UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-SB/A
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)
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TABLE OF CONTENTS
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PART I
ITEM 1. DESCRIPTION OF BUSINESS . . . . . . . . . . . . . 3
ITEM 2. PLAN OF OPERATION. . . . . . . . . . . . . . . . . 8
ITEM 3. DESCRIPTION OF PROPERTY. . . . . . . . . . . . . . 15
ITEM 4. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . 16
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS. . . . . . . . . . . . . . . . 17
ITEM 6. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . 21
ITEM 7. CERTAIN RELATIONSHIP AND
RELATED TRANSACTIONS . . . . . . . . . . . . . . . 22
ITEM 8. DESCRIPTION OF SECURITIES. . . . . . . . . . . . . 22
PART II
ITEM 1. MARKET FOR COMMON EQUITY ADN RELATED STOCKHOLDER
MATTERS . . . . . . . . . . . . . .. . . . . . . . 23
ITEM 2. LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . 25
ITEM 3. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . 25
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES. . . . . . 25
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS. . . . . 26
PART F/S
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS. . . . . . . . . 27
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
MAS Acquisition I Corp. (the "Company"), was incorporated on
July 31, 1996 in the State of Delaware, to engage in any lawful
corporate undertaking, including, but not limited to, selected
mergers and acquisitions. 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.
The Company has been in the developmental stage since inception
and has no operations to date. Other than issuing shares to its
original shareholder, the Company never commenced any operational
activities. As such, the Company can be defined as a "shell" company,
whose sole purpose at this time is to locate and consummate a merger
or acquisition with a private entity. The Board of Directors of the
Company has elected to commence implementation of the Company's
principal business purpose, described below under "ITEM 2 - PLAN OF
OPERATION".
The Company is filing this registration statement on a
voluntary basis because the primary attraction of the Company as a
merger partner or acquisition vehicle will be its status as a
public company. Any business combination or transaction may
potentially result in a significant issuance of shares and substantial
dilution to present stockholders of the Company.
The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions.
Management does not intend to undertake any offering of the Company's
securities, either debt or equity, until such time as the Company has
successfully implemented its business plan described herein. Relevant
thereto, MAS Financial Corp., the sole shareholder of the Company,
which is owned and controlled by Aaron Tsai, President of the Company,
has expressed its intention that it has no plan to sell its respective
shares of the Company's common stock until such time as the Company has
successfully consummated a merger or acquisition and the Company is no
longer classified as a "blank check" company and it has agreed to sell
its shares only if the shares are subsequently registered or if an
exemption from registration is available.
Multi Access Systems, Inc. was incorporated on April 27, 1993 under
the laws of the State of Kentucky as a computer multimedia company. Multi
Access Systems, Inc. suspended its marketing and distribution operations
and became inactive due to lack of capital. Aaron Tsai, President of the
Company owns and controls Multi Access Systems, Inc. On September 11, 1996,
Multi Access Systems, Inc. gifted 23,600 shares of its common stock
to 236 new shareholders, who are European individuals, in reliance on
Regulation S. These 236 individuals became registered shareholder of
Multi Access Systems, Inc. Multi Access Systems, Inc. held these shares
in escrow and plans to release these shares from escrow by sending these
shareholders stock certificates at the expiration of the restricted period.
However, in the letter mailed to the giftees in September 11, 1996, the
information was materially deficient and these persons have not been
sufficiently informed of the restrictions placed on them as shareholders.
If any of these shareholders sold or transferred any shares of stock to
any U.S. person prior to the expiration of the restricted period, Multi
Access Systems, Inc. may be in violation the Securities Act. Multi Access
Systems, Inc. has sent a letter on March 18, 1997 to inform its
shareholders of the restrictions on the transfer of the shares, the shares
have been locked-up in escrow until the expiration of the restricted period
and Multi Access Systems, Inc. will not register any transfer of shares or
issue stock certificates until the expiration of the restricted period,
which is on September 12, 1997.
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RISK FACTORS
NO OPEATING HISTORY, REVENUE AND ASSETS. The Company has had
no operating history nor any revenues or earnings from operations.
The Company has little or no tangible assets or financial resources.
