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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
MAS ACQUISITION I CORP.
(Name of Small Business Issuer in its charter)
Delaware 35-1990559
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
1922 North Bedford Avenue, Evansville, Indiana 47711
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (812) 468-8250
Securities to be registered under Section 12(b) of the Act:
None
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.001 par value per share
(Title or class)
<PAGE>
ITEM 1. DESCRIPTION OF BUSINESS.
BUSINESS DEVELOPMENT
MAS Acquisition I Corp. (the "Company") was incorporated in the State of
Delaware on July 31, 1996. The Company was formed to provide a vehicle to
acquire or merge with a business or company. The Company has not entered into
any agreement to acquire or merge with any specific business or company. The
Company has no plan, proposal, agreement, understanding or arrangement to
acquire or merge with any specific business or company and the Company has not
identified any specific business or company for investigation and evaluation.
None of the Company's officers, directors or promoters, and no other affiliate
of the Company, have had any preliminary contact or discussions with any
representative of any other Company regarding the possibility of an acquisition
or merger between the Company and such other company.
The Company is filing this Form 10-SB on a voluntary basis. It has no
obligations pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Company believes that by filing such Form 10-SB and being
obligated to file reports pursuant to Section 13 of the Exchange Act, it can
attract an acquisition candidate of greater financial value. While the Company
believes that it will be a more attractive acquisition or merger candidate.
There can be no assurance that the Company will attract such candidate.
None of the Company's officers, directors or promoters, and no other affiliates
of the Company, have had preliminary contact or discussions with any
representative of any other company regarding the possibility of an acquisition
or merger between the Company and such other company.
Pursuant to the Articles of Incorporation, the Company is authorized to issue
80,000,000 shares of Common Stock at $.001 par value and 20,000,000 shares of
Preferred Stock at $.001 par value. Each holder of the Common Stock shall be
entitled to one vote for each share of Common Stock held. The Preferred Stock
may be divided into Series or Classes by the management of the Company upon the
approval of a majority vote of the Directors of the Company. As of August 15,
1996, there are 8,500,000 shares of Common Stock and no shares of Preferred
Stock outstanding.
BUSINESS OF THE COMPANY
The Company's current business operations are limited to the study, research and
development of acquisition or merger candidates. The Company has no revenue
producing operations at the present time and plans to engage in the business of
acquisition or merger with private companies.
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The Company does not intend to restrict its search for acquisition or merger
opportunities to any particular industry, geographical locations and therefore,
may engage in any business to the extent of its limited resources.
The Company does not plan to raise any capital prior to completion of an
acquisition or merger. The Company plans to raise additional capital after
completion of an acquisition or merger in form of private placements, public
offerings or by other means whatsoever to finance the operation of any acquired
business.
OPERATION OF THE COMPANY
The Company intends to search primarily within United States for acquisition or
merger candidates. The Officers will personally seek acquisition or merger
candidates and inform them the availability of the Company as an acquisition or
merger candidate. The Officers will review materials provided to them by any
potential acquisition or merger candidates and decide if an acquisition or
merger with the proposed candidate is in the best interests of the Company.
Aaron Tsai, President of the Company will be the key person in the search,
review and negotiation for an acquisition or merger. The Officers of the
Company have little experience in managing companies similar to the Company.
The analysis of acquisition or merger opportunities will be made by Officers of
the Company. Due to limited financial resources, the Company do not intends to
rely substantially on consultants and outside advisors. The Officers of the
Company will rely on their limited experience in the investigation and
negotiation with potential acquisition or merger candidates.
Independent consultants or advisors such as accountants, attorneys, securities
broker/dealers, venture capitalists or any business persons may be hired when
their skills are needed by the Company. The Company has not established any
limit to the total amount of fees that may be paid to consultants. The
management believes that it is impossible to consider the criteria that will be
used to hire consultants or advisors. While the Company may hire independent
consultants or advisors, it has not considered any criteria regarding their
experience, the services to be provided or the term of service. The Company has
not had any discussion with any consultants and there are no agreements or
understandings with any consultants.
The President of the Company is expected to spend about three hours of his time
per month on the Company's activities. The two other Officers of the Company is
expected to spend about one hour of their time per quarter on the Company's
activities. The Company believes that through the efforts of its President, the
Company will accomplish an acquisition or merger within one year from the
effective date of this registration.
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The Company may retain the services of consultants to search for potential
acquisition or merger candidates. The Company may pay finder's fee valued at
between $50,000 to $150,000. The Company has not entered into any contracts or
agreements with any consultants or companies that are searching for "blind
poor/blank check" companies with which to merger.
The Company intends to request MAS Financial Corp., its sole shareholder, to
make a distribution of a portion of their holding of securities of the Company
to shareholders of Multi Access Systems, Inc., a shell company controlled by
Aaron Tsai, President of the Company. The purpose of the distribution is to
cause the shares of the Company to be widely held, in anticipation of creating
a public market for the Company's securities.
FORM OF ACQUISITION OR MERGER
The Company anticipate any proposed acquisition or merger with a private company
will be in form of a stock exchange transaction. The Company plans to offer the
shareholder of the acquisition or merger candidate up to 98% of the shares of
the Common Stock of the Company. Depending on the result of negotiation with the
acquisition or merger candidate, the Company may issue additional shares in
connection with a stock exchange transaction. The Company does not anticipate
the sales of insiders' stock in whole or in part to the private company, blank
check company and/or principals of the acquisition or merger candidate.
The present Officers, Directors and shareholders of the Company will in all
likelihood not have control of a majority of the voting shares of the Company
following an acquisition or merger transaction. The Company anticipate that the
shareholders of the acquired entity will gain control of the Company. As part of
such a transaction, all or a majority of the Company's Officers and Directors
may be appointed without any vote by shareholders.
The Company plans to compensate Aaron Tsai, President of the Company between
800,000 to 1,500,000 shares of Common Stock of the Company for his services in
connection with completion of an acquisition or merger. The Company does not
intend to compensate any Officers and Directors of the Company or consultants in
connection with completion of an acquisition or merger in any form other than
in form of Common Stock to the President of the Company and in form of finders
fee to the consultant(s).
ATTRACTIVENESS OF THE COMPANY
The Company believes that there is some demand by private companies for shell
companies that have a public distribution of securities, which the Company
intends to cause such a distribution to be made. The Company believes that
certain private companies that may be interested in the Company for acquisition
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or merger is due to the public shareholder base that the Company will have and
the limited funds in the Company will not be the only concern to the
acquisition or merger candidate. The Company believes that the acquisition or
merger candidates' goal is to have their securities traded over-the-counter.
COMPETITION
The Company competes with established companies, some of which are shell
companies, in connection with its attempts to locate suitable acquisition or
merger candidates. Most of these competitors have significantly greater
financial, marketing, manufacturing, technological and other resources than the
Company. Additionally, other competitors may offer better terms to acquisition
or merger candidates than the Company. For example, other competitors may offer
better terms by offering shares of their own company, which represent a higher
value to the acquisition or merger candidate. The value of the shares offered
may be based on the book value, potential growth or any other criteria of value.
EMPLOYEES
The Company has no full time or part time employees as of August 15, 1996.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.
TRENDS AND UNCERTAINTIES
The main activities of the Company is to locate an acquisition or merger
candidate. The Company's ability to do so may be adversely affected by its
competitors and prolonged recessionary periods. There can be no assurance that
the Company will be able to identify and if identified successfully negotiate
an acquisition or merger with target companies.
RESULTS OF OPERATIONS
The Company has not been involved in any revenue producing activities since
inception. The Company has incurred an operating loss of $8,500 since inception.
Upon effective of this registration statement, the Company will be required
under the Securities Exchange Act of 1934 to file quarterly and annual reports
with the Securities and Exchange Commission ("SEC"). The Company and any
company or business merged with the Company must have audited financial
statements, which are part of the annual reports, prepared by independent
auditor. Any potential acquisition or merger may be delayed or canceled if the
acquisition or merger target is unable to provide sufficient records to the
auditor in order for the auditor to complete their audit.
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The Company does not intend to restrict its search for acquisition or merger
opportunities to any particular industry, geographical locations and therefore
may engage in any business to the extend of its limited resources. Due to
limited attractiveness of the Company, the Company will consider an acquisition
or merger with a Company with limited operating history, limited sales volume
and / or in need of substantial additional cash.
The Company will seek opportunities from various sources including its Officers
and Directors, professional advisors such as attorney and accountants,
securities broker-dealers, venture capitalists, member of the financial
community, other businesses and other who may present solicited and unsolicited
proposals. The Company may place advertisement in newspaper, magazines or the
Internet to find potential acquisition or merger candidates. However, there is
no assurance that the Company will be able to find, structure, finance and/or
acquire any business or company.
The evaluation of the opportunities will be made by the Officers and Directors
of the Company, none of whom is a professional business analyst or has any
previous training or experience in business analysis. Due to limited financial
resources, the Company will not be able to expend significant funds on a
complete and exhaustive investigation of any business or opportunity. The
Company will however, investigate to the extent believed reasonable by its
Officers, such potential acquisition or merger opportunities.
The Company may acquire its participation in a business opportunity through the
issuance of Common Stock or other securities in the Company. Although the terms
of any such transaction cannot be predicted, it should be noted that in certain
circumstances the criteria for determining whether or not an acquisition is
so-called "tax free" reorganization under Section 368(a)(1) of the Internal
Revenue Code of 1954, as amended, may depend upon the issuance to the
shareholders of the acquired company of at least eighty percent (80%) of the
Common Stock of the combined entities immediately following the reorganization.
If a transaction were structured to take advantage of these provisions rather
than other "tax free" provisions provided under the Internal Revenue Code all
prior shareholders may, in such circumstances, retain twenty percent (20%) or
less of the total issued and outstanding Common Stock. Extreme caution should be
exercised by any investor relying upon any tax benefits in light of the proposed
new tax laws. It is possible that no tax benefits will exist at all. Prospective
investors should consult their own legal, financial and other business advisors.
NOT AN "INVESTMENT ADVISER"
The Company is not an "investment adviser" under the Federal Investment Adviser
Act of 1940, which classification would involve a number of negative
considerations. Accordingly, the Company will not furnish or distribute advice,
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counsel, publications, writings, analysis or reports to anyone relating to the
purchase or sale of any securities within the language, meaning and intent of
Section 2(a)(11) of the Investment Adviser Act of 1940, 15 U.S.C.
NOT AN "INVESTMENT COMPANY"
The Company may become involved in a business opportunity through purchasing or
exchanging the securities of such business. The Company does not intend
however, to engage primarily in such activities and is not registered as an
"investment company" under the Federal Investment Company Act of 1940." The
Company believes such registration is not required.
The Company must conduct its activities so as to avoid becoming inadvertently
classified as a transient "investment company" under the Federal Investment
Company Act of 1940, which classification would affect the Company adversely in
a number of respects. Section 3(a) of the Investment Company Act provides the
definition of an "investment company" which excludes an entity which does not
engage primarily in the business of investing, reinvesting or trading in
securities, or which does not engage in the business of investing, owning,
holding or trading "investment securities" (defined as "all securities other
than United States government securities or securities of majority-owned
subsidiaries") the value of which exceeds forty percent (40%) of the value of
its total assets (excluding government securities, cash or cash items). The
Company intends to implement its business plan in a manner which will result in
the availability of this exemption from the definition of "investment company".
The Company proposes to engage solely in seeking an interest in one or more
acquisition or merger opportunities.
Effective January 14, 1981, the Securities and Exchange Commission adopted Rule
3a2 which deems that an issuer is not engaged in the business of investing, re-
investing, owning, holding or trading in securities for purposes of Section
3(a)(1), cited above, if, during a period of time not exceeding one year, the
issuer has a bona fide intent to be engaged primarily, or as soon as reasonably
possibly (in any event by the termination of a one year period of time), in a
business other than that of investing, reinvesting, owning, holding or trading
in securities and such intent is evidenced by the Company's business activities
and appropriate resolution of the Company's Board of Directors duly adopted and
duly recorded in the minute book of the Company. The Rule 3a-2 "safe harbor" may
not be relied on more than a single time.
