SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of
The Securities and Exchange Act of 1934
FIRST FLORIDA COMMUNICATIONS, INC.
(Name of Small Business Issuer and Its Charter)
Florida 65-0662159
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
2161 East Commercial Boulevard, 2nd Floor, Ft. Lauderdale, FL 33308
(Address of Principal Executive Offices / Zip Code)
(954) 351-9070
(Issuer's Telephone Number)
Securities to be registered under Section 12(b) of the Act:
COMMON STOCK, PAR VALUE $.0001 OVER THE COUNTER BULLETIN BOARD
(Title of each Class to be so Registered) Name of Each Exchange on which
Each Class to be Registered
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FORWARD LOOKING STATEMENTS
First Florida Communications, Inc. cautions readers that certain
important factors may affect the Company's actual results and could cause such
results to differ materially from any forward-looking statements that may be
deemed to have been made in this Form 10-SB or that are otherwise made by or on
behalf of the Company. For this purpose, any statements contained in the Form
10-SB that are not statements of historical fact may be deemed to be
forward-looking statements. These statements include, without limitation,
statements relating to the Company's growth and business strategies, regulatory
matters affecting the Company, other plans and objectives of the Company,
management for future operations and activities, expansion and growth of
operations and other such matters. The words "believes," "expects," "intends,"
"strategy," "considers" or "anticipates" and similar expressions identify
forward-looking statements. The Company does not undertake to update, revise or
correct any of the forward-looking information.
PART I
Item 1. Description of the Business.
First Florida Communications, Inc. (the "Company" or "FFCI") operates a
multifaceted communications and marketing company which includes a wireless
cable television company, American Wireless; a specialized mobile radio, paging
and cellular company, Paradise Cellular and Paging; an advertising company,
Summit Advertising Group; an interconnect and Internet company, LANSource; a
media production company, MB Broadcasting; and a 24-hour shopping cable
television channel, The Catalog Channel. The Company generates its revenues
from: (1) subscribers on its wireless cable television system (averaging $30.00
per month per subscriber - currently 1,948 subscribers); subscribers on its
specialized mobile radio system (averaging $18.00 per month per subscriber);
subscribers on the paging systems as a reseller (averaging $5.00 per month per
subscriber); (2) advertising clients buying radio and television time and media
productions; and (3) service revenue for computer networking and business
solutions.
Background:
The Company was founded in 1996 by Paul Richard Bell, Christina Bell
and Paul Richard Bell, Jr. and an experienced team of engineering, technical,
and marketing professionals to enter into the communications industry. The
Company had acquired the rights to a group of 220 MHZ Specialized Mobile Radio
licenses in 30 cities throughout the United States to provide two-way radio
communications. FFCI has expanded its operations to include wireless cable
television, paging and cellular retail stores, advertising, media production,
and business communications and Internet operation solutions. In 1999, the
Company plans on launching a 24-hour television shopping network "The Catalog
Channel."
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The communications industry is experiencing tremendous growth and
change. The wireless cable television industry is now able to provide high speed
Internet delivery to home and business over its MMDS licenses. The Company owns
MMDS licenses in St. George, Utah, and Cedar City, Utah, and owns 55% of the
MMDS license rights in Provo, Utah. The future will allow television, Internet
and even telephony on the Company's MMDS Systems.
The Company is well placed with its advertising and media production
companies to enter into the television shopping industry with its new division
"The Catalog Channel." The print-based catalog industry sells more than $100
billion worth of products each year to approximately 150 million consumers
worldwide. Last year, in the United States, approximately 15,000 catalog
merchants mailed more than 13.9 billion paper catalogs at a cost of 70 cents per
delivered catalog. Over the past 35 years remote shopping offered by merchants
has improved significantly, including the quality of the presentation, diversity
of product selection, improvements in fraud prevention, quick delivery of
product, personalization of product mix and customer service.
In the last 10 years television shopping networks have become very
important avenues for merchandise sales. In 1998, QVC had almost $2.4 billion in
sales revenue and The Home Shopping Network did $1 billion in sales. Both
networks were on cable television systems with approximately 70 million
households each.
FFCI's Catalog Channel will bring to the buying public a convergence of
the print catalog, the cable television home shopping experience, and Internet
e-commerce business. The Catalog Channel brings to consumers brand name catalogs
with the ability to run specials from the catalog and to drive people to the
Internet e-commerce site with more special prices built around brand name
catalog identities that consumers know and trust. By combining the catalog
industry's diverse product inventory, merchandising expertise, in-place
fulfillment organizations and trusted consumers' relationships with
Internet-based sales tools and developing brand identity, The Catalog Channel
will deliver the first complete catalog shopping experience - PRINT, TELEVISION,
and ON-LINE.
Although FFCI is developing the catalog media productions, the
necessary cable operators for the number of households, and alliances with the
Internet e-commerce providers, The Catalog Channel's success hinges on the three
interrelated nontechnical factors which include: (1) alliances with catalog
merchant partners who provide the content, (2) branding the first complete
convergence of the catalog shopping experience - print, television, and on-line,
and (3) a reputation for quality customer service and a safe, user-friendly
shopping environment. The Catalog Channel will be well-positioned for success in
the convergence of print, television, and on-line for the catalog business.
Divisions and Services:
The Company's services are varied and are carried out through the
diverse operating divisions within the Company. The divisions within the company
are:
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PARADISE CELLULAR AND PAGING: This is a retail entity consisting of
three retail stores that sell pagers, cellular phones, does repair work, and is
a reseller of paging and cellular air time. The company was acquired in 1998,
and is anticipated to open nine more locations in 1999. This division has six
full-time employees and is headed up by Richard Bell, Jr.
SMR DIVISION: Provides two-way radio sales, services, and air time to
commercial business. The division has the license rights to 50 220 MHZ 5-channel
locations throughout the United States. At the present time, due to lack of a
functioning portable radio for the commercial end user, only one 5-channel
system in Miami, Florida has subscribers on line. The company does installation
and repairs for the two-way radio business. It is anticipated that portable
radios will be available in 1999 and the Specialized Mobile Radio ("SMR")
Systems will become active sources of revenue for FFCI in the future. The
division has three full-time professional technical employees.
MB BROADCASTING: This media production and advertising company was
acquired in 1998. They produce infomercials and a television news show for
Southern Utah. The division has nine full-time employees who are media writers,
graphic design artists, computer specialists and two full-time sales
representatives. MB owns four television translators and brings two major
television signals (Fox and NBC) into their marketplace. MB will provide the
engineering, production and cable operator acquisition for The Catalog Channel.
SUMMIT ADVERTISING GROUP: This division is going through a transition
from a Direct Response Radio and Television lead generator for the financial
community to a media production and full service advertising company. Summit has
a database of financial lead inquiries of more than 50 thousand current names.
Summit will acquire the catalog merchants and do some production work for The
Catalog Channel. The company employs four full-time professionals including an
Emmy-winning producer/director. Summit was acquired by FFCI in March 1999.
LANSOURCE: This newly acquired company provides Internet and
interconnect networking solutions for the business client. They develop, design,
and implement commercial web pages, service and install business communications
equipment, and sell and service business communications equipment. There are
seven full-time computer-communication specialists.
THE CATALOG CHANNEL: This division will be a 24-hour television
shopping network featuring brand name catalogs combining the print catalog,
television, and the Internet e-commerce shopper. The Catalog Channel is
completing an agreement to lease a transponder on SatCom 3 which will cover
North America, including Canada, the United States, and Mexico. It is
anticipated that The Catalog Channel will have 20 million households on cable
systems it will service within 12 months after its initial launch anticipated
during the late summer or early fall of 1999. In a forward-looking statement,
The Catalog Channel could be in Europe on cable stations during the year 2000.
The Catalog has no employees at this time. The necessary work is being done by
Summit and MB Broadcasting.
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AMERICAN WIRELESS: A Southwestern Utah provider of wireless cable
television. There are currently approximately 2,000 subscribers paying an
average of $30.00 per month for service. The company sells and services the
subscriber needs on this 140-channel system. They are completing a wireless
cable system in Cedar City, Utah and have the ownership rights (55%) of wireless
cable licenses in Provo, Utah. In the Spring of 1999, this division began a
joint venture with communications giant Motorola to implement a high-speed
wireless Internet delivery system on American Wireless' FCC licenses. The tests
and implementation as of June 23, 1999, are underway in St. George, Utah. The
ultimate success of this project has tremendous implications for FFCI. LANSource
and MB Broadcasting are working with American Wireless on this project. The
division has 12 full-time employees.
Acquisitions of Other Companies and/or Product Lines:
The Company is pursuing the acquisition of other companies, assets
and/or product lines that either complement or expand its existing business. The
Company may use cash or stock or a combination of stock and cash to affect any
such acquisitions. The Company has had, and will continue to have, discussions
from time to time with potential acquisition candidates.
Customer Relationships:
The Company is in the midst of tremendous opportunities for both the
corporation and the clients it services. New portable radios soon forthcoming to
the SMR Division on track, a new 24-hour shopping network converging print
catalogs, television, and the Internet, and a growing wireless cable television
network in the middle of a project with Motorola to deliver high-speed Internet
services. The Company's management believes that the future is here and now and
FFCI is part of it in communications, marketing, and the Internet.
Government Regulation:
The Company will be subject to applicable provisions of federal and
state securities laws and to regulations specifically governing the
communications industry. The operations of the Company will also be subject to
regulations normally incident to business operations (e.g. occupational safety
and health acts, workmen's compensation statutes, unemployment insurance
legislation and income tax and social security related regulations). Although
the Company will make every effort to comply with applicable regulations, it can
provide no assurance of its ability to do so, nor can it predict the effect of
these regulations on its proposed activities.
Industry and Competition:
The communications industry continues to evolve at a phenomenal rate.
Internet - online consumer spending is projected to increase from $7.8 billion
in 1998 to $108 billion in 2003. The primary drivers for this growth are the
increase of households with Internet access and an even
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greater acceptance of online shopping among consumers. The percentage of U.S.
households that use the Internet has increased from 14% in 1995 to 41% in 1998.
The consumer demand for more television channels seems to be boundless.
Wireless cable can now provide hundreds of television channels for consumers to
choose from in the "digital" age. And now the wireless cable operator can
deliver not only television, but data, Internet and telephony services as well.
The catalog industry has worldwide revenues of more than $100 billion
and serves more than 150 million consumers. Approximately 17,000 catalog
merchants mail almost 14 billion paper catalogs in the U.S. These merchants
range in size from $500 million industry giants to "Mom and Pop" operations that
create catalogs in their homes. In 1996, the U.S. catalog industry was evenly
divided between business to business and consumer catalogs. This market tends to
be highly skewed in favor of the top 200 to 300 firms, which control more than
80% of the market.
The catalog industry has existed for many years. However, between the
1960s and 1995, a combination of demographics changes, technology improvements
and government regulations caused a rapid growth in the number and quality of
mail order catalogs. These factors include (1) more women working with less time
to shop, (2) higher education among shoppers with greater willingness to buy at
a distance, (3) computer databases, (4) credit card popularity, and (5) FTC
regulations that removed fraudulent merchants. The industry continues to grow
both in terms of consumer acceptance and in the markets that it reaches.
Globalization has helped to create more than 9,000 catalog companies in the UK,
France and Germany. Consumer direct marketing sales are forecasted to grow by
7.7% annually from 1998 to 2003 compared to US consumer sales that are
forecasted to grow 5% annually.
The Company faces competition in both the communications sectors
(specialized mobile radio, paging, and wireless cable television and the
Internet) and the Marketing Sectors (advertising, media production and the
catalog channel). In each area, the Company's competitive position and the
barriers to entry are different. Although there is no direct competitor that
offers the combination of benefits that FFCI provides, there are speciality
companies and vendors that do provide direct competition to each Company
division. Communication services competition includes Nextel and the cellular
industry versus FFCI's SMR systems. The fiber optic and wired cable television
systems are director competitors to the Company's wireless cable operations.
Marketing sector competition includes the current home shopping networks (i.e.
QVC and Home Shopping Network), catalog aggregators (i.e. Catalog Site),
non-specialty Internet e-commerce players, category killer commerce sites (i.e.
Amazon.com) and product search engines and price comparison software.
Employees:
The Company currently employs 44 full-time professionals.
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Item 2. Management's Discussion and Analysis or Plan of Operation
The Company had revenue of $102,102 for the year ended December 31,
1998 as compared to $45,161 for the year ended December 31, 1997, an increase of
$59,941 or 126%. Cost of sales were $96,662 for the 1998 period in comparison to
$31,265 for the 1997 period, an increase of $65,397 or 209%. Operating Costs and
Expenses were $791,731 for the year ended December 31, 1998 as compared to
$225,933 for the year ended December 31, 1997, an increase of $565,798 or 250%.
Net cash (used) in Operating Activities for the years ended December
31, 1998 and 1997 was ($483,441) and ($222) receptively. The change in cash from
operating activities was $483,212.
Net cash used in investing activities was ($4,986) and ($425) for the
years ended December 31, 1998 and 1997 respectively, reflecting a change of
($4,561). This was a result of an acquisition of furniture and fixtures from
Paradise International.
The Company's financing activities included proceeds from acquisitions
in exchange for common stock and stock warrant conversions. The Company's
financing activities resulted in net cash provided from financing activities of
$500,600 for the year ended December 31, 1998. Their were no financing
activities in period ending 1997. The Company believes it will be able to fund
its short term cash needs through funds from operations and additional capital
raising efforts.