The Company will, in all likelihood, continue to sustain operating
expenses without corresponding revenues, at least until the
consummation of a business combination. This may result in the Company
incurring a net operating loss which will increase continuously until
the Company can consummate a business combination with a profitable
business opportunity. There is no assurance that the Company can
identify such a business opportunity and consummate such a business
combination.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The
success of the Company's proposed plan of operation will depend to
a great extent on the operations, financial condition and
management of the identified business opportunity. While
management intends to seek business combination(s) with entities
having established operating histories, there can be no assurance
that the Company will be successful in locating candidates meeting
such criteria. In the event the Company completes a business
combination, of which there can be no assurance, the success of the
Company's operations may be dependent upon management of the
successor firm or venture partner firm and numerous other factors
beyond the Company's control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS. The Company is and will continue to be an
insignificant participant in the business of seeking mergers with,
joint ventures with and acquisitions of small private and public
entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers
and acquisitions of companies which may be desirable target
candidates for the Company. Nearly all such entities have
significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently, the
Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a
business combination. Moreover, the Company will also compete in
seeking merger or acquisition candidates with numerous other small
public companies.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION -
NO STANDARDS FOR BUSINESS COMBINATION. The Company has no arrangement,
agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public
entity. There can be no assurance the Company will be successful
in identifying and evaluating suitable business opportunities or in
concluding a business combination. Management has not identified
any particular industry or specific business within an industry for
evaluation by the Company. There is no assurance the Company will
be able to negotiate a business combination on terms favorable to
the Company. The Company has not established a specific length of
operating history or a specified level of earnings, assets, net
worth or other criteria which it will require a target business
opportunity to have achieved, and without which the Company would
not consider a business combination in any form with such business
opportunity. Accordingly, the Company may enter into a business
combination with a business opportunity having no significant
operating history, losses, limited or no potential for earnings,
limited assets, negative net worth or other negative
characteristics.
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CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY.
While seeking a business combination, Aaron Tsai, President of the
Company anticipates devoting up to ten hours per month to the business
of the Company. Aaron Tsai will be the only person responsible in
conducting the day to day operations of the company including searches,
evaluations, and negotiations with potential merger or acquisition
candidates. Other officers and directors of the company anticipates
devoting up to two hours per quarter to the strategic planning of the
Company. None of the Company's officers has entered into a written
employment agreement with the Company and none is expected to do so
in the foreseeable future. The Company has not obtained key man
life insurance on any of its officers or directors. Notwithstanding
the combined limited experience and time commitment of management,
loss of the services of any of these individuals would adversely
affect development of the Company's business and its likelihood of
continuing operations. See "ITEM 5 - DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS."
CONFLICTS OF INTEREST - GENERAL. Officers and directors of
the Company may in the future participate in business ventures
which could be deemed to compete directly with the Company. Officers
and directors of the Company have served as officers and directors of
a number of other blank check companies. Additional conflicts of
interest and non-arms length transactions may also arise in the future
in the event the Company's officers or directors are involved in the
management of any firm with which the Company transacts business.
Management has adopted a policy that the Company will not seek a
merger with, or acquisition of, any entity in which management
serve as officers, directors or partners, or in which they or their
family members own or hold any ownership interest.
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LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The
Company has neither conducted, nor have others made available to
it, results of market research indicating that market demand exists
for the transactions contemplated by the Company. Moreover, the
Company does not have, and does not plan to establish, a marketing
organization. Even in the event demand is identified for a merger
or acquisition contemplated by the Company, there is no assurance
the Company will be successful in completing any such business
combination.
LACK OF DIVERSIFICATION. The Company's proposed operations,
even if successful, will in all likelihood result in the Company
engaging in a business combination with a business opportunity.
Consequently, the Company's activities may be limited to those
engaged in by business opportunities which the Company merges with
or acquires. The Company's inability to diversify its activities
into a number of areas may subject the Company to economic
fluctuations within a particular business or industry and therefore
increase the risks associated with the Company's operations.
REGULATION. Although the Company will be subject to
regulation under the Securities Exchange Act of 1934, management
believes the Company will not be subject to regulation under the
Investment Company Act of 1940, insofar as the Company will not be
engaged in the business of investing or trading in securities. In
the event the Company engages in business combinations which result
in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the
Investment Company Act of 1940. In such event, the Company would
be required to register as an investment company and could be
expected to incur significant registration and compliance costs.