PENNY STOCK
Until the Company's shares qualify for inclusion in the Nasdaq system, the
trading of the Company's securities, if any, will be in the over-the-counter
markets which are commonly referred to as the "pink sheets" or on the Nasdaq
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Bulletin Board. As a result, an investor may find it more difficult to dispose
of, or to obtain accurate quotations as to the price of the securities offered.
The Securities and exchange Commission has adopted regulations which generally
define "penny stock" to be any equity security that has a market price (as
defined) less than $5.00 per share or an exercise price less than $5.00 per
share, subject to certain exceptions. Therefore, the company's securities are
subject to rules that impose additional sales practice requirements on broker-
dealers who sell such securities to persons other than established customers and
accredited investors (generally institutions with assets in excess of $5,000,000
or individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouse). For transactions covered by the
rule, the broker-dealer must make a special suitability determination for the
purchaser and receive the purchaser's written agreement to the transaction prior
to the sale. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the transaction, of a
disclosure schedule prepared by the Securities and Exchange Commission relating
to the penny stock market. The broker-dealer also must disclose the commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities, and, if the broker-dealer is the sole market
maker, the broker-dealer must disclose this fact and the broker-dealer's
presumed control over the market. Finally, monthly statements must be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks. In addition, certain
broker-dealers are precluded from acting as market makers for non-Nasdaq
securities and these securities may be ineligible for margin loans.
Consequently, the rule may affect the ability of broker-dealers to sell the
Company's securities and may also affect the ability of shareholders to sell the
securities in the secondary market.
The Company may leverage its asset by borrowing more then its net asset to be
used in connection with its acquisition or merger of a business or company.
However, it is unlikely that the Company will find any lender to lend any amount
of money to the Company, the Company does not anticipate any leveraged
transaction.
LIQUIDITY AND CAPITAL RESOURCES
The Company currently has no material commitments for capital expenditures. The
management of the Company has made the commitment to contribute any necessary
funds for the next twelve months to complete an acquisition or merger and to
maintain the Company until that time.
The Company intends to maintain low operating expenses while conducting its
search for an acquisition or merger candidate. The Company's management has been
donating and or accruing their services since inception.
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The Company shall seek equity or debt financing if needed.
IITEM 3. DESCRIPTION OF PROPERTY.
The Company's headquarters includes approximately 2,000 square feet and are
located at 1922 North Bedford Avenue, Evansville, IN 47711. These offices are
provided by Aaron Tsai, President and Chief Executive Officer of the Company,
and are shared with Aimex Camera Inc., Aimex International Corporation and its
subsidiaries, MAS Financial Corp. and other non-active companies owned and
controlled by Aaron Tsai. The Company pays no monthly rent. The Company has an
understanding with Aimex Camera Inc. that the Company can use its office space
without any cost until the Company acquire or merger with another company.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
PRINCIPLE STOCKHOLDERS
The following table sets forth certain information as of August 15, 1996
regarding the beneficial ownership of the Company's Common Stock by (i) each
stockholder known by the Company to be the beneficial owner of more than 5% of
the Company's Common Stock, (ii) by each Director and executive officer of the
Company and (iii) by all executive officer and Directors of the Company as a
group. Each of the persons named in the table has sole voting and investment
power with respect to Common Stock beneficially owned.
<TABLE>
<CAPTION>
Number of Percentage of
Name and Address Shares Owned Shares owned
<S> <C> <C>
Aaron Tsai (1) 8,500,000 100%
c/o MAS Acquisition I Corp.
1922 North Bedford Avenue
Evansville, IN 47711
MAS Financial Corp. 8,500,000 100%
1922 North Bedford Avenue
Evansville, IN 47711
John Tsai 0 *
c/o MAS Acquisition I Corp.
1922 North Bedford Avenue
Evansville, IN 47711
Chia-Lun Tsai 0 *
c/o MAS Acquisition I Corp.
1922 North Bedford Avenue
Evansville, IN 47711
All Directors & Officers 8,500,000 *
as a group (3 persons) (1)
</TABLE>
* Less than 1%
(1) Includes all shares held by MAS Financial Corp., a company controlled by Mr.
Aaron Tsai.
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CONFLICTS OF INTEREST
The Officers and Directors have the exclusive authority to manage and control
and make all decisions regarding the business and affairs of the Company. All of
the current Officers and Directors spend part of their time as deemed necessary
on the corporate business affairs but are not required nor expected to devote
their entire time or efforts to the Company's business and affairs. The Officers
and Directors including Aaron Tsai, John Tsai and Chia-Lun Tsai use their best
efforts to resolve equitably any conflicts that might result from acting as
principals for a number of businesses, some of which are shell/blank check
entities, but there can be no assurance that such other activities will not
interfere with the Officers' and Directors' ability to discharge their
obligation herein.
Aaron Tsai, President of the Company will be compensated in form of shares of
Common Stock of the Company upon completion of an acquisition or merger. It is
possible that such compensation may become a factor in negotiations and present
conflict of interest. Aaron Tsai uses his best efforts to resolve equitably any
conflicts that might result during negotiations for an acquisition or merger.
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
OFFICERS AND DIRECTORS
The following table sets forth certain information concerning each of the
Company's directors and executive officers:
<TABLE>
<CAPTION>
<S> <C> <C>
Name Age Position
Aaron Tsai 27 Chairman of the Board, President, Chief Executive
Officer, and Treasurer
John Tsai 26 Vice President and Director
Chia-Lun Tsai 51 Vice President and Director
</TABLE>
Aaron Tsai has served as President, Chief Executive Officer, Treasurer and as a
Director of the Company since inception. Mr. Tsai is the President, Chief
Executive Officer and a Director of Aimex International Corporation, a computer
company, since December 1995. Mr. Tsai is the Chief Executive Officer and a
Director of Aimex Camera Inc., a photographic company, and has been with Aimex
Camera Inc. since November 1990. Mr. Tsai is the President and a Director of
MAS Financial Corp., an investment banking firm, since August 1995. Mr. Tsai is
an officer and director of various inactive companies some of which are seeking
merger or acquisition opportunities.
John Tsai has been Vice President and a Director of the Company since
inception. Mr. Tsai is Vice President and a Director of Aimex International
Corporation since December 1995. Mr. Tsai is the President and a Director of
Aimex Camera Inc., and has been with Aimex Camera Inc. since November 1990.
Mr. Tsai is a Director of MAS Financial Corp. since August 1995. Mr. Tsai is an
officer and director of various inactive companies some of which are seeking
merger or acquisition opportunities.
Mr. Chia-Lun Tsai has served as Vice President and a Director of the Company
since inception. Mr. Tsai is Vice President and a Director of Aimex
International Corporation since December 1995. Mr. Tsai is a Director of Aimex
Camera Inc. since November 1990 and MAS Financial Corp. since August 1995. Mr.
Tsai is owner and manager of Hunan Restaurant of Indiana, Inc. Mr. Tsai was an
owner and manager of Hunan Restaurant from 1986 until 1993. Mr. Tsai is an
officer and director of various inactive companies seeking merger or
acquisition opportunities.
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The inactive companies that all of the Company's Officer and Director are
serving as an officer or a director are Multi Access System, Inc., MAS
Acquisition II Corp., MAS Acquisition III Corp., MAS Acquisition IV Corp., MAS
Acquisition V Corp., MAS Acquisition VI Corp., MAS Acquisition VII Corp., MAS
Acquisition VIII Corp., MAS Acquisition IX Corp., MAS Acquisition X Corp., MAS
Acquisition XI Corp., MAS Acquisition XII Corp., MAS Acquisition XIII Corp.,
MAS Acquisition XIV Corp., MAS Acquisition XV Corp. and MAS Acquisition XVI
Corp.
Mr. Chia-Lun Tsai is the father of Mr. Aaron Tsai and Mr. John Tsai.
The Officers and Directors identified in above table are the Company's only
promoters.
There are no agreements or understandings for any officers or directors to
resign at the request of another person and that none of the officers or
directors are acting on behalf of or will act at the direction of any other
person except at the time of the acquisition or merger and at the request of
the controlling persons of the acquisition or merger candidate. The Company
expects that the controlling persons of the acquisition or merger candidate
will ask all of the current Officers and Directors to resign at the time of the
acquisition or merger because they will become controlling persons of the
Company. The Officers and Directors of the Company has limited experience in
the negotiation and completion of reverse acquisition transactions.
The Company does not intends to make any loans to any prospective acquisition or
merger candidates or to unaffiliated third parties. The Company may make loans
only to prospective acquisition or merger candidates only when such fund is
available, the Company has entered into an acquisition or merger agreement and
making a loan to the acquisition or merger candidate is beneficial to the
Company. The criteria that will be used in determining whether to make loans
is the availability and the need of cash by the acquisition or merger candidate
in order to complete the acquisition or merger. The loan may be either secured
or non-secured depending on the result of negotiation and there is no
limitations as to the amounts that may be loaned.
The Company plans to advertise and promote the Company in newspaper, magazines
and on the Internet. The Company has not yet prepared any notices or
advertisement.
The Company does not intends to provide the Company's security holders with any
complete disclosure documents, including audited financial statements,
concerning an acquisition or merger candidate and its business prior to the
consummation of any acquisition or merger transaction.
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No finder's fees or other acquisition related compensation, other than
compensation described in EXECUTIVE COMPENSATION, may be paid to Officers,
Directors, Promoters or their affiliates or associates from revenues or other
funds of an acquisition or merger candidate, or by the issuance of debt or
equity of such an entity.
After completion of an acquisition or merger, Aaron Tsai may recommend,
encourage or advise investors to open brokerage accounts with any broker-dealer
that is obtained to make a market in the securities, if he is continued to be
retained by the Company. The Company believes that it has limited influence over
investors with regard to their decisions to hold or sell the Company's
securities.
The Company has an unwritten policy that it will not acquire or merge with a
business or company in which the Company's promoters, management or their
affiliates or associates directly or indirectly have an ownership interest.
Management is not aware of any circumstances under which the foregoing policy
will be changed and the management, through their own initiative, will not
change said policy.
IITEM 6. EXECUTIVE COMPENSATION.
There has been no compensation of any kind, including stock options and bonuses,
paid or accrued to any Officer or Director of the Company since inception. The
Company has no written employment agreements and no written compensation
agreements with its Officers and Directors. The Company plans to compensate
Aaron Tsai, President of the Company between 800,000 to 1,500,000 shares of
Common Stock of the Company for his services in connection with a successful
completion of an acquisition of merger. The number of shares to be issued for
compensation will be determined by the Directors of the Company. The Company has
no plan to make any other form of compensation to Aaron Tsai, President of the
Company. The Company has no plan to make any compensation to John Tsai and
Chia-Lun Tsai, Officers and Directors of the Company in the foreseeable future.
All the Officers and Directors intends to stay with the Company prior to
completion of an acquisition or merger.
The Company do not intends to issue the Company's securities to management,
promoters or their affiliates or associates, other then to Aaron Tsai as
described above. The Company may issue the Company's securities to management,
promoters or their affiliates or associates for their services.
The Company currently does not have an Incentive Stock Option plan or
Non-Qualified Stock Option Plan. The Company plans to implement appropriate
plans, after receiving shareholders' approval in 1996, to attract or retain
officers, employees and consultants to the Company, to encourage the sense of
proprietorship in such persons and to stimulate the active interest of such
persons in the development and success of the Company.
<PAGE>
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
ITEN 8. LEGAL PROCEEDINGS.
The Company is not a party to any legal proceedings.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's Common Stock has never been traded. The Company plans to apply to
have its Common Stock traded on the over-the-counter market and listed on the
OTC Bulletin Board.
The Company has not paid any cash dividends on its Common Stock and presently
intends to continue a policy of retaining earnings, if any, for reinvestment in
its business.