Net income (loss) increased from a loss of ($212,037) for the year
ended December 31, 1997, to a net loss of ($786,291) for the year ended December
31, 1998, a change of ($574,254) or 270%. The increases in losses from December
31, 1997 to December 31, 1998 was the introduction and additions of cellular
phone, paging services, and acquisition of one group of nine Alliance
partnership 220 MHZ licenses and a second acquisition of 41 220 licenses and
equipment from a non-operating specialized mobile radio company.
The Company's management believes there is tremendous opportunity in
these new sites and licenses, as well as a good fit with the strategic direction
of combining like business in the wireless industry. The effect of these
additional sites and licenses will be reflected in 1999.
At December 31, 1998, the Company had total assets of $4,204,594 and
total liabilities of $416,447. The Company has working capital of $12,587 as of
December 31, 1998, as compared to $414 as of December 31, 1997.
The Company currently has had the following significant subsequent
acquisition events in 1999:
* In January 1999, the Company acquired all the stock of MB
Broadcasting, Inc., for shares of common stock. MB
Broadcasting is a Utah cable television and TV production
company.
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* In March 1999, the Company acquired the net assets of Summit
Advertising for $100,000 in cash and shares of common stock.
* In June 1999, the Company acquired LANSource, an Internet
design and services company for shares of common stock.
* In June 1999, the Company acquired approximately 90% of
American Wireless, a wireless cable and wireless Internet
service provider for shares of common stock.
In conjunction with the four 1999 acquisitions and subsequent events,
the Company has received funding from two private sources as follows:
1. $1.2 million as exercise of outstanding warrants, Venture
Capital USA.
2. $900,000 as exercise of warrants by Global Asset Management.
During the second quarter, 1999, the Company has also announced the
following:
* Formation of a new subsidiary, The Catalog Channel, which is
set to launch on July 1, 1999, using elements and management
talent from all the recently acquired companies and the
Company.
* The resignation of Paul Richard Bell, founder, as President
and Chief Executive Officer and the appointment of Douglas
Costa as President and Chief Executive Officer.
The Company's management believes that with the recent capital
infusions and the eminent launch The Cable Channel, the Company is positioned to
greatly enhance its revenue growth and value during 1999.
Year 2000 Issue:
The Company's in-house accounting and analysis software are year 2000
compliant to the best of the Company's knowledge. The Company's client,
wireless, SMR and customer billing software has recently been upgraded to be
year 2000 compliant and to the best of the Company's knowledge none of its
operating systems will be effected by the year 2000 problem.
Item 3. Description of Property
The Company's offices are located at 2161 East Commercial Boulevard,
2nd Floor, Ft. Lauderdale, Florida 33308. The lease is for a three year term,
with approximately 29 months remaining with a rent expense of $3,300 per month.
The Company also leases office and retail store
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space under operating lease agreements. The future minimum rental obligations of
the Company are as follows:
1999 $66,000
2000 $22,000
The Company also has certain tower rent obligations that were assumed
as part of the acquisition of prior telecommunications tower rent liabilities.
These tower rent leases are currently being renegotiated and revised to reflect
the change of ownership and equipment on the sites. The Company is presently
reserving $26,000 per month for these contingent obligations.
PRINCIPAL STOCKHOLDERS
The following table sets forth information concerning the beneficial
owners of the Company's outstanding common stock as of June 24, 1999, with
respect to the beneficial ownership of shares of Common Stock by (i) each person
known by the Company to be the beneficial owner of more than five percent of the
outstanding shares of Common Stock, (ii) each of the Company's directors, and
(iii) all executive officers and directors as a group. Unless otherwise
indicated below, all persons listed below have sole voting and investment power
with respect to their shares of Common Stock except to the extent that authority
is shared by spouses under applicable law.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) PERCENTAGE OF CLASS
- - ------------------- ------------------------ -------------------
<S> <C> <C>
Paul Richard Bell, Sr. 1,702,286 20.6%
2161 E. Commercial Blvd., 2nd Fl
Ft. Lauderdale, FL 33308
Christina Bell Landers 1,000,000 12.1%
2161 E. Commercial Blvd., 2nd Fl
Ft. Lauderdale, FL 33308
Wallace Brazzeal 225,600 2.7%
251 W. Hilton Dr.
St. George, UT 84771
Brent Miner 224,894 2.7%
251 W. Hilton Dr.
St. George, UT 84771
Mical Terry 164,357 2.0%
845 E. Skyline Dr.
St. George, UT 84771
</TABLE>
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<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) PERCENTAGE OF CLASS
- - ------------------- ------------------------ -------------------
<S> <C> <C>
Douglas Costa 130,900 1.6%
2161 E. Commercial Blvd., 2nd Fl
Ft. Lauderdale, FL 33308
All executive officers and directors 3,448,037 41.7%
as a group (11 persons)
</TABLE>
- - -----------------
(1) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the date of this Registration
Statement upon the exercise of options or warrants. Each beneficial owner's
percentage ownership is determined by assuming that options or warrants that are
held by such person (but not those held by any other person) and which are
exercisable within 60 days of the date of this Registration Statement have been
exercised. Unless otherwise indicated, the Company believes that all persons
named in the table have voting and investment power with respect to all shares
of Common Stock beneficially owned by them.
Item 5. Directors, Executive Officers, Promoters and Control Persons
The directors and executive officers of the Company, and significant
employees of the Company are as follows:
NAME POSITION
- - ---- --------
Douglas Costa, Esq. Chief Executive Officer and President
Kent Whitesel Chief Financial Officer
Paul Richard Bell, Sr. Chairman of the Board
Christina Bell Landers Director
Ray Carpenter Director
Brent Miner Director and General Manager The Catalog Channel
Ronald Stull Vice President/General Manager Paradise - SMR
Mical Terry Vice President/General Manager American Wireless
Wallace Brazzael Vice President/General Manager MBBroadcasting
Jeff Carpenter Vice President/General Manager LANSOURCE
Wayne Wiggins General Manager Summit Advertising
All directors will serve until the next annual meeting of Shareholders,
which is anticipated to occur in February, 2000.
DOUGLAS COSTA, ESQ. has served as CEO and President since March 1999. He is a
practicing attorney and an educator. He served as corporate attorney and as a
member of the FFCI board of directors since 1998. His degrees are from the
University of Florida and School of Law at Nova University.
KENT WHITESEL has served as the CFO for the Company since October 1998. Prior to
joining the Company, he was the CFO for a major shipping line with 17
subsidiaries. His background includes
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controllership with a major NYSE firm and audit and accounting work with two
public companies. He has an MBA (Finance) from the University of Southern
California and a MA (Accounting) form the University of Redlands.
PAUL RICHARD BELL has extensive background in advertising and marketing. He is
one of the founders of the Company and has served as the CEO. He holds degrees
from the University of Arkansas and was an assistant professor at Arkansas Tech
University in the School of System Science.
CHRISTINA BELL LANDERS is one of the Company's original founders. She formerly
owned a collectible company and has diverse business interests.
BRENT MINER's family had extensive radio and television properties through the
western United States. He is a past president of the Utah Broadcasters
Association and a well known news anchor and a writer, producer and director. He
is one of the founders of MB Broadcasting.
ROY CARPENTER Founder of TriStar Media and American Wireless. An engineer
formerly with Ampex Corporation in the design of laser beam recorders. An
instructor in Electrical Engineering for 17 years.
RONALD STULL has been in charge of the SMR and Paradise Cellular and paging
Divisions since August 1998. Prior to joining the Company, he was a manager in
radio tower site business and two way radio sales. He is a communication
engineer with various positions with Motorola in their two way radio and paging
business.
MICAL TERRY has served as President and Chief Operating Office with American
Wireless since its inception in 1989. Prior to this, he was an engineer for the
Dixie Escalante Electric Power Company and designed power systems for this
electric utility company. His degree is from Southern Utah University.
WALLACE BRAZZAEL has been in advertising and media production for over 30 years.
He was a founder of St. George Magazine, Inkwell Advertising and MB
Broadcasting. He is a nationally renowned artist and graphic designer,
television director and producer. He has a degree from Brigham Young University.
JEFF CARPENTER has extensive background in communication technology, business
network solutions, and the Internet. He joined LAN Source in 1996 and was the
CEO and President. Prior to this he was the manager of Information Services at
Strata, Inc., a computer software developer. Mr. Carpenter holds an engineering
degree from ITT.
WAYNE WIGGINS has won Emmys for his work as a producer/director in the
television industry. He brings more than 20 years of experience in media
production and advertising. His career includes CBS television and numerous
national and international productions and infomercials. Mr. Wiggins joined
Summit Advertising in June 1999.
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All directors hold office until the next annual meeting of stockholders
and until their successors have been elected and qualified, subject to death,
resignation or removal from office prior to such time.
Item 6. Executive Compensation
The following table sets forth the total remuneration to be paid to the
executive officers of the Company.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION TABLE
NAME AND OTHER ANNUAL
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION TOTAL
- - ------------------ ---- ------ ----- ------------ -----
<S> <C> <C> <C> <C> <C>
Douglas Costa 1999 $110,000 $-0- $ 4,200 $114,200
President & CEO
Paul Richard Bell 1999 $-0- $-0- $38,000 $ 38,000
Chairman (deferred compensation)
Kent Whitesel 1999 $90,000 $-0- $-0- $ 90,000
</TABLE>
There is not at present any compensation paid to directors of the
Company in their capacity as such.
The Company does not at this time have a stock option plan or other
incentive compensation plan.
Item 7. Certain Relationships and Related Transactions
Not Applicable
Item 8. Description of Securities.
General
As of the date of this Registration Statement, the authorized capital
stock of the Company consists of 20,000,000 shares of Common Stock, $.0001 par
value, of which 8,251,749 shares are outstanding. The following description of
the securities of the Company and certain provisions of the Company's Articles
of Incorporation and By-Laws, each as amended, is a summary and is qualified in
its entirety by the provisions of the Articles of Incorporation and By-Laws as
currently in effect.
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Common Stock
Holders of Common Stock are entitled to one vote for each share held on
all matters submitted to a vote of shareholders, including the election of
directors. Accordingly, holders of a majority of the shares of Common Stock
entitled to vote in any election of directors may elect all of the directors
standing for election if they choose to do so. The Articles of Incorporation
does not provide for cumulative voting for the election of directors. Holders of
Common Stock will be entitled to receive ratably such dividends, if any, as may
be declared from time to time by the Board of Directors out of funds legally
available therefor, and will be entitled to receive, pro rata, all assets of the
Company available for distribution to such holders upon liquidation. Holders of
Common Stock have no preemptive, subscription or redemption rights. All
outstanding shares of Common Stock are, and the shares offered hereby, upon
issuance, will be, fully paid and non assessable.
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PART II
Item 1. Market Price of and Dividends On the Registrant's Common Equity and
Other Shareholder Matters
Market Price
The Company's Common Stock has been quoted on the Over The Counter
Bulletin Board since September 1997 under the symbol "FFCI". The following table
set forth, the high and low bid prices for the Common Stock for the quarters
indicated. The quotations represent bid between dealers and do not included
retail mark-up, mark-down or commissions, and do not represent actual
transactions.
HIGH BID LOW BID
-------- -------
Third Quarter 1998 9-1/8 4
Fourth Quarter 1998 9-1/8 2
First Quarter 1999 5-7/8 2
Second Quarter 1999 15-5/8 4-1/4
At the date of this Registration Statement there were 840 holders of
record of 8,251,749 shares of Common Stock, including holders which maintain
their ownership in "Street Name."
Dividends
The Company anticipates that for the foreseeable future, earnings will
be retained for the development of is business. Accordingly, the Company does
not anticipate paying dividends on the Common Stock in the foreseeable future.
The payment of future dividends will be at the sole discretion of the Company's
Board of Directors and will depend upon among other of the Company and general
business conditions.
Item 2. Legal Proceedings
To the best of the Company's knowledge, there is no threatened or
pending litigation.
Item 3. Changes in the Disagreements with Accountants
None
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Item 4. Recent Sales of Unregistered Securities
None.
Item 5. Indemnification of Directors and Officers
Chapter 607 of the Florida Statutes provides for the indemnification of
officers and directors under certain circumstances against expenses incurred in
successfully defending against a claim and authorizes Florida corporations to
indemnify their officers and directors under certain circumstances against
expenses and liabilities incurred in legal proceedings involving such persons
because of their being or having been an officer or director.
Section 607.0850 of the Florida Statutes permits a corporation, by so
providing in its certificate of incorporation, to eliminate or limit director's
liability to the corporation and its stockholders for monetary damages arising
out of certain alleged breaches of their fiduciary duty. Section 607.0850
provides that no such limitation of liability may affect a director's liability
with respect to any of the following: (i) breaches of the director's duty of
loyalty to the corporation or its stockholders; (ii) acts or omissions not made
in good faith or which involve intentional misconduct of knowing violations of
law; (iii) liability for dividends paid or stock repurchased or redeemed in
violation of the Florida General Corporation Law; or (iv) any transaction from
which the director derived an improper personal benefit. Section 607 does not
authorize any limitation on the ability of the corporation or its stockholders
to obtain injunctive relief, specific performance or other equitable relief
against directors.