The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company
under the Investment Company Act of 1940 and, consequently, any
violation of such Act would subject the Company to material adverse
consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business
combination involving the issuance of the Company's Common Shares
will, in all likelihood, result in shareholders of a private
company obtaining a controlling interest in the Company. Any such
business combination may require management of the Company to sell
or transfer all or a portion of the Company's Common Shares held by
them, or resign as members of the Board of Directors of the
Company. The resulting change in control of the Company could
result in the removal of some or all present officers and directors
of the Company and a corresponding reduction in or elimination of
their participation in the future affairs of the Company.
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POTENTIAL REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING
BUSINESS COMBINATION. The Company's primary plan of operation is
based upon a business combination with a private concern which,
depanding on the terms of merger or acquisition, may result in the
Company issuing securities to shareholders of any such private company.
The issuance of previously authorized and unissued Common Shares of the
Company would result in reduction in percentage of shares owned by
present and prospective shareholders of the Company and may result in a
change in control or management of the Company.
DISADVANTAGES OF BLANK CHECK OFFERING. The Company may enter
into a business combination with an entity that desires to
establish a public trading market for its shares. A business
opportunity may attempt to avoid what it deems to be adverse
consequences of undertaking its own public offering by seeking a
business combination with the Company. Such consequences may
include, but are not limited to, time delays of the registration
process, significant expenses to be incurred in such an offering,
loss of voting control to public shareholders and the inability or
unwillingness to comply with various federal and state laws enacted
for the protection of investors.
TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination the
Company may undertake. Currently, such transactions may be
structured so as to result in tax-free treatment to both companies,
pursuant to various federal and state tax provisions. The Company
intends to structure any business combination so as to minimize the
federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such
business combination will meet the statutory requirements of a tax-
free reorganization or that the parties will obtain the intended
tax-free treatment upon a transfer of stock or assets. A non-
qualifying reorganization could result in the imposition of both
federal and state taxes which may have an adverse effect on both
parties to the transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY
BUSINESS OPPORTUNITIES. Section 13 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), require companies subject
thereto to provide certain information about significant acquisitions,
including certified financial statements for the company acquired,
covering one, two or three years, depending on the relative size
of the acquisition. The time and additional costs that may be
incurred by some target entities to prepare such statements may
preclude consummation of an otherwise desirable acquisition by
the Company. Acquisition prospects that do not have or are unable
to obtain the required audited financial statements may not be
appropriate for acquisition so long as the reporting requirements
of the 1934 Act are applicable.
<PAGE>
ITEM 2. PLAN OF OPERATION
The Company intends to seek to acquire assets or shares of an
entity actively engaged in business which generates revenues, in
exchange for its securities. The Company has no particular
acquisitions in mind and has not entered into any negotiations
regarding such an acquisition. None of the Company's officers,
directors, promoters or affiliates have engaged in 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 as of the date of this registration
statement.
EMPLOYEES
The Company has no full time or part time employees. The
Company's officers and directors have agreed to allocate a portion
of their time to the activities of the Company, without compensation.
These officers anticipate that the business plan of the Company can
be implemented through the efforts of Aaron Tsai, President of the
Company, devoting up to 10 hours per month to the business affairs of
the Company, while other officers devoting up to 2 hours per quarter
to the strategic planning and, consequently, conflicts of interest
may arise with respect to the limited time commitment by such
officers. See "ITEM 5 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS."
All of the Company's officers and directors was formerly
involved with other "blank check" companies. The Company's officers
and directors may, in the future, become involved with other
companies who have a business purpose similar to that of the Company.
As a result, additional potential conflicts of interest may arise in
the future. If such a conflict does arise and an officer or director
of the Company is presented with business opportunities under
circumstances where there may be a doubt as to whether the
opportunity should belong to the Company or another "blank check"
company they are affiliated with, they will disclose the
opportunity to all such companies. If a situation arises in which
more than one company desires to merge with or acquire that target
company and the principals of the proposed target company has no
preference as to which company will merger or acquire such target
company, the company which first filed a registration statement
with the Securities and Exchange Commission will be entitled to
proceed with the proposed transaction. See "ITEM 5 - DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS."
INDEMNIFICATION
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 officers and directors for
monetary damages for breach or alleged breach of their fiduciary
duties as directors, subject to certain exceptions. Therefore,
assets of the Company could be used or attached to satisfy any
liabilities subject to such indemnification. See "ITEM 5 -
INDEMNIFICATION OF DIRECTORS AND OFFICERS."