As of August 15, 1996 the number of holders of the Company's Common Stock was 1.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
On August 15, 1996, the Company issued 8,500,000 shares of Common Stock to MAS
Financial Corp. for payment of travel expenses and services performed for the
Company valued at $.001 per common share ($8,500). The services performed
include the incorporation of the Company, arranging for an audit and
recommending the share structure of the Company. The travel expenses include
visiting the New York City Office of the Securities and Exchange Commission to
research on other companies' filing on Form 10-SB and to obtain a copy of
Securities Act of 1933 and Securities Exchange Act of 1934.
The Company relied on exemption provided by Section 4(2) of the Securities Act
of 1933, as amended, for the issuance of 8,500,000 shares of Common Stock to MAS
Financial Corp.
BLUE SKY CONSIDERATIONS
THE SECURITIES OFFERED BY THE COMPANY HAVE NOT BEEN REGISTERED OR QUALIFIED WITH
ANY STATE REGULATORY BODY IN RELIANCE UPON EXEMPTIONS THEREFROM. THEREFORE, THE
SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE
SUBSEQUENT TRADING MARKET IN ANY STATE UNLESS REGISTERED OR QUALIFIED UNDER
APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM IS AVAILABLE AND
PURCHASERS MUST BE RESIDENTS OF SUCH STATES. THE COMPANY HAS NOT YET DECIDED
WHICH STATE IT MAY REGISTER OR QUALIFY THE SECURITIES OF THE COMPANY.
<PAGE>
The Company has obligations to ensure that any state laws are not violated
through the further sale of its securities and it has verbally informed MAS
Financial Corp. that the securities of the Company issued to it are unregistered
and restricted securities and may not be sold, transferred or otherwise disposed
of unless registered or qualified under applicable state securities laws or an
exemption therefrom is available.
ITEM 11. DESCRIPTION OF SECURITIES.
COMMON STOCK
The Certificate of Incorporation currently authorizes the Company to issue
Eighty Million (80,000,000) shares of Common Stock at $.001 par value. Each
holder of the Common Stock shall be entitled to one vote for each share of
Common Stock held. As of August 15, 1996 there are 8,500,000 shares of Common
Stock outstanding.
PREFERRED STOCK
Pursuant to the Certificate of Incorporation, the Company is authorized to
issue Twenty Million (20,000,000) shares of Preferred Stock at $.001 par value.
The Preferred Stock may be divided into Series or Classes, with special voting
rights and preferences, to be established by the management of the Company upon
the approval of a majority vote of the Directors of the Company. As of August
15, 1996, there are no shares of Preferred Stock outstanding.
If the Board of Directors authorized the issuance of shares of Preferred Stock
with conversion rights, the number of shares of Common Stock outstanding could
potentially be increased by up to the authorized amount. Issuance of Preferred
Stock could, under certain circumstances, have the effect of delaying or
preventing a change in control of the Company and may adversely affect the
rights of holders of other classes of Preferred Stock or holders of Common
Stock. Also, Preferred Stock could have preferences over the Common Stock and
other series of Preferred Stock with respect to dividends and liquidation
rights.
<PAGE>
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Delaware General Corporation Law, the Company has included in
its Certificate of Incorporation a provision to eliminate the personal liability
of its directors for monetary damages for breach or alleged breach of their
fiduciary duties as directors, subject to certain exceptions. In addition, the
Bylaws of the Company provide that the Company is required to indemnify its
officers and directors under certain circumstance including those circumstances
in which indemnification would otherwise be discretionary, and the Company is
required to advance expenses to its officers and directors incurred in
connection with proceeding against them for which they may be indemnified. The
Company has entered into indemnification agreements with its officers and
directors containing provisions that are in some respects broader than the
specific indemnification provisions contained in the Delaware General
Corporation Law.
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR LIABILITIES
ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE AGAINST PUBLIC POLICY BY
THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE UNENFORCEABLE.
ITEM 13. FINANCIAL STATEMENTS.
See financial statements attached hereto.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
<PAGE>
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The following financial statements of the Company are filed as part of this
Report:
<TABLE>
<CAPTION>
(1) Financial Statements Page
<S> <C>
Independent Auditors' Report F-1
Balance Sheet at August 15, 1996 F-2
Statements of Operations for the
period ended August 15, 1996 F-3
Statements of Cash Flows for the
period ended August 15, 1996 F-4
Statements of Stockholders' Equity for
period ended August 15, 1996 F-5
Notes to Financial Statements F-6
</TABLE>
(2) Exhibits:
(1) Not Applicable
(2) Not Applicable
(3.1) Articles of Incorporation
(3.2) By-laws
(4) Specimen certificate for Common Stock
(5) Not Applicable
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23) Not Applicable
(24) Consent of Winter, Scheifley & Associates, P.C., Certified
Public Accountants
(25) Not Applicable
(26) Not Applicable
(27) Not Applicable
(28) Not Applicable
(99) Lease Agreement
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
MAS ACQUISITION I CORP.
Date: December 21, 1996 By: /s/ Aaron Tsai
__________________________________
Aaron Tsai
President, Chief Executive Officer
Treasurer and Director
Date: December 21, 1996 By: /s/ John Tsai
__________________________________
John Tsai
Vice President and Director
Date: December 21, 1996 By: /s/ Chia-Lun Tsai
__________________________________
Chia-Lun Tsai
Vice President and Director
<PAGE>
REPORTS OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
MAS Acquisition I Corp.
We have audited the accompanying balance sheet of MAS Acquisition I Corp. (a
development stage Company) as of August 15, 1996, and the related statements of
operations, stockholder's equity, and cash flows for the period from July 31,
1996 (date of inception) to August 15, 1996. 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 by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of MAS Acquisition I Corp. (a
development stage Company) as August 15, 1996 and the results of its operations,
and its cash flows for the period from July 31, 1996 (date of inception) to
August 15, 1996 in conformity with generally accepted accounting principles.
/s/ Winter, Scheifley & Associates, P.C.
Winter, Scheifley & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
August 22, 1996
F-1
<PAGE>
MAS Acquisition I Corp.
(A Development Stage Company)
Balance Sheet
August 15, 1996
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Current assets:
Total current assets $ -
=========
LIABILITIES AND STOCKHOLDER'S EQUITY
Commitments and contingencies
Stockholder's equity:
Preferred stock, $.001 par value
20,000,000 shares authorized
none issued or outstanding -
Common stock, $.001 par value,
80,000,000 shares authorized,
8,500,000 shares issued and
outstanding 8,500
Deficit accumulated during the
development stage (8,500)
$ -
=========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-2
<PAGE>
MAS Acquisition I Corp.
(A Development Stage Company)
Statement of Operations
For the Period From Inception (July 31, 1996) to August 15, 1996
<TABLE>
<CAPTION>
<S> <C>
Revenue $ -
Costs and expenses:
General and Administrative 8,500
Net loss $ (8,500)
=========
Per share information:
Weighted average number
of common shares
outstanding 8,500,000
=========
Net loss per share $ (.00)
=========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
MAS Acquisition I Corp.
(A Development Stage Company)
Statement of Cash Flows
For the Period From Inception (July 31, 1996) to August 15, 1996
<TABLE>
<CAPTION>
<S> <C>
Cash Flows from Operating Activities: $ (8,500)
Net loss
Adjustments to reconcile net loss to
net cash used in operating activities:
Issuance of common stock for services 8,500
Total adjustments 8,500
Net cash provided by (used in) -
operations ---------
Cash flow from investing activities:
Net cash provided by (used in)
investing activities -
---------
Cash Flows From Financing activities:
Net cash provided by (used in)
financing activities -
---------
Net increase (decrease) in cash and
cash equivalents -
Beginning cash and cash equivalents -
Ending cash and cash equivalents $ -
=========
Supplemental cash flow information:
Cash paid for: Income taxes $ -
Interest $ -
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
MAS Acquisition I Corp.
(A Development Stage Company)
Statement of Changes in Stockholder's Equity
For the Period from July 31, 1996 (Inception) through
August 15, 1996
<TABLE>
<CAPTION>
Deficit Accumulated
During the
Common Stock Development Stage Total
-------------------- ------------------- ----------
Shares Amount
--------- --------
<S> <C> <C> <C> <C>
Shares issued at inception
for services at $.001
per share 8,500,000 $ 8,500 $ - $ 8,500
Net loss for the period - - (8,500) (8,500)
--------- -------- --------- ---------
Balance August 15, 1996 8,500,000 $ 8,500 $ (8,500) $ -
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE>
MAS Acquisition I Corp.
(A Development Stage Company)
Notes to Financial Statements
Note 1. ORGANIZATION
The Company was incorporated on July 31, 1996, in the State of Delaware. The
Company is in the development stage and its intent is to locate suitable
business ventures to acquire. The Company has had no significant business
activity to date and has chosen December 31, as a year end.
SIGNIFICANT ACCOUNTING POLICIES
Net loss per share
The net loss per share is computed by dividing the net loss for the period by
the weighted average number of common shares outstanding for the period. Common
stock equivalents are excluded from the computation as their effect would be
anti-dilutive. Shares issued at inception are considered to be outstanding for
the entire period presented.
Cash and cash equivalents
Cash and cash equivalents consist of cash and other highly liquid debt
instruments with an original maturity of less than three months.
Note 2. STOCKHOLDERS' EQUITY
At inception the Company issued 8,500,000 shares of its $.001 par value common
stock for services valued at their fair market value of $8,500.
Note 3. INCOME TAXES
Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the periods in which the temporary differences are expected to
reverse. The deferred tax asset related to the operating loss carryforward has
been fully reserved.
The Company currently has net operating loss carryforwards aggregating
approximately $8,500 which expire in 2011.
F-6
<PAGE>
CERTIFICATE OF INCORPORATION
FIRST. The name of the corporation is MAS ACQUISITION I CORP.
SECOND. The address of its registered office in the State of Delaware is 802
West Street, in the City of Wilmington, County of New Castle. The Registered
Agent in charge thereof is INC. PLAN (USA), located at the same address, as
above.
THIRD. 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 total number of shares of stock which the corporation shall have
authority to issue is one hundred million (100,000,000): eighty million
(80,000,000) shares of common stock, each of such shares shall have a par value
of $.001 and twenty million (20,000,000) shares of preferred stock, each of such
shares shall have a par value of $.001.
FIFTH. The name and mailing address of the incorporator is as follows:
Caroline Quigley
802 West Street
Wilmington, Delaware 19801
SIXTH. The corporation is to have perpetual existence.
SEVENTH. A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as director except for liability (i) breach of director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of the law,
(iii) under Section 174 of the Delaware General Corporation Law, (iv) for any
transaction for which the director derived an improper personal benefit.
EIGHTH. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, do make, file, and record this Certificate, and I have accordingly
hereunto set my hand this 31th day of July A.D. 1996.
/s/ Caroline Quigley
Incorporator/ Caroline Quigley
Exhibit (3.1)
<PAGE>
MAS ACQUISITION I CORP.
(A Delaware Corporation)
BYLAWS
ARTICLE ONE: NAME AND OFFICES
1.01 Name. The name of the Corporation is MAS Acquisition I Corp., hereinafter
referred to as the "Corporation"
1.02 Registered Office and Agent. The Corporation shall establish, designate
and maintain a registered office and agent in the State of Delaware. The
registered office of the Corporation shall be at 802 West Street, Wilmington,
Delaware 19804. The name of the registered agent at such address shall be Inc.
Plan (USA).
1.03 Change of Registered Office or Agent. The Corporation may change its
registered office or change its registered agent, or both, as the Board of
Directors may from time to time determine.
1.04 Other Offices. The Corporation may have offices at such places both within
and without the State of Delaware, or within or without the United States and in
any foreign countries as the Board of Directors may from time to time determine
or the business of the Corporation may require.
ARTICLE TWO: SHAREHOLDERS
2.01 Place of Meetings. All meetings of the Shareholders for the election of
Directors and for any other purpose may be held at such time and place, within
or without the State of Delaware, as stated in the notice of the meeting or in a
duly executed waiver of notice thereof.