Article IX of the Company's Articles of Incorporation and the Company's
By-laws provide that all persons who the Company is empowered to indemnify
pursuant to the provisions of Section 607 of the Corporation laws of the State
of Florida (or any similar provision or provisions of applicable law at the time
in effect), shall be indemnified by the Company to the full extent permitted
thereby. The foregoing right of indemnification is not deemed to be exclusive of
any other rights to which those seeking indemnification may be entitled under
any by-law, agreement, vote of stockholders or disinterested directors, or
otherwise.
Article IX of the Company's Articles of Incorporation provides that no
director of the Company will be personally liable to the Company or its
stockholders; (i) for any monetary damages for breaches of fiduciary duty of
loyalty to the Company or its stockholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 607 of the Florida Statutes, or (iv) for any
transaction from which the director derived an improper personal benefit.
15
<PAGE>
PART III
ITEM 2. INDEX TO EXHIBITS.
EXHIBIT NO. DESCRIPTION OF DOCUMENT
- - ----------- -----------------------
3.1 Form of Amended and Restated Articles of
Incorporation
3.2 By-Laws, as amended [3-6]
4.1 Form of Common Stock Certificate
4.2 Acquisition Agreements*
10.4 Employment Agreement*
- - ------------
* To be filed by Amendment.
16
<PAGE>
Signatures
In accordance with Section 12 of the Securities and Exchange Act of
1934, the registrant caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
First Florida Communications, Inc.
Date: June 22, 1999
By: /S/ DOUGLAS COSTA
----------------------------------
Douglas Costa, President & CEO
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange act of 1934,
this registration statement has been signed below by the followings persons on
behalf of the registrant and in the capacities and on the dates indicated.
Date: June 22, 1999 By: /S/ DOUGLAS COSTA
---------------------------------
Douglas Costa, President & CEO
(Principal Executive Officer)
Date: June 22, 1999 By: /S/ PAUL RICHARD BELL
---------------------------------
Paul Richard Bell, Sr., Chairman
of the Board of Directors
Date: June 22, 1999 By: /S/ PAUL RICHARD BELL
---------------------------------
Paul Richard Bell, Jr., Director
Date: June 22, 1999 By: /S/ KENT WHITESEL
---------------------------------
Kent Whitesel, Chief Financial
Officer and Director
17
<PAGE>
FIRST FLORIDA COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
PAGE
----
Independent Auditor's Report 1
Financial Statements
Balance Sheet 2
Statements of Operations and Accumulated Deficit 3
Statements of Changes in Shareholders' Equity 4
Statements of Cash Flows 5
Notes to Financial Statements 6 - 10
<PAGE>
BAUM & COMPANY, P.A.
CERTIFIED PUBLIC ACCOUNTANTS
1515 UNIVERSITY DRIVE - SUITE 209
CORAL SPRINGS, FLORIDA 33071
(954) 752-1712
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of First Florida Communications, Inc.
We have audited the accompanying balance sheets of First Florida Communications,
Inc. (A Development Stage Company) as of December 31, 1998 and the related
statements of income and accumulated deficit, stockholders equity and cash flows
for the years ended December 31, 1998, and 1997 and cumulative totals for
development stage operations from April 1, 1996 (date of inception) through
December 31, 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Florida Communications,
Inc. (A Development Stage Company) as of December 31, 1998 and the results of
its operations and its cash flows for the years ended December 31, 1998 and 1997
and cumulative totals for development stage operations from April 1, 1996 (date
of inception) through December 31, 1998 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 9 of the
financial statements, the Company has suffered losses from operations has a
nominal revenue stream, and has significant non-productive assets, which raise
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustment that might result from the
outcome of this uncertainty.
April 29, 1999
Coral Springs, Florida
<PAGE>
FIRST FLORIDA COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1998
ASSETS
Crent Assets:
Cash and Cash Equivalents (Note 1) $ 12,587
Inventory (Note 1) 7,852
Total Current Assets 20,439
-----------
Fixed Assets:
Property, Plant and Equipment (Notes 4 and 6)
(Net of accumulated depreciation of $3,852) 2,736,596
-----------
Other Current Assets:
Deposits 1,977
FCC Licenses (Note 7)
(Net of accumulated amortization of $29,418) 1,445,582
-----------
Total Other Current Assets 1,447,559
-----------
Total Assets $ 4,204,594
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable & Accrued Expenses $ 368,707
Advances from stockholder (Note 8) 47,740
-----------
Total Current Liabilities 416,447
-----------
Total Liabilities 416,447
-----------
Shareholders' Equity:
Common Stock, $.0001 par value; 7,500,000
shares authorized; 4,313,610 shares
issued and outstanding 431
Additional Paid in Capital 4,826,403
Accumulated Deficit in the Development Stage (1,038,687)
-----------
Total Shareholders' Equity 3,788,147
-----------
Total Liabilities and Shareholders' Equity $ 4,204,594
===========
See Accompanying Notes to the Financial Statements
- 2 -
<PAGE>
FIRST FLORIDA COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1998 AND
CUMULATIVE TOTALS FOR DEVELOPMENT STAGE OPERATIONS
FROM APRIL 1, 1996 (DATE OF INCEPTION) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
DEVELOPMENT STAGE
YEAR ENDED YEAR ENDED APRIL 1, 1996 TO
DECEMBER 31, 1997 DECEMBER 31, 1998 DECEMBER 31, 1998
----------------- ----------------- -----------------
<S> <C> <C> <C>
Revenues:
Sales (Note 1) $ 45,161 $ 102,102 $ 147,263
Cost of Sales 31,265 96,662 127,927
----------- ----------- -----------
Gross Profit 13,896 5,440 19,336
Operating Costs and Expenses:
Selling, General &
Administrative 225,933 791,731 1,058,023
----------- ----------- -----------
Net (Loss) Before Provision
For Income Taxes (212,037) (786,291) (1,038,687)
Provision For Income Taxes (Note 3) - 0 - - 0 - - 0 -
----------- ----------- -----------
Net (Loss) (212,037) (786,291) (1,038,687)
Accumulated Deficit - Beginning
of Year (40,359) (252,396) --
----------- ----------- -----------
Accumulated Deficit - End of Year $ (252,396) $(1,038,687) $(1,038,687)
=========== =========== ===========
Income (Loss) Per Common Share $ (2.70) $ (.62) $ (3.06)
=========== =========== ===========
Weighted Average
Common share Outstanding 93,429 1,666,186 339,092
=========== =========== ===========
</TABLE>
See Accompanying Notes to the Financial Statements
-3-
<PAGE>
FIRST FLORIDA COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1998
AND CUMULATIVE TOTALS FOR DEVELOPMENT STAGE OPERATIONS
FROM APRIL 1, 1996 (DATE OF INCEPTION) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
COMMON STOCK ADDITIONAL DURING THE
----------------------------- PAID-IN DEVELOPMENT
# SHARES AMOUNT CAPITAL STAGE
--------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
December 31, 1996 81,279 $ 8 $ 240,912 $ (40,359)
Common Stock
Issued for Services 18,225 2 91,124 --
Net (Loss) For the Year -- -- -- (212,037)
--------- ----------- ----------- -----------
December 31, 1997 99,504 10 332,036 (252,396)
Stock Retired (198,302) (20) 20 --
Stock Issued for Asset
Acquisition (Note 4) 4,112,408 411 4,194,377 --
Stock Warrant
Conversions (Note 5) 300,000 30 299,970 --
Net (Loss) For the Year -- -- -- (786,291)
--------- ----------- ----------- -----------
December 31, 1998 4,313,610 $ 431 $ 4,826,403 $(1,038,687)
========= =========== =========== ===========
</TABLE>
See Accompanying Notes to the Financial Statements
-4-
<PAGE>
FIRST FLORIDA COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1998 AND
CUMULATIVE TOTALS FOR DEVELOPMENT STAGE OPERATIONS FROM
APRIL 1, 1996 (DATE OF INCEPTION) TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED DEVELOPMENT STAGE
DECEMBER 31, DECEMBER 31, APRIL 1, 1996 TO
1997 1998 DECEMBER 31, 1998
------------ ------------ ------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (212,037) $ (786,291) $ (1,038,687)
Adjustments to Reconcile Net
Income (Loss) to Cash Used In
Operating Activities
Depreciation - 0 - 3,852 3,852
Amortization - 0 - 29,418 29,418
Common Stock Issued For Services 91,124 - 0 - 91,124
Changes in Working Capital:
Accounts Receivable 88,049 120,142 - 0 -
Accounts Payable 11,893 131,187 146,030
Advances Payable 20,749 18,251 47,740
----------- ----------- ---------------
Net Cash Provided (Used) in
Operating Activities (222) (483,441) (720,523)
CASH FLOWS (USED) IN INVESTING ACTIVITIES:
Acquisition of Fixtures &
Equipment (425) (4,986) (8,411)
----------- ----------- ---------------
Net Cash (Used) in Investing
Activities (425) (4,986) (8,411)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of stock issued -- -- 240,921
Proceeds from acquisitions in
exchange for common stock -- 200,600 200,600
Stock Warrant Conversions -- 300,000 300,000
----------- ----------- ---------------
Net Cash Flows from Financing Activities - 0 - 500,600 741,521
----------- ----------- ---------------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (647) 12,173 12,587
CASH AND CASH EQUIVALENTS
BEGINNING OF YEAR 1,061 414 - 0 -
----------- ----------- ---------------
END OF YEAR $ 414 $ 12,587 $ 12,587
=========== =========== ===============
CASH PAID FOR INTEREST EXPENSE $ - 0 - $ - 0 - $ - 0 -
CASH PAID FOR INCOME TAX $ - 0 - $ - 0 - $ - 0 -
</TABLE>
See Accompanying Notes to the Financial Statements
-5-
<PAGE>
FIRST FLORIDA COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
First Florida Communications, Inc., (the Company) was
incorporated in the State of Florida on April 1, 1996 to
acquire FCC licenses, broadcast rights, and provide services
to sell equipment in the wireless communication industry. (The
Company is still in the development stage). The majority of
the company's assets are for the "220 Megahertz" specialized
mobile radio and paging business.
The accompanying financial statements reflect the application
of certain significant accounting policies as described below
and elsewhere in the accompanying financial statements and
notes.
A.) USE OF ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the period. Actual results can differ from those
estimates.
B.) CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, cash in banks,
and any highly liquid investments with a maturity of three
months or less at the time of purchase.
The Company maintains cash and cash equivalent balances at
several financial institutions which are insured by the
Federal Deposit Insurance Corporation up to $100,000. At
December 31, 1998 there is no concentration of credit risk
from uninsured bank balances.
C.) INVENTORIES
Inventories (stated at the lower of cost of market) are
primarily cellular telephones, beepers, ancillary products and
communication parts.
D.) DEPRECIATION
Furniture, fixtures and leasehold improvements are carried at
cost. Communications equipment, acquired for common stock, is
carried at estimated fair market value. Depreciation of
property is provided for based on estimated useful lives
(generally 3 to 10 years) using straight line methods.
-6-
<PAGE>
FIRST FLORIDA COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
E.) AMORTIZATION
The FCC licenses are being amortized over a twenty-year period
using the straight line method.
F.) EARNINGS (LOSS) PER SHARE
Primary earnings per common share are computed by dividing the
net income (loss) by the weighted average number of shares of
common stock and common stock equivalents outstanding during
the year. The number of shares used for the fiscal years ended
December 31, 1998 and 1997 were 1,666,186 and 93,429,
respectively. Common stock equivalents were not used due to
their delusive effects.
NOTE 2 - INCOME TAXES
In February 1992, the Financial Accounting Standards Board
issued Statement of Financial Standards 109 of "Accounting for
Income Taxes." Under FASB 109, deferred tax assets and
liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities
and their respective tax bases. The Company has net operating
losses (NOL's) of approximately $1,00,000 expiring in the
years 2011 through 2013.
Deferred tax benefit $ 318,000
Valuation allowance (318,000)
----------
Net Benefit $ - 0 -
==========
Due to the uncertainty of utilizing the NOL and recognizing
the deferred tax benefit an offsetting valuation allowance has
been provided.
NOTE 3 - LEASES
The Company leases office and retail store space under
operating lease agreements. The future minimum rental
obligations of the Company are as follows:
1999: $ 66,000
2000: $ 22,000
The Company has renewal options on these leases at their discretion.
-7-
<PAGE>
FIRST FLORIDA COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 3 - LEASES (CONTINUED)
As part of the acquisition of communications equipment, the
Company assumed approximately $206,000 of prior
telecommunications tower rent liabilities. As of December 31,
1998, the Company had not signed or renewed any new tower
rental agreements. Due to the arrearages of tower rents, the
Company is at risk of seizure of their communications
equipment located at numerous locations. A reserve for
contingent liabilities related to the unpaid tower rents was
accrued for $100,000 at December 31, 1998.
The tower leases above are currently being renegotiated and
revised to reflect the change of ownership of the equipment on
the site.
NOTE 4 - ACQUISITIONS
In January 1998 and May 1998, the Company acquired "220
Megahertz" communication equipment and 41 FCC licenses, net of
outstanding liabilities, from the Macmillan Bell Group, Inc.
for the issuance of 3,735,526 restricted common shares.
(Related party transaction).
In October 1998, the Company acquired from Nine (9) separate
partnerships (collectively referred to as "The Alliance") 220
Megahertz communications equipment and FCC licenses, net of
liabilities, via the issuance of 333,132 common shares, at a
valuation of $1,080,000.