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GENERAL BUSINESS PLAN
The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business
opportunities presented to it by persons or firms who or which
desire to seek the perceived advantages of an Exchange Act
registered corporation. The Company will not restrict its search
to any specific business, industry, or geographical location and
the Company may participate in a business venture of virtually any
kind or nature. This discussion of the proposed business is
purposefully general and is not meant to be restrictive of the
Company's virtually unlimited discretion to search for and enter
into potential business opportunities. Management anticipates that
it may be able to participate in only one potential business
venture because the Company has nominal assets and limited
financial resources. See PART F/S, "FINANCIAL STATEMENTS AND
EXHIBITS." This lack of diversification should be considered a
substantial risk to shareholders of the Company because it will not
permit the Company to offset potential losses from one venture
against gains from another.
The Company may seek a business opportunity with entities
which have recently commenced operations, or which wish to utilize
the public marketplace in order to raise additional capital in
order to expand into new products or markets, to develop a new
product or service, or for other corporate purposes. The Company
may acquire assets and establish wholly-owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
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 anticipates that the selection of a business
opportunity in which to participate will be complex and extremely
risky. Due to general economic conditions, rapid technological
advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking
the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms
on which additional equity financing may be sought, providing
liquidity for incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of
applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities may occur in many
different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis
of such business opportunities extremely difficult and complex.
<PAGE>
The Company has, and will continue to have, no capital with
which to provide the owners of business opportunities with any
significant cash or other assets. However, management believes the
Company will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a
publicly registered company without incurring the cost and time
required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and
accounting costs in connection with acquisition of a business
opportunity, including the costs of preparing Form 8-K's, 10-K's or
10-KSB's, agreements and related reports and documents. The
Securities Exchange Act of 1934 (the "34 Act"), specifically
requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited
financial statements to be included within the numerous filings
relevant to complying with the 34 Act. Nevertheless, the officers
and directors of the Company have not conducted market research and
are not aware of statistical data which would support the perceived
benefits of a merger or acquisition transaction for the owners of
a business opportunity.
The analysis of new business opportunities will be undertaken
by, or under the supervision of, the officers and directors of the
Company, none of whom is a professional business analyst. Aaron Tsai,
President of the Company will be the key person in the search,
review and negotiation with potential acquisition or merger candidates.
Management intends to concentrate on identifying preliminary
prospective business opportunities which may be brought to its
attention through present associations of the Company's officers
and directors, or by the Company's shareholder. In analyzing
prospective business opportunities, management will consider such
matters as the available technical, financial and managerial
resources; working capital and other financial requirements;
history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of
management services which may be available and the depth of that
management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the
Company; the potential for growth or expansion; the potential for
profit; the perceived public recognition of acceptance of products,
services, or trades; name identification; and other relevant
factors. Officers and directors of the Company do not expect to
meet personally with management and key personnel of the business
opportunity as part of their investigation due to lack of capital.
To the extent possible, the Company intends to utilize written
reports and investigation to evaluate the above factors. The Company
will not acquire or merge with any company for which audited
financial statements cannot be obtained within a reasonable period
of time after closing of the proposed transaction.
<PAGE>
The Officers of the Company have little experience in managing
companies similar to the Company and shall rely upon their own efforts
and, to a much lesser extent, the efforts of the Company's shareholder,
in accomplishing the business purposes of the Company. It is not
anticipated that any outside consultants or advisors will be utilized by
the Company to effectuate its business purposes described herein. However,
if the Company does retain such an outside consultant or advisor, any cash
fee earned by such party will need to be paid by the prospective merger/
acquisition candidate, as the Company has no cash assets with which
to pay such obligation. There have been no contracts or agreements
with any outside consultants and none are anticipated in the
future.
The Company will not restrict its search for any specific kind
of firms, but may acquire a venture which is in its preliminary or
development stage, which is already in operation, or in essentially
any stage of its corporate life. It is impossible to predict at
this time the status of any business in which the Company may
become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer. However,
the Company does not intend to obtain funds in one or more private
placements to finance the operation of any acquired business
opportunity until such time as the Company has successfully
consummated such a merger or acquisition.
It is anticipated that the Company will incur nominal expenses
in the implementation of its business plan described herein.
