A redeemable convertible preferred stock.
On June 28, 1995 the corporate name was changed to Power Phone, Inc.
Business
The Company has acquired 800 Power Phone, Inc., as a wholly owned
subsidiary, which will be engaged in the business of telecommunications
fulfillment, accepting and processing purchase orders for products offered for
sale by Direct Response Advertisers, as well as the Company's own products, via
radio/television and the news media, using the exclusive, easy-to-remember, toll
free telephone number "800 POWER PHONE" (800-769-3774). The Company will derive
its revenue from the sale of its own inventory as well as from commissions paid
by product providers and/or advertisers for processing their sales through its
Call Center, which the Company expects to establish shortly. The Company will
encourage advertisers to use the 800 POWER PHONE telephone number as the primary
or alternate 800 number for consumers to call when advertising their products.
The Company formally commenced experimental business operation on about December
1, 1995, with advertisers using its 800 POWER PHONE number to place orders for
their advertised products or information. It is anticipated that full operations
will formally commence on or about August 1, 1996.
4
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Marketing
The Company formally commenced experimental business operations on about
December 1, 1995, with advertisers using the 800 POWER PHONE number for
consumers to place orders for their advertised products or information. It is
anticipated that full operation will formally commence on or about August 1,
1996. Immediately thereafter the Company will start advertising its own product
lines, using the same 800 POWER PHONE number.
Government Regulations
Radio and television broadcasting and telephone services are regulated by
various local, state and federal government agencies. The Company believes that
its proposed business and future expansion plans meet all the parameters of the
aforementioned regulatory bodies.
Employees
The Company presently employs three (3) officers, and utilizes full-time
and part-time consultants on an as-needed basis. Likewise, the Company will
engage approximately three to five office personnel as needed. None of the
Company's employees are represented by a labor union, and the Company believes
its relations with its employees are satisfactory.
Backlog
The present stage of the Company's business does not involve any backlog.
Insurance
The Company maintains or will maintain general liability and worker's
compensation insurance which covers injury to employees.
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Competition
The Company will be in direct competition with many entities in the
telecommunications and sales promotion fields. All of these entities, in most
instances, have vastly greater resources than the Company. The Company believes
by being first to offer easy to remember toll free telephone numbers it will be
able to effectively compete in the sales market field.
ITEM 2. FINANCIAL INFORMATION
The selected financial data presented on the following table for, and as of
the end of, each of the years or periods are derived from the financial
statements of the Company, for the periods ended June 30, 1991, 1992, 1993,
1994, and 1995. The financial statements for the years 1991 through 1994 were
audited by David Suss, Certified Public Accountant, and the June 30, 1995
Statement by Michael, Adest & Blumenkrantz, Certified Public Accountants.
The selected financial data should be read in conjunction with the
accompanying consolidated financial statements of the Company and the notes
thereto and "MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS."
6
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SELECTED FINANCIAL DATA
Power Phone, Power Phone,
Inc. Inc. Abbey Group, Abbey Group,
3rd Quarter Year to Inc. Inc.
to March 31, June 30, Year to Year to
1996 1995 June 30, 1994 June 30, 1993
Income
Statement
Data:
Revenues $ -0- $ -0- $ -0- $ -0-
----------- ----------- ----------- -----------
Total
operating
expenses $ 75,307 37,590 14,663 9,700
----------- ----------- ----------- -----------
Net income
(loss) $ (75,307) (37,590) (14,663) (9,700)
=========== =========== =========== ===========
Income (loss)
per common
share $ (0.010) $ (0.005) $ -0- $ -0-
=========== =========== =========== ===========
Weighted
average of
shares
outstanding 7,421,818 7,081,818 7,440,904* 7,440,904*
Balance
Sheet Data:
Working
capital
(deficit) 4,140,788 4,212,695 (29,396) (14,733)
Total assets 4,236,425 4,220,525 (29,396) (14,733)
Retained
earnings
(deficit) (669,062) (593,755) (556,165) (541,502)
Shareholders'
Equity 4,140,788 4,212,695 (29,396) (14,733)
* Before reverse split 1 for 5
7
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company has not had active business operations or significant revenue
since the Company became dormant in 1983. Since the adoption of the Plan of
Reorganization, the Company has taken certain steps in the telecommunications
field which will allow the Company to commence active operations in its new
business on or about August 1, 1996. The Company commenced experimental
operations on about December 1, 1995, with advertisers using its 800 POWER PHONE
number for consumers to place orders for their advertised products or
information. The Company engaged an independent operating Call Center on a
contractual basis and will require $10,000 for general, administrative and
selling expenses. Thereafter, for the following 12 months, the Company will
require a minimum of $300,000 payable for the operation of the Call Center,
$200,000 for general, administrative and selling expenses, and approximately
$20,000 for interest payments on short-term loans the Company may require to
bridge cash flow; a total of $530,000. The cash flow required for the
expenditures take into account that the officers and directors of the Company
have agreed to serve until June 30, 1995 without compensation, and thereafter,
for the following twelve (12) months, will accept common stock of the Company in
lieu of payments in cash.
In order for the Company to meet its operating budget for the 14 months
ended August 1, 1997 (break-even), the Company must generate $530,000 of
revenues from operations. The Company will be capable of handling additional
revenue of up to $5,000,000 which may translate into as much as ninety percent
(90%) gross profits without an increase in costs.
In addition to the Company's core business of operating a Call Center, the
Company will be actively engaged in Direct Response Sales through its ownership
and consignment of products for sale. Revenue from these activities is difficult
to estimate at this time.
8
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Results of Operations:
During the fiscal year ended June 30, 1995, the Company incurred a net loss
of $37,590 as compared to a net loss of $14,663 for the year ended June 30,
1994. Expenses in fiscal 1995 related primarily to miscellaneous financing fees
and accounting fees. During fiscal 1993 expenses related primarily to services
rendered and out-of-pocket expenses in the amount of $9,700.
During the three quarters ending March 31, 1996, the company incurred a net
loss of $80,391, relating primarily to operational start up costs.
Liquidity and Capital Resources:
The Company will require $530,000, of which $500,000 will be obtained from
lenders or investors, which the Company believes to be sufficient for operating
the Company's core business for the next fourteen months through August 1, 1997.
The Company does not have any firm commitments for the funds but believes that
it will be able to obtain funds as required.
ITEM 3. PROPERTIES
The Company presently occupies office space located at 1963 Fiftieth
Street, Brooklyn, New York 11204, for which it does not have to pay rent.
Shortly, the Company expects to lease office space of approximately 2,000 square
feet, for an estimated annual rent of approximately $40,000.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Principal Shareholders
The table below sets forth information as to each person owning of record or who
was known by the Company was to own beneficially more than 5% of the 7,421,810
shares of issued and outstanding Common Stock of the
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Company as of March 31, 1995, and information as to the ownership of the
Company's Common Stock by each of its directors and executive officers and by
the directors and executive officers as a group. Except as otherwise indicated,
all shares are owned directly, and the persons named in the table have sole
voting and investment power with respect to shares shown as beneficially owned
by them.
Name and Address Number of
of Beneficial Owner Shares Owned Percent
- --------------------------------------------------------------------------------
Noah Steinberg, Esq. 1,100,000 15.5%
(Director, Chief Executive
Officer, and President)
1963 Fiftieth Street
Brooklyn, NY 11204
Isaac Hager 125,000 1.8%
(Director and Vice President)
808 Beverly Road
Brooklyn, NY 11218
Joseph Salamon
(Director, Secretary and Treasurer) 125,000 1.8%
1447 56th Street
Brooklyn, NY 11219
All directors and officers 1,350,000 19.1%
as a group
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ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
Executive Officers and Directors
The following table sets forth the name, age, and position of each
executive officer and director of the Company:
NAME AGE OFFICE SINCE
Noah Steinberg, Esq. 42 President, CEO, March 6, 1995
Director
Isaac Hager 67 Vice President, March 6, 1995
Director
Joseph Salamon 44 Secretary, Treasurer, March 6, 1995
Director
All the directors were elected to the Board of Directors for the first time
at the Special Meeting of Directors on March 6, 1995. The directors were
subsequently reelected at the annual Shareholders meeting of June 16, 1995. The
term of office for each director is one year or until his successor is elected
and qualified at the next Company's annual meeting of shareholders.
Following is a brief account of the business experience during the past
five years of each director and officer.
Noah Steinberg, Esq. has been a practicing attorney since 1979,
specializing in business and corporate law. Mr. Steinberg is also the Chairman
of Lev Avos, an organization under the auspices of and funded by an agency of
the United States Government, dealing in Eastern European governmental and
civilian relationships. Prior to 1979, Mr. Steinberg was associated with the
United States Attorney's Office for the Southern District of New York. He earned
his Juris Doctor degree at Brooklyn Law School, and a Bachelor of Science in
Accounting at Brooklyn College. Mr. Steinberg is married.
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Isaac Hager is the Chief Executive Officer of Hager Distributors, Inc.,
which was founded by members of his family in 1957. Hager Distributors, Inc.
distributes popular musical records and cassettes, some of which are recorded by
Hager Distributors, Inc., domestically and in the international market. Mr.
Hager is married.
Joseph Salamon, since 1985, has been the Chief Executive Officer of Joseph
Distributors, Inc., a wholesale distributor of electronic business equipment to
more than 600 major accounts in the Northeast United States. From 1974 to 1985,
Mr. Salamon was the New York City Fiscal Officer for Cornell University,
directing and overseeing the financial management of all New York City
operations. From 1971 to 1974, Mr. Salamon was financial officer for New York
University, overseeing all grants and special projects. Mr. Salamon is a member
of Epsilon Sigma Phi, Mensa, American Accounting Association, American
Association of Government Accounts, etc.. Mr. Salamon was appointed to the
United States Congressional Advisory Board in 1981, and has been listed in the
Who's Who in America since 1981. Mr. Salamon earned a Bachelor of Arts at
RAC/Brooklyn College, and numerous Professional Certificates of Institutional
Finance. Mr. Salamon is married.
Board Meetings and Committees
Directors who are employees of the Company receive no compensation for
services as directors.
The Company plans to establish an Audit Committee and a Compensation
Committee, each of which shall consist of two directors.
The Audit Committee will review with the Company's independent accountants,
the scope and timing of the accountants' audit services and any other services
they are asked to perform, their report on the Company's financial statements
following completion of their audit and the Company's policies and procedures
with respect to internal accounting and financial controls. In addition, the
Audit Committee will be asked to make annual recommendations to the Board of
Directors for the appointment of independent public accountants for the ensuing
year.
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The Compensation Committee will review and recommend to the Board of
Directors the compensation and benefits of all officers and key employees of the
company, and review general policy matters relating to compensation and benefits
of employees of the Company.
ITEM 6. EXECUTIVE COMPENSATION
Summary of Compensation Table
Name and Principal Position Annual Compensation
- --------------------------------------------------------------------------------
Noah Steinberg, Esq. $50,000
President, Chief Executive Officer and Director
Isaac Hager $25,000
Vice President and Director
Joseph Salamon $25,000
Secretary, Treasurer and Director
All the directors and officers served without compensation until June 30,
1995. The directors and officers have agreed to accept, at the option of the
Company, part or all of their compensation for the period ending MAY 31st, 1996,
in Common Stock of the Company.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On June 16, 1995 the Company acquired 800 Power Phone, Inc. The
shareholders of 800 Power Phone, Inc. included Messrs. Steinberg, Hager, and
Salamon. The acquisition was for 4,393,629 Common Shares.
On June 19, 1995, the Company acquired the exclusive rights to a universal
search software program titled "ASAP" from R.T. Marketing, Inc., a professional
commercial grade software producer, for eighty thousand (80,000) shares of
Series A Redeemable Convertible Preferred Stock. The Company plans to market the
software package.
13
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On June 21, 1995, the Company acquired from Len Garon Enterprises, Inc., at
direct wholesale distributor prices, $2,000,000 of original artwork, limited
edition and hand colored enhanced prints and lithographs, for eighty thousand
(80,000) shares of Series A redeemable convertible preferred stock.
All of the Common Shares and Series A Preferred stock had been acquired by
the respective parties as "Restricted Shares" as such term is used in Rule 144,
promulgated under the Securities Act of 1933, as amended.
ITEM 8. LEGAL PROCEEDINGS
The Company is not involved in any threatened or pending legal proceeding
nor is it aware of any threatened or pending legal proceeding.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
The Company's common stock trades on the National Association of Security
Dealers Automated Over the Counter (OTC) Market Bulletin Board, under the
trading symbol of "PWPH". The following table sets forth the high and low bid
quotation for the common stock as reported by various Bulletin Board market
makers. The quotations do not reflect adjustments for retail mark-ups,
mark-downs, or commissions and may not necessarily represent actual
transactions. Prior to June 30, 1993, the Company's common stock traded rarely
with a bid price of $0.00 and ask price of $0.125. The following table sets
forth the bid price per share prior to the reverse split of the common shares on
October 18, 1994:
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First Quarter Low Bid High Bid
- ------------- ------- --------
Through September 30, 1993 No Bid (Offered at $0.125)
Second Quarter Low Bid High Bid
- -------------- ------- --------
Through December 31, 1993 No Bid (Offered at $0.125)
Third Quarter Low Bid High Bid
- ------------- ------- --------
Through March 30, 1994 No Bid (Offered at $0.125)
Fourth Quarter Low Bid High Bid
- -------------- ------- --------
Through June 30, 1994 $0.125 $0.125
First Quarter Low Bid High Bid
- ------------- ------- --------
Through September 30, 1994 $0.250 $0.3125
After Reverse Split of Common Stock
Second Quarter Low Bid High Bid
- -------------- ------- --------
Through December 31, 1994 $0.250 $0.250
Third Quarter Low Bid High Bid
- ------------- ------- --------
Through March 30,1995 $0.250 $0.250
Fourth Quarter Low Bid High Bid
- -------------- ------- --------
Through June 30, 1995 $1.500 $2.000
First Quarter Low Bid High Bid
- ------------- ------- --------
Through September 30, 1995 $0.5625 $0.625
Second Quarter Low Bid High Bid
- -------------- ------- --------
Through December 31, 1995 $0.250 $0.500
Third Quarter Low Bid High Bid
- -------------- ------- --------
Through March 31, 1996 $1.750 $1.875
On May 28, 1996 the last reported sales price for the common stock was
$1.375.
On March 31, 1996, the Company had approximately 680 shareholders.
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Dilution and Absence of Dividends
The Company has not paid any cash dividends on its common or preferred
stock and does not anticipate paying any such cash dividends in the foreseeable
future. Earnings, if any, will be retained to finance future growth. The Company
may issue shares of its common stock and preferred stock in private or public
offerings to obtain financing, capital, or to acquire other businesses that can
improve the performance and growth of the Company. Issuance and or the sale of
substantial amounts of common stock could adversely affect prevailing market
prices in the Common Stock of the Company.
Description of the Company's Securities
The authorized capital stock of the Company consists of 25,000,000 shares,
$0.01 par value ("Common Stock"), of which 7,421,810 shares are issued and
outstanding as at March 31, 1996.
The authorized capital preferred stock consists of 10,000,000 shares of
which 160,000 Series A Redeemable Convertible shares are outstanding as at March
31, 1996.
The Series A Preferred Stock is convertible at any time in whole or in part
into ten (10) common shares par value $0.01 per share of the Company and pays an
annual dividend of $2.00 (semi-annually). At the option of the Company, the
dividend may be paid in common stock of the Company. The price per share shall
be fixed by the mean trading price of the common stock in the OTC market thirty
(30) days prior to the due date of the dividend. The preferred shares are
callable by the Company for redemption at any time at a redemption price of
$25.00 per share plus accrued interest.
Common Stock
The holders of Common Stock are entitled to one vote per share for the
election of directors and all other purposes and do not have cumulative voting
rights. The holders of Common Stock are entitled to receive dividends when, as,
and if declared by the Board of Directors, and, in
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the event of the liquidation by the Company, to receive pro-rata, all assets
remaining after payment of debts and expenses and liquidation of the preferred
stock. Holders of the Common Stock do not have any pre-emptive or other right to
subscribe for or purchase additional shares of capital stock. All the
outstanding shares of Common Stock are fully paid non-assessable.