In October 1998, the Company acquired Paradise International
Connection, Inc. as a wholly- owned subsidiary using the
purchase method of accounting for 43,750 shares of common
stock.
NOTE 5 - CAPITAL TRANSACTIONS
A.) On May 27, 1998, the Company issued 1,500,000 stock warrants
which expire on May 27, 2000 for the right to, purchase common
stock at $1.00 per share. No consideration was given for these
warrants. As of December 31, 1998, the warrant holder paid on
behalf of the Company $300,000 of operating expenses, thus
received 300,000 shares of common stock.
B.) On May 4, 1998, the Company declared a 1:20 reverse stock
split. Accordingly, all share and per share data has been
retroactively restated.
-8-
<PAGE>
FIRST FLORIDA COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 6 - FIXED ASSETS
Property, plant and equipment consists of:
Communications equipment $2,710,000
Furniture and fixtures 30,448
----------
2,740,448
Accumulated depreciation 3,852
----------
$2,736,596
NOTE 7 - FCC LICENSES
The Company owns fifty (50) FCC licenses, in 47 cities for
"220 Megahertz" communications activities, that are renewable
annually. The $1,475,000 valuation of these licenses is being
amortized over twenty years. As of December 31, 1998 $29,418
has been amortized.
Possession to these licenses were acquired via various
acquisitions as noted in Note 4 and the Company is currently
transferring the licenses on the Federal Communications
Commission's records into the name of the Company.
NOTE 8 - RELATED PARTY TRANSACTIONS
The Company acquired Federal Communication licenses and "220
Megahertz" communications equipment from the MacMillan Bell
Group, Inc., (See Note 5). The sole stockholder of this
corporation was a Director and former Chief Executive Officer
of the First Florida Communications, Inc., and is the father
of the principle shareholders of the Company.
This related party has advanced the Company $26,542 as of
December 31, 1998. These advances are unsecured, non-interest
bearing and has no repayment scheduled.
NOTE 9 - GOING CONCERN CONSIDERATIONS
The Company has incurred losses from inception in excess of
$1,000,000 and has never shown a profit. Due to the Company's
nominal cash flow and lack of productive assets its ability to
meet current obligations is in doubt. Additionally, the
negative working capital at December 31, 1998 of $396,000
raises substantial doubt as to its ability to continue as a
going concern. Management has advised us that a venture
capital company has expressed an interest of infusing equity
capital into the company and that new acquisitions will
provide liquidity (Note 10) and needed cash flow.
-9-
<PAGE>
FIRST FLORIDA COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 10 - SUBSEQUENT EVENTS
In January 1999, the Company acquired all the stock of M. B.
Broadcasting, Inc., for 350,000 shares of common stock valued
at $10 per share for a purchase of $3,500,000. M. B.
Broadcasting, Inc., is primarily a Saint George, Utah cable
television station and T.V. production company.
In March 1999, the Company acquired for $1,500,000 the net
assets of Summit Advertising Group, a Fort Lauderdale, Florida
advertising agency. The purchase price consideration was
$100,000 in cash and 280,000 shares of restricted common
stock,.
-10-
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENT
- - ----------- -----------------------
3.1 Form of Amended and Restated Articles of
Incorporation
3.2 By-Laws, as amended [3-6]
4.1 Form of Common Stock Certificate
EXHIBIT 3.1
Florida Department of State
Katherine Harris
Secretary of State
February 17, 1999
RICHARD P. GREENE, P.A.
2455 E. SUNRISE BLVD., STE. 905
FT. LAUDERDALE, FL 33304
Re: Document Number P96000030104
The Articles of Amendment to the Articles of Incorporation of FIRST FLORIDA
COMMUNICATIONS, INC., a Florida corporation, were file on December 21, 1998.
Should you have any questions regarding this matter, please telephone (850)
487-6050, the Amendment Filing Section.
Thelma Lewis
Corporate Specialist Supervisor
Division of Corporations Letter Number: 199A00000916
Division of Corporations - P.O. BOX 6327 - Tallahassee, Florida 32314
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
FIRST FLORIDA COMMUNICATIONS, INC.
The Articles of Incorporation of the above-named corporation (the
"Corporation"), filed with the Department of State on the 1st day of April, 1996
and assigned Document Number P960000301104, are hereby amended pursuant to a
written consent in lieu of meeting executed and approved by all of the
Corporation's Directors on the 14 day of DECEMBER, 1998, as follows:
ITEM 1
1. ARTICLE IV - CAPITAL STOCK is hereby amended to read as follows:
ARTICLE IV
CAPITAL STOCK
This Corporation is authorized to issue 20,000,000 shares of
$.0001 par value common stock.
This Articles of Amendment to the Articles of Incorporation was adopted
by the Directors on the 14 day of DECEMBER , 1998. Shareholder approval was not
required.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment to the Articles of Incorporation this 14 day of DECEMBER , 1998.
By: /S/ PAUL RICHARD BELL
----------------------------
Paul Richard Bell, Director
<PAGE>
Florida Department of State
Sandra B. Mortham
Secretary of State
May 21, 1998
CAPITOL CONNECTION, INC.
TALLAHASSEE, FL
SUBJECT: FIRST FLORIDA COMMUNICATIONS, INC.
Ref. Number: P96000030104
We have received your document for FIRST FLORIDA COMMUNICATIONS, INC., and
check(s) totaling $87.50. However, the enclosed document has not been filed and
is being returned to you for the following reason(s):
The document must have original signatures.
Please return your document, along with a copy of this letter, within 60 days or
your filing will be considered abandoned.
If you have any questions concerning the filing of your document, please call
(850) 487-6903.
Cheryl Coulliette
Document Specialist Letter Number: 298A00028617
RECEIVED
98 MAY 22 AM 10:51
DIVISION OF CORPORATIONS
"Corrected"
Division of Corporations - P.O. BOX 6327 - Tallahassee, Florida 32314
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
FIRST FLORIDA COMMUNICATIONS, INC.
1. ARTICLE FIFTH of the Articles of Incorporation of the Corporation is
hereby amended to read as follows:
FIFTH: This Corporation is authorized to issue SEVEN MILLION
FIVE HUNDRED THOUSAND (7,500,000) shares of Common
Stock, having a par value of $.001 per share, which
shall be designated "Common Stock".
All issued and outstanding shares of Common Stock of
the Corporation held by each holder of record on May
4, 1998, shall be automatically combined at a rate of
one for twenty (1:20). This reverse stock split shall
not affect the par value of the Common Stock or the
authorized number of shares of Common Stock. No
fractional share or scrip representing a fractional
share shall be issued upon the Reverse Stock Split.
Fractional shares of .5 of Common Stock, will be
rounded up to the next highest share, and fractional
interest of less than .5 of Common Stock will be
reduced down to the next nearest share. Any
stockholder whose aggregate stockholding is reduced
to a fraction of one (1) share will receive one (1)
share of New Common Stock.
2. The foregoing amendment was adopted on May 4, 1998 by the majority of
the Shareholders of the Corporation. The number of votes cast for the
amendment was sufficient for approval on May 4, 1998.
IN WITNESS WHEREOF, the undersigned President has executed these
Articles of Amendment of the 20 day of May, 1998.
/S/ PAUL R. BELL
----------------------------------
Paul Richard Bell, Jr., President
<PAGE>
FLORIDA DEPARTMENT OF STATE
Sandra B. Mortham
Secretary of State
April 5, 1996
RICHARD P. GREENE
2455 E. SUNRISE BLVD., STE. 905
FT. LAUDERDALE, FL 33304
The Articles of Incorporation for FIRST FLORIDA COMMUNICATIONS, INC. Were filed
on April 1, 1996 and assigned document number P96000030104. Please refer to this
number whenever corresponding with this office regarding the above corporation.
PLEASE NOTE: COMPLIANCE WITH THE FOLLOWING PROCEDURES IS ESSENTIAL TO
MAINTAINING YOUR CORPORATE STATUS. FAILURE TO DO SO MAY RESULT IN DISSOLUTION OF
YOUR CORPORATION.
A CORPORATION ANNUAL REPORT MUST BE FILED WITH THIS OFFICE BETWEEN JANUARY 1 AND
MAY 1 OF EACH YEAR BEGINNING WITH THE CALENDAR YEAR FOLLOWING THE YEAR OF THE
FILING DATE NOTED ABOVE AND EACH YEAR THEREAFTER. FAILURE TO FILE THE ANNUAL
REPORT ON TIME MAY RESULT IN ADMINISTRATIVE DISSOLUTION OF YOUR CORPORATION.
A FEDERAL EMPLOYER IDENTIFICATION (FEI) NUMBER MUST BE SHOWN ON THE ANNUAL
REPORT FORM PRIOR TO ITS FILING WITH THIS OFFICE. CONTACT THE INTERNAL REVENUE
SERVICE TO INSURE THAT YOU RECEIVE THE FEI NUMBER IN TIME TO FILE THE ANNUAL
REPORT. TO OBTAIN A FEI NUMBER, CONTACT THE IRS AT 1-800-829-3676 AND REQUEST
FORM SS-4.
SHOULD YOUR CORPORATE MAILING ADDRESS CHANGE, YOU MUST NOTIFY THIS OFFICE IN
WRITING, TO INSURE IMPORTANT MAILINGS SUCH AS THE ANNUAL REPORT NOTICES REACH
YOU.
Should you have any questions regarding corporations, please contact this office
at the address given below.
Sandy Ng, Document Specialist
New Filings Section Letter Number: 996A00015767
Division of Corporations - P.O. BOX 6327 - Tallahassee, Florida 32314
<PAGE>
ARTICLES OF INCORPORATION
OF
FIRST FLORIDA COMMUNICATIONS, INC.
THE UNDERSIGNED, for the purpose of forming a corporation for profit
pursuant to Chapter 607, Florida Statutes, does hereby adopt the following
Articles of Incorporation:
WITNESSETH:
ARTICLES I
NAME AND ADDRESS
The name and address of the principal office and/or mailing address of
the Corporation is as follows:
FIRST FLORIDA COMMUNICATIONS, INC.
5625 SOUTH UNIVERSITY DRIVE
DAVIE, FLORIDA 33328
ARTICLE II
DURATION
This Corporation shall have perpetual existence commencing on the date
of the filing of these Articles of Incorporation with the Department of State of
Florida.
ARTICLE III
PURPOSES
This Corporation is organized for the purpose of transacting any and
all lawful business.
ARTICLES IV
CAPITAL STOCK
This Corporation is authorized to issue 7,500,000 shares of $.0001 par
value common stock.
Prepared by:
Richard P. Greene, P.A.
Richard P. Greene, Esquire
2455 East Sunrise Boulevard, Suite 905
Fort Lauderdale, Florida 33304
(954) 564-6616
Florida Bar Number: 504378
<PAGE>
ARTICLE V
QUORUM FOR STOCKHOLDERS MEETINGS
Unless otherwise provided for in the Corporation's Bylaws, a majority
of the shares entitled to vote, represented in person or by proxy, shall be
required to constitute a quorum at a meeting of shareholders.
ARTICLE VI
INITIAL REGISTERED OFFICE AND REGISTERED AGENT
The street address of the initial registered office of this Corporation
is 2455 East Sunrise Boulevard, Suite 905, Fort Lauderdale, Florida 33304 and
the name of the initial registered agent of this Corporation at such address is
Richard P. Greene, P.A.
ARTICLES VII
INITIAL BOARD OF DIRECTORS
This Corporation shall have one director initially. The number of
directors may be either increased or diminished from time to time in the manner
provided in the Bylaws, but shall never be less than one. The name and address
of the initial Director of the Corporation is as follows:
Paul Richard Bell, Jr.
5625 South University Drive
Davie, Florida 33328
ARTICLE VIII
INCORPORATORS
The name and address of the Corporation's incorporator is:
Richard P. Greene
2455 East Sunrise Boulevard, Suite 905
Fort Lauderdale, Florida 33304
ARTICLE IX
INDEMNIFICATION
The Corporation shall indemnify its officers, directors and authorized
agents for all liabilities incurred directly, indirectly or incidentally to
services performed for the Corporation, to the fullest extent permitted under
Florida law existing now or hereinafter enacted.
<PAGE>
ARTICLE X
LIMITATION ON SHAREHOLDER SUITS
Shareholders shall not have a cause of action against the Company's
officers, directors or agents as a result of any action taken, or as a result of
their failure to take any action, unless deprivation of such right is deemed a
nullity because, in the specific case, deprivation of a right of action would be
impermissibly in conflict with the public policy of the State of Florida. The
fact that this Article shall be inapplicable in certain circumstances shall not
render it inapplicable in any other circumstances and the Courts of the State of
Florida are hereby granted the specific authority to restructure this Article,
on a case by case basis or generally, as required to most fully give legal
effect to its intent.
IN WITNESS WHEREOF, we have subscribed our names this _____ day of
March, 1996.
/S/ RICHARD P. GREENE
---------------------------------------
Richard P. Greene, Incorporator
2455 East Sunrise Boulevard, Suite 905
Ft. Lauderdale, Florida 33304
I hereby am familiar with and accept the duties and responsibilities as
registered agent for said corporation.
RICHARD P. GREENE, P.A.