Because the Company has no capital with which to pay these
anticipated expenses, present management of the Company will pay
these charges with their personal funds, as interest free loans to
the Company. However, the only opportunity which management has to
have these loans repaid will be from a prospective merger or
acquisition candidate. Management has agreed among themselves that
the repayment of any loans made on behalf of the Company will not
impede, or be made conditional in any manner, to consummation of a
proposed transaction.
ACQUISITION OF OPPORTUNITIES
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and
shareholders of the Company will no longer be in control of the
Company. In addition, the Company's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by new
directors without a vote of the Company's shareholders or may sell
their stock in the Company. Any terms of sale of the shares
presently held by officers and/or directors of the Company will be
also afforded to all other shareholders of the Company on similar
terms and conditions. Any and all such sales will only be made in
compliance with the securities laws of the United States and any
applicable state.
<PAGE>
It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from
registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, of
which there can be no assurance, it will be undertaken by the
surviving entity after the Company has successfully consummated a
merger or acquisition and the Company is no longer considered a
"shell" company. Until such time as this occurs, the Company will
not attempt to register any additional securities. The issuance of
substantial additional securities and their potential sale into any
trading market which may develop in the Company's securities may
have a depressive effect on the value of the Company's securities
in the future, if such a market develops, of which there is no
assurance.
While the actual terms of a transaction to which the Company
may be a party cannot be predicted, it may be expected that the
parties to the business transaction will find it desirable to avoid
the creation of a taxable event and thereby structure the
acquisition in a so-called "tax-free" reorganization under Sections
368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In
order to obtain tax-free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80% or
more of the voting stock of the surviving entity. In such event,
the shareholders of the Company, would retain less than 20% of the
issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors
of the Company may personally meet with management and key personnel,
may visit and inspect material facilities, obtain analysis of
verification of certain information provided, check references of
management and key personnel, and take other reasonable investigative
measures, to the extent of the Company's limited financial resources
and management expertise. The manner in which the Company participates
in an opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties, the
management of the opportunity and the relative negotiation strength of
the Company and such other management.
With respect to any merger or acquisition, negotiations with
target company management is expected to focus on the percentage of
the Company which the target company shareholders would acquire in
exchange for all of their shareholdings in the target company.
Depending upon, among other things, the target company's assets and
liabilities, the Company's shareholders will in all likelihood hold
a substantially lesser percentage ownership interest in the Company
following any merger or acquisition. The percentage ownership may
be subject to significant reduction in the event the Company
acquires a target company with substantial assets. Any merger or
acquisition effected by the Company can be expected to have a
significant dilutive effect on the percentage of shares held by the
Company's then shareholders.
<PAGE>
The Company will participate in a business opportunity only
after the negotiation and execution of appropriate written
agreements. Although the terms of such agreements cannot be
predicted, generally such agreements will require some specific
representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing
and the conditions which must be satisfied by each of the parties
prior to and after such closing, will outline the manner of bearing
costs, including costs associated with the Company's attorneys and
accountants, will set forth remedies on default and will include
miscellaneous other terms.
As stated hereinabove, the Company will not acquire or merge
with any entity which cannot provide independent audited financial
statements within a reasonable period of time after closing of the
proposed transaction. The Company is subject to all of the
reporting requirements included in the 1934 Act. Included in these
requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to
be filed with the Securities and Exchange Commission upon
consummation of a merger or acquisition, as well as the Company's
audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable). If such audited financial
statements are not available at closing, or within time parameters
necessary to insure the Company's compliance with the requirements
of the 1934 Act, or if the audited financial statements provided do
not conform to the representations made by the candidate to be
acquired in the closing documents, the closing documents will
provide that the proposed transaction will be voidable, at the
discretion of the present management of the Company. If such
transaction is voided, the agreement will also contain a provision
providing for the acquisition entity to reimburse the Company for
all costs associated with the proposed transaction.
The Company does not intend 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.
<PAGE>
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.
COMPETITION
The Company will remain an insignificant participant among the
firms which engage in the acquisition of business opportunities.
There are many established venture capital and financial concerns
which have significantly greater financial and personnel resources
and technical expertise than the Company. In view of the Company's
combined extremely limited financial resources and limited
management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Company's
competitors.