Preferred Stock
The Board of Directors of the Company (without further action by the
shareholders) has the option to issue from time to time authorized but unissued
shares of Preferred Stock and to fix and determine the terms, limitations,
residual rights and preferences of such shares ("Blank Check Preferred"). When
any shares of Preferred Stock are issued, certain rights of the holders of
Preferred Stock may affect the rights of the holders of the Common Stock. Among
other things, in addition to any other powers conferred in the Preferred Stock,
holders of the Preferred Stock will have, under the Delaware General Corporation
Law ("DGCL"), the right to vote as a class on any increases, decreases, or
change in the rights of the Preferred Stock. The affirmative vote of at least a
majority of the outstanding shares of Preferred Stock will be required for
approval of any such increases, decreases, or change. The authority of the Board
of Directors to issue shares of Preferred Stock with characteristics which it
determines (such as preferential voting, conversion redemption and liquidation
rights) may have a deterrent effect on persons who might wish to make a takeover
bid to purchase shares of the Company at a price which might be attractive to
its shareholders. However, the Board of Directors must fulfill its fiduciary
obligation to the Company and its shareholders in evaluating any takeover bid.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
No sale of stock other than stock distributions described in Item 1 and
Item 7 above.
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ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED
Common Stock
The authorized capital stock of the Company consists of 25,000,000 shares,
$0.01 par value ("Common Stock"), of which 7,421,810 shares are issued and
outstanding as of March 31, 1996.
The holders of Common Stock are entitled to one vote per share for the
election of directors and all other purposes and do not have cumulative voting
rights. The holders of Common Stock are entitled to receive dividends when, as,
and if declared by the Board of Directors, and, in the event of the liquidation
by the Company, to receive pro-rata all assets remaining after payment of debts
and expenses and liquidation of the preferred stock. Holders of the Common Stock
do not have any pre-emptive or other right to subscribe for or purchase
additional shares of capital stock, no conversion rights, redemption or
sinking-fund provisions. In the event of dissolution, whether voluntary or
involuntary, of the Company, each share of the common stock is entitled to share
ratably in the assets available for distribution to holders of the equity
securities of the Company after satisfaction of all liabilities. All the
outstanding shares of Common Stock are fully paid non-assessable.
The Transfer Agent for the Company is Manhattan Transfer and Registrar
Company of Lake Ronkonkoma, New York.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As a Delaware corporation, the Company is bound by Section 145 of the
General Corporation Law of Delaware which allows the indemnification of
officers, directors employees or agents of the Company against liabilities and
expenses arising out of actions brought by a third party, provided that the
Board of Directors determines that such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to a criminal matter, had no reasonable cause to
believe his conduct was unlawful. Such law also permits indemnification against
expenses in
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actions brought by a shareholder on behalf of a corporation or by the
corporation itself if the standards of conduct required for indemnification in
third party actions are met, and either (i) such person was not adjudged liable
to the corporation, or (ii) the Delaware Chancery Court or other court in which
the action was brought determines that such person is fairly and reasonably
entitled to be indemnified. The Company may make advances for expenses incurred
in defending a suit upon the receipt of an undertaking by an officer, director,
employee or agent to repay such amount if it is ultimately determined that such
person is not entitled to be indemnified.
The Company's Certificate of Incorporation provides that directors and
officers of the Company are indemnified to the fullest extent permitted by law
and states that no director or officer shall have any personal liability to the
Company or its stockholders for any monetary damages for breach of fiduciary
duty as a director except for liability resulting from (i) breach of the duty of
loyalty to the Company or its stockholders, (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of Delaware corporation law (relating to unlawful
dividends or redemptions), or (iv) for any transaction from which such director
or officer derived an improper personal benefit. The indemnification is against
all expenses arising from the lawsuit or action unless the director or officer
is finally adjudged to be liable for gross negligence, recklessness or willful
misconduct in the performance of his duty to the Company (unless the Delaware
Chancery Court determines that in view of the circumstances of the case, the
person is entitled to indemnity as determined by the court). Expenses are paid
or reimbursed as incurred in advance of final disposition upon receipt of an
unsecured contractual written undertaking that such amount must be repaid if it
is determined that the person is not entitled to the indemnity.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers, or persons controlling the registrant pursuant to the foregoing
provisions, the registrant 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 and is, therefore, unenforceable.
19
<PAGE>
The Company does not currently maintain any directors' or officers'
liability insurance but intends to maintain such insurance in the future.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
See ITEM 15B for listing of financial statements and exhibits herein, which
include:
1. Audited Financial Statements consisting of the Company's balance sheet
as of June 30, 1992, the end of its last fiscal year, and related statements of
income, cash flow, and changes in stockholder equity for the year ended June 30,
1992, as audited by David Suss, Certified Public Account, along with its report
thereon.
2. Audited Financial Statements consisting of the Company's balance sheet
as of June 30, 1993, the end of its last fiscal year, and related statements of
income, cash flow, and changes in stockholder equity for the year ended June 30,
1992, as audited by David Suss, Certified Public Account, along with its report
thereon.
3. Audited Financial Statements consisting of the Company's balance sheet
as of June 30, 1994, the end of its last fiscal year, and related statements of
income, cash flow, and changes in stockholder equity for the year ended June 30,
1994, as audited by David Suss, Certified Public Account, along with its report
thereon.
4. Audited Financial Statements consisting of the Company's balance sheet
as of June 30, 1995, the end of its last fiscal year, and related statements of
income, cash flow, and changes in stockholder equity for the year ended June 30,
1995, as audited by Michael, Adest & Blumenkrantz, Certified Public Accounts,
P.C., along with their report thereon.
5. Unaudited interim financial statements consisting of a Balance Sheet as
of March 31, 1996, the last day of the Company's most recent past fiscal quarter
(Third Quarter 1995/1996) and related statements of income, cash flow, and
changes in stockholder equity for the Company's respective Third Quarter,
1995/1996.
20
<PAGE>
ITEM 14. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
A. The following is a list of each financial statement filed under ITEM 13
of this registration statement:
1. Audited Financial Statements consisting of the Company's balance sheet
as of June 30, 1992, the end of its last fiscal year, and related statements of
income, cash flow, and changes in stockholder equity for the year ended June 30,
1992, as audited by David Suss, Certified Public Account, along with its report
thereon.
2. Audited Financial Statements consisting of the Company's balance sheet
as of June 30, 1993, the end of its last fiscal year, and related statements of
income, cash flow, and changes in stockholder equity for the year ended June 30,
1992, as audited by David Suss, Certified Public Account, along with its report
thereon.
3. Audited Financial Statements consisting of the Company's balance sheet
as of June 30, 1994, the end of its last fiscal year, and related statements of
income, cash flow, and changes in stockholder equity for the year ended June 30,
1994, as audited by David Suss, Certified Public Account, along with its report
thereon.
4. Audited Financial Statements consisting of the Company's balance sheet
as of June 30, 1995, the end of its last fiscal year, and related statements of
income, cash flow, and changes in stockholder equity for the year ended June 30,
1995, as audited by Michael, Adest & Blumenkrantz, Certified Public Accounts,
P.C., along with their report thereon.
21
<PAGE>
5. Unaudited interim financial statements consisting of a Balance Sheet as
of March 31, 1996, the last day of the Company's most recent past fiscal quarter
(Third Quarter 1995/1996) and related statements of income, cash flow, and
changes in stockholder equity for the Company's respective Third Quarter,
1995/1996.
B. Index of Exhibits:
The following exhibits are included as part of this report:
ITEM 15B. EXHIBITS AND SEC REFERENCE NUMBERS
Number Title of Document Location
- --------------------------------------------------------------------------------
Index of Exhibits:
15B.01 Articles of Incorporation
15B.02 By-Laws
15B.03 Certificate of Good Standing
15B.04 Agreement between 800 Power Phone, Inc.
and Power Phone, Inc.
15B.05 Agreement between R.T. Marketing, Inc.
and Power Phone, Inc.
15B.06 Agreement between Len Garon Enterprises, Inc.
and Power Phone, Inc.
15B.07 Audited Balance Sheet for Fiscal Year 1992
as at June 30, 1992
15B.08 Audited Balance Sheet for Fiscal Year 1993
as at June 30, 1993
15B.09 Audited Balance Sheet for Fiscal Year 1994
as at June 30, 1994
15B.10 Audited Balance Sheet for Fiscal Year 1995
as at June 30, 1995
15B.11 Unaudited Balance Sheet through Third Quarter
of Fiscal Year 1996 as at March 31, 1996
15B.12 Service Agreement between OCI Overlook Communications,
Inc. and Power Phone, Inc.
22
<PAGE>
SIGNATURES
In accordance with section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this Report on Form 10-K to be signed on its behalf
by the undersigned, thereto duly authorized individual.
Date: May 29, 1996
POWER PHONE, INC.
By /s/ Noah Steinberg
-----------------------------
Noah Steinberg, Esq.
President, Chief
Executive Officer,
Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated on this 19th day
of April, 1996.
Name Title Date
- --------------------------------------------------------------------------------
/s/ Noah Steinberg President, Chief May 29, 1996
- ---------------------- Executive Officer,
Noah Steinberg, Esq. Director
/s/ Isaac Hager Vice President, May 29, 1996
- ---------------------- Director
Isaac Hager
/s/ Joseph Salamon Secretary, May 29, 1996
- ---------------------- Treasurer,
Joseph Salamon Director
23
CERTIFICATE OF INCORPORATION
of
DAVID NORTH & ASSOCIATES, INC.
Under Section 402 of the Business Corporation Law
The undersigned, a natural person over the age of twenty-one (21) years for
the purpose of forming a corporation pursuant to the provisions of the
Business Corporation Law of the State of New York does hereby certify as
follows:
FIRST: The name of the corporation is DAVID NORTH & ASSOCIATES, INC.
SECOND: The purposes for which this corporation is formed are as follows:
To act as public relations and research counselors and promotion,
merchandising and industrial counselors and business consultants, and in
connection therewith to render management, negotiation, research, technical and
advisory services to persons, firms, corporations and others in connection with
their relations with associates, stockholders, governmental officials and
agencies, and the general public and any person or special group.
To serve in an advisory, managerial and consultative capacity to
corporations, associations, partnerships, individuals and others, and to
establish and maintain bureaus, departments and laboratories for industrial,
financial, statistical, inventory and other research work, and to engage
generally in the business of providing, promoting and establishing systems,
methods and controls for industrial and managerial and operations.
<PAGE>
To investigate systems, methods and controls of manufacturing, plant
operations, packing, storing, shipping, marketing, inventories, accounting and
other integral operations to any and all types of businesses and to make
recommendations, revise, adapt, modernize and establish economies to effect
industrial and managerial efficiency and in connection therewith to take over
the entire operation and business of any type of industry or other forms of
endeavor and to do all such things and to perform all such services as may be
necessary to carry out the foregoing purposes.
To devise, develop, create, inaugurate and contract for the establishment,
installation and sale and rental of systems, methods and controls for efficient
operation and management of industrial manufacturing, mercantile, commercial or
other business concerns, firms, partnerships, associations and corporations and
to provide, make available and furnish maintenance and supervision.
So far as authorized by the law under which this certificate is drawn; to
examine and inspect the books and accounts of others, to devise and install
financial checking, correspondence, filing and other office and business
systems; to take inventories, make appraisals, to compile statistics as an aid
to the officers of the corporations and other persons in the making of reports
and statements; to do all such things and perform or supply all such services as
are commonly done, performed or supplied by business management experts; to
warrant the accuracy of the work done or services performed by it, but not to
engage in the practice of accounting.
To carry on a general investment and management advisory business relating
to investments and the operation of business, plants, properties, real and
personal property of every kind, in the United States and foreign
countries, subject to the applicable laws thereof.
To maintain executive and operating personnel for the purpose of advising
and assisting others in all matters relating to investments and the management
and operation of business and other properties of every kind.
To furnish business investment and management plans and programs, to
formulate policies and
2.
<PAGE>
generally to advise and assist others, under contract or otherwise, in the
management of their businesses, plants, properties and investments.
To buy and sell on its own behalf and on behalf of others in connection
with the operation, management and development of individual and corporate
businesses, projects and developments.
To conduct research and to investigate businesses and enterprises of every
kind and description throughout the world in order to secure information and
data for capital investment, both for its own account and as agent for others.
To engage in capital ventures and business enterprises of the kind herein
set forth, whether as a promoter, partner, member, or associate, or as a manager
of such enterprises.
To engage in consultant and advisory work in connection with the
organization, financing, management, operation and reorganization of industrial
and commercial enterprises.
To manage and to provide management for and supervise all or part of any
and every kind of investment or business enterprise, and to contract or arrange
with any corporation, association, partnership or individual for the management,
conduct, operation and supervision of all kinds of investments and businesses.
To advertise, promote, merchandise and otherwise purvey the services
authorized herein; to negotiate and contract with respect to furnishing of the
same for or on behalf of any person, firm, or corporation, domestic or foreign;
to enter into and carry out agency or joint arrangements with other persons,
firms or corporations engaged in like or similar activities; and generally to
exploit the services and objects of the corporation by all lawful means.
To carry on and conduct a general agency business, to act, and to appoint
other to act as general agent, special agent, broker, factor, manufacturers'
3.
<PAGE>
agent, purchasing agent, sales agent, distributing agent, representative and
commission merchant, for individuals, firms, associations, and corporations in
the distribution, delivery, purchase, and sale of goods, wares, merchandise,
property, commodities, and articles of commerce of every kind and description,
and in selling, promoting the sale of, advertising, and introducing, and
contracting for the sale, introduction, advertisement, and use of, services of
all kinds, relating to any and all kinds of businesses, for any and all
purposes.
To carry on and conduct a general agency business, to act, and to appoint
others to act, as general agent, special agent, broker, factor, manufacturers'
agent, purchasing agent, sales agent, distributing agent, representative and
commission merchant, for individuals, firms, associations, and corporations in
the distribution, delivery, purchase, and sale of goods, wares, merchandise,
property, commodities, and articles of commerce of every kind and description,
and in selling, promoting the sale of, advertising, and introducing, and
contracting for the sale, introduction, advertisement, and use of, services of
all kinds, relating to any and all kinds of businesses, for any and all
purposes.
To conduct the business of bringing to the attention of the public through
the press, magazines, pamphlets, and by other means, the characteristics,
ability, and other qualities tending to establish in the minds of the public the
character and ability of its subscribers, including men, women, corporations,
copartnerships, and of goods and wares manufactured and sold by subscribers; to
conduct a general advertising agency and press clipping bureau; to do all other
things commonly done by those engaged in the same business; to acquire all real
estate and plants necessary to carry out the above objects.
To design, write, prepare, place, publish, and display, in any manner,
advertisements and publicity devices and innovations of all kinds for itself or
for others; to print, publish, and distribute newspapers, books, pamphlets,
magazines, periodicals, handbills, pictures, cartoons, posters, display cards;
to arrange for the placing of advertisements in publications of all kinds; to do
bill posting; to manufacture, install, supply, maintain, and operate billboards,
signboards, and illuminated signs; to give or arrange for the giving of
demonstrations and exhibitions for advertising purposes; to supervise the
preparation and production of moving picture advertisements and publicity
devices; to supervise the preparation of radio and television advertisements and
publicity devices; to do a general advertising, press agency, and publicity
business
4.
<PAGE>
in all its branches; and to make all contracts and do all things proper,
incidental, and conducive to the complete attainment of such purposes.
To do a general commission business and to accept consignments of
merchandise for sale upon commission; to act as selling agents for
manufacturers, merchants, and others; to purchase accounts, to finance products
of mills, manufacturers, or merchants, and to cash accounts and sales; to
provide office and sales forces for manufacturers, mills, and others; to buy and
sell all kinds of merchandise; and to act as factors generally.
To manage or administer as agent the business or Property of any
corporation, firm, or person, carrying on any authorized business, and to sell
or dispose of, receive and make disbursements for, or arrange for the management
or administration of the whole or any part of the business or property of any
corporation, firm, or person, and to act as agent, broker, consignee, or factor
of others in buying and selling all manner and kind of goods, and to make
contracts with others in reference to the handling and disposing of the same,
and to deliver goods on bills of lading in the name of this Corporation, to draw
drafts against such bills of lading, and to carry insurance in the name of this
Corporation on goods consigned for sale, and to develop and extend the business
interests of any corporation, firm, or person.
To aid in any manner any corporation, association, or trust estate,
domestic or foreign, or any firm or individual, any shares of stock in which or
any bonds, debentures, notes, securities, evidences of indebtedness, contracts,
or obligations of which are held by or for this Corporation, directly or
indirectly, or in which, or in the welfare of which, this Corporation shall have
any interest, and to do any acts designed to protect, preserve, improve, or
enhance the value of any property at any time held or controlled by it or in
which it may be at any time interested, directly or indirectly or through other
corporations or otherwise; and to organize or promote or facilitate the
organization of any corporation, association, partnership, syndicate, or entity,
domestic or foreign.