2.02 Annual Meeting. An annual meeting of the Shareholders for the election of
Directors and for the transaction of such other business as may properly come
before the meeting shall be held each year on the first Monday in January,
beginning in 1997, or such other date as may be selected by the Board of
Directors from time to time. At the meeting, the Shareholders shall elect
Directors and transact such other business as may properly be brought before the
meeting.
2.03 Special Meeting. Special meetings of the Shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, or by these Bylaws, may be called by the President, the
Secretary, the Board of Directors, or the holders of not less than one tenth of
all the shares entitled to vote at the meeting. Business transacted at a
special meeting shall be confined to the subjects stated in the notice of the
meeting.
2.04 Notice. Written or printed notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, by or at the
<PAGE>
direction of the person calling the meeting, to each Shareholder of record
entitled to vote at the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to the Shareholder
at his address as it appears on the stock transfer books of the Corporation,
with postage thereon prepaid.
2.05 Voting List. At least ten days before each meeting of Shareholders a
complete list of the Shareholders entitled to vote at such meeting, arranged in
alphabetical order and setting forth the address of each and the number of
voting shares held by each, shall be prepared by the Officer or agent having
charge of the stock transfer books. Such list, for a period of ten days prior
to such meeting, shall be kept on file at the registered office of the
Corporation and shall be subject to inspection by any Shareholder during the
whole time of the meeting.
2.06 Quorum. The holders of a majority of the shares issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the Shareholders for
the transaction of business except as otherwise provided by statute, by the
Articles of Incorporation or by these Bylaws. If a quorum is not present or
represented at a meeting of the Shareholders, the Shareholders entitled to vote
thereat, present in person or by proxy, shall have power to adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum is present or represented. At such adjourned meeting at which a quorum
is present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.
2.07 Majority Vote: Withdrawal of Quorum. When a quorum is present at any
meeting, the vote of the holders of a majority of the shares having voting
power, present in person or represented by proxy, shall decide any question
brought before such meeting, unless the question is one upon which, by express
provision of the statutes or of the Articles of Incorporation or of these
Bylaws, a different vote is required, in which case such express provision shall
govern and control the decision of such question.
2.08 Method of Voting. Each outstanding share, regardless of class, shall be
entitled to one vote on each matter subject to a vote at a meeting of
Shareholders, except to the extent that the voting rights of the shares of any
class or classes are limited or denied by the Articles of Incorporation. The
Board of Directors may, in the future, at their discretion, direct that voting
be cumulative, according to any plan adopted by the Board. At any meeting of
the Shareholders, every Shareholder having the right to vote may vote either in
person or by proxy executed in writing by the Shareholder or by his duly
authorized attorney-in-fact.
No proxy shall be valid after eleven months from the date of its execution,
unless otherwise provided in the proxy. Each proxy shall be revocable unless
expressly provided therein to be irrevocable or unless otherwise made
irrevocable by law. Each proxy shall be filed with the Secretary of the
Corporation prior to, or at the time of, the meeting. Voting for Directors
shall be in accordance with Section 3.06 of these Bylaws. Any vote may be taken
via voice or by show of hands unless someone entitled to vote objects, in which
case written ballots shall be used. Cumulative voting is not prohibited.
<PAGE>
2.09 Record Date: Closing Transfer Books. The Board of Directors may fix in
advance a record date for the purpose of determining Shareholders entitled to
notice of, or to vote at, a meeting of Shareholders, such record date to be not
less than ten nor more than sixty days prior to such meeting; or the Board of
Directors may close the stock transfer books for such purpose for a period of
not less than ten nor more than sixty days prior to such meeting. In the
absence of any action by the Board of Directors, the date upon which the notice
of the meeting is mailed shall be the record date.
2.10 Action Without Meeting. Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of Shareholders or any action which may be taken at any annual or special
meeting of Shareholders, may be taken without a meeting, without prior notice,
and without a vote, if a consent or consents in writing, setting forth the
action so taken, is signed by the holder or holders of shares having not less
than the minimum number of votes that would be necessary to take such action at
a meeting at which the holders of all shares entitled to vote on the action were
present and voted.
Such consent or consents shall have the same force and effect as the requisite
vote of the Shareholders at a meeting. The signed consent or consents, or a
copy or copies thereof, shall be placed in the minute book of the Corporation.
Such consents may be signed in multiple counterparts, each of which shall
constitute an original for all purposes, and all of which together shall
constitute the requisite written consent or consents of the Shareholders, if
applicable. A telegram, telex, cablegram, or similar transaction by a
Shareholder, or a photographic, photostatic, facsimile or similar reproduction
of a writing signed by a Shareholder, shall be regarded as signed by the
Shareholder for purposes of this Section 2.10.
2.11 Order of Business at Meetings. The order of business at annual meetings,
and so far as practicable at other meetings of Shareholders, shall be as follows
unless changed by the Board of Directors:
(a) Call to order
(b) Proof of due notice of meeting
(c) Determination of quorum and, if necessary, examination of proxies
(d) Announcement of availability of voting list (See Bylaw 2.05)
(e) Announcement of distribution of annual reports (See Bylaw 8.03)
(f) Reading and disposing of minutes of last meeting of Shareholders
(g) Reports of Officers and committees, if deemed necessary
(h) Appointment of voting inspectors
(I) Unfinished business
(j) New business
(k) Nomination of Directors
(l) Opening of polls for voting
(m) Recess
(n) Reconvening; closing of polls
(o) Report of voting inspectors
(p) Other business
(q) Adjournment
<PAGE>
ARTICLE THREE: DIRECTORS
3.01 Management. The business and affairs of the Corporation shall be managed
by the Board of Directors, which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not, by statute or by the Articles
of Incorporation or by these Bylaws, directed or required to be exercised or
done by the Shareholders.
3.02 Number; Qualification; Election; Term. The Board of Directors shall
consist of not less than one member nor more than five members; provided
however, the Board of Directors in effect as of the date of effectiveness of
these Bylaws consists of three members. A Director need not be a Shareholder or
resident of any particular state or country. The Directors shall be elected at
the annual meeting of the Shareholders, except as provided in Bylaw 3.03 and
3.05. Each Director elected shall hold office until his successor is elected
and qualified. Each person elected as a Director shall be deemed to have
qualified unless he states his refusal to serve shortly after being notified of
his election.
3.03 Change in Number. The number of Directors may be increased or decreased
from time to time by amendment to the Bylaws, but no decrease shall have the
effect of shortening the term of any incumbent Director. Any directorship to be
filled by reason of an increase in the number of Directors shall be filled by
the Board of Directors for a term of office continuing only until the next
election of one or more Directors by the Shareholders; provided that the Board
of Directors may not fill more than two such directorships during the period
between any two successive annual meetings of Shareholders.
3.04 Removal. Any Director may be removed either for or without cause at any
special or annual meeting of Shareholders by the affirmative vote of a majority,
in number of shares, of the Shareholders present in person or by proxy at such
meeting and entitled to vote for the election of such Director if notice of
intention to act upon such matter is given in the notice calling such meeting.
3.05 Vacancies. Any unfilled directorship position, or any vacancy occurring in
the Board of Directors (by death, resignation, removal or otherwise), shall be
filled by an affirmative vote of a majority of the remaining Directors though
less than a quorum of the Board of Directors.
A Director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office, except that a vacancy occurring due to an increase in
the number of Directors shall be filled in accordance with Section 3.03 of these
Bylaws.
3.06 Election of Directors. Directors shall be elected by majority vote.
3.07 Place of Meeting. Meetings of the Board of Directors, regular or special,
may be held either within or without the State of Delaware.
3.08 First Meeting. The first meeting of each newly elected Board of Directors
shall be held without further notice immediately following the annual meeting of
Shareholders, and at the same place, unless the Directors change such time or
place by unanimous vote.
3.09 Regular Meetings. Regular meetings of the Board of Directors may be held
without notice at such time and place as determined by the Board of Directors.
<PAGE>
3.10 Special Meetings. Special meetings of the Board of Directors may be called
by the President or by any Director on three days notice to each Director, given
either personally or by mail or by telegram. Except as otherwise expressly
provided by statute, or by the Articles of Incorporation, or by these Bylaws,
neither the business to be transacted at, nor the purpose of, any special
meeting of the Board of Directors need be specified in a notice or waiver of
notice.
3.11 Majority Vote. At all meetings of the Board of Directors, a majority of
the number of Directors then elected and qualified shall constitute a quorum for
the transaction of business. The act of a majority of the Directors present at
any meeting at which a quorum is present shall be the act of the Board of
Directors, except as otherwise specifically provided by statute or by the
Articles of Incorporation or by these Bylaws.
If a quorum is not present at a meeting of the Board of Directors, the
Directors present thereat my adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present.
Each Director who is present at a meeting will be deemed to have assented to
any action taken at such meeting unless his dissent to the action is entered in
the minutes of the meeting, or unless he files his written dissent thereto with
the Secretary of the meeting or forwards such dissent by registered mail to the
Secretary of the Corporation immediately after such meeting.
3.12 Compensation. By resolution of the Board of Directors, the Directors may
be paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance of each meeting of the
Board of Directors, or a stated salary as Director. No such payment shall
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of any executive, special or standing
committees established by the Board of Director, may, by resolution of the Board
of Directors, be allowed like compensation and expenses for attending committee
meetings.
3.13 Procedure. The Board of Directors shall keep regular minutes of its
proceedings. The minutes shall be placed in the minute book of the Corporation.
3.14 Interested Directors, Officers and Shareholders.
(a) If Paragraph (b) is satisfied, no contract or other transaction between
the Corporation and any of its Directors, Officers or Shareholders (or any
corporation or firm in which any of them are directly or indirectly interested)
shall be invalid solely because of such relationship or because of the presence
of such Director, Officer or Shareholder at the meeting authorizing such
contract or transaction, or his participation in such meeting or authorization.
(b) Paragraph (a) shall apply only if:
(1) The material facts of the relationship or interest of each such Director,
Officer or Shareholder are known or disclosed:
(A) To the Board of Directors and it nevertheless authorizes or ratifies the
contract or transaction by a majority of the Directors present, each such
<PAGE>
interested Director to be counted in determining whether a quorum is present but
not in calculating the majority necessary to carry the vote; or
(B) To the Shareholders and they nevertheless authorize or ratify the
contract or transaction by a majority of the shares present, each such
interested person to be counted for a quorum and voting purposes; or
(2) The contract or transaction is fair to the Corporation as of the time it
is authorized or ratified by the Board of Directors, a committee of the Board or
the Shareholders.
(c) This provision shall not be construed to invalidate a contract or
transaction which would be valid in the absence of this provision.
3.15 Certain Officers. The President shall be elected from among the members of
the Board of Directors.
3.16 Action Without Meeting. Any action required or permitted to be taken at a
meeting of the Board of Directors may be taken without a meeting if a consent in
writing, setting forth the action so taken, is signed by all members of the
Board of Directors. Such consent shall have the same force and effect as
unanimous vote of the Board of Directors at a meeting. The signed consent, or a
signed copy thereof, shall be placed in the minute book of the Corporation.
Such consents may be signed in multiple counterparts, each of which shall
constitute an original for all purposes, and all of which together shall
constitute the unanimous written consent of the Directors.
ARTICLE FOUR: EXECUTIVE COMMITTEE
4.01 Designation. The Board of Directors may, by resolution adopted by a
majority of the whole Board, designate an Executive Committee from among its
members.
4.02 Number; Qualification; Term. The Executive Committee shall consist of one
or more Directors. The Executive Committee shall serve at the pleasure of the
Board of Directors.
4.03 Authority. The Executive Committee shall have and may exercise the
authority of the Board of Directors in the management of the business and
affairs of the Corporation except where action of the full Board of Directors is
required by statute or by the Articles of Incorporation, and shall have power to
authorize the seal of the Corporation to be affixed to all papers which may
require it; except that the Executive Committee shall not have authority to:
amend the Articles of Incorporation; approve a plan of merger or consolidation;
recommend to the Shareholders the sale, lease, or exchange of all or
substantially all of the property and assets of the Corporation other than in
the usual and regular course of its business; recommend to the Shareholders the
voluntary dissolution of the Corporation; amend, alter, or repeal the Bylaws of
the Corporation or adopt new Bylaws for the Corporation; fill any vacancy in the
Board of Directors or any other corporate committee; fix the compensation of any
member of any corporate committee; alter or repeal any resolution of the Board
of Directors; declare a dividend; or authorized the issuance of shares of the
Corporation. Each Director shall be deemed to have assented to any action of
the Executive Committee unless, within seven days after receiving actual or
constructive notice of such action, he delivers his written dissent thereto to
the Secretary of the Corporation.