By: /S/ RICHARD P. GREENE
----------------------------------
Richard P. Greene, Esq., President
Exhibit 3.2
BYLAWS
OF
FIRST FLORIDA COMMUNICATIONS, INC.
ARTICLE I
SHAREHOLDERS
SECTION 1. ANNUAL MEETINGS
(a) The annual meeting of the shareholders of the Corporation, shall be
held at the principal office of the Corporation in the State of Florida or at
such other place within or without the State of Florida as may be determined by
the Board of Directors and as may be designated in the notice of such meeting.
The meeting shall be held on the third Tuesday of February of each year or on
such other day as the Board of Directors may specify. If said day is a legal
holiday, the meeting shall be held on the next succeeding business day not a
legal holiday.
(b) Business to be transacted at such meeting shall be the election of
directors to succeed those whose terms are expiring and such other business as
may be properly brought before the meeting.
(c) In the event that the annual meeting, by mistake or otherwise,
shall not be called and held as herein provided, a special meeting may be called
as provided for in Section 2 of this Article I in lieu of and for the purposes
of and with the same effect as the annual meeting.
SECTION 2. SPECIAL MEETINGS
(a) A special meeting of the shareholders of the Corporation may be
called for any purpose or purposes at any time by the President of the
Corporation, by the Board of Directors or by the holders of not less than 10% of
the outstanding capital stock of the Corporation entitled to vote at such
meeting.
(b) At any time, upon the written direction of any person or persons
entitled to call a special meeting of the shareholders, it shall be the duty of
the Secretary to send notice of such meeting pursuant to Section 4 of this
Article I. It shall be the responsibility of the person or persons directing the
Secretary to send notice of any special meeting of shareholders to deliver such
direction and a proposed form of notice to the Secretary not less than 15 days
prior to the proposed date of said meeting.
(c) Special meetings of the shareholders of the Corporation shall be
held at such place, within or without the State of Florida, on such date, and at
such time as shall be specified in the notice of such special meeting.
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SECTION 3. ADJOURNMENT
(a) When the annual meeting is convened, or when any special meeting is
convened, the presiding officer may adjourn it for such period of time as may be
reasonably necessary to reconvene the meeting at another place and time.
(b) The presiding officer shall have the power to adjourn any meeting
of the Shareholders for any proper purpose, including, but not limited to, lack
of a quorum, securing a more adequate meeting place, electing officials to count
and tabulate votes, reviewing any shareholder proposals or passing upon any
challenge which may properly come before the meetings.
(c) When a meeting is adjourned to another time or place, it shall not
be necessary to give any notice of the adjourned meeting if the time and place
to which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and any business may be transacted at the adjourned
meeting that might have been transacted on the original date of the meeting. If,
however, after the adjournment the Board fixes a new record date for the
adjourned meeting, a notice of the adjourned meeting shall be given in
compliance with Section 4(a) of this Article I to each shareholder of record on
the new record date entitled to vote at such meeting.
SECTION 4. NOTICE OF MEETINGS, PURPOSE OF MEETING, WAIVER
(a) Each shareholder of record entitled to vote at any meeting shall be
given in person, or by first class mail, postage prepaid, written notice of such
meeting which, in the case of a special meeting, shall set forth the purpose(s)
for which the meeting is called, not less than 10 or more than 60 days before
the date of such meeting. If mailed, such notice is to be sent to the
shareholder's address as it appears on the stock transfer books of the
Corporation, unless the shareholder shall be requested of the Secretary in
writing at least 15 days prior to the distribution of any required notice that
any notice intended for him or her be sent to some other address, in which case
the notice may be sent to the address so designated. Notwithstanding any such
request by a shareholder, notice sent to a shareholder's address as it appears
on the stock transfer books of this Corporation as of the record date shall be
deemed properly given. Any notice of a meeting sent by United States mail shall
be deemed delivered when deposited with proper postage thereon with the United
States Postal Service or in any mail receptacle under its control.
(b) A shareholder waives notice of any meeting by attendance, either in
person or by proxy, at such meeting or by waiving notice in writing either
before, during or after such meeting. Attendance at a meeting for the express
purpose of objecting that the meeting was not lawfully called or convened,
however, will not constitute a waiver of notice by a shareholder who states at
the beginning of the meeting, his or her objection that the meeting is not
lawfully called or convened.
(c) A waiver of notice signed by all shareholders entitled to vote at a
meeting of shareholders may also be used for any other proper purpose including,
but not limited to, designating any place within or without the State of Florida
as the place for holding such a meeting.
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(d) Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of shareholders need be specified in any written
waiver of notice.
SECTION 5. CLOSING OF TRANSFER BOOKS, RECORD DATE, SHAREHOLDERS' LIST
(a) In order to determine the holders of record of the capital stock of
the Corporation who are entitled to notice of meetings, to vote a meeting or
adjournment thereof, or to receive payment of any dividend, or for any other
purpose, the Board of Directors may fix a date not more than 60 days prior to
the date set for any of the above-mentioned activities for such determination of
shareholders.
(b) If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least 10 days immediately
preceding such meeting.
(c) In lieu of closing the stock transfer books, the Board of Directors
may fix in advance a date as the date for any such determination of
shareholders, such date in any case to be not more than 60 days prior to the
date on which the particular action, requiring such determination of
shareholders, is to be taken.
(d) If the stock transfer books are not closed and no record date is
fixed for the determination of shareholders entitled to notice or to vote at a
meeting of shareholders, or to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the Board
of Directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders.
(e) When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof, unless the Board of
Directors fixes a new record date under this Section for the adjourned meeting.
(f) The officer or agent having charge of the stock transfer books of
the Corporation shall make, as of a date at least 10 days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, with the address of each shareholder and the
number and class and series, if any, of shares held by each shareholder. Such
list shall be kept on file at the registered office of the Corporation, at the
principal place of business of the Corporation or at the office of the transfer
agent or registrar of the Corporation for a period of 10 days prior to such
meeting and shall be available for inspection by any shareholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of any meeting of shareholders and shall be subject to
inspection by any shareholder at any time during the meeting.
(g) The original stock transfer books shall be prima facie evidence as
to the shareholders entitled to examine such list or stock transfer books or to
vote any meeting of shareholders.
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(h) If the requirements of Section 5(f) of this Article I have not been
substantially complied with, then, on the demand of any shareholder in person or
by proxy, the meeting shall be adjourned until such requirements are complied
with.
(i) If no demand pursuant to Section 5(h) of this Article I is made,
failure to comply with the requirements of this Section shall not affect the
validity of any action taken at such meeting.
(j) Section 5(g) of this Article I shall be operative only at such
time(s) as the Corporation shall have 6 or more shareholders.
SECTION 6. QUORUM
At any meeting of the shareholders of the Corporation, the presence, in
person or by proxy, of shareholders owning a majority of the issued and
outstanding shares of the capital stock of the Corporation entitled to vote
thereat shall be necessary to constitute a quorum for the transaction of any
business. If a quorum is present, the vote of a majority of the shares
represented at such meeting and entitled to vote on the subject matter shall be
the act of the shareholders. If there shall not be quorum at any meeting of the
shareholders of the Corporation, then the holders of a majority of the shares of
the capital stock of the Corporation who shall be present at such meeting, in
person or by proxy, may adjourn such meeting from time to time until holders of
all of the shares of the capital stock shall attend. At any such adjourned
meeting at which a quorum shall be present, any business may be transacted which
might have been transacted at the meeting as originally scheduled.
SECTION 7. PRESIDING OFFICER, ORDER OF BUSINESS
(a) Meetings of the shareholders shall be presided over by the Chairman
of the Board, or, if he or she is not present or there is no Chairman of the
Board, by the President or, if he or she is not present, by the senior Vice
President present or, if neither the Chairman of the Board, the President, nor a
Vice President is present, the meeting shall be presided over by a chairman to
be chosen by a plurality of the shareholders entitled to vote at the meeting who
are present, in person or by proxy. The presiding officer of any meeting of the
shareholders may delegate his or her duties and obligations as the presiding
officer as he or she sees fit.
(b) The Secretary of the Corporation, or, in his or her absence, an
Assistant Secretary shall act as Secretary of every meeting of shareholders, but
if neither the Secretary nor an Assistant Secretary is present, the presiding
officer of the meeting shall choose any person present to act as secretary of
the meeting.
(c) The order of business shall be as follows:
1. Call of meeting to order.
2. Proof of notice of meeting.
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3. Read minutes of last shareholders' meeting or a
waiver thereof
4. Reports of officers.
5. Reports of committees.
6. Election of directors.
7. Regular and miscellaneous business.
8. Special matters.
9. Adjournment.
(d) Notwithstanding the provisions of Section 7(c) of this Article I,
the order and topics of business to be transacted at any meeting shall be
determined by the presiding officer of the meeting in his or her sole
discretion. In no event shall any variation in the order of business or
additions and deletions from the order of business as specified in Section 7(c)
of this Article I invalidate any actions properly taken at any meeting.
SECTION 8. VOTING
(a) Unless otherwise provided for in the Articles of Incorporation,
each shareholder shall be entitled, at each meeting and upon each proposal to be
voted upon, to one vote for each share of voting stock recorded in his name on
the books of the Corporation on the record date fixed as provided for in Section
5 of this Article I.
(b) The presiding officer at any meeting of the shareholders shall have
the power to determine the method and means of voting when any matter is to be
voted upon. The method and means of voting may include, but shall not be limited
to, vote by ballot, vote by hand or vote by voice. No method of voting may be
adopted, however, which fails to take account of any shareholder`s right to vote
by proxy as provided for in Section 10 of this Article I. In no event may nay
method of voting be adopted which would prejudice the outcome of the vote.
SECTION 9. ACTION WITHOUT MEETING
(a) Any action required to be taken at any annual or special meeting of
shareholders of the Corporation, or any action which may be taken at any annual
or special meeting of such shareholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of a majority of the
Corporation's outstanding stock.
(b) In the event that the action to which the shareholders consent is
such as would have required the filing of a certificate under the Florida
General Corporation Act is such action had been voted on by shareholders at a
meeting thereof, the certificate filed under such other section shall state that
written consent has been given in accordance with the provisions of Section 9 of
this Article I.
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(c) If shareholder action is taken by written consent in lieu of
meeting signed by less than all of the Corporation's shareholders, then all non
participating shareholders shall be provided with written notice of the action
taken within 10 days after the date of the written instrument taking such
action.
(d) No action by written consent in lieu of meeting shall be valid if
it is in contravention of applicable proxy or informational rules adopted
pursuant to the Securities Exchange Act of 1934, as amended, including, without
limitation, the requirements of Section 14 thereof.
SECTION 10. PROXIES
(a) Every shareholder entitled to vote at a meeting of shareholders or
to express consent or dissent without a meeting, or his or her duly authorized
attorney-in-fact, may authorize another person or persons to act for him or her
by proxy.
(b) Every proxy must be signed by the shareholder or his or her
attorney-in-fact. No proxy shall be valid after the expiration of 11 months from
the date thereof unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the shareholder executing it, except as otherwise
provided in this Section 10.
(c) The authority of the holder of a proxy to act shall not be revoked
by the incompetence or death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of any adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of shareholders.
(d) Except when other provisions shall have been made by written
agreement between the parties, the record holder of shares held as pledges or
otherwise as security or which belong to another, shall issue to the pledgor or
to such owner of such shares, upon demand therefor and payment of necessary
expenses thereof, a proxy to vote or take other action thereon.
(e) A proxy which states that it is irrevocable is irrevocable when it
is held by any of the following or a nominee of any of the following: (i) a
pledgee; (ii) a person who has purchased or agreed to purchase the shares: (iii)
a creditor or creditors of the Corporation who extend or continue to extend
credit to the Corporation in consideration of the proxy, if the proxy states
that it was given in consideration of such extension or continuation of credit,
the amount thereof, and the name of the person extending or continuing credit;
(iv) a person who has contracted to perform services as an officer of the
Corporation, if a proxy is required by the contract of employment, if the proxy
states that it was given in consideration of such contract of employment and
states the name of the employee and the period of employment contracted for; and
(v) a person designated by or under an agreement as provided in Article XI
hereof.
(f) Notwithstanding a provision in a proxy stating that it is
irrevocable, the proxy becomes revocable after the pledge is redeemed, the debt
of the Corporation is paid, the period of
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employment provided for in the contract of employment has terminated, or the
agreement under Article XI hereof has terminated and, in a case provided for in
Section 10(e) (iii) or Section 10(e) (iv) of this Article I, becomes revocable
three years after the date of the proxy or at the end of the period, if any,
specified therein, whichever period is less, unless the period of irrevocability
of the proxy as provided in this Section 10. This Section 10(f) does not affect
the duration of a proxy under Section 10(b) of this Article I.
(g) A proxy may be revoked, notwithstanding a provision making it
irrevocable, by a purchaser of shares without knowledge of the existence of the
provisions unless the existence of the proxy and its irrevocability is noted
conspicuously on the face or back of the certificate representing such shares.
(h) If a proxy for the same shares confers authority upon two or more
persons and does not otherwise provide, a majority of such persons present at
the meeting, or if only one is present then that one, may exercise all the
powers conferred by the proxy. if the proxy holders present at the meeting are
equally divided as to the right and manner of voting in any particular case, the
voting of such shares shall be prorated.
(i) If a proxy expressly so provides, any proxy holder may appoint in
writing a substitute to act in his or her place.