To export from and import into the United States of America and its
territories and possessions, and any and all foreign countries, as principal or
agent, merchandise of every kind and nature, and to purchase, sell, and deal in
and with, at wholesale and retail, merchandise of every kind and nature for
exportation from, and importation into the United States, and to and from all
countries foreign thereto,
5.
<PAGE>
and for exportation from and importation into, any foreign country to and from
any other country foreign thereto, and to purchase and sell domestic and
foreign merchandise in domestic markets and domestic and foreign merchandise in
foreign markets, and to do a general foreign and domestic exporting and
importing business.
To take, buy, exchange, lease or otherwise acquire real estate and any
interest or right therein, and to hold, own, operate, control, maintain, manage
and develop the same and to construct, maintain, alter, manage and control
directly or through ownership of stock in any other corporation, any and all
kinds of buildings, stores, offices, warehouses, mills, shops, factories,
machinery and plants, and any and all other structures and erections which may
at any time be necessary, useful or advantageous for the purposes of this
corporation.
To sell, assign, and convey, lease or otherwise alienate or dispose of,
and to mortgage, or otherwise encumber the lands, buildings, real and personal
of the corporation wherever situated, and any and all legal and equitable
interests therein.
To purchase, sell, lease, manufacture, deal in and with every kind of
goods, wares and merchandise, and every kind of personal property, including
patents and patent rights, chattels, easements, privileges and franchises which
may lawfully be purchased, sold, produced or dealt in by corporations formed
under Section 402 of the Business Corporation Law.
To purchase, acquire hold and dispose of the stocks, bonds and other
evidences of indebtedness of any corporation, domestic or foreign, and to issue
in exchange therefor its stocks, bonds or other obligations, and to exercise in
respect thereof all the rights, powers and privileges of individual owners,
including the right to vote thereon; and to aid in any manner permitted by law
any corporation of which any bonds or other securities or evidences of
indebtedness or stocks are held by this corporation, and to do any acts or
things designed to protect, preserve, improve or enhance the value of any such
bonds or other securities or evidence of indebtedness or stock.
The foregoing and following clauses shall be construed as objects and
powers in furtherance and not in limitation of the general powers conferred by
the laws
6.
<PAGE>
of the State of New York; and it is hereby expressly provided that the foregoing
and following enumeration of specific powers shall not be held to limit or
restrict in any manner the powers of this corporation, and this corporation may
do all and everything necessary, suitable or proper for the accomplishment of
any of the purposes of objects hereinabove enumerated either alone or in
association with other corporations, firms, or individuals, to the same extent
and as fully as individuals might or could do as principals, agents, contractors
or otherwise.
Nothing in this certificate contained, however, shall authorize the
corporation to carry on any business or exercise any powers in any state or
country which a similar corporation organized under the laws of such state or
country could not carry on or exercise; or to engage within or without the State
of New York in the business of a lighting or a transportation corporation, or in
the common carrier business, or to issue bills, notes or other evidence of debt
for circulation as money.
THIRD: The office of the corporation in the City and State of New York is
to be located in the City, County and State of New York.
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is 200 common shares without par value. Such shares without
par value may be issued from time to time for such consideration as from time to
time may be fixed by the Board of Directors.
7.
<PAGE>
FIFTH: The Secretary of State of the State of New York is hereby designated
as the agent of the corporation upon whom any process in any action or
proceeding against it may be served. The address to which the Secretary of State
shall mail a copy of process in any action or proceeding against the corporation
may be served upon him, is: David North, 120 East 56 Street, New York, N.Y.
10022.
IN WITNESS WHEREOF, I have made, signed and acknowledged this Certificate
of Incorporation, this lst day of June, 1966.
/s/ David North
-----------------------------------
David North
120 East 56 Street
New York, N.Y. 10022
STATE OF NEW YORK )
: SS.:
COUNTY OF NEW YORK )
On this 1st day of June, 1967, before me personally came DAVID NORTH, to me
known and known to me to be the individual described in and who executed the
foregoing Certificate of Incorporation and he acknowledged to me that he
executed the same.
JEROME R. HALPERIN
Notary Public, State of New York /s/ Jerome R. Halperin
No. 30-5741175 -----------------------------------
Qualified in Nassau County NOTARY PUBLIC
Commission Expires March 30, 1965
8.
<PAGE>
CERTIFICATE OF INCORPORATION
OF
DAVID NORTH & ASSOCIATES, INC.
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED JUN 5 1967
TAX $10-
FILING FEE $50-
[ILLEGIBLE]
Secretary of State
By M.H.
---------------------
P-31-N.Y.
Law Offices
JEROME R. HALPERIN
10 East 40th Street
New York 16, N.Y.
<PAGE>
CERTIFICATE OF AMENDMENT OF CERTIFICATE
OF INCORPORATION OF DAVID NORTH &
ASSOCIATES, INC.
Under Section 805 of the Business Corporation Law
WE, the undersigned, DAVID NORTH, the President and NATALIE C. NORTH, the
Secretary, respectively, of DAVID NORTH & ASSOCIATES, INC. hereby certify:
1. The name of the corporation is DAVID NORTH & ASSOCIATES, INC.
2. The Certificate of Incorporation was filed by the Department of State
of the State of New York on June 5, 1967 under the name DAVID NORTH &
ASSOCIATES, INC.
3. The Certificate of Incorporation is amended as authorized by Section 801
of the Business Corporation Law to effect the following amendments:
(a) To increase the total number of shares which the corporation is to be
authorized to issue from 200 common shares without par value, all of one class,
to 2,000,000 common shares at a par value of 1 cent each, and to change shares,
and to include a provision denying preemptive rights. Paragraph "FOURTH" of the
Certificate of Incorporation which refers to the authorized shares is amended to
read as follows:
<PAGE>
"FOURTH: The total number of shares which the corporation shall have
authority to issue is 2,000,000 common shares of the par value of 10 cents
each.
No shareholder of this corporation shall have a preemptive right
because of his shareholdings to have first offered to him any part of any
of the presently authorized shares of this corporation hereafter issued,
optioned or sold, or any part of any debenture, bonds, notes or securities
of this corporation convertible into shares hereafter issued, optioned or
sold by the corporation. This provision shall operate to defeat rights in
all shares and classes of shares now authorized and in all debentures,
bonds, notes or securities of this corporation which may be convertible
into shares, and also to defeat preemptive rights in any and all shares and
classes of shares and securities convertible into shares which this
corporation may be hereafter authorized to issue by any amended certificate
duly filed. Thus, any and all of the shares of this corporation corporation
presently authorized, and any and all debentures, bonds, notes or
securities of the corporation convertible into shares and any and all of
the shares of this which may hereafter be authorized, may at any time be
issued, optioned and contracted for sale and/or sold and disposed of by
direction of the Board of Directors of this corporation to such persons,
and upon such terms and conditions as may to the Board of Directors seem
proper and advisable, without first offering the said shares or securities
or any part thereof to existing shareholders."
(b) To add a provision for issuance of rights and options. Paragraph
"SIXTH" is hereby added to the Certificate of Incorporation as follows:
"SIXTH: The Corporation is hereby expressly authorized and empowered,
from time to time, by resolution of its Board of Directors, to create and
issue, whether or not in connection with the issue and sale of any shares
or other securities of the Corporation, rights or options entitling the
holders or owners thereof to purchase or acquire from the Corporation any
shares of any
-2-
<PAGE>
class or series or other securities, whether now or hereafter authorized,
such rights or options to be evidenced by or in such warrants or other
instruments as shall be approved by the Board of Directors. The terms upon
which the time or times, which may be limited or unlimited in duration, at
or within which, and the price or prices at which any such shares or other
securities may be purchased or acquired from the Corporation upon the
exercise of any such rights or options shall be such as shall be fixed in a
resolution or resolutions adopted by the Board of Directors providing for
the creation and issue of such rights or options, and set forth or
incorporated by reference in the warrants or other instruments evidencing
such rights or options, and as shall be permitted by law. The Board of
Directors is hereby authorized and empowered to authorize the creation and
issue of any such rights or options and any such warrants or other
instruments, from time to time, for such consideration as the Board of
Directors may determine. Any and all shares which may be purchased or
acquired and/or issued upon the exercise of any such right or option, shall
be deemed fully paid shares and not liable to any further call or
assessment, as the terms of the warrants or other instruments, evidencing
such rights or options shall provide. Except as otherwise provided by law,
the Board of Directors shall have full power and discretion to prescribe
and regulate from time to time the procedure to be followed in, and all
other matters concerning, the creation, issue, and exercise of any such
rights and options, and any such warrants or other instruments, and the
setting aside of shares or other securities for the purpose thereof, and
the issuance of such shares or other securities upon the exercise thereof."
(c) To add a provision for indeminification of directors. Paragraph
"SEVENTH" is hereby added to the Certificate of Incorporation as follows:
"SEVENTH: It is expressly provided that any and every person made a
party to any action, suit, or proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of
-3-
<PAGE>
the fact that he, his testator or intestate, is or was a director or
officer of this corporation or of any corporation which he served as such
at the request of this corporation, may be indemnified by the corporation
to the full extent permitted by law, against any and all reasonable
expenses, including attorneys' fees, actually and necessarily incurred by
him in connection with the defense of such action or in connection with any
appeal therein, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such officer or director
has breached his duty to the corporation.
It is further expressly provided that any and every person made a
party to any action, suit, or proceeding other than one by or in the right
of the corporation to procure a judgment in its favor, whether civil or
criminal, including an action by or in the right of any other corporation
of any type or kind, domestic or foreign, which any director or officer of
the corporation served in any capacity at the request of the corporation,
by reason of the fact that he, his testator or intestate, was a director or
officer of the corporation, or served such other corporation in any
capacity, may be indemnified by the corporation, to the full extent
permitted by law, against judgments, fines, amounts paid in settlement, and
reasonable expenses, including attorneys fees; actually and necessarily
incurred as a result of such action, suit or proceeding, or any appeal
therein, if such person acted in good faith for a purpose which he
reasonably believed to be in the best interests of the corporation and, in
criminal actions or proceedings, in addition, had no reasonable cause to
believe that his conduct was unlawful."
4. The number of shares issued is 20. The 20 issued shares shall be changed
into 300,000 common shares at the rate of 15,000 common shares of the par value
of 1 cent each for each share presently issued without par value.
-4-
<PAGE>
5. The Amendment of the Certificate of Incorporation was authorized by
unanimous vote of the holders of all outstanding shares entitled to vote thereon
at a meeting of shareholders.
IN WITNESS WHEREOF, the undersigned have made, signed and acknowledged this
Certificate of Amendment of Certificate of Incorporation, this 17th day of
December, 1968.
/s/ David North
-------------------------------
David North, President
/s/ Natalie C. North
-------------------------------
Natalie C. North, Secretary
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK)
NATALIE C. NORTH, being duly sworn, deposes and states that she is the
Secretary of DAVID NORTH & ASSOCIATES, INC., the corporation, and on of the
persons who signed the foregoing Certificate of Amendment and that she has read
the Certificate of Amendment and knows the contents thereof and that the same is
true to her own knowledge.
/s/ Natalie C. North
-------------------------------
Natalie C. North
Sworn to before me this
17th day of December, 1968.
Jacob Shapiro
- ---------------------------
Notary Public
-5-
<PAGE>
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF DAVID NORTH & ASSOCIATES,
INC.
LAW OFFICES
JEROME R. HALPERIN
10 EAST 40TH STREET
NEW YORK 16, N.Y.
<PAGE>
RESTATED CERTIFICATE OF INCORPORATION
OF
DAVID NORTH & ASSOCIATES, INC.
Filed by: Halperin, Somers & Goldstick, Esqs.
551 Fifth Avenue
New York, New York 10017
<PAGE>
RESTATED CERTIFICATE OF INCORPORATION
OF
DAVID NORTH & ASSOCIATES, INC.
Under Section 807 of the Business Corporation Law.
WE, DAVID NORTH and NATALIE NORTH, being respectively the President and
Secretary of DAVID NORTH & ASSOCIATES, INC., hereby certify:
1. The name of the corporation is DAVID NORTH & ASSOCIATES, INC.
2. The Certificate of Incorporation of the corporation was filed by the
Department of State on the 5th day of June, 1967.
3. The Certificate of Incorporation, as amended and heretofore filed is
hereby further amended or changed to effect the following amendments or changes
authorized in Section 801 of the Business Corporation Law, to wit:
(a) To change the name of the corporation.
(b) To increase and expand the purposes for which the corporation is
formed.
(c) To change the location of the office of the corporation.
(d) To increase the aggregate number of shares of Common Stock which the
corporation shall have authority to issue.
-1-
<PAGE>
(e) To change the post office address to which the Secretary of State shall
mail a copy of process which in any action or proceeding against the corporation
may be served upon him.
4. The test of the Certificate of Incorporation, as amended and heretofore
filed, is hereby restated, as amended or changed herein, to read as follows:
FIRST: The name of the corporation is ABBEY MEDICAL SUPPLY CORPORATION.
SECOND: The purposes for which this corporation is formed are as follows:
(a) To engage in the business of developing, experimenting, inventing,
patenting, licensing, manufacturing, preparing, compounding, producing,
importing, exporting, acquiring, buying, storing, distributing, selling,
leasing, renting or contracting with others to produce, supply or as above
generally deal in and with, in accordance with rules and regulations, licensing
and all pertinent and legal restraints and limitations all kinds of devices,
instruments and generally all kinds of merchandise, equipment and material
involving surgical, sickroom and other hospital and medical and rehabilitative
material, as operating tables, fixtures, disinfectants, beds, oxygen supplies,
and other fluids and chemicals, wheel chairs, inhalation devices, bandages and
medicines and all
-2-
<PAGE>
necessary supplies, equipment, apparatus and merchandise for hospitals and all
devices and instruments usable about hospitals, and doctors' and dentists'
offices, nursing homes or for the care and treatment of the sick, of any kind or
nature notwithstanding the nature of the material, wood, metal, plastics,
fabrics, gases or other or any combination thereof used or useful in the medical
services and supply industry.
(b) To make, purchase, obtain, lease, rent and furnish ambulance and
related services to transport the sick for hire and to carry out this function
and to employ drivers and mechanics and other help all in conformity with
existing laws and rules and regulations or such as may be hereafter enacted.
(c) To hire, rent and lease said vehicles to private individuals or for
hospitals or physicians or otherwise in the furtherance of said business and to
conduct said business in the areas and locals permitted by the rules,
regulations and laws. To buy, sell, own, lease, rent and operate and manage
ambulances including all material and equipment appurtenant to and necessary or
incident to the operation and management of an ambulance renting and leasing
service.
(d) To buy, lease and otherwise acquire, lands and interests in lands of
every kind and description, wherever situated; to buy, lease, and otherwise
acquire, and to construct and erect
-3-
<PAGE>
buildings and structures in and on such lands for any use or purpose; to hold,
own, improve, develop, maintain, operate, let, lease, mortgage, sell or
otherwise dispose of such property or any part thereof; to equip and operate
warehouses, office buildings, hotels, apartment hotels, restaurants, and cafes,
or any other buildings and structures of whatever kind.
(e) To acquire the stock in trade, good will, franchises, assets and
property of any person or persons, partnership or corporation, domestic or
foreign, engaged in business of the same general nature as that for which this
corporation is formed and in connection therewith, to pay for the same in cash,
stocks, bonds, notes or other securities or obligations of this corporation or
otherwise, and to assume all or any part of the liabilities of any such person
or persons, partnership or corporation.
(f) To manage, give business advice and render service to and aid
financially or otherwise, in any lawful manner, any corporation or association
of which the bonds or other evidences of indebtedness, stock or other securities
or certificates of interest are owned or held by this corporation or by any
corporation in which this corporation may have an interest as stockholder, or
otherwise, and to do any and all lawful acts and things designed to protect,
preserve, improve or enhance the value of any such bonds or other evidences of
indebtedness, stock or other securities or certificates of interest.
-4-
<PAGE>
(g) In carrying on its business and for the purpose of furthering its
objects and purposes, to enter into and perform agreements and contracts of any
nature with any government, state, territory, district, municipality, political
or governmental division or subdivision, body politic, corporation, association,
partnership, form, trustee, syndicate, individual, combination, organization or
entity whatsoever.
The corporation, in furtherance of its corporate purposes above set forth,
shall have all of the powers enumerated in Section 202 of the Business
Corporation Law, subject to any limitations provided in the Business Corporation
Law or any other statute of the State of New York.
THIRD: The office of the corporation is to be located in the City of White
Plains, County of Westchester, State of New York.
FOURTH: The total number of shares which the corporation shall have
authority to issue is 3,000,000 common shares of the par value of $.01 cents
each.