<PAGE>
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 of the
Company, and are shared with Aimex Camera Inc., Aimex Camera Corp.,
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. Aimex Camera Inc.'s lease
expires on November 30, 1997. The Company has an understanding with
Aimex Camera Inc. that the Company can use its current and future
office space without any cost until the Company acquire or merger
with another company. Management believes that new office space can
be located in the event that Aimex Camera Inc. no longer occupys its
current office space and did not obtain any new office space.
<PAGE>
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
PRINCIPLE STOCKHOLDERS
The following table sets forth certain information as of March
31, 1997 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.
<PAGE>
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 29 Chairman of the Board, President, Chief
Executive Officer, and Treasurer
John Tsai 28 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 Aimex
Camera Corp., a photographic company, since December 1996. Mr. Tsai is
the President and a Director of MAS Financial Corp., an investment
banking firm, since August 1995. Mr. Tsai was an officer and director of
various inactive companies some of which are seeking merger or acquisition
opportunities and restaurants owned and operated by Mr. Chia-Lun Tsai.
John Tsai has been Vice President and a Director of the Company
since inception. Mr. Tsai is 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 Aimex Camera Corp. since December 1996. Mr. Tsai
is a Director of MAS Financial Corp. since August 1995. Mr. Tsai was 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, MAS Financial Corp. since August
1995 and Aimex Camera Corp. since December 1996. Mr. Tsai is owner and
manager of Hunan Restaurant of Indiana, Inc. and Hunan Restaurant of Boonville,
Inc. Mr. Tsai was an owner and manager of Hunan Restaurant from 1986 until
1993. Mr. Tsai was an officer and director of various inactive companies
some of which are seeking merger or acquisition opportunities.
<PAGE>
The inactive companies that all of the Company's Officer and Director
have served 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. These inactive companies are "shell companies" or blank check
companies and are not reporting companies at this time.
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.
CONFLICTS OF INTEREST
Members of the Company's management are associated with other
firms involved in a range of business activities. Consequently,there
are potential inherent conflicts of interest in their acting
as officers and directors of the Company. Insofar as the officers
and directors are engaged in other business activities, management
anticipates it will devote only a minor amount of time to the
Company's affairs.
The officers and directors of the Company have been and may in
the future become shareholders, officers or directors of other
companies which may be formed for the purpose of engaging in
business activities similar to those conducted by the Company.
Accordingly, additional direct conflicts of interest may arise in
the future with respect to such individuals acting on behalf of the
Company or other entities. Moreover, additional conflicts of
interest may arise with respect to opportunities which come to the
attention of such individuals in the performance of their duties or
otherwise. The Company does not currently have a right of first
refusal pertaining to opportunities that come to management's
attention insofar as such opportunities may relate to the Company's
proposed business operations.
<PAGE>
The officers and directors are, so long as they are officers
or directors of the Company, subject to the restriction that all
opportunities contemplated by the Company's plan of operation which
come to their attention, either in the performance of their duties
or in any other manner, will be considered opportunities of, and be
made available to the Company and the companies that they are
affiliated with on an equal basis. A breach of this requirement
will be a breach of the fiduciary duties of the officer or
director. If the Company or the companies in which the officers
and directors are affiliated with both desire to take advantage of
an opportunity, then said officers and directors would abstain from
negotiating and voting upon the opportunity. However, all
directors may still individually take advantage of opportunities if
the Company should decline to do so. Except as set forth above,
the Company has not adopted any other conflict of interest policy
with respect to such transactions.
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
will use his best efforts to resolve equitably any conflicts that might
result during negotiations for an acquisition or merger.
There are no agreements or understandings for any officers and/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.
<PAGE>
INVESTMENT COMPANY ACT OF 1940
Although the Company will be subject to regulation under the
Securities Act of 1933 and the Securities Exchange Act of 1934,
management believes the Company will not be subject to regulation
under the Investment Company Act of 1940 insofar as the Company
will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business
combinations which result in the Company holding passive investment
interests in a number of entities, the Company could be subject to
regulation under the Investment Company Act of 1940. In such
event, the Company would be required to register as an investment
company and could be expected to incur significant registration and
compliance costs. The Company has obtained no formal determination
from the Securities and Exchange Commission as to the status of the
Company under the Investment Company Act of 1940 and, consequently,
any violation of such Act would subject the Company to material
adverse consequences. The Company's Board of Directors unanimously
approved a resolution stating that it is the Company's desire to be
exempt from the Investment Company Act of 1940 via Regulation 3a-2
thereto.