(j) Notwithstanding anything in the Bylaws to the contrary, no proxy
shall be valid if it was obtained in violation of any applicable requirements of
Section 14 of the Securities Exchange Act of 1934, as amended, or the Rules and
Regulations promulgated thereunder.
SECTION 11. VOTING OF SHARES BY SHAREHOLDERS
(a) Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent, or proxy designated by the bylaws
of the corporate shareholder; or, in the absence of any applicable bylaw, by
such person as the board of directors of the corporate shareholder may
designate. Proof of such designation may be made by presentation of a certified
copy of the bylaws or other instrument of the corporate shareholder. In the
absence of any such designation, or in case of conflicting designation by the
corporate shareholder, the chairman of the board, president, any vice president,
secretary and treasurer of the corporate shareholder, in that order, shall be
presumed to possess authority to vote such shares.
(b) Shares held by an administrator, executor, guardian or conservator
may be voted by him or her, either in person or by proxy, without a transfer of
such shares into his or her name. Shares standing in the name of a trustee may
be voted as shares held by him or her without a transfer of such shares into his
name.
(c) Shares standing in the name of a receiver may be voted by such
receiver. Shares held by or under the control of a receiver but not standing in
the name of such receiver, may be voted by
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such receiver without the transfer thereof into his name if authority to do so
is contained in an appropriate order of the court by which such receiver was
appointed.
(d) A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee.
(e) Shares of the capital stock of the Corporation belonging to the
Corporation or held by it in a fiduciary capacity shall not be voted, directly
or indirectly, at any meeting, and shall not be counted in determining the total
number of outstanding shares.
ARTICLE II
DIRECTORS
SECTION 1. BOARD OF DIRECTORS, EXERCISE OF CORPORATE POWERS
(a) All corporate powers shall be exercised by or under the authority
of, and the business and affairs of the Corporation shall be managed under the
direction of, the Board of Directors except as may be otherwise provided in the
Articles of Incorporation or in Shareholder's Agreement. If any such provision
is made in the Articles of Incorporation or in Shareholder's Agreement, the
powers and duties conferred or imposed upon the Board of Directors shall be
exercised or performed to such extent and by such person or persons as shall be
provided in the Articles of Incorporation or Shareholders' Agreement.
(b) Directors need not be residents of this state or shareholders of
the Corporation unless the Articles of Incorporation so require.
(c) The Board of Directors shall have authority to fix the compensation
of directors unless otherwise provided in the Articles of Incorporation.
(d) A director shall perform his or her duties as a director, including
his or her duties as a member of any committee of the Board upon which he may
serve, in good faith, in a manner he or she reasonably believes to be in the
best interests of the Corporation, and with such care as an ordinarily prudent
person in a like position would use under similar circumstances.
(e) In performing his or her duties, a director shall be entitled to
rely on information, opinions, reports or statements, including financial
statements and other financial data, in each case prepared or presented by: (i)
one or more officers or employees of the Corporation whom the director
reasonably believes to be reliable and competent in the matters presented; (ii)
legal counsel, public accountants or other persons as to matters which the
director reasonably believes to be within such persons' professional or expert
competence; or (iii) a committee of the Board upon which he or she does not
serve, duly designated in accordance with a provision of the Articles of
Incorporation
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or these By-Laws, as to matters within its designated authority, which committee
the director reasonably believes to merit confidence.
(f) A director shall not be considered to be acting in good faith if he
or she has knowledge concerning the matter in question that would cause such
reliance described in Section 1(e) of this Article II to be unwarranted.
(g) A person who performs his or her duties in compliance with Section
1 of this Article II shall have no liability by reason of being or having been a
director of the Corporation.
(h) A director of the Corporation who is present at a meeting of the
Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless he or she votes against
such action or abstains from voting in respect thereto because of an asserted
conflict of interest.
SECTION 2. NUMBER, ELECTION, CLASSIFICATION OF DIRECTORS, VACANCIES
(a) The Board of Directors of this Corporation shall consist of not
less than one director. The Board shall have authority, from time to time, to
increase the number of directors or to decrease it to not less than one member,
provided that no decrease in the number of directors shall deprive a serving
director of the right to serve throughout the term of his or her election.
(b) Each person named in the Articles of Incorporation as a member of
the initial Board of Directors shall serve until his or her successor shall have
been elected and qualified or until his or her earlier resignation, removal from
office, or death.
(c) At the first annual meeting of shareholders and at each annual
meeting thereafter, the shareholders shall elect directors to hold office until
the next succeeding annual meeting, except in case of the classification of
director as permitted by the Florida General Corporation Act. Each Director
shall hold office for the term for which he or she is elected and until his or
her successor shall have been elected and qualified or until his or her earlier
resignation, removal from office, or death.
(d) The shareholders, by amendment to these Bylaws, may provide that
the directors be divided into not more than four classes, as nearly equal in
number as possible, whose terms of office shall respectively expire at different
times, but no such term shall continue longer than four years, and at least one
fourth of the directors shall be elected annually. If Directors are classified
and the number of directors is thereafter changed, any increase or decrease in
directorship shall be so apportioned among the classes as to make all classes as
nearly equal in number as possible.
(e) Any vacancy occurring in the Board of Directors, including any
vacancy created by reason of an increase in the number of directors, may be
filled only by the Board of Directors. A director elected to fill a vacancy
shall hold office only until the next election of directors by the shareholders.
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SECTION 3. REMOVAL OF DIRECTORS
At a meeting of shareholders called expressly for that purpose,
directors may be removed in the manner provided in this Section 3. Any director
or the entire Board of Directors may be removed, with or without cause, by the
vote of the holders of two-thirds of the shares then entitled to vote at an
election of directors.
SECTION 4. DIRECTOR QUORUM AND VOTING
(a) A majority of the directors fixed in the manner provided in these
Bylaws shall constitute a quorum for the transaction of business.
(b) A majority of the members of an Executive Committee or other
committee shall constitute a quorum for the transaction of business at any
meeting of such Executive Committee or other committee.
(c) The act of a majority of the directors present at a Board meeting
at which a quorum is present shall be the act of the Board of Directors.
(d) The act of a majority of the members of an Executive Committee
present at an Executive Committee meeting at which a quorum is present shall be
the act of the Executive Committee.
(e) The act of a majority of the members of any other committee present
at a committee meeting at which a quorum is present shall be the act of the
committee.
(f) Directors may, if not contrary to applicable law, vote either in
person or by proxy, provided that the proxy holder must be either another
director, an officer or a shareholder of the Corporation; however, any director
who elects to vote by proxy more than three times during any single fiscal year
shall, unless otherwise determined by the Board of Directors, be automatically
removed as a director.
SECTION 5. DIRECTOR CONFLICTS OF INTEREST
(a) No contract or other transaction between this Corporation and one
or more of its director or any other corporation, firm, association or entity in
which one or more of its directors are Directors or officers or are financially
interested shall be either void or voidable because of such relationship or
interest or because such director or directors are present at the meeting of the
Board of Directors or a committee thereof which authorizes, approves or ratifies
such contract or transaction or because their votes are counted for such
purpose, if:
(i) The fact of such relationship or interest is disclosed or
known to the Board of Directors or committee which authorizes, approves or
ratifies the contract or transaction by a vote
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or consent sufficient for the purpose without counting the votes or consents
of such interested directors; or
(ii) The fact of such relationship or interest is disclosed or
known to the shareholders entitled to vote and they authorize, approve or ratify
such contract or transaction by vote or written consent; or
(iii) The contract or transaction is fair and reasonable as to
the Corporation at the time it is authorized by the Board, a committee, or the
shareholders.
(b) Interested directors, whether or not voting, may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction.
SECTION 6. EXECUTIVE AND OTHER COMMITTEES, DESIGNATION, AUTHORITY
(a) The Board of Directors, by resolution adopted by the full Board of
Directors, may designate from among its directors an Executive Committee and one
or more other committees each of which, to the extent provided in such
resolution or in the Articles of Incorporation or these Bylaws, shall have and
may exercise all the authority of the Board of Directors, except that no such
committee shall have the authority to : (i) approve or recommend to shareholders
actions or proposals required by the Florida General Corporation Act to be
approved by shareholders; (ii) designate candidates for the office of director
for purposes of proxy solicitation or otherwise; (iii) fill vacancies on the
Board of Directors or any committee thereof; (iv) amend these Bylaws; (v)
authorize or approve the reacquisition of shares unless pursuant to a general
formula or method specified by the Board of Directors; or (vi) authorize or
approve the issuance or sale of, or any contract to issue or sell, shares or
designate the terms of a series of a class of shares, unless the Board of
Directors, having acted regarding general authorization for the issuance or sale
of shares, or any contract therefor, and, in the case of a series, the
designation thereof has specified a general formula or method by resolution or
by adoption of a stock option or other plan, authorized a committee to fix the
terms upon which such shares may be issued or sold, including, without
limitation, the price, the rate or manner of payment of dividends, provisions
for redemption, sinking fund, conversion, and voting or preferential rights, and
provisions for other features of a class of shares, or a series of a class of
shares, with full power in such committee to adopt any final resolution setting
forth all the terms of a series for filing with the Department of State under
the Florida General Corporation Act.
(b) The Board, by resolution adopted in accordance with Section 6(a) of
this Article II, may designate one or more directors as alternate members of any
such committee, who may act in the place and stead of any absent member or
members at any meeting of such committee.
(c) Neither the designation of any such committee, the delegation
thereto of authority, nor action by such committee pursuant to such authority
shall alone constitute compliance by a member of the Board of Directors, not a
member of the committee in question, with his responsibility
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to act in good faith, in manner he reasonably believes to be in the best
interests of the Corporation, and with such care as an ordinarily prudent person
in a like position would use under similar circumstances.
SECTION 7. PLACE, TIME, NOTICE AND CALL OF DIRECTORS' MEETING.
(a) Meetings of the Board of Directors, regular or special, may be held
either within or without the State of Florida.
(b) A regular meeting of the Board of Directors of the Corporation
shall be held for the election of officers of the Corporation and for the
transaction of such other business as may come before such meeting as promptly
as practicable after the annual meeting of the shareholders of this Corporation
without the necessity of notice other than this Bylaw. Other regular meetings of
the Board of Directors of the Corporation may be held at such places as the
Board of Directors of the Corporation may from time to time resolve without
notice other than such resolution. Special meetings of the Board of Directors
may be held at any time upon call of the Chairman of the Board of Directors or a
majority of the Directors of the Corporation, at such time and at such place as
shall be specified in the call thereof. Notice of any special meeting of the
Board of Directors must be given at least two days prior thereto, if by written
notice delivered personally; or at least five days prior thereto, if mailed; or
at least two days prior thereto, if by telegram; or at least two days prior
thereto, if by telephone. If such notice is given by mail, such notice shall be
deemed to have been delivered when deposited with the United States Postal
Service addressed to the business address of such Director with postage thereon
prepaid. If notice be given by telegram, such notice shall be deemed delivered
when the telegram is delivered to the telegraph company. If notice is given by
telephone, such notice shall be deemed delivered when the call is completed.
(c) Notice of a meeting of the Board of Directors need not be given to
any Director who signs a waiver of notice either before or after the meeting.
Attendance of a Director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a Director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.
(d) Neither the business to be transacted at, nor the purpose of, any
regular of special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
(e) A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the Board of Directors to another time and
place. Notice of any such adjourned meeting shall be given to the Directors who
were not present at the time of the adjournment and, unless the time and place
of the adjourned meeting are announced at the time of the adjournment, to the
other Directors.
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(f) Members of the Board of Directors may participate in a meeting of
such Board by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
SECTION 8. ACTION BY DIRECTORS WITHOUT A MEETING
(a) Any action required by the Florida General Corporation Act to be
taken at a meeting of the Directors of the Corporation, or any action which may
be taken at a meeting of the Directors or a committee thereof, may be taken
without a meeting if a consent in writing, setting forth the action so to be
taken, signed by all of the Directors, or all of the members of the committee,
as the case may be, and is filed in the minutes of the proceedings of the Board
or of the committee. Such consent shall have the same effect as a unanimous
vote.
(b) If not contrary to applicable law, directors may take action as the
Board of Directors or committees thereof through a written consent to action
signed by a number of directors sufficient to have carried a vote of the Board
of Directors or committee thereof with all members present and voting; provided,
that all directors not joining in such written instrument shall be deemed for
all purposes to have cast dissenting votes, and that all directors not parties
to such instrument shall receive written notice of all action taken through such
instrument within three days after such instrument shall have been subscribed by
the requisite number of directors required for such action.
SECTION 9. COMPENSATION
The Directors and members of the Executive and any other committee of
the Board of Directors shall be entitled to such reasonable compensation for
their services and on such basis as shall be fixed from time to time by
resolution of the Board of Directors. The Board of Directors and members of any
committee of that Board of Directors shall be entitled to reimbursement for any
reasonable expenses incurred in attending any Board or committee meeting. Any
Director receiving compensation under this Section shall not be prevented from
serving the Corporation in any other capacity and shall not be prohibited from
receiving reasonable compensation for such other services.
SECTION 10. RESIGNATION
Any Director of the Corporation may resign at any time by providing the
Board of Directors with written notice indicating the Director's intention to
resign and the effective date thereof.