No shareholder of this corporation shall have a preemptive right because of
his shareholdings to have first offered to him any part of any of the presently
authorized shares of this corporation hereafter issued, optioned or sold, or any
part of any debenture, bonds, notes or securities of this corporation
convertible into shares hereafter issued, optioned or sold or any part of any
debenture, bonds, note or securities of this corporation convertible into shares
hereafter issued, optioned or sold by the corporation.
-5-
<PAGE>
This provision shall operate to defeat rights in all shares and classes of
shares now authorized and in all debentures, bonds, notes or securities of this
corporation which may be convertible into shares, and also to defeat preemptive
rights in any and all shares and classes of shares and securities convertible
into shares which this corporation may be hereafter authorized to issue by any
amended certificate duly filed. Thus, any and all of the shares of this
corporation presently authorized, and any and all debentures, bonds, notes or
securities of this corporation convertible into shares and any and all of the
shares of this corporation which may hereafter be authorized, may at any time be
issued, optioned and contracted for sale and/or sold and disposed of by
direction of the Board of Directors of this corporation to such persons, and
upon such terms and conditions as may to the Board of Directors seem proper and
advisable, without first offering the said shares or securities or any part
thereof to existing shareholders.
FIFTH: The Secretary of State of the State of New York is hereby designated
as the agent of the corporation upon whom any process in any action or
proceeding against it may be served. The address to which the Secretary of State
shall mail a copy of process in any action or proceeding against the corporation
may be served upon him, is: 470 Mamaroneck Avenue, White Plains, New York.
-6-
<PAGE>
SIXTH: The corporation is hereby expressly authorized and empowered, from
time to time, by resolution of its Board of Directors, to create and issue,
whether or not in connection with the issue and sale of any shares or other
securities of the corporation, rights or options entitling the holders or owners
thereof to purchase or acquire from the corporation any shares of any class or
series or other securities, whether now or hereafter authorized, such rights or
options to be evidenced by or in such warrants or other instruments as shall be
approved by the Board of Directors. The terms upon which the time or times,
which may be limited or unlimited in duration, at or within which, and the price
or prices at which any such shares or other securities may be purchased or
acquired from the corporation upon the exercise of any such rights or options
shall be such as shall be fixed in a resolution or resolutions adopted by the
Board of Directors providing for the creation and issue of such right or
options, and set forth or incorporated by reference in the warrants or other
instruments evidencing such rights or options, and as shall be permitted by law.
The Board of Directors is hereby authorized and empowered to authorize the
creation and issue of any such rights or options and any such warrants or other
instruments, from time to time, for such consideration as the Board of Directors
may determine. Any and all shares which may be purchased or acquired and/or
issued upon the exercise of any such right or option, shall be deemed fully
-7-
<PAGE>
paid shares and not liable to any further call or assessment, as the terms of
the warrants or other instruments, evidencing such rights or options shall
provide. Except as otherwise provided by law, the Board of Directors shall have
full power and discretion to prescribe and regulate from time to time the
procedure to be followed in, and all other matters concerning, the creation,
issue, and exercise of any such rights and options, and any such warrants or
other instruments, and the setting aside of shares or other securities for the
purpose thereof, and the issuance of such shares or other securities upon the
exercise thereof.
SEVENTH: It is expressly provided that any and every person made a party to
any action, suit, or proceeding by or in the right of the corporation to procure
a judgment in its favor by reason of the fact that he, his testator or
intestate, is or was a director or officer of this corporation or of any
corporation which he served as such at the request of this corporation, may be
indemnified by the corporation to the full extent permitted by law, against any
and all reasonable expenses, including attorneys' fees, actually and necessarily
incurred by him in connection with the defense of such action or in connection
with any appeal therein, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such officer or director has
breached his duty to the corporation.
-8-
<PAGE>
It is further expressly provided that any and every person made a party to
any action, suit, or proceeding other than one by or in the right of the
corporation to procure a judgment in its favor, whether civil or criminal,
including an action by or in the right of any other corporation of any type or
kind, domestic or foreign, which any director or officer of the corporation
served in any capacity at the request of the corporation, by reason of the fact
that he, his testator or intestate, was a director or officer of the
corporation, or served such other corporation in any capacity may be indemnified
by the corporation, to the full extent permitted by law, against judgments,
fines, amounts paid in settlement, and reasonable expenses, including attorneys'
fees; actually necessarily incurred as a result of such action, suit or
proceeding, or any appeal therein, if such person acted in good faith for a
purpose which he reasonably believed to be in the best interests of the
corporation and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful.
5. The foregoing amendments and restatement of the Certificate of
Incorporation were authorized by the affirmative vote of the holders of a
majority of all outstanding shares entitled to vote thereon at a meeting of
shareholders.
-9-
<PAGE>
IN WITNESS WHEREOF, we have signed this certificate on the 29th day of
November 1971, and hereby affirm that the statements herein are true under
penalty of perjury.
/s/ David North
-------------------------------
David North, President
/s/ Natalie C. North
-------------------------------
Natalie C. North, Secretary
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK)
On the 29th day of November, 1971 before me personally came DAVID NORTH and
NATALIE NORTH, to me known and known to me to be the individuals described in,
and who executed, the foregoing instrument and each acknowledged to me that he
executed the same.
/s/ David T. Goldstick
-------------------------------
David T. Goldstick
Notary Public, State of New York
No. 31-1497260
Qualified in New York County
Commission Expires March 30, 1973
[Seal]
-10-
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
ABBEY MEDICAL SUPPLY CORPORATION
Under Section 805 of the Business Corporation Law
IT IS HEREBY CERTIFIED THAT:
(1) The name of the corporation is
ABBEY MEDICAL SUPPLY CORPORATION
(2) The Certificate of Incorporation was filed at the Department of State
of the State of New York on the 5th day of June, 1967 under the original name of
DAVID NORTH & ASSOCIATES, INC.
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK)
I hereby certify that I have compared the annexed copy with the original
documents filed by the Department of State and that the same is a correct
transcript of said original.
Witness my hand and seal of the Department of State on April 11, 1995.
/s/ Alexander F. Treadwell
Secretary of State
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
ABBEY MEDICAL SUPPLY CORPORATION
Under Section 805 of the Business Corporation Law
IT IS HEREBY CERTIFIED THAT:
(1) The name of the corporation is
ABBEY MEDICAL SUPPLY CORPORATION
(2) The Certificate of Incorporation was filed at the Department of State
of the State of New York on the 5th day of June, 1967 under the original name of
DAVID NORTH & ASSOCIATES, INC.
(3) The Certificate of Incorporation is hereby amended to effect the
following changes:
Paragraph (I) of the Certificate of incorporation is hereby amended to read
as follows:
(1) The name of the Corporation is Abbey Group, Inc.
(4) The foregoing amendment was authorized by the sole shareholders
unanimous vote of the holders of all outstanding shares entitled to vote thereon
at a meeting of shareholders.
IN WITNESS WHEREOF, this certificate has been subscribed their 25th day of
April, 1983 by the undersigned, who affirms that the statements made herein are
true under the penalties of perjury.
Roy E. Nelson /s/ Roy E. Nelson
- -------------------------------- ---------------------------
President
Edward E. Nelson /s/ Edward E. Nelson
- -------------------------------- ---------------------------
Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
ABBEY MEDICAL SUPPLY CORPORATION
Under Section 805 of the Business Corporation Law
IT IS HEREBY CERTIFIED THAT:
(1) The name of the corporation is
ABBEY MEDICAL SUPPLY CORPORATION
(2) The Certificate of Incorporation was filed at the Department of State
of the State of New York on the 5th day of June, 1967 under the original name of
DAVID NORTH & ASSOCIATES, INC.
(3) The Certificate of Incorporation is hereby amended to effect the
following changes:
Paragraph four (4) of the Certificate of Incorporation is hereby amended to
read:
(4) The aggregate number of shares which the corporation shall have
authority to issue is 10,000,000 common shares $.01 par value. Such shares, $.01
par value, may be issued from time to time for such consideration as from time
to time may be fixed by the Board of Directors. The capital of the corporation
shall be at least equal to the sum of the aggregate par value of all issued
shares having par value, plus the aggregate amount of consideration received by
the corporation for the issuance of shares without par value, plus such amounts
as, from time to time, by resolution of the Board of Directors, may be
transferred thereto.
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF ABBEY MEDICAL SUPPLY CORPORATION
FILER:
Howard B. Sirota, Esq.
67 Wall Street
New York, New York 10005
<PAGE>
N.Y.S. DEPARTMENT OF STATE 162 WASHINGTON AVENUE
DIVISION OF CORPORATIONS AND STATE RECORDS ALBANY, NY 12231
FILING RECEIPT
================================================================================
Entity Name : ABBEY GROUP, INC.
DOCUMENT TYPE : AMEMDMENT (DOMESTIC BUSINESS) COUNTY, WEST
STOCK
SERVICE COMPANY : ** NO SERVICE COMPANY** SERVICE CODE: 00
================================================================================
FILED 04/25/1995 DURATION:********* CASH: 950425000577 FILM: 95042500054
ADDRESS FOR PROCESS
REGISTERED AGENT [SEAL]
STOCK: 25000000 PV
================================================================================
FILER FEES 170.00 PAYMENTS 170.00
NOAH STEINBERG FILING : 60.00 CASH 170.00
1963 505TH STREET TAX : 75.00 CHECK 0.00
CERT : 0.00 BILLED
BROOKLYN, NY 1120 COPIES : 10.00
HANDLING : 25.00
REFUND 0.00
================================================================================
DOS-1025 (11/89)
<PAGE>
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
ABBEY GROUP, INC.
Under Section 805 of the Business Law
WE, the undersigned, NOAH STEINBERG, President, and JOSEPH SALAMON, Secretary,
of ABBEY GROUP, INC., hereby certify as follows:
1. The name of the corporation is ABBEY GROUP, INC.
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK)
I hereby certify that I have compared the annexed copy with the original
documents filed by the Department of State and that the same is a correct
transcript of said original.
Witness my hand and seal of the Department of State on April 25, 1995.
/s/ Alexander F. Treadwell
Secretary of State
<PAGE>
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
OF
ABBEY GROUP, INC.
Under Section 805 of the Business Corporation Law
WE, the undersigned, NOAH STEINBERG, President, and JOSEPH SALAMON, Secretary,
of ABBEY GROUP, INC., hereby certify as follows:
1. The name of the corporation is ABBEY GROUP, INC.
2. The certificate of Incorporation was filed by the Department of State of
the State of New York on June 5, 1967, under the original name DAVID NORTHE &
ASSOCIATES, INC.
3. A Certificate of Amendment was filed on December 27, 1968, a Restated
Certificate of Incorporation was filed on December 1, 1971, and a further
Certificate of Amendment was filed on May 27, 1983.
4. The Certificate of Incorporation is hereby amended to effect the
following changes:
To add an additional 15 million shares.
Paragraph four (4) of the Certificate of Incorporation is hereby amended to
read:
"The aggregate number of shares which the corporation shall have
authority to issue is 25,000,000 common shares $.01 par value. Such
shares, $.01 par value, may be issued from time to time for such
consideration as from time to time may be fixed by the Board of
Directors. The capital of the corporation shall be at least equal to
the sum of the aggregate par value of all issued shares having par
value, plus the aggregate amount of consideration
<PAGE>
received by the corporation for the issuance of shares without par
value, plus such amounts as from time to time, by resolution of the
Board of Directors, may be transferred thereto."
5. The amendment to the Certificate of Incorporation was authorized first
by a unanimous vote of the Board of Directors and then by a majority of
shareholders of all outstanding shares authorized to vote thereon, at a meeting
of shareholders.
IN WITNESS THEREON, this certificate has been subscribed this 10th day of
April, 1995, by the undersigned, who affirm that the statements made herein are
true under the penalties of perjury.
/s/ NOAH STEINBERG
- -----------------------------------------
NOAH STEINBERG, President
/s/ JOSEPH SALAMON
- -----------------------------------------
JOSEPH SALAMON, Secretary
JOSEPH SALAMON, duly affirms, deposes and states that he is the Secretary of
ABBEY GROUP, INC., the Corporation, and one of the persons who signed the
foregoing Certificate of Amendment of the Certificate of Incorporation and that
he has read such Certificate of Amendment and knows the contents thereof and
that the same is true to his own knowledge.
/s/JOSEPH SALAMON
----------------------------
JOSEPH SALAMON
Affirmed to before me this
10th day of April, 1995
/s/ Douglas H. Jablonski
- -----------------------------------------
NOTARY PUBLIC
DOUGLAS H. JABLONSKI
NOTARY PUBLIC, STATE OF NEW YORK
NO. 24-4523053
QUALIFIED IN KINGS COUNTY
COMMISSION EXPIRES. OCT. 31, 1996
<PAGE>
CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF
ABBEY GROUP, INC.
UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
FILER:
Filed by;
NOAH STEINBERG
1963 50th STREET
BROOKLYN, N.Y. 11204
<PAGE>
CERTIFICATE OF INCORPORATION
OF
Power Phone, Inc.
FIRST: The name of this corporation is Power Phone, Inc.
SECOND: Its registered office in the State of Delaware is to be located at Three
Christina Centre, 201 N. Walnut Street, Wilmington, DE 19801, County of New
Castle. The registered agent in charge thereof is The Company Corporation,
address "same as above".
THIRD: The nature of the business and, the objects and purposes proposed to be
transacted, promoted and carried on, are to do any or all the things herein
mentioned as fully and to the same extent as natural persons might or could do,
and in any part of the world, viz: The purpose of the corporation is to engage
in any lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware.
FOURTH: The amount of the total authorized capital stock of this corporation is
divided into 25,000,000 shares of stock at .01 par value.
FIFTH: The name and mailing address of the incorporator is as follows:
Regina Cephas, Three Christina Centre, 201 N. Walnut St., Wilmington DE 19801
SIXTH: The Directors shall have power to make and to alter or amend the By-Laws;
to fix the amount to be reserved as working capital and to authorize and cause
to be executed, mortgages and liens without limit as to the amount, upon the
property and franchise of the Corporation.
With the consent in writing, and pursuant to a vote of the holders of a majority
of the capital stock issued and outstanding, the Directors shall have the
authority to dispose, in any manner, of the whole property of this corporation.
The By-Laws shall determine whether and to what extent the accounts and books of
this corporation, or any of them shall be open to the inspection of the
stockholder; and no stockholder shall have any right of inspecting any account,
or book or document of this Corporation, except as conferred by the law of the
By-Laws, or by resolution of the stockholders.
The stockholders and directors shall have the power to hold their meetings and
keep the books, documents and papers of the Corporation outside of the State of
Delaware, at such places as may be from time to time designated by the By-Laws
or by resolution of the stockholders or directors, except as otherwise required
by the laws of Delaware.
SEVENTH: Directors of the corporation shall not liable to either the corporation
or its stockholders for monetary damages for a breach of fiduciary duties unless
the breach involves: (1) a director's duty of loyalty to the corporation or its
stockholders; (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (3) liability for unlawful
payments of dividends or unlawful stock purchase or redemption by the
corporation; or (4) a transaction from which the director derived an improper
personal benefit.
I, THE UNDERSIGNED, for the purpose of forming a Corporation under the laws of
the State of Delaware, do make, file and record this Certificate and do certify
that the facts herein are true; and I have accordingly hereunto set my hand.
DATED: MAY 24, 1995 /s/ Regina Cephas
<PAGE>
STATE OF NEW YORK )
) SS.:
DEPARTMENT OF STATE)
I hereby certify that I have compared the annexed copy with the original
documents filed by the Department of State and that the same is a correct
transcript of said original.
Witness my hand and seal of the Department of State on July 13, 1995.
/s/ Alexander F. Treadwell
Secretary of State
<PAGE>
PR-30.31 (1/90) State of New York o Department of Taxation and Finance o
Corporation Tax
Albany, New York 12227
To: SECRETARY OF STATE Date: 6/28/95
Name of Corporation
ABBEY GROUP, INC. ID 13-2592511 AA8
Pursuant to provisions of Section 907 of the Business Corporation Law, the State
Tax Commissioner hereby consents to the MERGER INTO:
of the above named corporation. POWER PHONE, INC. (DE) IF FILED BY 9/28/95.
Certificate and fee are attached.
Filed by: NOAH STEINBERG
1963 50 ST. Director,Processing Division
BROOKLYN NY 11204
By:
<PAGE>
CERTIFICATE OF MERGER
OF
ABBEY GROUP, INC.
INTO
POWER PHONE, INC.
Pursuant to Section 907(e) of the Business Corporation Law of the State of New
York and the applicable Laws of the State of Delaware.