<PAGE>
4.04 Change in Number. The number of Executive Committee members may be
increased or decreased (but not below one) from time to time by resolution
adopted by a majority of the Board of Directors.
4.05 Removal. Any member of the Executive Committee may be removed by the Board
of Directors by the affirmative vote of a majority of the Board of Directors
whenever in its judgment the best interests of the Corporation will be served
thereby.
4.06 Vacancies. A vacancy occurring in the Executive Committee (by death,
resignation, removal or otherwise) shall be filled by the Board of Directors in
the manner provided for original designation in Section 4.01 above.
4.07 Meetings. Time, place and notice, if any, of Executive Committee meetings
shall be as determined by the Executive Committee.
4.08 Quorum: Majority Vote. At meetings of the Executive Committee, a majority
of the members shall constitute a quorum for the transaction of business. The
act of a majority of the members present at any meeting at which a quorum is
present shall be the act of he Executive Committee, except as otherwise
specifically provided by statute or by the Articles of Incorporation or by these
Bylaws. If a quorum is not present at a meeting of the Executive Committee, the
members present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present.
4.09 Compensation. By resolution of the Board of Directors, the members of the
Executive Committee may be paid their expenses, if any, of attendance at each
meeting of the Executive Committee and may be paid a fixed sum for attendance at
each meeting of the Executive Committee or a stated salary as a member thereof.
No such payment shall preclude any member from serving the Corporation in any
other capacity and receiving compensation therefor.
4.10 Procedure. The Executive Committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required. The
minutes of the proceedings of the Executive Committee shall be placed in the
minute book of the Corporation.
4.11 Action Without Meeting. Any action required or permitted to be taken at a
meeting of the Executive Committee may be taken without a meeting if a consent
in writing, setting forth the action so taken, is signed by all the members of
the Executive Committee. Such consent shall have the same force and effect as a
unanimous vote at a meeting. The signed consent, or a signed copy thereof,
shall be placed in the minute book. Such consents may be signed in multiple
counterparts, each of which shall constitute an original for all purposes, and
all of which together shall constitute the unanimous written consent of the
Directors.
4.12 Responsibility. The designation of an Executive Committee and the
delegation of authority to it shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law.
<PAGE>
ARTICLE FIVE: NOTICE
5.01 Method. Whenever by statute or the Articles of Incorporation or these
Bylaws notice is required to be given to any Director or Shareholder and no
provision is made as to how such notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given:
(a) in writing, by mail, postage prepaid, addressed to such Director or
Shareholder at such address as appears on the books of the Corporation; or
(b) by any other method permitted by law.
Any notice required or permitted to be given by mail shall be deemed to be given
at the time it is deposited in the United States mail.
5.02 Waiver. Whenever, by statute or the Articles of Incorporation or these
Bylaws, notice is required to be given to a Shareholder or Director, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated in such notice, shall be equivalent to
the giving of such notice. Attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting except where a Director attends
for the express purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called or convened.
5.03 Telephone Meetings. Shareholders, Directors, or members of any committee,
may hold any meeting of such Shareholders, Directors, or committee by means of
conference telephone or similar communications equipment which permits all
persons participating in the meeting to hear each other. Actions taken at such
meeting shall have the same force and effect as a vote at a meeting in person.
The Secretary shall prepare a memorandum of the actions taken at conference
telephone meetings.
ARTICLE SIX: OFFICERS AND AGENTS
6.01 Number: Qualification: Election: Term.
(a) The Corporation shall have:
(1) A Chairman of the Board (should the Board of Directors so choose to
select), a President, a Vice-President, a Secretary and a Treasurer, and
(2) Such other Officers (including one or more Vice-Presidents, and assistant
Officers and agents) as the Board of Directors authorizes from time to time.
(b) No Officer or agent need be a Shareholder, a Director or a resident of
Delaware except as provided in Sections 3.15 and 4.02 of these Bylaws.
(c) Officers named in Section 6.01(a)(1) above shall be elected by the Board
of Directors on the expiration of an Officer's term or whenever a vacancy
exists. Officers and agents named in Section 6.01 (a)(2) may be elected by the
Board of Directors at any meeting.
<PAGE>
(d) Unless otherwise specified by the Board at the time of election or
appointment, or in an employment contract approved by the Board, each Officer's
and agent's term shall end at the first meeting of Directors after the next
annual meeting of Shareholders. He shall serve until the end of his term or, if
earlier, his death, resignation or removal.
(e) Any two or more offices may be held by the same person.
6.02 Removal and Resignation. Any Officer or agent elected or appointed by the
Board of Directors may be removed with or without cause by a majority of the
Directors at any regular or special meeting of the Board of Directors. Any
Officer may resign at any time by giving written notice to the Board of
Directors or to the President or Secretary.
Any such resignation shall take effect upon receipt of such notice if no date
is specified in the notice, or, if a later date is specified in the notice, upon
such later date; and unless otherwise specified in the notice, the acceptance of
such resignation shall not be necessary to make it effective. The removal of
any Officer or agent shall be without prejudice to the contract rights, if any,
of the person so removed. Election or appointment of an Officer or agent shall
not of itself create contract rights.
6.03 Vacancies. Any vacancy occurring in any office of the Corporation (by
death, resignation, removal or otherwise) may be filled by the Board of
Directors.
6.04 Authority. Officers shall have full authority to perform all duties in the
management of the Corporation as are provided in these Bylaws or as may be
determined by resolution of the Board of Directors from time to time not
inconsistent with these Bylaws.
6.05 Compensation. The compensation of Officers and agents shall be fixed from
time to time by the Board of Directors.
6.06 Chairman of the Board. The Chairman of the Board, if any, shall preside at
all meetings of the Board of Directors and shall exercise and perform such other
powers and duties as may be assigned to him by the Board of Directors or
prescribed by the Bylaws.
6.07 Executive Powers. The Chairman of the Board, if any, and the President of
the Corporation respectively, shall, in the order of their seniority, unless
otherwise determined by the Board of Directors or otherwise are positions held
by the same person, have general and active management of the business and
affairs of the Corporation and shall see that all orders and resolutions of the
Board are carried into effect.
They shall perform such other duties and have such other authority and powers
as the Board of Directors may from time to time prescribe. Within this
authority and in the course of their respective duties the Chairman of the
Board, if any, and the President of the Corporation, respectively, shall have
the general authority to:
<PAGE>
(a) Conduct Meetings. Preside at all meetings of the Shareholders and at all
meetings of the Board of Directors, and shall be ex officio members of all the
standing committees, including the Executive Committee, if any.
(b) Sign Share Certificates. Sign all certificates of stock of the
Corporation, in conjunction with the Secretary or Assistant Secretary, unless
otherwise ordered by the Board of Directors.
(c) Execute Instruments. When authorized by the Board of Directors or
required by law, execute, in the name of the Corporation, deeds, conveyances,
notices, leases, checks, drafts, bills of exchange, warrants, promissory notes,
bonds, debentures, contracts, and other papers and instruments in writing, and
unless the Board of Directors orders otherwise by resolution, make such
contracts as the ordinary conduct of the Corporation's business requires.
(d) Hire and Discharge Employees. Subject to the approval of the Board of
Directors, appoint and remove, employ and discharge, and prescribe the duties
and fix the compensation of all agents, employees and clerks of the Corporation
other than the duly appointed Officers, and, subject to the direction of the
Board of Directors, control all of the Officers, agents and employees of the
Corporation.
6.08 Vice-Presidents. The Vice-Presidents, if any, in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and have the
authority and exercise the powers of the President. They shall perform such
other duties and have such other authority and powers as the Board of Directors
may from time to time prescribe or as the senior Officers of the Corporation may
from time to time delegate.
6.09 Secretary. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the Shareholders and record all votes and minutes
of all proceedings in a book to be kept for that purpose, and shall perform like
duties for the Executive Committee when required. He shall:
(a) give, or cause to be given, notice of all meetings of the Shareholders and
special meetings of the Board of Directors;
(b) keep in safe custody the Seal of the Corporation and, when authorized by
the Board of Directors or the Executive Committee, affix the same to any
instrument requiring it, and when so affixed, it shall be attested by his
signature or by the signature of the Treasurer or an Assistant Secretary. He
shall be under the supervision of the senior Officers of the Corporation;
(c) perform such other duties and have such other authority and powers as the
Board of Directors may from time to time prescribe or as the senior Officers of
the Corporation may from time to time delegate.
6.10 Assistant Secretaries. The Assistant Secretaries, if any, in the order of
their seniority, unless otherwise determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and have the
authority and exercise the powers of the Secretary. They shall perform such
other duties and have such other powers as the Board of Directors may from time
to time prescribe or as the senior Officers of the Corporation may from time to
time delegate.
<PAGE>
6.11 Treasurer. The Treasurer shall:
(a) have the custody of the corporate funds and securities and shall keep full
and accurate accounts of all income, expense, receipts and disbursement of the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors.
(b) disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and
(c) render to the senior Officers of the Corporation and Directors, at the
regular meeting of the Board, or whenever they may request it, accounts of all
his transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board of Directors, he shall:
(a) give the Corporation a bond in such form, in such sum, and with such
surety or sureties as satisfactory the Board, for the faithful performance of
the duties of his office and for the restoration to the Corporation, in case of
his death, resignation, retirement or removal from office, of all books, paper,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.
(b) perform such other duties and have such other authority and powers as the
Board of Directors may from time to time prescribe or as the senior Officers of
the Corporation may from time to time delegate.
6.12 Assistant Treasurers. The Assistant Treasurers, if any, in the order of
their seniority, unless otherwise determined by the Board of Directors, shall,
in the absence or disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer. They shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe or as the
senior Officers of the Corporation may from time to time delegate.
ARTICLE SEVEN: CERTIFICATE AND TRANSFER REGULATIONS
7.01 Certificates. Certificates in such form as may be determined by the Board
of Directors shall be delivered, representing all shares to which Shareholders
are entitled. Certificates shall be consecutively numbered and shall be entered
in the books of the Corporation as they are issued. Each certificate shall
state on the face thereof that the Corporation is organized under the laws of
the State of Delaware, the holder's name, the number and class of shares, the
par value of such shares or a statement that such shares are without par value,
and such other matters as may be required by law.
They shall be signed by the President or a vice-president and either the
Secretary or Assistant Secretary or such other Officer or Officers as the Board
of Directors designates, and may be sealed with the Seal of the Corporation or a
facsimile thereof. If any certificate is countersigned by a transfer agent, or
<PAGE>
an assistant transfer agent, or registered by a registrar (either of which is
other than the Corporation or an employee of the Corporation), the signature of
any such Officer may be a facsimile thereof. If any certificate is countersigned
by a transfer agent, or an assistant transfer agent, or registered by a
registrar (either of which is other than the Corporation or an employee of the
Corporation), the signature of any such Officer may be a facsimile thereof.
7.02 Issuance of Certificates. Shares both treasury and authorized but unissued
may be issued for such consideration (not less than par value) and to such
persons as the Board of Directors determines from time to time. Shares may not
be issued until the full amount of the consideration, fixed as provided by law,
has been paid. In addition, Shares shall not be issued or transferred until
such additional conditions and documentation as the Corporation (or its transfer
agent, as the case may be) shall reasonably require, including without
limitation, the surrender of such stock certificate or certificates of proper
evidence of succession, assignment or other authority to obtain transfer
thereof, as the circumstances may require, and such legal opinions with
reference to the requested transfer as shall be required by the Corporation (or
its transfer agent) pursuant to the provisions of these Bylaws and applicable
law, shall have been satisfied.