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ARTICLE III
OFFICERS
SECTION 1. ELECTION, NUMBER, TERMS OF OFFICE
(a) The officers of the Corporation shall consist of a Chairman of the
Board, a Chief Executive officer, a President, a Chief Operating Officer, a
Chief Financial Officer, one or more Vice-Presidents, a Secretary and a
Treasurer, each of whom shall be elected by the Board of Directors at such time
and in such manner as may be prescribed by these Bylaws. Such other officers and
assistance officers and agents as may be deemed necessary may be elected or
appointed by the Board of Directors. The officers of the Corporation shall be
hereinafter collectively referred to as the "Officers."
(b) All officers and agents, as between themselves and the Corporation,
shall have such authority and perform such 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 not inconsistent with these Bylaws.
(c) Any two or more offices may be held by the same person, except for
the offices of President and Secretary.
(d) A failure to elect a Chairman of the Board, Chief Executive
Officer, President, Chief Operating Officer, Chief Financial Officer, a Vice
President, a Secretary or a Treasurer shall not affect the existence of the
Corporation.
SECTION 2. REMOVAL
An officer of the Corporation shall hold office until the election and
qualification of his successor; however, any Officer of the Corporation may be
removed from office by the Board of Directors whenever in its judgment the best
interests of the Corporation will be served thereby. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer shall not of itself create any contract
right to employment or compensation.
SECTION 3. VACANCIES
Any vacancy in any office from any cause may be filled for the
unexpired portion of the term of such office by the Board of Directors.
SECTION 4. POWERS AND DUTIES
(a) The Chairman of the Board of Directors shall preside over meetings
of the Board of Directors and the Shareholders. Unless a separate Chief
Executive Officer is elected, the Chairman
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shall exercise the powers hereafter granted to that office. Unless a Chairman of
the Board is specifically elected, the President shall be deemed to be the
Chairman of the Board.
(b) The Chief Executive Officer shall be the principal officer of the
Corporation to whom all other officers shall be subordinate. In the event no
Chief Executive Officer is separately elected, such office shall be assumed by
the Chairman of the Board, and if no such office has been filled, by the
President. Except where by law the signature of the President is required or
unless the Board of Directors shall rule otherwise, the Chief Executive Officer
shall possess the same power as the President to sign all certificates,
contracts and other instruments of the Corporation which may be authorized by
the Board of Directors.
(c) The Chief Operating Officer of the Corporation shall be responsible
for management of the day to day affairs of the Corporation, subject to
compliance with the directions of the Board of Directors and of the Chief
Executive Officer. He shall be responsible for the general day-to-day
supervision of the business and affairs of the Corporation. He shall sign or
countersign all certificates, contracts or other instruments of the Corporation
as authorized by the Board of Directors. He may, but need not, be a member of
the Board of Directors.
(d) Unless otherwise provided by specific resolution of the Board of
Directors, the President shall be the Chief Operating Officer of the
Corporation. In the absence of a separately elected or available Chief Executive
Officer or Chairman of the Board, the President shall be the Chief Executive
Officer of the Corporation and shall preside at all meetings of the shareholders
and the Board of Directors. He shall make reports to the Board of Directors. The
Board of Directors will at all times retain the power to expressly delegate the
duties of the President to any other Officer of the Corporation.
(e) The Chief Financial Officer shall be responsible for coordinating
all financial aspects of the Corporation's operations, including strategic
financial planning, supervision of the Corporation's Treasurer, Comptroller and
outside auditors. In the event an Audit Committee of the Board of Directors is
designated and serving, he shall be responsible for keeping such committee fully
and timely informed of all matters under its jurisdiction. In addition, the
Chief Financial Officer shall be responsible for overseeing preparation and
filing of all reports of the Corporation's activities required to be filed,
either periodically or on a special basis with the United States Internal
revenue Service and Securities and Exchange Commission and other federal and
state governmental agencies.
(f) The Vice President(s), if any, in the order designated by the Board
of Directors, shall exercise the functions of the President in the event of the
absence, disability, death, or refusal to act of the President. During the time
that any Vice President is properly exercising the functions of the President,
such Vice President shall have all the powers of and be subject to all
restrictions upon the President. Each Vice President shall have such other
duties as are assigned to him from time to time by the Board of Directors or by
the President of the Corporation.
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(g) The Secretary of the Corporation shall keep the minutes of the
meetings of the shareholders of the Corporation, and, unless provided otherwise
by the Chairman at any meeting of the Board of Directors, the Secretary shall
keep the minutes of the meetings of the Board of Directors of the Corporation.
The Secretary shall be the custodian of the minute books of the Corporation and
such other books and records of the Corporation as the Board of Directors of the
Corporation may direct. The Secretary of the Corporation shall have the general
responsibility for maintaining the stock transfer books of the Corporation, or
of supervising the maintenance of the stock transfer books of the Corporation by
the transfer agent, if any, of the Corporation. The Secretary shall be the
custodian of the corporate seal of the Corporation and shall affix the corporate
seal of the Corporation on contracts and other instruments as the Board of
Directors may direct. The Secretary shall perform such other duties as are
assigned to him from time by the Board of Directors or the President of the
Corporation.
(h) The Treasurer of the Corporation shall be directly subordinate to
the Chief Financial Officer. In the absence of a Chief Financial Officer, such
office shall be filled by the Treasurer. The Treasurer shall have custody of all
funds and securities owned by the Corporation. The Treasurer shall cause to be
entered regularly in the proper books of account of the Corporation full and
accurate accounts of the receipts and disbursements of the Corporation. The
Treasurer of the Corporation shall render a statement of the cash, financial and
other accounts of the Corporation whenever he is directed to render such a
statement by the Board of Directors or by the President of the Corporation. The
Treasurer shall at all reasonable times make available the Corporation's books
and financial accounts to any Director of the Corporation during normal business
hours. The Treasurer shall perform all other acts incident to the Office of
Treasurer of the Corporation, and he shall have such other duties as are
assigned to him from time to time by the Board of Directors or the President of
the Corporation.
(i) Other subordinate or assistant officers appointed by the Board of
Directors or by the President, if such authority is delegated to him by the
Board of Directors, shall exercise such powers and perform such duties as may be
delegated to them by the Board of Directors, the Chief Executive Officer or by
the President, as the case may be.
(j) In case of the absence or disability of any Officer of the
Corporation and of any person authorized to act in his place during such period
of absence or disability, the Board of Directors may from time to time delegate
the powers and duties of such Officer or any Director or any other person whom
it may select.
SECTION 5. SALARIES
The salaries of all Officers of the Corporation shall, except as
otherwise determined or required by an agreement entered into among all the
shareholders of the Corporation, be fixed by the Board of Directors. No Officer
shall be ineligible to receive such salary by reason of the fact that he is also
a Director of the Corporation and receiving compensation therefor.
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ARTICLE IV
LOANS TO EMPLOYEES AND OFFICERS,
GUARANTEE OF OBLIGATIONS OF EMPLOYEES AND OFFICERS
This Corporation may lend money to, guarantee any obligation of, or
otherwise assist any Officer or other employee of the Corporation or of a
subsidiary, including any Officer or employee who is a Director of the
Corporation or of a subsidiary, whenever, in the judgment of the Directors, such
loan, guarantee or assistance may reasonably be expected to benefit the
Corporation. The loan, guarantee or other assistance may be with or without
interest, and may be unsecured, or secured in such manner as the Board of
Directors shall approve including, without limitation, a pledge of shares of
stock of the Corporation. Nothing in this Articles shall be deemed to deny,
limit or restrict the powers of guarantee or warranty of this Corporation at
common law or under any statute.
ARTICLE V
STOCK CERTIFICATES, VOTING TRUSTS, TRANSFERS
SECTION 1. CERTIFICATES REPRESENTING SHARES
(a) Every holder of shares of this Corporation shall be entitled to one
or more certificates, representing all shares to which he is entitled and such
certificates shall be signed by the Chairman, Chief Executive Officer, the
President or a Vice President and the Secretary or an Assistant Secretary of the
Corporation and may be sealed with the seal of the Corporation or a facsimile
thereof. The signatures of the Chairman, the Chief Executive Officer, the
President or Vice President and the Secretary or Assistant Secretary may be
facsimiles if the certificate is manually signed on behalf of a transfer agent
or a registrar, other than the Corporation itself or an employee of the
Corporation. In case any Officer who signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such Officer before
such certificate is issued, it may be issued by the Corporation with the same
effect as if it were executed by the appropriate Officer at the date of its
issuance.
(b) Every certificate representing shares issued by this Corporation
shall, if shares are divided into one or more classes or series with differing
rights, state that the Corporation will furnish to any shareholder upon request
and without charge a full statement of: (i) the designations, preferences,
limitations, and relative rights of the shares of each class or series
authorized to be issued, and (ii) the variations in the relative rights and
preferences between the shares of each such series, if the Corporation is
authorized to issue any preferred or special class in series and 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.
(c) Every certificate representing shares which are restricted as to
sale, disposition or other transfer (including restrictions based on federal or
state securities and other laws) shall state that such shares are restricted as
to transfer and shall set forth or fairly summarize upon the certificate,
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or shall state that the Corporation will furnish to any shareholder upon request
and without charge a full statement of, such restrictions.
(d) Each certificate representing shares shall state upon the face
thereof: (i) the name of the Corporation; (ii) that the Corporation is organized
under the laws of the State of Nevada; (iii) the name of the person or persons
to whom issued; (iv) the number and class of shares, and the designation of the
series, if any, which such certificate represents; and (v) the par value of each
share represented by such certificate, or a statement that the shares are
without par value.
(e) No certificate shall be issued for any shares until they are fully
paid for.
SECTION 2. TRANSFER BOOKS
The Corporation shall keep at its registered office or principal place
of business or in the office of its transfer agent or registrar, a book (or
books where more than one kind, class, or series of stock is outstanding) to be
known as the Stock Book, containing the names, alphabetically arranged,
addresses and Social Security numbers of every shareholder and the number of
shares each kind, class or series of stock held of record. Where the Stock Book
is kept in the office of the transfer agent, the Corporation shall keep at its
office in the State of Florida copies of the stock lists prepared from said
Stock Book and sent to it from time to time by said transfer agent. The Stock
Book or stock lists shall show the current status of the ownership of shares of
the Corporation provided that, if the transfer agent of the Corporation be
located elsewhere, a reasonable time shall be allowed for transit or mail.
SECTION 3. TRANSFER OF SHARES
(a) The name(s) and address(es) of the person(s) to whom shares of
stock of this Corporation are issued, shall be entered on the Stock Transfer
Books of the Corporation, with the number of shares and date of issue.
(b) Transfer of shares of the Corporation shall be made on the Stock
Transfer Books of the Corporation by the Secretary or the transfer agent,
subject to compliance with any restrictions specified on such certificate, only
when the holder of record thereof or the legal representative of such holder of
record or the attorney-in-fact of such holder of record, authorized by power of
attorney duly executed and filed with the Secretary or transfer agent of the
Corporation, shall surrender the Certificate representing such shares for
cancellation. Lost, destroyed or stolen Stock Certificates shall be replaced
pursuant to Section 5 of this Article V.
(c) The person or persons in whose names shares stand on the books of
the Corporation shall be deemed by the Corporation to be the owner of such
shares for all purposes, except as otherwise provided pursuant to Sections 10
and 11 of Article I, or Section 4 of Article V.
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(d) Shares of the Corporation capital stock shall be freely
transferable without the required Board of Directors' consent, unless such
consent requirement has been imposed pursuant to a binding written contract
subscribed to by the holder or his or her predecessor in interest.
SECTION 4. VOTING TRUSTS
(a) Any number of shareholders of the Corporation may create a voting
trust for the purpose of conferring upon a trustee or trustees the right to vote
or otherwise represent their shares, for a period not to exceed ten years, by:
(i) entering into a written voting trust agreement specifying the terms and
conditions of the voting trust; (ii) depositing a counterpart of the agreement
with the Corporation at its registered office; and (iii) transferring their
shares to such trustee or trustees for the purposes of this Agreement. Prior to
the recording of the agreement, the shareholder concerned shall render the stock
certificate(s) described therein to the Corporate Secretary who shall note on
each certificate:
"This Certificate is subject to the provisions of a voting
trust agreement dated _________________, recorded in Minute
Book _________________, of the Corporation.
-------------------------
Secretary
(b) Upon the transfer of such shares, voting trust certificates shall
be issued by the trustee or trustees to the shareholders who transfer their
shares in trust. Such trustee or trustees shall keep a record of the holders of
voting trust certificates evidencing a beneficial interest in the voting trust,
giving the names and addresses of all such holders and the number and class or
the shares in respect of which the voting trust certificates held by each are
issued, and shall deposit a copy of such record with the Corporation at its
registered office.
(c) The counterpart of the voting trust agreement and the copy of such
record so deposited with the Corporation shall be subject to the same right of
examination by a shareholder of the Corporation, in person or by agent or
attorney, as are the books and records of the Corporation, and such counterpart
and such copy of such record shall be subject to examination by any holder of
record of voting trust certificates either in person or by agent or attorney, at
any reasonable time for any proper purpose.
(d) At any time before the expiration of a voting trust agreement as
originally fixed or as extended one or more times under this Section 4(d), one
or more holders of voting trust certificates may, by agreement in writing,
extend the duration of such voting trust agreement, nominating the same or
substitute trustees, for an additional period not exceeding 10 years. Such
extension agreement shall not affect the rights or obligations or persons not
parties to the agreement, and such persons shall be entitled to remove their
shares from the trust and promptly to have their stock certificates reissued
upon the expiration of the original term of the voting trust agreement. The
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extension agreement shall in every respect comply with and be subject to all the
provisions of this Section 4, applicable to the original voting trust agreement
except that the 10 year maximum period of duration shall commence on the date of
adoption of the extension agreement.