We, the undersigned, being respectively the President and Secretary of
Abbey Group, Inc. and the President and Secretary of Power Phone, Inc., certify
that:
1. The name of each constituent corporation is as follows: Abbey Group,
Inc. (a New York corporation) and Power Phone, Inc. (a Delaware corporation).
The name of the surviving corporation is Power Phone, Inc. (a Delaware
corporation).
2. Abbey Group, Inc. has 2,688,181 shares of common stock (out of
25,000,000 authorized), par value $.01 per share, outstanding, all of which are
entitled to vote.
3. The effective date of the merger is upon filing with
the Sec. of State.
4. Abbey Group, Inc. was incorporated under its original name David North &
Associates, Inc. on, and its Certificate of Incorporation was filed by the
Department of State of New York on June 5, 1967. Power Phone, Inc. was
incorporated on, and the Certificate of Incorporation was filed by the
Department of State of the State of Delaware on May 24, 1995.
5. The merger was authorized at a meeting of the shareholders of Abbey
Group, Inc. by vote of the holders of two-thirds of all outstanding shares
entitled to vote thereon and by the consent in writing of the sole shareholder
of Power Phone, Inc.
[ILLEGIBLE COPY]
ABBEY GROUP, INC. POWER PHONE INC.
[ILLEGIBLE COPY]
<PAGE>
6. THAT THE MERGER IS PERMITTED BY THE LAWS OF THE STATE OF DELAWARE OF
EACH CONSTITUENT FOREIGN CORPORATION AND IS IN COMPLIANCE THEREWITH.
7. NO APPLICATION FOR AUTHORITY HAS BEEN FILED FOR POWER PHONE INC. AND
SHALL NOT DO BUSINESS UNTIL SUCH APPLICATION FOR AUTHORITY HAS BEEN FILED.
8. THE SURVIVING CORPORATION MAY BE SERVED WITH PROCESS IN THIS STATE AND
ANY ACTION OR SPECIAL PROCEEDINGS FOR THE ENFORCEMENT OF ANY LIABILITY OR
OBLIGATION OF ANY DOMESTIC CORPORATION PREVIOUSLY AMENDABLE TO SUIT IN THIS
STATE WHICH IS A CONSTITUENT CORPORATION IN THIS MERGER, AND FOR THE ENFORCEMENT
AS PROVIDED IN THIS CHAPTER OF RIGHTS OF SHAREHOLDERS OF ANY CONSTITUENT
DOMESTIC CORPORATION TO RECEIVE PAYMENT FOR THEIR SHARES AGAINST THE SURVIVING
CORPORATION.
9. SUBJECT TO THE PROVISIONS OF SECTION 623, THE SURVIVING CORPORATION WILL
PROMPTLY PAY THE SHAREHOLDERS OF EACH CONSTITUENT DOMESTIC CORPORATION
<PAGE>
THE AMOUNT, IF ANY, TO WHICH THEY SHALL BE ENTITLED UNDER THE PROVISION OF THIS
CHAPTER RELATING TO THE RIGHT OF SHAREHOLDERS TO RECEIVE PAYMENT FOR THEIR
SHARES.
10. THE SECRETARY OF STATE IS DESIGNATED AS THE AGENT UPON WHOM PROCESS
AGAINST THE CORPORATION MAY BE SERVED IN THE MANNER SET FORTH IN PARAGRAPH B OF
SECTION 306 IN ANY ACTION OR SPECIAL PROCEEDING. THE ADDRESS TO WHICH THE
SECRETARY OF STATE SHALL MAIL A COPY OF ANY PROCESS AGAINST THE CORPORATION IS
1963 50TH ST., BROOKLYN, N.Y. 11204
IN WITNESS WHEREOF, WE HAVE MADE AND SUBSCRIBED THIS CERTIFICATE AND AFFIRM THE
SAME TO BE TRUE AND CORRECT UNDER THE PENALTIES OF PERJURY THIS 28TH DAY OF
JUNE, 1995.
ABBEY GROUP, INC POWER PHONE, INC.
S/NOAH STEINBERG S/NOAH STEINBERG
- ---------------------------------- -----------------------------------
NOAH STEINBERG, PRESIDENT NOAH STEINBERG, PRES.
S/JOSEPH SALAMON S/JOSEPH SALAMON
- ---------------------------------- -----------------------------------
JOSEPH SALAMON, SEC. JOSEPH SALAMON, SEC.
<PAGE>
Certificate of Merger
of
ABBEY GROUP, Inc
Into
Power Phone, Inc
FILED
Jun 28 7:21 PM '95
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED JUN 28 1995
TAX $ ------
BY: /s/PJC
NOAH STEINBERG
1963 50 St.
Brooklyn NY
11204
<PAGE>
AGREEMENT OF MERGER
Now on this 25 day of May, 1995, the POWER PHONE, INC. and the ABBEY GROUP,
INC., a Delaware Corporation and a NEW YORK Corporation, pursuant to Section 257
of the General Corporation Law of the State of Delaware have entered in the
following Agreement of Merger.
WITNESS THAT:
WHEREAS, the respective Boards of Directors of the foregoing named
corporations deem it advisable that the corporations merge into a single
corporation as hereinafter specified, and
WHEREAS, said POWER PHONE, INC., by its Certificate of Incorporation which
was filed in the office of Secretary of State on May 24, 1995 has an authorized
capital stock consisting of 25,000,000 of which capital stock one shares are now
issued and outstanding; and
WHEREAS, said ABBEY GROUP, INC., by its Certificate of Incorporation which
was filed in the office of Secretary of State on June 5, 1967 has an authorized
capital stock consisting of 25,000,000 of which capital stock 2,688,181 shares
are now issued and outstanding.
WHEREAS, the Registered Office of said POWER PHONE, INC. in the State of
Delaware is located in the city of Wilmington, County of New Castle, and the
name and address of its Registered Agent is The Company Corporation located at 3
Christina Centre, 201 Walnut St.
WHEREAS, the Registered Office of said ABBEY GROUP, INC. in the State of
New York is located in the city of Brooklyn, County of Kings, and the name and
address of its Registered Agent is ABBEY GROUP, INC. located at 1963 50th
Street, Brooklyn, New York 11204
NOW THEREFORE, the corporations, parties to this agreement, by and between
their respective Boards of Directors, in consideration of the mutual covenants,
agreements and provisions hereinafter contained do hereby prescribe the terms
and conditions of said merger and of carrying the same into effect as follows:
<PAGE>
and for exportation from and importation into, any foreign country, to and from
any other country foreign thereto, and to purchase and sell domestic and foreign
merchandise in domestic markets and domestic and foreign merchandise in foreign
markets, and to do a general foreign and domestic exporting and importing
business.
To take, buy, exchange, lease or otherwise acquire real estate and any
interest or right therein, and to hold, own, operate, control, maintain, manage
and develop the same and to construct, maintain, alter, manage and control
directly or through ownership of stock in any other corporation, any and all
kinds of buildings, stores, offices, warehouses, mills, shops, factories,
machinery and plants, and any and all other structures and erections which may
at any time be necessary, useful or advantageous for the purposes of this
corporation.
To sell, assign, and transfer, convey, lease or otherwise alienate or
dispose of, and to mortgage, or otherwise encumber the lands, buildings, real
and personal of the corporation wherever situated, and any and all legal and
equitable interests therein.
To purchase, sell, lease, manufacture, deal in and deal with every kind of
goods, wares and merchandise, and every kind of personal property, including
patents and patent rights, chattels, easements, privileges and franchises which
may lawfully be purchased, sold, produced or dealt in by corporations formed
under Section 402 of the Business Corporation Law.
To purchase, acquire, hold and dispose of the stocks, bonds and other
evidences of indebtedness of any corporation, domestic or foreign, and to issue
in exchange therefor its stocks, bonds or other obligations, and to exercise in
respect thereof all the rights, powers and privileges of individual owners,
including the right to vote thereon; and to aid in any manner permitted by law
any corporation of which any bonds or other securities or evidences of
indebtedness or stocks are held by this corporation, and to do any acts or
things designed to protect, preserve, improve or enhance the value of any such
bonds or other securities or evidence of indebtedness or stock.
The foregoing and following clauses shall be construed as objects and
powers in furtherance and not in limitation of the general powers conferred by
the laws
6.
<PAGE>
FIRST: The ABBEY GROUP, INC. hereby merges into POWER PHONE, INC., and said
ABBEY GROUP, INC. shall be and hereby is merged into POWER PHONE, INC. which
shall be the surviving corporation.
SECOND: The Certificate of Incorporation of POWER PHONE, INC. as in effect
on the date of the merger provided for in this agreement, shall continue in full
force and effect as the Certificate of Incorporation of the corporation
surviving this merger.
THIRD: The manner of converting the outstanding shares of the capital stock
of each of the constituent corporations into the shares or other securities of
surviving corporations shall be as follows:
(a) The By-Laws of the surviving corporation as they shall exist on the
effective date of this agreement shall be and remain the By-Laws of the
surviving corporation until the same shall be altered, amended or repeated as
therein provided.
(b) The directors and officers of the surviving corporation shall continue
in office until the next annual meeting of stockholders and until their
successors shall have been elected and qualified.
(c) This merger shall become effective upon filing with the Secretary and
State of Delaware.
(d) Upon the merger becoming effective, all the property, rights,
privileges, franchises, patents, trademarks, licenses, registrations and other
assets of every kind and description of the merged corporation shall be
transferred to, vested in and devolve upon the surviving corporation without
further act or deed and all property rights, and every other interest of the
surviving corporation and the merged corporation shall be as effectively the
property of the surviving corporation and the merged corporation respectively.
The merged corporation hereby agrees from time to time, as and when requested by
the surviving corporation or by its successors or assigns, to execute and
deliver or cause to be executed and delivered all such deeds and instruments and
to take or cause to be taken such further or other action as the surviving
corporation may deem necessary or desirable in order to vest in and confirm to
the surviving corporation title to and possession of any property of the merged
corporation acquired or to be acquired by reason of or as result of the merger
herein provided for and otherwise to carry out the intent and purpose hereof and
the proper officers and directors of the merged corporation and the proper
officer and directors of the surviving corporation are fully authorized in the
name of the merged corporation or otherwise to take any and
<PAGE>
all such action.
IN WITNESS WHEREOF, the parties to this agreement, pursuant to the
authority duly given by their respective Board of Directors have caused these
presents to be executed by the President (or Vice President) and attested by the
Secretary (or Assistance Secretary) of each party hereto.
ABBEY GROUP, INC.
------------------------------------------------
(name of corporation)
By /s/Noah Steinberg
------------------------------------------
(President)
Attest:
/s/Joseph Salamon
- ------------------------------------
(Secretary)
POWER PHONE, INC.
------------------------------------------------
By /s/Noah Steinberg
---------------------------------------------
President
Attest:
/s/Noah Steinberg
- ----------------------------------------
Secretary
<PAGE>
I, JOSEPH SALAMON, Secretary of Abbey Group, Inc., a corporation organized
and existing under the laws of the State of New York, hereby certify, as such
Secretary and under the seal of the said corporation, that the Agreement of
Merger to which this certificate is attached, after having been first duly
signed in behalf of said corporation by the President and Secretary of Abbey
Group, Inc., a corporation of the State of New York, was duly submitted to the
shareholders of said Abbey Group, Inc. at a special meeting of said shareholders
called and held separately from the meeting of shareholders of any other
corporation, upon notice, on June 16, 1995 at 10:00 AM, for the purpose of
considering and taking action upon said Agreement of Merger, that shares of
stock of said corporation were on said date issued and outstanding and that the
holders of 2,079,717 of the shares voted by ballot in favor of said Agreement of
Merger and the holders of 608,464 of the shares abstained and 0 voted against,
said affirmative vote representing at least two thirds of the total number of
shares of the outstanding capital stock of said corporation, and that thereby
the Agreement of Merger was at said meeting duly adopted as the act of the
shareholders of said Abbey Group, Inc. and the duly adopted agreement of the
said corporation.
WITNESS my hand and seal of said Abbey Group, Inc. on this 16th day of
June, 1995.
/s/Joseph Salamon
- -------------------------
Secretary
(SEAL)
<PAGE>
I, NOAH STEINBERG, Secretary of Power Phone, Inc., a corporation organized
and existing under the laws of the State of Delaware, hereby certify, as such
Secretary and under the seal of the said corporation, that the Agreement of
Merger to which this certificate is attached, after having been first duly
signed in behalf of said corporation by the President and Secretary of Power
Phone, Inc., a corporation of the State of Delaware, was duly submitted to the
shareholders of said Power Phone, Inc. at a special meeting of said shareholders
called and held separately from the meeting of shareholders of any other
corporation, upon waiver of notice, signed by all shareholders, on June 7, 1995
for the purpose of considering and taking action upon said Agreement of Merger,
that shares of stock of said corporation were on said date issued and
outstanding and that the holders of 1 share voted by ballot in favor of said
Agreement of Merger and the holders of 0 shares voted by ballot against same,
the said affirmative vote representing at least two thirds of the total number
of shares of the outstanding capital stock of said corporation, and that thereby
the Agreement of Merger was at said meeting duly adopted as the act of the
shareholders of said Power Phone, Inc. and the duly adopted agreement of the
said corporation.
WITNESS my hand and seal of said Power Phone, Inc. on this 7th day of June,
1995.
/s/Noah Steinberg
- -------------------------
Secretary
(SEAL)
<PAGE>
THE ABOVE AGREEMENT OF MERGER, having been executed by the President and
Secretary of each corporate party thereto and having been adopted separately by
the stockholders of each corporate party thereto, in accordance with the
provisions of the General Corporation Law of the State of New York and the laws
of the State of Delaware, and the fact having been certified on said Agreement
of Merger by the Secretary of each corporate party thereto do now hereby execute
the said Agreement of Merger under the corporate seals of their respective
corporations, by the authority of the Directors and stockholders thereof, as the
respective act, deed and agreement of each of said corporation, on the 16th day
of June, 1995.
ABBEY GROUP, INC.
/s/Noah Steinberg
-----------------------------------------
President
ATTEST:
/s/Joseph Salamon
- -------------------------------------
Secretary
POWER PHONE, INC.
/s/Noah Steinberg
------------------------------------------
President
ATTEST:
/s/Noah Steinberg
- ---------------------------------------
Secretary
BY-LAWS
of
Power Phone, Inc.
ARTICLE I - OFFICES
Section 1. The registered office of the corporation shall be at 1963
Fiftieth Street, Brooklyn, NY 11204.
The registered agent in charge thereof shall be Company Corporation.
Section 2. The corporation may also have offices at such other places as
the Board of Directors may from time to time appoint or the business of the
corporation may require.
ARTICLE II - SEAL
Section 1. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware".
ARTICLE III - STOCKHOLDERS' MEETINGS
Section 1. Meetings of stockholders shall be held at the registered office
of the corporation in this state or at such place, either within or without this
state, as may be selected from time to time by the Board of Directors.
Section 2. Annual Meetings: The annual meeting of the stockholders shall be
held on the 2nd Friday of June in each year if not a legal holiday, and if a
legal holiday, then on the next secular day following at 10:00 AM o'clock A.M.,
when they shall elect a Board of Directors and transact such other business as
may properly be brought before the meeting. If the annual meeting for election
of directors is not held on the date designated therefor, the directors shall
cause the meeting to be held as soon thereafter as convenient.
Section 3. Election of Directors: Elections of the directors of the
corporation shall be by written ballot.
<PAGE>
Section 4. Special Meetings: Special meetings of the stockholders may be
called at any time by the President, or the Board of Directors, or stockholders
entitled to cast at least Board of Directors, or stockholder entitled to cast at
least one-fifth of the votes which all stockholders are entitled to cast at the
particular meeting. At any time, upon written request of any person or persons
who have duly called a special meeting, it shall be the duty of the Secretary to
fix the date of the meeting, to be held not more than sixty days after the
receipt of the request, and to give due notice thereof. If the Secretary shall
neglect or refuse to fix the date of the meeting and give notice thereof, the
person or persons calling the meeting may do so.
Business transacted at all special meetings shall be confined to the
objects stated in the call and matters germane thereto, unless all stockholders
entitled to vote are present and consent.
Written notice of a special meeting of stockholders stating the time and
place and object thereof, shall be given to each stockholder entitled to vote
thereat at least days before such meeting, unless a greater period of notice
is required by statute in a particular case.
Section 5. Quorum: 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 stockholders. If less than a majority of the outstanding shares
entitled to vote is represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.
Section 6. Proxies: Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the corporation generally. All
proxies shall be filed with the Secretary of the meeting before being voted
upon.
<PAGE>
Section 7. Notice of Meetings: Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called.