INVESTMENT ADVISOR ACT OF 1940
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, 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.
<PAGE>
ITEM 6. EXECUTIVE CPMPENSATION.
None of the Company's officers and/or directors receive any
compensation for their respective services rendered unto the
Company, nor have they received such compensation in the past.
They all have agreed to act without compensation until authorized
by the Board of Directors, which is not expected to occur until the
Company has generated revenues from operations after consummation
of a merger or acquisition. As of the date of this registration
statement, the Company has no funds available to pay directors.
Further, none of the directors are accruing any compensation
pursuant to any agreement with the Company.
It is possible that, after the Company successfully
consummates a merger or acquisition with an unaffiliated entity,
that entity may desire to employ or retain one or a number of
members of the Company's management for the purposes of providing
services to the surviving entity, or otherwise provide other
compensation to such persons. However, the Company has adopted a
policy whereby the offer of any post-transaction remuneration to
members of management will not be a consideration in the Company's
decision to undertake any proposed transaction. Each member of
management has agreed to disclose to the Company's Board of
Directors any discussions concerning possible compensation to be
paid to them by any entity which proposes to undertake a
transaction with the Company and further, to abstain from voting on
such transaction. Therefore, as a practical matter, if each member
of the Company's Board of Directors is offered compensation in any
form from any prospective merger or acquisition candidate, the
proposed transaction will not be approved by the Company's Board of
Directors as a result of the inability of the Board to
affirmatively approve such a transaction.
It is possible that persons associated with management may
refer a prospective merger or acquisition candidate to the Company.
In the event the Company consummates a transaction with any entity
referred by associates of management, it is possible that such an
associate will be compensated for their referral in the form of a
finder's fee. It is anticipated that this fee will be either in
the form of restricted common stock issued by the Company as part
of the terms of the proposed transaction, or will be in the form of
cash consideration. However, if such compensation is in the form
of cash, such payment will be tendered by the acquisition or merger
candidate, because the Company has insufficient cash available.
The amount of such finder's fee cannot be determined as of the date
of this registration statement, but is expected to be comparable to
consideration normally paid in like transactions. No member of
management of the Company will receive any finders fee, either
directly or indirectly, as a result of their respective efforts to
implement the Company's business plan outlined herein.
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
other 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).
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
<PAGE>
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-B.
ITEM 8. 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 March 31, 1997,
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.
Upon liquidation of the Company, each shareholder is entitled
to receive a proportionate share of the Company's assets available
for distribution to shareholders after the payment of liabilities
and after distribution in full of preferential amounts, if any.
All shares of the Company's Common Stock issued and outstanding are
fully-paid and nonassessable. Holders of the Common Stock are
entitled to share pro rata in dividends and distributions with
respect to the Common Stock, as may be declared by the Board of
Directors out of funds legally available therefor.
The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions.
Management does not intend to undertake any offering of the Company's
securities, either debt or equity, until such time as the Company has
successfully implemented its business plan described herein. Relevant
thereto, MAS Financial Corp., the sole shareholder of the Company,
which is owned and controlled by Aaron Tsai, President of the Company
has agreed that it shall not sell its respective shares of the
Company's common stock until such time as the Company has successfully
consummated a merger or acquisition and the Company is no longer
classified as a "blank check" company.
<PAGE>
PART II
ITEM 1. 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. There is no assurance that
a trading market will ever develop or, if such a market does develop,
that it will continue.
As of March 31, 1997 the number of holders of the Company's Common
Stock was 1.
DIVIDEND POLICY
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.
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 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.
Effective August 11, 1993, the Securities and Exchange
Commission adopted Rule 15g-9, which established the definition of
a "penny stock," for purposes relevant to the Company, as any
equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share,
subject to certain exceptions. For any transaction involving a
penny stock, unless exempt, the rules require: (i) that a broker or
dealer approve a person's account for transactions in penny stocks;
and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve
a person's account for transactions in penny stocks, the broker or
dealer must (i) obtain financial information and investment
experience and objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are suitable
for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks. The broker or dealer must
also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the Commission relating to the
penny stock market, which, in highlight form, (i) sets forth the
basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a
signed, written agreement from the investor prior to the
transaction. Disclosure also has to be made about the risks of
investing in penny stock in both public offering and in secondary
trading, and about commissions payable to both the broker-dealer
and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in
cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for
the penny stock held in the account and information on the limited
market in penny stocks.