7.03 Legends on Certificates.
(a) Shares in Classes or Series. If the Corporation is authorized to issue
shares of more than one class, the certificates shall set forth, either on the
face or back of the certificate, a full or summary statement of all of the
designations, preferences, limitations relative rights of the shares of such
class and, if the Corporation is authorized to issue any preferred or special
class in series, the variations in the relative rights and preferences of the
shares of each such series so far as the same have been fixed and determined,
and the authority of the Board of Directors to fix and determine the relative
rights and preferences of subsequent series. In lieu of providing such a
statement in full on the certificate, a statement on the face or back of the
certificate may provide that the Corporation will furnish such information to
any shareholder without charge upon written request to the Corporation at its
principal place of business or registered office and that copies of the
information are on file in the office of the Secretary of State.
(b) Restriction on Transfer. Any restrictions imposed by the Corporation on
the sale or other disposition of its shares and on the transfer thereof may be
copied at length or in summary form on the face, or so copied on the back and
referred to on the face, of each certificate representing shares to which the
restriction applies. The certificate may, however, state on the face or back
that such a restriction exists pursuant to a specified document and that the
Corporation will furnish a copy of the document to the holder of the certificate
without charge upon written request to the Corporation at its principal place of
business, or refer to such restriction in any other manner permitted by law.
(c) Preemptive Rights. Any preemptive rights of a Shareholder to acquire
unissued or treasury shares of the Corporation which are or may at any time be
limited or denied by the Articles of Incorporation may be set forth at length on
the face or back of the certificate representing shares subject thereto. In
lieu of providing such a statement in full on the certificate, a statement on
the face or back of the certificate may provide that the Corporation will
furnish such information to any Shareholder without charge upon written request
to the Corporation at its principal place of business and that a copy of such
information is on file in the office of the Secretary of State, or refer to such
denial of preemptive rights in any other manner permitted by law.
(d) Unregistered Securities. Any security of the Corporation, including,
among others, any certificate evidencing shares of the Common Stock or warrants
<PAGE>
to purchase Common Stock of the Corporation, which is issued to any person
without registration under the Securities Act of 1933, as amended, or the
securities laws of any state, shall not be transferable until the Corporation
has been furnished with a legal opinion of counsel with reference thereto,
satisfactory in form and content to the Corporation and its counsel, if required
by the Corporation, to the effect that such sale, transfer or pledge does not
involve a violation of the Securities Act of 1933, as amended, or the securities
laws of any state having jurisdiction. The certificate representing the
security shall bear substantially the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED UNLESS SUCH OFFER, SALE OR
TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY APPLICABLE BLUE SKY LAWS. ANY OFFER, SALE OR TRANSFER OF THESE SECURITIES
MAY NOT BE MADE WITHOUT THE PRIOR WRITTEN APPROVAL OF THE CORPORATION".
7.04 Payment of Shares.
(a) Kind. The consideration for the issuance of shares shall consist of money
paid, labor done (including services actually performed for the Corporation) or
property (tangible or intangible) actually received. Neither promissory notes
nor the promise of future services shall constitute payment for shares.
(b) Valuation. In the absence of fraud in the transaction, the judgment of
the Board of Directors as to the value of consideration received shall be
conclusive.
(c) Effect. When consideration, fixed as provided by law, has been paid, the
shares shall be deemed to have been issued and shall be considered fully paid
and nonassessable.
(d) Allocation of Consideration. The consideration received for shares shall
be allocated by the Board of Directors, in accordance with law, between Stated
Capital and Capital Surplus accounts.
7.05 Subscriptions. Unless otherwise provided in the subscription agreement,
subscriptions for shares shall be paid in full at such time or in such
installments and at such times as determined by the Board of Directors. Any
call made by the Board of Directors for payment on subscriptions shall be
uniform as to all shares of the same series. In case of default in the payment
on any installment or call when payment is due, the Corporation may proceed to
collect the amount due in the same manner as any debt due to the Corporation.
7.06 Lien. For any indebtedness of a Shareholder to the Corporation, the
Corporation shall have a first and prior lien on all shares of its stock owned
by him and on all dividends or other distributions declared thereon.
7.07 Lost, Stolen or Destroyed Certificates. The Corporation shall issue a new
certificate in place of any certificate for shares previously issued if the
registered owner of the certificate.
<PAGE>
(a) Claim. Submits proof in affidavit form that it has been lost, destroyed
or wrongfully taken; and
(b) Timely Request. Requests the issuance of a new certificate before the
Corporation has notice that the certificate has been acquired by a purchaser for
value in good faith and without notice of an adverse claim; and
(c) Bond. Gives a bond in such form, and with such surety or sureties, with
fixed or open penalty, if the Corporation so requires, to indemnify the
Corporation (and its transfer agent and registrar, if any) against any claim
that may be made on account of the alleged loss, destruction, or theft of the
certificate; and
(d) Other Requirements. Satisfies any other reasonable requirements imposed
by the Corporation.
When a certificate has been lost, apparently destroyed or wrongfully taken, and
the holder of record fails to notify the Corporation within a reasonable time
after he has notice of it, and the Corporation registers a transfer of the
shares represented by the certificate before receiving such notification, the
holder of record shall be precluded from making any claim against the
Corporation for the transfer or for a new certificate.
7.08 Registration of Transfer. The Corporation shall register the transfer of a
certificate for shares presented to it for transfer if:
(a) Endorsement. The certificate is properly endorsed by the registered owner
or by his duly authorized attorney; and
(b) Guaranty and Effectiveness of Signature. If required by the Corporation,
the signature of such person has been guaranteed by a national banking
association or member of the New York Stock Exchange, and reasonable assurance
is given that such endorsements are effective; and
(c) Adverse Claims. The Corporation has no notice of an adverse claim or has
discharged any duty to inquire into such a claim; and
(d) Collection of Taxes. Any applicable law relating to the collection of
taxes has been complied with.
7.09 Registered Owner. Prior to due presentment for registration of transfer of
a certificate for shares, the Corporation may treat the registered owner or
holder of a written proxy from such registered owner as the person exclusively
entitled to vote, to receive notices and otherwise exercise all the rights and
powers of a Shareholder.
7.10 Preemptive Rights. No Shareholder or other person shall have any
preemptive rights of any kind to acquire additional, unissued or treasury shares
of the Corporation, or securities of the Corporation convertible into, or
<PAGE>
carrying rights to subscribe to or acquire, shares of any class or series of the
Corporation's capital stock, unless, and to the extent that, such rights may be
expressly granted by appropriate action.
ARTICLE EIGHT: GENERAL PROVISIONS
8.01 Dividends and Reserves.
(a) Declaration and Payment. Subject to statute and the Articles of
Incorporation, dividends may be declared by the Board of Directors at any
regular or special meeting and may be paid in cash, in property or in shares of
the Corporation. The declaration and payment shall be at the discretion of the
Board of Directors.
(b) Record Date. The Board of Directors may fix in advance a record date for
the purpose of determining Shareholders entitled to receive payment of any
dividend, such record date to be not more than sixty days prior to the payment
date of such dividend, or the Board of Directors may close the stock transfer
books for such purpose for a period of not more than sixty days prior to the
payment date of such dividend. In the absence of any action by the Board of
Directors, the date upon which the Board of Directors adopts the resolution
declaring such dividend shall be the record date.
(c) Reserves. By resolution, the Board of Directors may create such reserve or
reserves out of the Earned Surplus of the Corporation as the Directors from time
to time, in their discretion, think proper to provide for contingencies, or to
equalize dividends, or to repair or maintain any property of the Corporation, or
for any other purpose they think beneficial to the Corporation. The Directors
may modify or abolish any such reserve in the manner in which it was created.
8.02 Books and Records. The Corporation shall keep correct and complete books
and records of account and shall keep minutes of the proceedings of its
Shareholders and Board of Directors, and shall keep at its registered office or
principal place of business, or at the office of its transfer agent or
registrar, a record of its Shareholders, giving the names and addresses of all
Shareholders and the number and class of the shares held by each.
8.03 Annual Reports. The Board of Directors shall cause such reports to be
mailed to Shareholders as the Board of Directors deems to be necessary or
desirable from time to time.
8.04 Checks and Notes. All checks or demands for money and notes of the
Corporation shall be signed by such Officer or Officers or such other person or
persons as the Board of Directors designates from time to time.
8.05 Fiscal Year. The fiscal year of the Corporation shall be the calendar
year.
8.06 Seal. The Corporation Seal (of which there may be one or more examples)
may contain the name of the Corporation and the name of the state of
incorporation. The Seal may be used by impressing it or reproducing a facsimile
of it, or otherwise. Absence of the Corporation Seal shall not affect the
validity or enforceability or any document or instrument.
<PAGE>
8.07 Indemnification.
(a) The Corporation shall have the right to indemnify, to purchase indemnity
insurance for, and to pay and advance expenses to, Directors, Officers and other
persons who are eligible for, or entitled to, such indemnification, payments or
advances, in accordance with and subject to the provisions of Delaware law, to
the extent such indemnification, payments or advances are either expressly
required by such provisions or are expressly authorized by the Board of
Directors within the scope of such provisions. The right of the Corporation to
indemnify such persons shall include, but not limited to, the authority of the
Corporation to enter into written agreements for indemnification with such
persons.
(b) Subject to the provisions of the General Corporation Law of Delaware and
any amendments thereto, a Director of the Corporation shall not be liable to the
Corporation or its shareholders for monetary damages for an act or omission in
the Director's capacity as a Director, except that this provision does not
eliminate or limit the liability of a Director to the extent the Director is
found liable for:
(1) a breach of the Director's duty of loyalty to the Corporation or its
shareholders;
(2) an act or omission not in good faith that constitutes a breach of duty of
the Director to the Corporation or an act or omission that involves intentional
misconduct or a knowing violation of the law;
(3) a transaction from which the Director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope of the
Director's office; or
(4) an act or omission for which the liability of a Director is expressly
provided by an applicable statute.
8.08 Amendment of Bylaws. These Bylaws may be altered, amended or repealed at
any meeting of the Board of Directors at which a quorum is present, by the
affirmative vote of a majority of the Directors present thereat, provided notice
of the proposed alteration, amendment, or repeal is contained in the notice of
such meeting.
8.09 Construction. Whenever the context so requires, the masculine shall
include the feminine and neuter, and the singular shall include the plural, and
conversely. If any portion of these Bylaws are ever finally determined to be
invalid or inoperative, then, so far as is reasonable and possible:
(a) The remainder of these Bylaws shall be valid and operative; and
(b) Effect shall be given to the intent manifested by the portion held invalid
or inoperative.
<PAGE>
8.10 Table of Contents; Headings. The table of contents and headings are for
organization, convenience and clarity. In interpreting these Bylaws, they shall
be subordinated in importance to the other written material.
Signed for Identification,
MAS ACQUISITION I CORP.
A Delaware Corporation
BY: /s/ Aaron Tsai
___________________________________________
Its: Chairperson of the Board of Directors
Exhibit (3.2)
<PAGE>
NUMBER SHARES
MAS Acquisition I Corp.
SEE REVERSE FOR
INCORPORATED UNTER THE LAWS OF THE STATE OF DELAWARE CERTAIN DEFINITIONS
COMMON STOCK CUSIP 55261K 10 3
This Certifies That:
is owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $.001 PAR VALUE EACH OF
MAS Acquisition I Corp.
transferable on the books of the Corporation in person or by attorney upon
surrender of this certificate duly endorsed or assigned. This certificate and
the shares represented hereby are subject to the laws of the State of Delaware,
and to the Certificate of Incorporation and Bylaws of the Corporation, as now or
hereafter amended. This certificate is not valid until countersigned by the
Transfer Agent.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
DATED: [SEAL] COUNTERSIGNED: COMPANY OFFICE
1922 North Bedford Ave.
Evansville, IN 47711
BY: TRANSFER AGENT
AUTHORIZED SIGNATURE
/s/ Graham Bowmer /s/ Aaron Tsai
SECRETARY PRESIDENT
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ......Custodian......