Unless otherwise provided by law, written notice of any meeting shall be
given not less than ten nor more than sixty days before the date of the meeting
to each stockholder entitled to vote at such meeting.
Section 8. Consent in Lieu of Meetings: Any action required to be taken at
any annual or special meeting of stockholders or a corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.
Section 9. List of Stockholders: The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
No share of stock upon which any installment is due and unpaid shall be voted at
any meeting. The list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.
ARTICLE IV - DIRECTORS
Section 1. The business and affairs of this corporation shall be managed by
its Board of Directors, three in number. The directors need not be residents of
this state or stockholders in the corporation. They shall be elected by the
stockholders at
<PAGE>
the annual meeting of stockholders of the corporation, and each director shall
be elected for the term of one year, and until his successor shall be elected
and shall qualify or until his earlier resignation or removal.
Section 2. Regular Meetings: Regular meetings of the Board shall be held
without notice at the registered office of the corporation, or at such other
time and place as shall be determined by the Board.
Section 3. Special Meetings: Special Meetings of the Board may be called by
the President on two days notice to each director, either personally or by mail
or by telegram; special meetings shall be called by the President or Secretary
in like manner and on like notice on the written request of a majority of the
directors in office.
Section 4. Quorum: A majority of the total number of directors shall
constitute a quorum for the transaction of business.
Section 5. Consent in Lieu of Meeting: Any action required or permitted to
be taken at any meeting of the Board of Directors, or of any committee thereof,
may be taken without a meeting if all members of the Board of committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee. The Board of
Directors may hold its meetings, and have an office or offices, outside of this
state.
Section 6. Conference Telephone: One or more directors may participate in a
meeting of the Board, or a committee of the Board or of the stockholders, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other;
participation in this manner shall constitute presence in person at such
meeting.
Section 7. Compensation: Directors as such, shall not receive any stated
salary for their services, but by resolution of the Board, a fixed sum and
expenses of attendance at each regular or special meeting of the Board PROVIDED,
that nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
Section 8. Removal: Any director or the entire Board of Directors may be
removed, with or without cause, by the holders
<PAGE>
of a majority of the shares then entitled to vote at an election of directors,
except that when cumulative voting is permitted, if less than the entire Board
is to be removed, no director may be removed without cause if the votes cast
against his removal would be sufficient to elect him if then cumulatively voted
at an election of the entire Board of Directors, or, if there be classes of
directors, at an election of the class of directors of which he is a part.
ARTICLE V - OFFICERS
Section 1. The executive officers of the corporation shall be chosen by the
directors and shall be a President, Secretary and Treasurer. The Board of
Directors may also choose a Chairman, one or more Vice Presidents and such other
officers as it shall deem necessary. Any number of offices may be held by the
same person.
Section 2. Salaries: Salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.
Section 3. Term of Office: The officers of the corporation shall hold
office for one year and until their successors are chosen and have qualified.
Any officer or agent elected or appointed by the Board may be removed by the
Board of Directors whenever in its judgment the best interest of the corporation
will be served thereby.
Section 4. President: The President shall be the chief executive officer of
the corporation; he shall preside at all meetings of the stockholders and
directors; he shall have general and active management of the business of the
corporation, shall see that all orders and resolutions of the Board are carried
into effect, subject, however, to the right of the directors to delegate any
specific powers, except such as may be by statute exclusively conferred on the
President, to any other officer or officers of the corporation. He shall execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
corporation. He shall be EX-OFFICIO a member of all committees, and shall have
the general power and duties of supervision and management usually vested in the
office of President of a corporation.
Section 5. Secretary: The Secretary shall attend all sessions of the Board
and all meetings of the stockholders and act as clerk thereof, and record all
the votes of the corporation and the minutes of all its transactions in a book
to be kept for
<PAGE>
that purpose, and shall perform like duties for all committees of the Board of
Directors when required. He shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
and under whose supervision he shall be. He shall keep in safe custody the
corporate seal of the corporation, and when authorized by the Board, affix the
same to any instrument requiring it.
Section 6. Treasurer: The Treasurer shall have custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation, and shall keep the moneys
of the corporation in separate account to the credit of the corporation. He
shall disburse the funds of the corporation as may be ordered by the Board,
taking proper vouchers for such disbursements, and shall render to the President
and directors, at the regular meetings of the Board, or whenever they may
require it, an account of all his transactions as Treasurer and of the financial
condition of the corporation.
ARTICLE VI - VACANCIES
Section 1. Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise, shall be filled by the Board of Directors.
Vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors then
in office, although not less than a quorum, or by a sole remaining director. If
at any time, by reason of death or resignation or other cause, the corporation
should have no directors in office, then any officer or any stockholder or an
executor, administrator, trustee or guardian of a stockholder, or other
fiduciary entrusted with like responsibility for the person or estate of a
stockholder, may call a special meeting of stockholders in accordance with the
provisions of these By-Laws.
Section 2. Resignations Effective at Future Date: When one or more
directors shall resign from the Board, effective at a future date, a majority of
the directors then in office, including those who have so resigned, shall have
power to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective.
<PAGE>
ARTICLE VII - CORPORATE RECORDS
Section 1. Any stockholder of record, in person or by attorney or other
agent, shall, upon written demand under oath stating the purpose thereof, have
the right during the usual hours for business to inspect for any proper purpose
the corporation's stock ledger, a list of its stockholders, and its other books
and records, and to make copies or extracts therefrom. A proper purpose shall
mean a purpose reasonably related to such person's interest as a stockholder. In
every instance where an attorney or other agent shall be the person who seeks
the right to inspection, the demand under oath shall be accompanied by a power
of attorney or such other writing which authorizes the attorney or other agent
to so act on behalf of the stockholder. The demand under oath shall be directed
to the corporation at its registered office in this state or at its principal
place of business.
ARTICLE VIII - STOCK CERTIFICATES, DIVIDENDS, ETC.
Section 1. The stock certificates of the corporation shall be numbered and
registered in the share ledger and transfer books of the corporation as they are
issued. They shall bear the corporate seal and shall be signed by the
Section 2. Transfers: Transfers of shares shall be made on the books of the
corporation upon surrender of the certificates therefor, endorsed by the person
named in the certificate or by attorney, lawfully constituted in writing. No
transfer shall be made which is inconsistent with law.
Section 3. Lost Certificate: The corporation may issue a new certificate of
stock in the place of any certificate theretofore signed by it, alleged to have
been lost, stolen or destroyed, and the corporation may require the owner of the
lost, stolen or destroyed certificate, or his legal representative to give the
corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
Section 4. Record Date: In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or the express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of
<PAGE>
stock or for the purpose of any other lawful action, the Board of Directors may
fix, in advance, a record date, which shall not be more than sixty nor less than
ten days before the date of such meeting, nor more than sixty days prior to any
other action.
If no record date is fixed:
(a) The record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business
on the day next preceding the day on which notice is given, or if notice is
waived, at the close of business on the day next preceding the day on which
the meeting is held.
(b) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior
action in writing without a meeting, when no prior action by the Board of
Directors is necessary, shall be the day on which the first written consent
is expressed.
(c) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
(d) A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.
Section 5. Dividends: The Board of Directors may declare and pay dividends
upon the outstanding shares of the corporation from time to time and to such
extent as they deem advisable, in the manner and upon the terms and conditions
provided by the statute and the Certificate of Inspection.
Section 6. Reserves: Before payment of any dividend there may be set aside
out of the net profits of the corporation such sum or sums as the directors,
from time to time, in their absolute discretion, think proper as a reserve fund
to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose as the
directors shall think conducive to the interests of the corporation, and the
directors may abolish any such reserve in the manner in which it was created.
<PAGE>
ARTICLE IX - MISCELLANEOUS PROVISIONS
Section 1. Checks: All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.
Section 2. Fiscal Year: The fiscal year shall begin on the first day of
July.
Section 3. Notice: Whenever written notice is required to be given to any
person, it may be given to such person, either personally or by sending a copy
thereof through the mail, or by telegram, charges prepaid, to his address
appearing on the books of the corporation, or supplied by him to the corporation
for the purpose of notice. If the notice is sent by mail or by telegraph, it
shall be deemed to have been given to the person entitled thereto when deposited
in the United States mail or with a telegraph office for transmission to such
person. Such notice shall specify the place, day and hour of the meeting and, in
the case of a special meeting of stockholders, the general nature of the
business to be transacted.
Section 4. Waiver of Notice: Whenever any written notice is required by
statute, or by the Certificate or the By-Laws of this corporation a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice. Except in the case of a special meeting of
stockholders, neither the business to be transacted at nor the purpose of the
meeting need be specified in the waiver of notice of such meeting. Attendance of
a person either in person or by proxy, at any meeting shall constitute a waiver
of notice of such meeting, except where a person attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting was not lawfully called or convened.
Section 5. Disallowed Compensation: Any payments made to an officer or
employee of the corporation such as a salary, commission, bonus, interest, rent,
travel or entertainment expense incurred by him, which shall be disallowed in
whole or in part as a deductible expense by the Internal Revenue Service, shall
be reimbursed by such officer or employee to the corporation to the full extent
of such disallowance. It shall be the duty of the directors, as a Board, to
enforce payment of each such amount disallowed. In lieu of payment by the
officer or employee, subject to the determination of the directors,
proportionate amounts may be withheld from his future
<PAGE>
compensation payments until the amount owed to the corporation has been
recovered.
Section 6. Resignations: Any director or other officer may resign at
anytime, such resignation to be in writing, and to take effect from the time of
its receipt by the corporation, unless some time be fixed in the resignation and
then from that date. The acceptance of a resignation shall not be required to
make it effective.
ARTICLE X - ANNUAL STATEMENT
Section 1. The President and Board of Directors shall present at each
annual meeting a full and complete statement of the business and affairs of the
corporation for the preceding year. Such statement shall be prepared and
presented in whatever manner the Board of Directors shall deem advisable and
need not be verified by a certified public accountant.
ARTICLE XI - AMENDMENTS
Section 1. These By-Laws may be amended or repealed by the vote of
stockholders entitled to cast at least a majority of the votes which all
stockholders are entitled to cast thereon, at any regular or special meeting of
the stockholders, duly convened after notice to the stockholders of that
purpose.
State of Delaware
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY "POWER PHONE, INC." IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF
DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS
THE RECORDS OF THIS OFFICE SHOW AS OF THE THIRTEENTH DAY OF MAY, A.A., 1996.
[seal of Secretary's office] /s/Edward J. Freel
---------------------------------
Edward J. Free, Secretary of State
2510178 8300 AUTHENTICATION: 79-43994???
960138334 DATE: 05-13-96
[Seal of State of Delaware watermark]
AGREEMENT BETWEEN POWER PHONE, INC.,
AND 800 POWER PHONE, INC.
FOR PURCHASE AS SUBSIDIARY
FOR VALUE RECEIVED, the receipt of which is acknowledged by the
undersigned, it is hereby agreed by and between the parties hereto as follows:
1. 800 POWER PHONE, INC. ("800") hereby agrees to transfer to POWER PHONE,
INC. ("POWER"), a Delaware corporation, all of the outstanding shares of 800.
2. 800 shall cause to be transferred to POWER all of its outstanding shares
and will cause the execution and transfer of all documentation and items
necessary to effectuate such transfer.
3. POWER and 800 warrant that this transaction is fully approved by the
necessary percentage vote of directors and shareholders necessary to approve a
transaction of this nature.
4. 800 represents and warrants that it is free of all liabilities and
encumbrances and that the shares are likewise free of all liabilities and
encumbrances except as to those enumerated in the financial statement. 800 will
hold POWER harmless from all claims and liabilities asserted against 800 or
POWER in breach of this warranty and will make POWER whole for all damages and
losses arising from such claims and liabilities.
5. 800, at the option of POWER, shall effect the resignation of the Board
of Directors and Officers of 800 and shall cause to be substituted the designees
of POWER as instructed by POWER.
6. In consideration for the transfer of 800 to POWER, POWER hereby agrees
to issue to 800 the total of four million three hundred and ninety three
thousand six hundred and twenty nine (4,393,629) common shares of POWER.
IN WITNESS WHEREOF, the designated Officers of the respective corporations
have affixed their signatures and Corporate Seals on this 19th day of June,
1995.
PHONE POWER, INC. 800 POWER PHONE, INC.
by: /s/Noah Steinberg by: /s/Noah Steinberg
------------------------- ------------------------------
Noah Steinberg, President Noah Steinberg, President
AGREEMENT BETWEEN POWER PHONE INC. ("POWER")
R.T. MARKETING, INC. ("RT") and H. GUS MECHALAS ("GM")
FOR PURCHASE OF SOFTWARE
FOR VALUE RECEIVED, the receipt of which is acknowledged by the
undersigned, it is hereby agreed by and between the parties hereto as follows:
1. R.T. and GM hereby represent and warrant that RT is possessed of
professional commercial grade computer software known as "ASAP" which is salable
in the over-the-counter consumer software market having a minimum wholesale
appraised value of one million five hundred thousand ($1,500,000). RT has full
legal assignable title and unencumbered ownership of the "ASAP" software and has
full authority and power to transfer such to POWER.
2. RT hereby transfers to POWER all rights, title and interest to the
software known as "ASAP". RT, if needed, shall execute and transfer all
documentation and items necessary to effectuate such transfer.
3. RT represents and warrants that the software is free of all liabilities
and encumbrances. RT will hold POWER harmless from all claims and liabilities
asserted against POWER in breach of this warranty and will make POWER whole for
all damages and losses arising from such claims and liabilities.
4. In consideration for the transfer of the software to POWER, POWER hereby
agrees to issue to RT fifty thousand (50,000) shares of Series A Redeemable
Convertible Preferred Stock.
5. Each share of the Series A Preferred Stock shall be convertible into ten
(10) common shares of POWER.
6. The Preferred Stock shall have a priority for dividends over the common
stock of POWER.
7. The Preferred Stock is redeemable in whole or in part at any time, at
the option of POWER, at a redemption price of twenty five dollars ($25.00) per
share plus accrued and unpaid dividends, if such exist.
8. RT shall provide an appraisal of the software from a reputable
appraiser.
9. Both parties have fully satisfied themselves as to the nature of this
transaction together with its complete details and implications.
<PAGE>
10. RT and GM agree to provide services to POWER and subsidiaries for a
minimum of ten (10) years from the time this agreement becomes effective, as per
consulting contract. They shall provide services part-time or full-time and from
time to time or on a continuing basis as shall be required at POWER's sole
determination all at a reasonable compensation as provided for in such
consulting contract.
IN WITNESS WHEREOF, the designated Officers of the respective corporations
and GM have affixed their signatures and Corporate Seals on this 19th day of
June, 1995.
PHONE POWER, INC. R.T. MARKETING, INC.
by: /s/Noah Steinberg by: /s/H. Gus Mechalas
------------------------- ------------------------------
Noah Steinberg, President H. Gus Mechalas
/s/H. Gus Mechalas
------------------------------
H. Gus Mechalas
<PAGE>
ADDENDUM TO
AGREEMENT BETWEEN POWER PHONE INC.,
R.T. MARKETING, INC. and H. GUS MECHALAS
FOR PURCHASE OF SOFTWARE
FOR VALUE RECEIVED, the receipt of which is acknowledged by the
undersigned, it is hereby agreed by and between the parties hereto as follows:
1. As additional consideration for the transfer of the software to POWER,
and in accordance with the letter of intent that provides for consideration from
POWER in the amount of 80,000 preferred shares, POWER hereby agrees to issue to
Beryl Wolk thirty thousand (30,000) shares of Series A Redeemable Convertible
Preferred Stock.
2. Each share of the Series A Preferred Stock shall be convertible into ten
(10) common shares of POWER.
3. The Preferred Stock shall have a priority for dividends over the common
stock of POWER.
4. The Preferred Stock is redeemable in whole or in part at any time, at
the option of POWER, at a redemption price of twenty five dollars ($25.00) per
share plus accrued and unpaid dividends, if such exist.
5. These preferred shares are subject to restriction as to sale and
convertibility to common stock for the period of two years from the time of
their issuance. The preferred shares are further subject to cancellation as
provided in the main agreement herein.
IT WITNESS WHEREOF, the designated Officers of POWER and GM personally have
affixed their signatures on this 19th day of June, 1995.
PHONE POWER, INC. R.T. MARKETING, INC.
by: /s/Noah Steinberg by: /s/H. Gus Mechalas
------------------------- ------------------------------
Noah Steinberg, President H. Gus Mechalas
/s/H. Gus Mechalas
------------------------------
H. Gus Mechalas
AGREEMENT BETWEEN POWER PHONE INC.,
LEN GARON ENTERPRISES, INC. AND LEN GARON
FOR PURCHASE OF PREPAID ARTWORK
FOR VALUE RECEIVED, the receipt of which is acknowledged by the
undersigned, it is hereby agreed by and between the parties hereto as follows.