<PAGE>
The National Association of Securities Dealers, Inc. (the
"NASD"), which administers NASDAQ, has recently made changes in the
criteria for continued NASDAQ eligibility. In order to continue to
be included on NASDAQ, a company must maintain $2,000,000 in total
assets, a $200,000 market value of its publicly-traded securities
and $1,000,000 in total capital and surplus. In addition,
continued inclusion requires two market-makers and a minimum bid
price of $1.00 per share, provided, however, that if a company
falls below such minimum bid price it will remain eligible for
continued inclusion on NASDAQ if the market value of its publicly-
traded securities is at least $1,000,000 and the Company has
$2,000,000 in capital and surplus.
Management intends to strongly consider undertaking a
transaction with any merger or acquisition candidate which will
allow the Company's securities to be traded without the aforesaid
limitations. However, there can be no assurances that, upon a
successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange,
or be able to maintain the maintenance criteria necessary to insure
continued listing. The failure of the Company to qualify its
securities or to meet the relevant maintenance criteria after such
qualification in the future may result in the discontinuance of the
inclusion of the Company's securities on a national exchange. In
such events, trading, if any, in the Company's securities may then
continue in the over-the-counter market. As a result, a
shareholder may find it more difficult to dispose of, or to obtain
accurate quotations as to the market value of, the Company's
securities.
<PAGE>
ITEM 2. LEGAL PROCEEDINGS.
The Company is not a party to any legal proceedings.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
The Company has not changed accountants since its formation
and there are no disagreements with the findings of said
accountants.
ITEM 4. 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. All of these shares
are "restricted" shares as defined in Rule 144 under the Securities
Act of 1933, as amended (the "Act"). These shares may not be offered
for public sale except under Rule 144, or otherwise, pursuant to the
Act.
As of the date of this report, none of the issued and
outstanding shares of the Company's Common Stock are eligible for
sale under Rule 144 promulgated under the Securities Act of 1933,
as amended, subject to certain limitations included in said Rule.
In general, under Rule 144, a person (or persons whose shares
are aggregated) who has satisfied a two year holding period, under
certain circumstances, may sell within any three-month period a
number of shares which does not exceed the greater of one percent
of the then outstanding Common Stock or the average weekly trading
volume during the four calendar weeks prior to such sale. Rule 144
also permits, under certain circumstances, the sale of shares
without any quantity limitation by a person who has satisfied a
three-year holding period and who is not, and has not been for the
preceding three months, an affiliate of the Company.
The Company has obligations to ensure that any state laws are not
violated through the sale and reslae of its securities. MAS Financial
Corp. has understood and agreed 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.
<PAGE>
ITEM 5. 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 officers and directors for monetary damages
for breach or alleged breach of their fiduciary duties as officers and/or
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.
<PAGE>
PART F/S
ITEM 1. 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>
Report of Management F-1
Balance Sheet at March 31, 1997 F-2
Statements of Operations for the
period ended March 31, 1997 F-3
Statements of Cash Flows for the
period ended March 31, 1997 F-4
Statements of Stockholders' Equity for
period ended March 31, 1997 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) Not Applicable
<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: April 23, 1997 By: /s/ Aaron Tsai
__________________________________
Aaron Tsai
President, Chief Executive Officer
Treasurer and Director
Date: April 23, 1997 By: /s/ Chia-Lun Tsai
__________________________________
Chia-Lun Tsai
Vice President and Director
<PAGE>
REPORTS OF MANAGEMENT
Shareholders and Board of Directors
MAS Acquisition I Corp.
We have compiled the accompanying balance sheet of MAS Acquisition I Corp.
as of March 31, 1997, and the related statements of operations,
stockholder's equity, and cash flows for the period from July 31, 1996
(date of inception) to March 31, 1997 in accordance with generally
accepted accounting principles ("GAAP").
Management
Evansville, Indiana
April 21, 1997
F-1
<PAGE>
MAS Acquisition I Corp.
(A Development Stage Company)
Balance Sheet
March 31, 1997
<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 March 31, 1997
<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 March 31, 1997
<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
March 31, 1997
<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
<PAGE>
the 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
______________________
<PAGE>