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants
in common Act........
(State)
Additional abbreviations may also be used though not in the above list.
For Valued Received,________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
INDENTIFYING NUMBER OF ASSIGNEE
______________________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________________Shares
of the stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
________________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ________
______________________________________________________________
NOTICE:THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.
THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT
CHARGE, A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND
LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO
FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD
TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE
RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH
REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT
NAMED ON THIS CERTIFICATE.
- --------------------------------------------------------------------------------
THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE
FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST
COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK
EXCHANGE IN CONFORMANCE WITH A SIGNATURE GUARANTEE MEDALLION PROGRAM.
- --------------------------------------------------------------------------------
Exhibit (4)
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form 10-SB of our
report dated August 22, 1996 relating to the financial statements of MAS
Acquisition I Corp. as of August 15, 1996.
/s/ Winter, Scheifley & Associates, P.C.
Winter, Scheifley & Associates, P.C.
Certified Public Accountants
August 23, 1996
Englewood, Colorado
Exhibit (24)
<PAGE>
LEASE AGREEMENT
THIS INDENTURE OF LEASE, made and entered into this 11th day of November,
1995, by and between BERNARD F. FLITTNER, of Vanderburgh County, Indiana,
hereinafter referred to as "Landlord", and AIMEX CAMERA, INC., an Indiana
corporation, of Vanderburgh County, Indiana, hereinafter referred to as
"Tenant", WITNESSETH THAT;
Landlord, in consideration of the rents reserved to him and of the
covenants and agreements hereinafter contained and set forth to be kept and
performed by Tenant, does hereby lease, let, rent and demise unto Tenant, and
Tenant does hereby take and hire of and from Landlord, the following described
premises located in the City of Evansville, Vanderburgh County, Indiana, to-wit:
Lots Six (6) and Seven (7), in Five Oaks Place, a Subdivision
located in the City of Evansville, Vanderburgh County, Indiana,
Tax Codes 31-19-4 and 31-19-5, on which is located a concrete
block building containing approximately four thousand (4,000)
square feet, all hereinafter referred to as the "demised
premises".
TO HAVE AND TO HOLD said demised premises unto Tenant for a term of two (2)
years commencing on the first day of December, 1995 and terminating on the 30th
day of November, 1997, all upon and subject to the following terms, provisions,
agreements, covenants, limitations, and conditions, to-wit:
I.
RENT
Tenant covenants and agrees to pay to Landlord, without demand, by mailing
to Landlord at P. O. Box 2711, Evansville, Indiana 47728-0711, or to such other
address as Landlord may, from time to time, designate in writing, as rental for
said demised premises during the term of this lease, the sum of twelve Hundred
Dollars ($1,200.00) per month, payable in advance, commencing on the first day
of December, 1995 and thereafter on the first day of each month during the term
of this lease. Concurrently with the execution of this lease Tenant shall pay
to Landlord the sum of Twenty Four Hundred Dollars ($2,400.00) which shall be in
payment of rental for the first and last months of the term of this lease.
II.
SECURITY DEPOSIT
Concurrently with the execution of this lease, Tenant shall deposit with
Landlord the sum of One Thousand Dollars ($1,000.00) as security for the payment
of the rent and other amounts due and payable to Landlord pursuant to this lease
<PAGE>
and as security for the performance by Tenant of the covenants and agreements
set forth in this lease. Said sum may be applied by Landlord towards any rental
or other amounts payable by Tenant hereunder, or toward the repair of any damage
to the premises or the cost of cleaning the same at the termination or
expiration of this lease.
III.
USE OF THE DEMISED PREMISES
The demised premises are leased and let unto Tenant for use as a warehouse
and office for the storage and distribution of consumer products and
merchandise. Tenant shall not use or occupy or permit the demised premises to
be used or occupied in any unlawful manner or for any illegal purposes, or in
such a manner as to constitute a nuisance, and said premises shall be used and
occupied by Tenant in compliance with all laws, ordinances and governmental
regulations, and Tenant, at its expense, shall make all repairs, changes and
alterations required by any law, rule, ordinance, order or regulations of any
governmental agency having jurisdiction.
IV.
MAINTENANCE, REPAIRS, REMODELING AND ALTERATIONS
Tenant shall, at it sole cost and expense, during the term of this lease,
take good care of the demised premises and keep the same and the building and
improvements thereon erected in good condition, ordinary wear and tear excepted,
and make all necessary repairs thereof, interior and exterior, structural and
nonstructural. The term "repairs" shall include all necessary replacements and
renewals, including replacement, if necessary, of electrical wiring and
fixtures, plumbing, heating and air conditioning, and all other equipment
therein and all other fixtures and installations in or about the demised
premises, and all repairs which may be necessary from time to time to the
parking area, driveways, sidewalks, lawns, landscaping and other facilities.
Tenant agrees to keep and maintain the demised premises in a clean and
wholesome condition, and Tenant further agrees to promptly remove or cause
the removal of ice and snow from the sidewalks adjacent to the demised premises
and shall fully comply with the requirements of any statute or ordinance
relative to the removal of such snow and ice.
Tenant shall have the right to install trade fixtures and to remodel the
interior of the demised premises, but shall not make any alternations,
additions, improvements, or structural changes without first procuring
Landlord's written consent, and delivering to Landlord the plans and
<PAGE>
specifications therefor and furnishing indemnification against liens, costs,
damages and expenses as may be required by Landlord.
At the expiration of the term of this lease, Tenant shall quietly yield up
and surrender the possession of the demised premises to Landlord in as good a
condition as the same may have been in at any time during the term of this
lease, ordinary wear and tear excepted. At the termination of this lease,
Tenant may remove trade fixtures, but shall repair any damage resulting from
such removal. All alterations, additions, improvements, fixtures, including
light fixtures, walls, partitions, carpeting and floor covering constructed or
installed by Tenant during the term of this lease, or any renewal thereof, shall
become the property of Landlord and at the termination of this lease shall
remain upon and be surrendered with the demised premises as a part thereof and
without disturbance or injuries; provided, however, at the request of Landlord,
Tenant shall remove any additions, improvements, walls, or partitions
constructed or installed by Tenant and restore the demised premises to the
condition existing at the commencement of this lease.
V.
TAXES
Landlord shall pay the real estate taxes assessed upon the demised premises
which are due and payable in May and November, 1996. Tenant shall be obligated
to pay the real estate taxes which are due and payable in May and November,
1997. In payment of said taxes, Tenant shall pay to Landlord each month,
commencing on December 1, 1996 and thereafter on the first day of each month,
one-twelfth (1/12) of the total of said taxes until the total amount of said
taxes has been paid to Landlord. Landlord shall advise Tenant of the monthly
payment to be made by Tenant in payment of said taxes at least ten (10) days
prior to December 1, 1996.
Tenant shall pay all taxes of any kind or character levied or assessed
upon or with respect to its fixtures, equipment or other personal property
installed, located or used by it in or upon the demised premises during the
term of this lease and any renewal thereof.
VI.
INSURANCE
Landlord, during the entire term of this lease shall keep and maintain in
full force and effect a policy of insurance with respect to the demised premises
insuring the same against loss by fire and hazards covered by the standard
extended coverage endorsement. Tenant shall reimburse Landlord for the cost of
such insurance by paying to Landlord on the first day of each month, commencing
<PAGE>
on December 1, 1995, (in addition to all other payments due from Tenant to
Landlord), the sum of Twenty-four Dollars ($24.00), which is one-twelfth (1/12)
of the premium for such insurance.
In the event of damage to or destruction of the demised premises, all
amounts payable by reason of such insurance shall be paid to Landlord.
Tenant, during the term of this lease or any renewal thereof shall, at
its cost, keep and maintain in full force and effect a policy or policies of
insurance with respect to its fixtures, equipment, or other personal property
installed, located, or used by it in or upon the demised premises, insuring
the same against loss by fire and hazards covered by the standard extended
coverage endorsement. In the event of damage to or destruction of any of
Tenant's said property, all amounts payable by reason of such insurance shall be
paid to Tenant.
VII.
SIGNS
Tenant shall have the right to affix a sign on the demised premises,
subject, however, to approval by Landlord as to the location, type and size
thereof. Said sign shall conform with the ordinances and regulations of the
City of Evansville, Indiana, or any other governmental agency having
jurisdiction. Upon the termination of this lease, Tenant shall remove said
sign and repair any damages resulting from such removal.
VIII.
HEAT AND UTILITIES
All electricity, gas, water and other utilities and utility services
required by Tenant in connection with its use and occupancy of the demised
premises shall be paid for by Tenant.
Tenant shall, at its expense, arrange for the weekly pickup and removal
of trash and debris from the demised premises.
IX.
ASSIGNMENT AND SUBLETTING
Tenant shall not have the right to sell, assign, sublet, transfer,
mortgage, pledge or in any manner dispose of this lease or any estate or
interest hereby created.
<PAGE>
X.
INSPECTION OF PREMISES
Landlord shall have the right to enter into or upon the demised premises
at all reasonable times for the purpose of examining the condition of the same,
for the purpose of exhibiting the same to prospective purchasers, or for the
purpose of determining any matter arising under or pursuant to the terms and
provisions of this lease.
XI.
LIABILITY AND INDEMNIFICATION
Tenant has examined and inspected the demised premises and accepts said
premises in its existing condition, and waives any claim or right on account of
such condition, and Landlord shall not be liable to Tenant, or to its agents,
employees, customers, guests, licensees, invitees or to any other person, for
any injury or damage that may result to persons or property by reason of the
condition of the demised premises, or any part thereof, existing at such time
or hereafter, and whether such defects be known or unknown to the parties
hereto.
Tenant agrees to indemnify and save Landlord harmless of and from any and
all liability for damages, costs, and expenses on account of any claims of third
persons for injury or damage to property or for injuries to or death of persons
arising out of or by reason of Tenant's use and occupancy of the demised
premises or by reason of any breach or default upon the part of Tenant in the
performance of any covenant or agreement upon the part of Tenant to be kept and
performed pursuant to the terms and provisions of this lease, and from any act
of negligence upon the part of Tenant, its agents, invitees, employees,
customers or licensees on or about the demised premises.
Tenant, during the entire term of this lease shall keep and maintain in
full force and effect, at its sole cost and expense, public liability insurance
insuring Tenant and Landlord with respect to claims for bodily injuries, death,
or property damage arising with reference to the demised premises or the
business Tenant conducts from or upon the demised premises, which insurance
shall be written with limits of not less than Three Hundred Thousand Dollars
($300,000.00) with respect to property damages sustained or injuries suffered
by, or the death of, any one person, and not less than One Million Dollars
($1,000,000.00) with respect to all such losses or damages arising by reason
of any one accident or event. Landlord shall be named as an additional insured
in said policy or policies, and Tenant shall furnish to Landlord from time to
time current certificates evidencing Tenant's procurement and maintenance of
such insurance.
<PAGE>
XII.
ENVIRONMENTAL HAZARDS
Tenant its agents, employees, contractors, and invitees shall not cause
or permit any hazardous substances to be used, stored, generated, or disposed
of, on or about the demised premises, and Tenant, its agents, employees,
contractors and invitees shall not discharge, leak or emit, or permit to be
discharged, leaked or emitted, any hazardous substance into the atmosphere,
ground, sewer system, or any body of water, underground or above ground. If
the demised premises or adjoining real estate become contaminated in any manner
by reason of Tenant's violation of the above provisions, Tenant shall indemnify
and hold harmless Landlord from any and all claims, demands, damages, fines,
judgments, penalties, costs, liabilities or losses, including, without
limitation, a decrease in the value of the demised premises, and any and all
sums paid for settlement of claims, attorneys' fees, consultant and expert fees,
arising as a result of such contamination by Tenant. This indemnification
includes, without limitation, any and all costs incurred due to any
investigation of the demised premises, or any cleanup, removal or restoration
mandated by a federal, state, or local agency or political subdivision. In
addition, if Tenant causes or permits the presence of any hazardous substances
on the demised premises which results in contamination, Tenant shall promptly,
at its expense, take any and all necessary actions to return the demised
premises to the condition existing prior to such contamination.