1. LEN GARON ENTERPRISES, INC. ("LG") hereby transfers to POWER PHONE, INC.
("POWER") two million dollars ($2,000,000), at direct wholesale distributor
prices, of original artwork, limited edition prints and hand-colored enhanced
prints ("artwork") created and supplied by LEN GARON through his professional
talents as an artist.
2. LG will deliver to POWER all necessary documentation required to
properly effectuate and/or reflect the transfer of the artwork to POWER or
designee. Such documentation shall be subject to LG's approval, which approval
shall not be unreasonably withheld.
3. LG and LEN GARON warrant that LG has acquired full legal assignable
title and unencumbered ownership of the prepaid artwork transferred hereunder
and can deliver the artwork within a commercially reasonable time from the date
of POWER's requests for delivery.
4. LG agrees to deliver the artwork, hereunder being transferred, within a
commercially reasonable time, in blocks and in amounts as shall be from time to
time reasonably required by POWER, upon demand.
5. LG will supply POWER with an inventory list and an appraisal.
6. LG will maintain the artwork and provide the services due hereunder at
its own cost and risk.
7. In consideration for the transfer of the artwork to POWER, POWER hereby
agrees to issue to LG forty thousand (40,000) shares of Series A Redeemable
Convertible Preferred Stock redeemable at $25 per share, as set forth herein.
8. Each share of the Series A Preferred Stock shall be convertible into ten
(10) common shares of POWER.
9. The Preferred Stock shall have a priority for dividends over the common
stock of POWER. Dividends of the Preferred Stock are cumulative and accrue at
the rate of two dollars ($2.00) per share annually, accruing annually, beginning
from the date of the original issue of such Preferred Stock. At the option of
POWER the dividends may be paid by the issuance of common shares of POWER at a
price of equal to the overage of
<PAGE>
high bid and low ask of the common stock of POWER, thirty days prior to the
dividend payment record date.
10. The Preferred Stock is redeemable in whole or in part at any time, at
the option of POWER, or at the option of LG pursuant to paragraph 16 herein, at
a redemption price of twenty five dollars ($25.00) per share plus accrued and
unpaid dividends, if such exist.
11. POWER will use reasonable best efforts to sell and/or market the
artwork. Reasonable best efforts may, at POWER's discretion, include packaging
artwork together with or as part of other products of POWER or other companies
POWER may deal with, reselling through television, art galleries, art shows and
charitable functions, and exchanging artwork for other assets of equal or
greater value. Retail prices shall be determined by LG using LG's sole
reasonable discretion. If after two (2) years of such reasonable best efforts
POWER is unable to sell and/or market the artwork for a total price at or above
$2,000,000, then POWER shall have the right to cancel any unearned Preferred
Shares issued hereunder and return the unsold artwork and cancel the agreement.
If POWER opts to cancel, LG shall be entitled to retain all earned shares of
preferred stock, which amount includes shares released due to actual sales, as
described below. In line with the purposes of this paragraph, and subject to
paragraph 16 herein, all of the 40,000 Preferred shares issued hereunder shall
have a restriction as to transfer and conversion to common shares, as described
in paragraph 8, for the first 2 years from the time of their issuance.
During the two year restriction period, preferred shares shall be released
from the restriction, as herein, in an amount directly proportionate to the
actual sales achieved in relation to the original $2,000,000 value.
12. POWER shall be responsible for all costs incurred in the marketing,
selling and delivery of the artwork. LG shall be responsible for the proper care
and warehousing of the artwork until delivered to POWER.
13. LEN GARON and LG shall provide the artwork together with personal
services and provide the use of their sales network for distribution and
marketing as such may be reasonably required by POWER at POWER's sole reasonable
discretion. If such additional services are used, LG will be paid a commission
of 10% of the sale price or a reasonable negotiated consulting fee, whichever is
lower.
14. All copyrights, licensing rights and rights of reproduction for all of
the art remain the property of LG, LEN GARON, their heirs, successors and
assigns. The acquisition or purchase of any such rights by POWER shall be the
subject of future agreements and is not covered by this contract.
<PAGE>
15. If, after the two years specified in paragraph 11, the preferred shares
or their equivalent in common shares, given the right of redemption, do not have
a market price of at least two million dollars ($2,000,000), or a pro rated
amount considering shares that may have been redeemed under paragraph 10, then,
at the option of POWER, either artwork shall be returned in an amount equal to
such deficiency in price, or, additional preferred shares may be issued to
compensate for the deficiency, or POWER may cancel this agreement by returning
the remaining artwork and canceling its pro-rated equivalent number of preferred
shares.
16. Thirty five percent (35%) of the gross sales of the artwork shall be
used as a specific fund in order to effectuate the redemption of the Preferred
Stock as described in paragraph 10. Such redemption effected by using moneys
from the fund shall be at the option of LG. An accounting shall be given to LG
on a monthly basis stating the current amount of the fund. LG has an thirty day
period from the receipt of the accounting in order to opt for redemption. If LG
does not respond or does not assert its right to cause redemption, then the
amount existing in the fund at the time of accounting may be released by POWER
from the fund and used by POWER for any purpose. This shall not effect LG's
ability to assert its right to cause redemption at a later date from future
amounts in the fund.
17. LG retains the right to sell artwork from the inventory being
transferred hereunder. Such right shall exist only prior to such artwork
becoming the subject of a sale order by POWER and shall be upon LG's notice to
POWER. LG shall immediately replace any artwork sold hereunder with artwork of
equal value.
In order to preserve LG's right to sell, herein granted, POWER shall demand
delivery of artwork, as per paragraph 4 herein, only when an actual order is in
place or when needed in reasonable amounts for shows, exhibits and sample items.
POWER shall have a right of substitution and exchange of artwork for
artwork of equal value. Such substitution is dependent upon availability.
18. LG shall have 60 days from the time written notice is received in order
to cure any default hereunder.
19. Both parties have fully satisfied themselves as to the nature of this
transaction together with its complete details and implications.
20. Any disputes between the parties shall be settled by AAA Arbitration at
Philadelphia, Pennsylvania.
<PAGE>
21. This contract shall be governed by and construed in accordance with the
laws of the State of Pennsylvania.
22. LEN GARON has individually joined in this agreement solely for the
purposes of paragraphs 3 and personal services to be provided under paragraph
13. All other responsibility, other than those of POWER, shall be the
responsibility of LG, and the liability of LEN GARON (individually) shall be so
limited.
IN WITNESS WHEREOF, the designated Officers of the undersigning
corporations, and LEN GARON personally as to paragraphs 3 and 13, have affixed
their signatures on this 21st day of June, 1995.
PHONE POWER, INC. LEN GARON ENTERPRISES, INC.
by: /s/Noah Steinberg by: /s/Len Garon Pres.
------------------------- -----------------------------
Noah Steinberg, President Len Garon, President
/s/Len Garon
-----------------------------
Len Garon
<PAGE>
ADDENDUM TO
AGREEMENT BETWEEN POWER PHONE, INC.,
LEN GARON ENTERPRISES, INC. AND LEN GARON
FOR PURCHASE OF PREPAID ARTWORK
FOR VALUE RECEIVED, the receipt of which is acknowledged by the
undersigned, it is hereby agreed by and between the parties hereto as follows:
1. As additional consideration for the transfer of the artwork to POWER,
and in accordance with the letter of intent providing for consideration from
POWER in the amount of 80,000 preferred shares, POWER hereby agrees to issue to
CABLE PRINT NETWORK MARKETING, INC. (CPNM), forty thousand (40,000) shares of
Series A Redeemable Convertible Preferred Stock redeemable at $25 per share, as
set forth herein.
2. Each share of the Series A Preferred Stock shall be convertible into ten
(10) common shares of POWER.
3. The Preferred Stock shall have a priority for dividends over the common
stock of POWER.
4. The Preferred Stock is redeemable in whole or in part at any time, at
the option of POWER, at a redemption price of twenty five dollars ($25.00) per
share plus accrued and unpaid dividends, if such exist.
5. These preferred shares are subject to cancellation and release from
restriction in the same manner as the preferred shares being issued to LG as
provided for in the main part of the agreement. All of the 40,000 Preferred
shares issued hereunder shall have a restriction as to transfer and conversion
to common shares, for the first 2 years from the time of their issuance.
During the two year restriction period, preferred shares shall be released
from the restriction, as herein, in an amount directly proportionate to the
actual sales achieved in relation to the original $2,000,000 value.
6. CPNM shall be responsible for producing and aiding in the implementation
of a marketing plan in relation with the sale of the artwork.
7. CPNM shall have 60 days from the time written notice is received in
order to cure any default hereunder or by LG as per the main agreement herein.
8. Both parties have fully satisfied themselves as to the nature of this
transaction together with its complete details and implications.
<PAGE>
9. Any disputes between the parties shall be settled by AAA Arbitration at
Philadelphia, Pennsylvania.
10. This contract shall be governed by and construed in accordance with the
laws of the State of Pennsylvania.
IT WITNESS WHEREOF, the designated Officers of the undersigning
corporations, and LEN GARON have affixed their signatures on this 21st day of
June, 1995.
PHONE POWER, INC. LEN GARON ENTERPRISES, INC.
by: /s/Noah Steinberg by: /s/Len Garon Pres.
------------------------- ------------------------------
Noah Steinberg, President Len Garon, President
/s/Len Garon
------------------------------
Len Garon
ABBEY GROUP INC.
STATEMENT
JUNE 30, 1992
<PAGE>
DAVID SUSS
CERTIFIED PUBLIC ACCOUNTANT
271 MADISON AVENUE
SUITE 208
NEW YORK, NY 10016
-------
(212) 883-1050
The Board of Directors
Abbey Group Inc.
Gentlemen:
I have examined the Balance Sheet and Statement of Income and Expenses as
at June 30, 1992 and for the year ended June 30, 1992 respectively.
My examination was made in accordance with generally accepted auditing
standards, and accordingly, included such tests of the accounting records and
such other auditing procedures as I considered necessary under the
circumstances.
In my opinion, the accompanying Balance Sheet as at June 30, 1992 and the
Statement of Income and Expenses for the year ended June 30, 1992 present fairly
the position of the Abbey Group Inc. and the result of operations of the year
then ended, in conformity with generally accepted accounting principles applied
on a basis consistent with that of the preceding year.
Respectfully submitted,
/s/ David Suss CPA
---------------------------
David Suss
Certified Public Accountant
<PAGE>
DAVID SUSS
CERTIFIED PUBLIC ACCOUNTANT
271 MADISON AVENUE
SUITE 208
NEW YORK, NY 10016
-------
(212) 883-1050
The Board of Directors
Abbey Group Inc.
Gentlemen:
I have examined the Balance Sheet and Statement of Income and Expenses as
at June 30, 1992 and for the year ended June 30, 1992 respectively.
My examination was made in accordance with generally accepted auditing
standards, and accordingly, included such tests of the accounting records and
such other auditing procedures as I considered necessary under the
circumstances.
In my opinion, the accompanying Balance Sheet as at June 30, 1992 and the
Statement of Income and Expenses for the year ended June 30, 1992 present fairly
the position of the Abbey Group Inc. and the result of operations of the year
then ended, in conformity with generally accepted accounting principles applied
on a basis consistent with that of the preceding year.
Respectfully submitted,
/s/ David Suss CPA
---------------------------
David Suss
Certified Public Accountant
<PAGE>
ABBEY GROUP INC.
INCOME STATEMENT
JULY 1, 1991 - JUNE 30, 1992
INCOME $ NONE
EXPENSES
Total Expenses 9,700
--------
NET LOSS ($ 9,700)
RETAINED EARNINGS - JULY 1, 1991 (522,102)
--------
RETAINED EARNINGS - JUNE 30, 1992 ($531,802)
========
See accompanying letter of transmittal.
ABBEY GROUP INC.
STATEMENT
JUNE 30, 1993
<PAGE>
DAVID SUSS
CERTIFIED PUBLIC ACCOUNTANT
271 MADISON AVENUE
SUITE 208
NEW YORK, NY 10016
-------
(212) 883-1050
The Board of Directors
Abbey Group Inc.
Gentlemen:
I have examined the Balance Sheet and Statement of Income and Expenses as
at June 30, 1993 and for the year ended June 30, 1993 respectively.
My examination was made in accordance with generally accepted auditing
standards, and accordingly, included such tests of the accounting records and
such other auditing procedures as I considered necessary under the
circumstances.
In my opinion, the accompanying Balance Sheet as at June 30, 1993 and the
Statement of Income and Expenses for the year ended June 30, 1993 present fairly
the position of the Abbey Group Inc. and the result of operations of the year
then ended, in conformity with generally accepted accounting principles applied
on a basis consistent with that of the preceding year.
Respectfully submitted,
/s/ David Suss CPA
---------------------------
David Suss
Certified Public Accountant
<PAGE>
ABBEY GROUP INC.
BALANCE SHEET
JUNE 30, 1993
ASSETS
TOTAL ASSETS $ -0-
========
LIABILITIES
Accrued Expenses $ 1,228
Stockholder Loans 13,505
--------
TOTAL LIABILITIES $ 14,733
STOCKHOLDERS EQUITY (DEFICIT)
Common Stock $ 74,409
Paid-In Capital 452,360
Retained Earnings (541,502)
--------
TOTAL SHAREHOLDERS DEFICIT ($ 14,733)
========
See accompanying letter of transmittal.
<PAGE>
ABBEY GROUP INC.
INCOME STATEMENT
JULY 1, 1992 - JUNE 30, 1993
INCOME $ NONE
EXPENSES
Total Expenses 9,700
---------
NET LOSS ($ 9,700)
RETAINED EARNINGS - JULY 1, 1992 (531,802)
---------
RETAINED EARNINGS - JUNE 30, 1993 ($541,502)
=========
See accompanying letter of transmittal.
ABBEY GROUP INC.
STATEMENT
JUNE 30, 1994
<PAGE>
DAVID SUSS
CERTIFIED PUBLIC ACCOUNTANT
271 MADISON AVENUE
SUITE 208
NEW YORK, NY 10016
-------
(212) 883-1050
The Board of Directors
Abbey Group Inc.
Gentlemen:
I have examined the Balance Sheet and Statement of Income and Expenses as
at June 30, 1994 and for the year ended June 30, 1994 respectively.
My examinations was made in accordance with generally accepted auditing
standards, and accordingly, included such tests of the accounting records and
such other auditing procedures as I considered necessary under the
circumstances.
In my opinion, the accompanying Balance Sheet as at June 30, 1994 and the
Statement of Income and Expenses for the year ended June 30, 1994 present fairly
the position of the Abbey Group Inc. and the result of operations of the year
then ended, in conformity with generally accepted accounting principles applied
on a basis consistent with that of the preceding year.
Respectfully submitted,
/s/ David Suss CPA
---------------------------
David Suss
Certified Public Accountant
<PAGE>
ABBEY GROUP INC.
BALANCE SHEET
JUNE 30, 1994
ASSETS
TOTAL ASSETS $ -0-
========
LIABILITIES
Accrued Expenses $ 1,228
Accrued Taxes 4,963
Stockholder Loans 23,205
--------
TOTAL LIABILITIES $ 29,396
STOCKHOLDERS EQUITY (DEFICIT)
Common Stock $ 74,409
Paid-In Capital 452,360
Retained Earnings (556,165)
---------
TOTAL SHAREHOLDERS DEFICIT ($ 29,396)
=========
See accompanying letter of transmittal.
<PAGE>
ABBEY GROUP INC.
INCOME STATEMENT
JULY 1, 1993 - JUNE 30, 1994
INCOME $ NONE
EXPENSES
Total Expenses 14,663
---------
NET LOSS ($ 14,663)
RETAINED EARNINGS - JULY 1, 1993 (541,502)
---------
RETAINED EARNINGS - JUNE 30, 1994 ($556,165)
=========
See accompanying letter of transmittal.
MICHAEL, ADEST & BLUMENKRANTZ
----------------------------------
CERTIFIED PUBLIC ACCOUNTANTS, P.C.
SEVEN PENN PLAZA
NEW YORK, NEW YORK 10001
212-563-2525 FAX 212-563,3549
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Stockholders
Power Phone, Inc
Brooklyn, New York
We have audited the accompanying balance sheet of Power Phone, Inc. (a
development stage company) as at June 30, 1995 and the related statements of
operations, changes in stockholders' equity and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used 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 financial statements enumerated above present fairly, in all
material respects, the financial position of Power Phone, Inc. at June 30, 1995
and the results of its operations, changes in capital deficiency and cash flows
for the year then ended in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, to the
financial statements, the Company has sustained recurring losses from operations
that raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Michael, Adest & Blumenkrantz
Certified Public Accountants, P.C.