As used herein, "hazardous substance" means any substance which is
regulated and defined as such by any local government, the State of Indiana, or
the United States Government. "Hazardous substance" includes any and all
materials or substances which are defined as "hazardous waste", "extremely
hazardous waste", or a "hazardous substance" pursuant to state, federal, or
local governmental law. "Hazardous substance" includes, but is not restricted
to, asbestos, PCBs, and petroleum.
XIII.
DAMAGE TO OR DESTRUCTION OF DEMISED PREMISES
If the building located on the demised premises is damaged by fire, the
elements, or any other cause whatsoever, Landlord shall decide within thirty
(30) days of such damage whether to repair and rebuild, and within such time
shall notify Tenant in writing of his election. If Landlord elects not to
repair and rebuild, this lease shall be deemed terminated. If Landlord elects
to repair or rebuild, then he shall proceed with due diligence to repair and
rebuild the demised premises. During the period of repair and construction and
<PAGE>
so long as Tenant is deprived of the reasonable use of the premises, rent shall
abate.
Landlord and Tenant each hereby release the other from any and all
liability or responsibility to the other or anyone claiming through or under
them by way of subrogation or otherwise for any loss or damage to property
caused by fire or other hazards insured against by extended insurance coverage;
provided, however, that this release shall be applicable and in force and effect
only with respect to loss or damage occurring during such time as the releasor's
policy shall contain a clause or endorsement to the effect that any such release
shall not adversely affect or impair said policies or prejudice the right of the
releasor to recover thereunder. Landlord and Tenant agree that they will
request their insurance carrier or carriers to include in their policy such a
clause or endorsement.
XIV.
EMINENT DOMAIN
In case the whole or any part of the demised premises shall be taken by
any public authority under the power of eminent domain or conveyed by Landlord
under the threat of such taking, and if the portion of the demised premises so
taken or conveyed, is such as to destroy the usefulness of the demised premises
for the purposes for which the same are demised hereunder, then Tenant shall
have the right, exercisable by the giving of written notice to Landlord within
ten (10) days after such taking or conveyance, either to terminate this lease or
to continue in the remainder of the demised premises under and pursuant to the
terms and provisions hereof, except that the rent shall be reduced in
proportion of the area so taken or conveyed. All damages awarded or
compensation paid for any such taking or conveyance shall belong to and be the
property of Landlord.
XV.
QUIET ENJOYMENT
If and so long as Tenant shall pay the rent and other payments payable by
it in accordance with the terms and provisions of this lease and shall keep,
perform and observe all of the covenants and provisions hereof to be kept and
performed by Tenant, Tenant shall quietly enjoy the demised premises in
accordance with the terms and provisions of this lease.
XVI.
REMEDIES
A. Each of the following acts or omissions of Tenant or occurrences
shall constitute an event of default:
<PAGE>
1. Failure or refusal by Tenant to pay rent or other payments
hereunder within ten (10) days after the same is due and payable;
2. Failure to perform any of the other covenants, agreements,
stipulations or conditions herein set forth to be kept and
performed by Tenant and such failure continues for a period of
fifteen (15) days after written notice of such violation or default
without Tenant in good faith having commenced to rectify the same
with reasonable diligence;
3. Abandonment or vacation of the demised premises by Tenant or any
significant portion thereof;
4. The filing or execution or occurrence of (a) a petition in
bankruptcy or other insolvency proceeding by or against Tenant,
(b) the filing by or against Tenant of any petition or answer
seeking relief under any provision of the bankruptcy act, or
(c) an assignment for the benefit of creditors or a petition or
other proceeding by or against Tenant for the appointment of a
trustee or receiver of Tenant or of any of Tenant's property.
B. Upon the occurrence of any event of default as enumerated above,
Landlord may, at Landlord's option, in addition to any other remedy
or right given hereunder or by law or equity, do any one or more of
the following:
1. Terminate this lease, in which event Tenant shall immediately
surrender possession of the demised premises to Landlord;
2. Enter upon and take possession of the demised premises and expel
or remove Tenant and any other occupant therefrom, with or without
having terminated this lease; and
3. Alter locks and other security devises in or about the demised
premises.
C. The exercise by Landlord of any one or more remedies hereunder granted
or otherwise available shall not be deemed to be an acceptance of
surrender of the demised premises by Tenant, whether by agreement or by
operation of law, it being understood that such surrender can be
affected only by the written agreement of Landlord and Tenant. No
such alteration of security devices and no removal or other exercise
of dominion by Landlord over the property of Tenant or others at the
demised premises shall constitute a conversion. All claims for damages
by reason of such re-entry and/or repossession and/or alteration of
<PAGE>
locks or other security devices are hereby waived by Tenant. Tenant
agrees that any re-entry by Landlord may be pursuant to judgment
obtained in any legal proceedings or without the necessity for any
legal proceedings, as Landlord may elect, and Landlord shall not be
liable in trespass or otherwise.
D. In the event Landlord elects to terminate this lease by reason of an
event of default, then notwithstanding such termination, Tenant shall
be liable for and shall pay to Landlord the sum of all rent and other
indebtedness accrued to the date of such termination, plus, as damages,
an amount equal to the then present value of the rent reserved
hereunder for the remainder portion of the lease term.
E. In the event that Landlord elects to repossess the demised premises
without terminating this lease, the Tenant shall be liable and shall
pay to Landlord all rent and other indebtedness accruing to the date of
such repossession, plus rent required to be paid by Tenant to Landlord
during the remainder of the term of this lease until the date of
expiration of the term, diminished by any net sums thereafter received
by Landlord through reletting the demised premises during said period
(after deducting expenses incurred by Landlord as provided in Paragraph
F of this Section XVI of this lease). In no event shall Tenant be
entitled to any excess of any rent obtained by reletting over and above
the rent payable hereunder by Tenant. Actions to collect amounts due
by Tenant as provided in this paragraph may be brought from time to
time, on one or more occasions, without the necessity of Landlord
waiting until expiration of the lease term.
F. In case of any event of default, Tenant shall also be liable for and
shall pay to Landlord in addition to any sums provided to be paid
above, broker's fees incurred by Landlord in connection with reletting
the whole or any part of the demised premises, the cost of removing and
storing Tenant's property, the cost of repairing, altering, remodeling
or otherwise putting the demised premises into condition acceptable to
a new tenant, and all reasonable expenses incurred by Landlord in
enforcing Landlord's remedies, including reasonable attorney's fees.
G. Landlord shall have and is hereby given and granted a lien upon all
fixtures, furniture, furnishings, equipment, supplies, and all other
personal property which are, or at any time during the term or any
renewal of the term of this lease shall be, in or upon the demised
premises, to secure the payment of the rental or other liabilities of
<PAGE>
Tenant to Landlord accruing hereunder, which lien may be enforced in
the manner provided by law (including the Commercial Code) with respect
to other liens upon personal property. Tenant hereby gives and grants
unto Landlord a security interest in and to all such fixtures,
furniture, furnishings, equipment, supplies, and other personal
property to secure said lien and all such indebtedness of Tenant to
Landlord and Tenant hereby gives and grants to Landlord authority to
execute, on behalf of Tenant, and to record, financing statements
evidencing said lien and the fact that said lien is secured.
H. All rights and remedies herein enumerated shall be cumulative and the
enumeration of specific rights or remedies shall not preclude the
exercise or prosecution of any other right or remedy afforded by law,
and such rights and remedies may be exercised and enforced concurrently
and whenever and as often as occasion therefor arises.
XVII.
NOTICES
Any notice required or permitted pursuant to the terms and provisions of
this lease shall be deemed fully given or served if transmitted personally or
by certified or registered mail with return receipt requested, addressed to
Landlord at P. O. Box 2711, Evansville, Indiana 47728-0711 and to Tenant at the
address of the demised premises. Landlord or Tenant may be like written notice
at any time and from time to time designate a different address to which notices
shall subsequently be transmitted to them.
XVIII.
MISCELLANEOUS PROVISIONS
A. If the demised premises are not surrendered at the expiration of the
term of this lease, or sooner termination thereof, Tenant shall
indemnify Landlord against loss or liability resulting from delay by
Tenant in so surrendering the premises, including without limitation,
any claims made by any succeeding tenants founded upon such delay, and
if such continuing possession is without the consent of Landlord,
Tenant shall be deemed trespassers and liable to Landlord for any and
all other damages occasioned by reason of such trespass. If, however,
Tenant continues in possession of the demised premises after the
expiration of the term of this lease with the consent or acquiescence
of Landlord, but without executing a new lease, Tenant shall be deemed
to be occupying said premises as tenants from month-to-month subject to
<PAGE>
all conditions, provisions, terms and obligations of this lease insofar
as the same are applicable to a month-to-month tenancy. Such month-to-
month tenancy may be terminated by Landlord by notice given pursuant to
the provisions of Section XVII of this lease.
B. All provisions hereof requiring procurement by Tenant of a consent or
approval by Landlord with respect to specific action shall be construed
as referring to written consents or approvals. The consent or approval
by Landlord to or of any act by Tenant requiring Landlord's consent or
approval shall not be deemed to waive or render unnecessary Landlord's
consent or approval to or of any subsequent similar act of Tenant.
C. Landlord shall have the right at any time to sell, transfer, or convey
the demised premises to any person, firm or corporation. Upon the
making of any such sale, transfer or conveyance, Landlord shall cease
to be liable under any covenant, condition, or obligation imposed upon
it by this lease or any of the terms and provisions hereof, all of
which shall run with the land and be binding upon the subsequent owner
or owners, thereof; provided, however, that any such sale, transfer or
conveyance shall be made subject to this lease.
D. Tenant agrees that upon request it will cooperate with Landlord in any
effort of Landlord to secure financing, and, to that end, they will
negotiate in good faith with Landlord with respect to any changes or
modifications in this lease which may be requested by any lending
institution to whom Landlord has made application for funds; provided,
however, Tenant will not be required to negotiate a change in the
rental payable by Tenant under this lease. Within five (5) days after
request therefor by Landlord, Tenant agrees to deliver in recordable
form a certificate to any proposed mortgagee or purchaser of the
demised premises certifying the date of commencement of the term of
this lease and (if such be the case) that this lease is in full
force and effect and that there are no defenses or offsets thereto.
IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands and
seals this 11th day of NOVEMBER, 1995.
------ ---------
/s/ Bernard F. Flittner
-----------------------
Bernard F. Flittner
"LANDLORD"
<PAGE>
AIMEX CAMERA INC.
By /s/ Aaron Tsai
-------------------
Its CEO & President
-------------------
"TENANT"
STATE OF INDIANA )
) SS:
COUNTY OF VANDERBURGH )
Before me, the undersigned, a Notary Public, within and for said County
and State personally appeared the above named Bernard F. Flittner and
acknowledged the execution of the foregoing Lease Agreement.
WITNESS my hand and Notarial Seal this 11th day of NOVEMBER, 1995.
----- ---------
/s/ Leslie C. Shively
_________________________________________
Notary Public
LESLIE C. SHIVELY
_________________________________________
(Printed)
My County of Residence
is Vanderburgh County
State of Indiana and
My Commission Expires:
APRIL 2, 1997
_______________________
STATE OF INDIANA )
) SS:
COUNTY OF VANDERBURGH )
Before me, the undersigned, a Notary Public, within and for said County
and State, came AIMEX CAMERA INC., an Indiana corporation by Aaron Tsai, its
____PRESIDENT_______________, who as such officer for and on behalf of said
corporation acknowledged the execution of the foregoing Lease Agreement.
WITNESS my hand and Notarial Seal this 11th day of NOVEMBER, 1995.
----- ---------
/s/ Leslie C. Shively
________________________________________
Notary Public
LESLIE C. SHIVELY
________________________________________
(Printed)
My County of Residence
is Vanderburgh County
State of Indiana and
My Commission Expires:
APRIL 2, 1997
______________________
Exhibit (99)
<PAGE>