/s/ Michael, Adest & Blumenkrantz
New York, New York
August 18, 1995
1
<PAGE>
POWER PHONE, INC.
(a development stage company)
BALANCE SHEET
June 30, 1995
ASSETS
Current asset-cash in bank $ 844
Software 2,000,000
Art Inventory 2,000,000
Goodwill 219,681
-----------
TOTAL $ 4,220,525
===========
LIABILITIES
Current liabilities:
Due to Officer $ 7,830
-----------
Total current liabilities 7,830
-----------
STOCKHOLDERS' EQUITY
Common Stock- $0.01 par value,
25,000,000 shares authorized,
7,081,818 issued 70,818
Series A redeemable convertible
preferred stock- $0.01 par value,
10,000,000 shares authorized,
160,000 issued 1,600
Additional paid in capital 4,734,032
Deficit accumulated during the
development stage (593,755)
-----------
Total stockholders' equity 4,212,695
-----------
TOTAL $ 4,220,525
===========
See Accompanying notes to Financial Statements
<PAGE>
POWER PHONE, INC.
(a development stage company)
STATEMENT OF OPERATIONS
June 30, 1995
Shareholder expenses $ 2,111
Operating expenses 35,479
-----------
TOTAL 37,590
-----------
NET (LOSS) $ (37,590)
===========
Net (loss) per share
of common stock $ (005)
-----------
Number of common shares
and common share equivalents
used in computation 7,081,818
===========
See accompanying notes to Financial Statements
<PAGE>
POWER PHONE, INC.
(a development stage company)
STATEMENT OF CASH FLOWS
JUNE 30, 1995
Cash flows from operating activities:
Net (loss) $ (37,590)
Adjustments to reconcile net (loss) to
net cash (used in) operating activities:
Increase (decrease) in accrued expenses
and other liabilities (21,566)
-----------
Net cash (used in)
operating activities (59,156)
-----------
Cash flows from financing activities:
Net proceeds from sale of common and
preferred stock 60,000
-----------
Net cash provided
by financing activities: 60,000
-----------
NET INCREASE IN CASH 844
Cash at beginning of period $ 844
Stock issued for acquisition of
various assets $ 4,219,681
===========
See accompanying notes to Financial Statements
POWER PHONE, INC.
CUMULATIVE UNAUDITED
THREE QUARTER STATEMENT
FOR THE PERIOD
JULY 1, 1995
TO
MARCH 31, 1996
<PAGE>
(POWER PHONE, INC.
(a development stage company)
BALANCE SHEET (Unaudited)
MARCH 31, 1996
ASSETS
Current Assets - Cash in Bank $604
Software 2,000,000
Art Inventory 2,000,000
Equipment 12,740
Goodwill 223,081
-------
TOTAL $4,236,425
==========
LIABILITIES
Current liabilities:
Due to Officers $86,907
Accounts Payable 8,730
-----
TOTAL CURRENT LIABILITIES 95,637
------
STOCKHOLDERS' EQUITY
Common Stock- $0.01 par value, 74,218
25,000,000 shares authorized
7,421,818 issued.
Series A redeemable convertible preferred stock- $0.01 par value,
10,000,000 shares authorized
160,000 issued 1,600
Additional paid in capital 4,734,032
Deficit accumulated during the (669,062)
development stage --------
TOTAL STOCKHOLDERS' EQUITY $4,140,788
----------
TOTAL $4,236,425
==========
<PAGE>
POWER PHONE, INC.
(a development stage company)
STATEMENT OF OPERATIONS (Unaudited)
(Cumulative three quarters)
MARCH 31, 1996
Operating expenses $ 75,307
--------
TOTAL 75,307
--------
NET (LOSS) $(75,307)
========
Net (loss) per share
of common stock $ (.010)
--------
Number of common shares
and common share equivalents
used in computation 7,421,818
=========
<PAGE>
POWER PHONE, INC.
(a development stage company)
STATEMENT OF CASH FLOWS (Unaudited)
MARCH 31, 1996
Cash flows from operating activities:
Net (loss) $(75,307)
Adjustments to reconcile net (loss) to
net cash (used in) operating activities:
Changes in operating assets and liabilities:
Increase (decrease) in accrued expenses
and other liabilities 87,807
--------
Net cash (used in)
operating activities 12,500
--------
Cash flows from investing activities:
Purchase of furniture & fixtures (12,740)
--------
NET DECREASE IN CASH (240)
Cash at beginning of period 844
--------
CASH AT END OF PERIOD $ 604
--------
Stock issued for acquisition of
various assets $ 3,400
--------
(9/26/95)
Overlook Communications International
Call Center
Service Agreement
This Agreement is entered into this 1st day of October, 1995 by and between
Overlook Communications International, Corp., a North Carolina Corporation
("OCI") AND 800 Power Phone, Inc. (Customer)
WITNESSETH:
WHEREAS, OCI desires to provide and Customer desires to receive (1) access to a
long distance telephone network necessary to transport telephone calls made to a
telephone number with the prefix 1-800 ("1-800 calls") and (2) OCI's call
termination service which shall respond to 1-800 calls through OCI's "Live
Operator" call center.
NOW THEREFORE, in consideration of the mutual covenants and promises contained
in this Agreement, OCI and Customer agree as follows:
1. SERVICES PROVIDED.
A. Customer shall provide OCI with a telephone number with a prefix of 1-800
"POWER PHONE" (769-3774) that will be used by OCI exclusively for the Customers
services. Upon termination of this agreement the 1-800 Number remains the
property of the Customer. Customer shall be directly responsible for all long
distance transport charges and will be billed directly by the long distance
carrier.
B. Customer shall procure long distance service from Sprint an interexchange
long distance carrier to transport calls to OCI's switching network in Atlanta
Georgia. OCI shall provide Customer with access to such Network for a network
fee in accordance with the attached rate sheet.
C. OCI shall provide Customer with "Live Operator" call service which shall
respond to calls made to Customer's 1-800 Number. OCI shall provide this service
for a fee in accordance with the attached rate sheet.
D. Customer shall provide OCI with the Response/Script which the Service Bureau
shall use to respond to incoming calls to Customer's 1-800 Number. Customer
shall have the sole responsibility for the legality of the content of the
Response/Script. Although OCI will not and has no obligation to screen the
content of the Response, OCI, in its sole discretion, reserves the right, upon
prior notification to customer, to refuse to use any Customer Response if OCI
for whatever reason determines it to be inappropriate.
<PAGE>
Page 2
E. OCI agrees to use its good faith best efforts to provide the services called
for hereunder on a 24-hour a day, 7-day a week basis. OCI's services shall be of
a quality that is generally acceptable based on industry standards. Customer
understands that the services to be provided by OCI may be interrupted by force
majeure (as defined in Item 13 hereof) and agrees that OCI shall not be liable
therefore. If deficiency may affect Customer's business, customer may seek
alternative services immediately and, if the problem is not remedied within 10
days, Customer may terminate this agreement.
2. FEES.
In consideration for the services to be rendered by OCI under this Agreement,
Customer agrees to pay OCI the following fees all of which are more specifically
identified on the attached rate sheet.
3. PAYMENT TERMS.
A. Customer agrees to pay OCI for transmission capacity and operator services
provided by OCI at the prices specified in this Agreement. If Customer requests
and OCI provides services not delineated herein, Customer agrees to pay OCI
price in effect at the time such service was rendered.
B. Fees do not include taxes. (At the present time, Georgia does not assess a
tax for services. This is only in case such a tax is levied in the future.)
C. Terms are net cash payable within thirty (30) days of invoice date. Charges
for all other services rendered will be invoiced following the month service is
provided.
D. Late payment shall be subject to a monthly late payment charge which will be
included on a subsequent invoice. The late payment charge will be calculated
based on 1.5% per month on the unpaid amount.
4. TERMS OF THE AGREEMENT.
This Agreement becomes effective on October 1, 1995 and shall continue for a
period of Twelve (12) months unless sooner terminated as herein provided. This
agreement applies to the 1-800 numbers "1-800-769-3774" No other 1-800 numbers
are applicable.
5. TERMINATION.
A. Either party may terminate this Agreement by giving to the other party at
least (30) thirty days prior written notice. Such termination shall be effective
on the date specified in the notice, but in no event earlier than the thirtieth
(30th) day following the other party's receipt of such notice. If either party
fails to give thirty (30) days prior written notice of termination, the other
party's obligation hereunder shall continue for a period of thirty (30) days
following receipt by the other party of written notice of termination.
<PAGE>
Page 3
6. COMPLIANCE WITH LAWS AND INSTRUCTIONS.
Customer and OCI acknowledge and agree that they will comply with and abide by
all federal, state and local laws, rules and regulations (including, but not
limited to, applicable tariffs) governing or otherwise relating to their
respective activities and obligations hereunder.
7. CUSTOMER LIABILITY.
A. Customer shall have sole responsibility for (i) compliance with state,
federal or other laws regarding the content of any Response, use of the Response
in connection with the 1-800 Number and any advertising of the 1-800 Number, and
(ii) satisfaction or payment of any prize, award, contests, lottery or other
scheme advertised in connection with the 1-800 Number. Customer shall have sole
responsibility for awarding any prize, judging any contest or settling any
dispute which arises out of use of Customer's 1-800 Number. Customer shall
indemnify OCI and hold it harmless from and against any liability, loss, cost or
expense attributable to the foregoing.
B. Further, Customer expressly warrants and represents to OCI that the content
of the Response, use of the Response in connection with the 1-800 Number and any
advertising of Customer's 1-800 Number has been determined (by legal counsel or
otherwise) to comply with all applicable laws of the United States, any state or
other jurisdiction. Customer shall inform OCI, in writing, of any state or other
jurisdiction the laws of which would or could be violated by the content or use
of the Response or the advertising of Customer's 1-800 Number. Upon any such
notification from Customer, OCI shall use its good faith best efforts to block
(or not accept) incoming calls to Customer's 1-800 Number from such states or
jurisdictions.
8. ASSIGNMENT.
A. Neither party may assign this Agreement without the prior written consent of
the other party, and consent should not be unreasonably withheld.
Notwithstanding this restriction, either party may assign the Agreement to an
Affiliate without the prior consent of the other party. For purposes of this
section, "Affiliate" shall mean a corporation controlling, controlled by or
under common control with a party to this Agreement.
9. PROPRIETARY OR CONFIDENTIAL INFORMATION.
A. Proprietary or confidential information disclosed by either party to the
other for the purposes hereunder shall mean any document or material clearly
identified in writing as being such. Any such information shall be safeguarded
and protected in the same manner the recipient's procedures require protection
and nondisclosure of recipient's proprietary or confidential information. The
recipient's obligation to safeguard and not disclose such information shall not
apply to information in the public domain, lawfully in its position prior to
receipt hereunder, or lawfully obtained from third parties.
B. This agreement in its entirety or any portion hereof shall not be disclosed
or distributed to any third party with out both party's prior written consent.
C. "Customer Lists" and information about anyone calling Customer's 800 number
is the sole property of Customer and Customer is entitled to receive weekly
lists of such items by paying a transcription fee for the weekly information
generated.
<PAGE>
Page 4
10. INDEPENDENT CONTRACTOR STATUS.
This Agreement does not create an employer-employee relationship between
Customer and OCI nor an agency, joint venture or partnership relationship. OCI
shall have no authority to act for, represent or bind Customer in any way or to
sign the name of customer.
11. INDEMNITY.
Indemnification. Each party (as "Indemnitor") shall indemnify, defend and hold
harmless the other Party (as Indemnities") from and against any and all
liabilities, costs, damages, fines, assessments, penalties and expenses
(including reasonable attorney's fees) resulting from (a) breach of any
provision in this Agreement by Indemnitor, its employees, or agents, or (b) any
misrepresentation or illegal act of Indemnitor, its employees or agents, arising
out of the Indemnitor's performance hereunder.
Customer shall indemnify, defend and hold OCI harmless from and against any and
all liabilities, costs, and damages including reasonable attorney's fees)
resulting from any claim arising out of: (i) use of Service by Customer to
extend its service to End Users: (ii) use of Service by Customer or End Users:
(iii) libel slander, or patent or trademark infringement arising from the
combination or use of Service with Customer provided service or facilities: or
(iv) Customer's marketing, advertising, sales or promotional activities.
LIMITATION OF LIABILITY. In no event shall either party be liable for special,
direct, incidental, consequential or exemplary damages, including loss of
profits, loss of customers or goodwill arising from the relationship or conduct
of business hereunder.
12. NOTICES.
All notices given under this Agreement shall be in writing and shall be
sufficient if delivered in person to the Director of Sales of either party or
sent via guaranteed next day delivery service (prepaid) or certified mail
(postage prepaid). Notices shall be addressed as follows:
If to OCI: Mr. Thomas E. Garvey If to Customer: Mr. Joseph Salamone
Vice President Sales/ Marketing Secretary/Treasurer
Overlook Communications International Inc. Power Phone, Inc.
2839 Paces Ferry Road/Suite 500 1963 50th St.
Atlanta, Georgia 30339 Brooklyn, NY 11204
or any subsequent address of which such party to be notified may notify the
other party in writing as provided herein.
13. FORCE MAJEURE.
OCI shall be excused from performance hereunder if and to the extent its
performance is prevented by any cause reasonably beyond its control, such as,
and not by way limitation: fire, floods, windstorms, strikes, work stoppages,
failure of equipment belonging to others, riots, acts of God, acts of the public
enemy and acts of governmental authority. OCI shall provide Customer prompt
verbal notification of any "force majeure" event which may affect OCI's capacity
to perform its obligations under this Agreement. Customer shall have the right
to immediately arrange for temporary or permanent alternate services.
14. BINDING EFFECT. This Agreement shall inure to the benefit of, and shall be
binding upon the parties hereto and their respective legal representatives,
successors and assigns.
<PAGE>
Page 5
15. AMENDMENT.
This Agreement may be amended or modified only by an instrument in writing
signed by all of the parties hereto. No modification of this Agreement or waiver
of any provision hereof or default hereunder shall affect the right of any party
thereafter to enforce any other provision or to exercise any right or remedy in
the event of any other default, whether or not similar.
16. GOVERNING LAW.
This Agreement and the legal relationship among the parties hereto shall be
governed by and construed in accordance with the laws of the State of Georgia.
17. GENERAL.
The headings of the Items and paragraphs contained in this Agreement are for
convenience of reference only and do not form a part hereof and in no way modify
the meaning of such Items and paragraphs. Any number of counterparts of this
Agreement may be signed and delivered and each shall constitute the same
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives effective as of the date first written
above.
800 Power Phone, Inc. Overlook Communications International Corp.
By /s/ Noah Steinberg By /s/ Patrick Delaney
- ------------------------- -----------------------
Signature Signature
NOAH STEINBERG PATRICK DELANEY
- ------------------------- -----------------------
Please Print Name Please Print Name
President President
- ------------------------- -----------------------
Title Title
12-28-95 1995 12-28-95 1995
- ------------------------- -----------------------
Date Date
<PAGE>
Overlook Communications International
Call Center Rates
for
"Powerphone"
(10/1/95)
* Set Up Fees
Administrative $500.00 (Includes 4/Programming Hours)
Programming $50.00 Per Hour
Training $200.00 Minimum
Data Transfer $250.00
Credit Card Authorization $200.000
Standard Reports No Charge
Custom Reports 50.00 Per Hour
* Per Minute Charges for OCI Network Services Only (Long Distance Transport
is not included)
Minutes Per Month
-----------------
0-20,000 $0.90 per minute
20,001 - 40,000 $0.80 per minute
40,001 - 60,000 $0.75 per minute
60,001 - 100,000 $0.70 per minute
100,001 + minutes and dedicated per hour rates available upon request
* IVR Audiotext Rates are Billed Out at $0.20 per minute (Long Distance
Transport is not included)
* Monthly Minimum $500.00
* Training $15.00 per hour
* Database Storage $4.25 per megabyte per month
* Credit Card Authorization $0.50 per order
* Outbound Customer Service Calls $0.70 per minute
* Mall/Fax Order Entry $1.50 per order
* Mailing Labels $0.03/ea.
* Faxing Reports $50.00 per month
* Fulfillment $20.00 per hour
* P.O. Box Rental $45.00 per month
* On-line Data Transfer $50.00 per month
* Security Deposit $1000.00