(e) The trustees under the terms of the agreements entered into under
the provisions of this Section 4, shall not acquire the legal title to the
shares but shall be vested only with the legal right and title to the voting
power which is incident to the ownership of the shares.
(f) Notwithstanding generally applicable prohibitions against a
corporation's voting of treasury stock, if the Corporation is the trustee under
a voting trust, it shall have full authority to vote such shares in accordance
with the terms of the voting trust agreement, even if such agreement vests
absolute and unfettered voting discretion in the trustee and notwithstanding
that the voting trust was created at the prompting or direction of the
Corporation, its officers or directors.
SECTION 5. LOST, DESTROYED, OR STOLEN CERTIFICATES
No Certificate representing shares of stock in the Corporation shall be
issued in place of any Certificate alleged to have been lost, destroyed, or
stolen except on production of evidence, satisfactory to the Board of Directors,
of such loss, destruction or theft, and, if the Board of Directors so requires,
upon the furnishing of an indemnity bond in such amount (but not to exceed twice
the fair market value of the shares represented by the Certificate) and with
such terms and with such surety as the Board of Directors may, in its
discretion, require.
ARTICLE VI
BOOKS AND RECORDS
(a) The Corporation shall keep correct and complete books and records
of account and shall keep minutes of the proceedings of its shareholders, Board
of Directors and committees of Directors.
(b) Any books, records and minutes may be in written form or in any
other form capable of being converted into written form within a reasonable
time.
(c) Any person who shall have been a holder of record of shares, or the
holder of record of voting trust certificates for, at least five percent of the
outstanding shares of any class or series of the Corporation, upon written
demand stating the purpose thereof, shall; subject to the qualifications
contained in subsection (d) hereof, have the right to examine, in person or by
agent or attorney, at any reasonable time or times, for any purpose, its
relevant books and records of account, minutes and records of shareholders and
to make extracts therefrom.
(d) No shareholder who within two years has sold or offered for sale
any list of shareholders or of holders of voting trust certificates for shares
of this Corporation or any other
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corporation; has aided or abetted any person in procuring any list of
shareholders or of holders of voting trust certificates for any such purpose; or
has improperly used any information secured through any prior examination of the
books and records of account, minutes, or record of shareholders or of holders
of voting trust certificates for shares of the Corporation of any other
corporation; shall be entitled to examine the documents and records of the
Corporation as provided in Section (c) of this Article VI. No shareholder who
does not act in good faith or for a proper purpose in making his demand shall be
entitled to examine the documents and records of the Corporation as provided in
Section (c) of this Article VI.
(e) Unless modified by resolution of the Shareholders, this Corporation
shall prepare not later than four months after the close of each fiscal year:
(i) A balance sheet showing in reasonable detail the financial
conditions of the Corporation as of the date of the close of its fiscal year.
(ii) A Profit and Loss statement showing the results of its
operation during its fiscal year.
(f) Upon the written request of any shareholder or holder of voting
trust certificates for shares of the Corporation, the Corporation shall mail to
such shareholder or holder of voting trust certificates a copy of its most
recent balance sheet and profit and loss statement.
(g) Such balance sheets and profit and loss statements shall be filed
and kept for at least five years in the registered office of the Corporation in
the State of Florida and shall be subject to inspection during business hours by
any shareholder or holder of voting trust certificates, in person or by agent.
ARTICLE VII
DIVIDENDS
The Board of Directors of the Corporation may, from time to time,
declare, and the Corporation may pay dividends on its own shares, except when
the Corporation is insolvent or when the payment thereof would render the
Corporation insolvent, subject to the following provisions:
(a) Dividends in cash or property may be declared and paid, except as
otherwise provided in this Article VII, only out of the unreserved and
unrestricted earned surplus of the Corporation or out of capital surplus,
however arising, but each dividend paid out of capital surplus shall be
identified as a distribution of capital surplus, and the amount per share paid
from such capital surplus shall be disclosed to the shareholders receiving the
same concurrently with the distribution.
(b) If the Corporation shall engage in the business of exploiting
natural resources or other wasting assets and if the Articles of Incorporation
so provide, dividends may be declared and paid
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in cash out of depletion or similar reserves, but each such dividend shall be
identified as distribution of such reserves and the amount per share paid from
such reserves shall be disclosed to the shareholders receiving the same
concurrently with the distribution thereof.
(c) Dividends may be declared and paid in the Corporation's treasury
shares.
(d) Dividends may be declared and paid in the Corporation's authorized
but unissued shares, out of any unreserved and unrestricted surplus of the
Corporation, upon the following conditions:
(i) If a dividend is payable in the Corporations' own shares
having a par value, such shares shall be issued at not less than the par value
thereof and there shall be transferred to stated capital at the time such
dividend is paid an amount of surplus equal to the aggregate par value of the
shares to be issued as a dividend.
(ii) If a dividend is payable in the Corporations' own shares
without par value, such shares shall be issued at a stated value fixed by the
Board of Directors by resolution adopted at the time such dividend is declared,
and there shall be transferred to stated capital at the time such dividend is
paid an amount of surplus equal to the aggregate stated value so fixed and the
amount per share so transferred to stated capital shall be disclosed to the
shareholders receiving such dividend concurrently with the payment thereof.
(e) No dividend payable in shares of any class shall be paid to the
holders of shares of any other class unless the Articles of Incorporation so
provide or such payment is authorized by the affirmative vote or the written
consent of the holders of at least a majority of the outstanding shares of the
class which the payment is to be made.
(f) A split or division of the issued shares of any class into a
greater number of shares of the same class without increasing the stated capital
of the Corporation shall not be construed to be a stock dividend within the
meaning of this Article VII.
ARTICLE VIII
SEAL
The Board of Directors shall adopt a Corporate Seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation,
the state of incorporation and the year of incorporation.
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ARTICLE IX
INDEMNIFICATION
This Corporation may, in its discretion, indemnify any director,
officer, employee, or agent in the following circumstances and in the following
manner:
(a) The Corporation may indemnify any person who was or is a part, or
is threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by, or in the right of, the Corporation) by
reason of the fact that he is or was a director, officer, employee, or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys' fees
at all trial and appellate levels), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding, including any appeal thereof, if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonable believed to be in, or not opposed to, the best
interests of the Corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) The Corporation may indemnify any person who was or is a party, or
is threatened to be made a party to any threatened, pending, or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee, or agent
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of the Corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise against expenses (including attorneys' fees at all trial and
appellate levels), actually and reasonable incurred by him in connection with
the defense of settlement of such action or suit, including any appeal thereof,
if he acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interest of the Corporation, except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless, and only to
the extent that, the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is rarely and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
(c) To the extent that a Director, Officer, employee, or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in Sections (a) or (b) of this Article
IX, or in defense of any claim, issue, or matter therein, shall be
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indemnified against expenses (including attorneys' fees at trial and appellate
levels) actually and reasonably incurred by him in connection therewith.
(d) Any indemnification under Sections (a) or (b) of this Article IX,
unless pursuant to a determination by a court, shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections (a) or (b) or this Article IX. Such determination shall initially be
made by the Board of Directors by a majority vote of a quorum consisting of
Directors who were not parties to such action, suit, or proceeding. If the Board
of Directors shall, for any reason, decline to make such a determination, then
such determination shall be made by the shareholders by a majority vote of a
quorum consisting of shareholders who were not parties to such action, suit or
proceeding; provided, however, that a determination made by the Board of
Directors pursuant to this Section may be appealed to the shareholders by the
party seeking indemnification or any party entitled to call a special meeting of
the shareholders pursuant to Section 2 of Article I and, in such case, the
determination made by the majority vote of a quorum consisting of shareholders
who were not parties to such action, suit, or proceeding shall prevail over a
contrary determination of the Board of Directors pursuant to this Section.
(e) Expenses (including attorneys' fees at all trial and appellate
levels) incurred in defending a civil or criminal action, suit or proceeding may
be paid by the Corporation in advance of the final disposition of such action,
suit or proceeding upon a preliminary determination following one of the
procedures set forth in this Article IX, that a Director, Officer, employee or
agent met the applicable standard of conduct set forth in this Article IX, and
upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount, unless it shall ultimately be determined
that he is entitled to be indemnified by the Corporation as authorized in this
section.
(f) The Corporation may make any other or further indemnification,
except an indemnification against gross negligence or willful misconduct, under
any agreement, vote of shareholders or disinterested Directors or otherwise,
both as to action in the indemnified party's official capacity and as to action
in another capacity while holding such office.
(g) Indemnification as provided in this Article IX may continue as to a
person who has ceased to be a director, officer, employee or agent and may inure
to the benefit of the heirs, executors and administrators of such a person upon
a proper determination initially made by the Board of Directors by a majority
vote of a quorum consisting of Directors who were not parties to such action,
suit, or proceeding. If the Board of Directors shall, for any reason, decline to
make such a determination, then such determination may be made by the
shareholders by a majority vote of a quorum consisting of shareholders who were
not parties to such action, suit or proceeding; provided, however, that a
determination made by the Board of Directors pursuant to this Section may be
appealed to the shareholders by the party seeking indemnification or his
representative or by any party entitled to call a special meeting of the
shareholders pursuant to Section 2 or Article I and in such case, the
determination made by the majority vote of quorum consisting of shareholders who
were
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<PAGE>
not parties to such action, suit, or proceeding shall prevail over a contrary
determination of the Board of Directors pursuant to this Section (g).
(h) The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article IX.
(i) If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or action by the shareholders or
by an insurance carrier pursuant to insurance maintained by the Corporation, the
Corporation shall, not later than the time of delivery to shareholders or
written notice of the next annual meeting of shareholders unless such meeting is
held within three months from the date of such payment, and, in any event,
within 15 months from the date of such payment, deliver either personally or by
mail to each shareholder of record at the time entitled to vote for the election
of Directors a statement specifying the persons paid, the amount paid, and the
nature and status at the time of such payment of the litigation of threatened
litigation.
(j) This Article IX shall be interpreted to permit indemnification to
the fullest extent permitted by law. If any part of this Article shall be found
to be invalid or ineffective in any action, suit of proceeding, the validity and
effect of the remaining part thereof shall not be affected. The provisions of
this Article IX shall be applicable to all actions, claims, suits, or
proceedings made or commenced after the adoption hereof, whether arising from
acts or omissions to act occurring before or after its adoption.
ARTICLE X
AMENDMENT OF BYLAWS
The Board of Directors shall have the power to amend, alter, or repeal
these Bylaws, and to adopt new Bylaws.
ARTICLE XI
FISCAL YEAR
The Fiscal Year of this Corporation shall be determined by the Board of
Directors.
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<PAGE>
ARTICLE XII
MEDICAL REIMBURSEMENT
SECTION 1. BENEFITS
The Corporation may, subject to approval of the Board of Directors
reimburse all employees for expenses incurred by themselves and their
dependents, as defined in Section 152 of the Internal Revenue Code of 1954, as
amended (the "IRC"), for medical care, as defined in IRC Section 213(e) or any
successor section thereto, subject to the conditions and limitations hereinafter
set forth.
It is the intention of the Corporation that the benefits payable to
employees hereunder will be excluded from their gross income pursuant IRC
Section 105 or any successor section thereto.
SECTION 2. EMPLOYEES DEFINED
The term "employees" as used in this medical expense plan is hereby
defined to include all individuals employed by the corporation except the
following:
(a) Employees who have not completed three months of service as is
provided in IRC Section 105(h)(3) (b)(i), or any successor section thereto;
(b) Employees who have not attained the age of 25 years;
(c) Employees who are part-time or seasonal as is defined in IRC
Section 105(h)(3)(B)(iii) or any successor section thereto;
(d) Employees who are included in a unit of employees covered by an
agreement between employee representatives and one or more employers found to be
a collective bargaining agreement; where accident and health benefits were the
subject of good faith bargaining between such employee representatives and such
employer(s) as is defined in IRC Section 105(h)(3)(B)(iv) or any successor
section thereto;
(e) Employees who are nonresident aliens and who receive no earned
income from the employer which constitutes income from sources within the United
States as is further defined in IRC Section 105(h)(5)(B)(v) or any successor
section thereto.
SECTION 3. LIMITATIONS
(a) The Corporation will reimburse any employee no more than $5,000.00
in any fiscal year for medical care expenses;
(b) Reimbursement or payment provided under this plan will be made by
the Corporation only in the event and to the extent that such reimbursement or
payment is not provided under any
26
<PAGE>
insurance policy(ies), whether owned by the Corporation or the employee, or
under any other health and accident or wage continuation plan;
(c) In the event that there is such an insurance policy or plan in
effect providing for reimbursement in whole or in part, then to the extent of
the coverage under such policy or plan, the Corporation will be relieved of any
and all liability hereunder.
SECTION 4. SUBMISSION OF PROOF
Any employee applying for reimbursement under this plan will submit to
the Corporation, at least quarterly, all bills for medical care, including
premium notices for accident or health insurance, for verification by the
Corporation prior to payment. Failure to comply herewith, may at the discretion
of the Board of Directors, terminate such employee's right to said
reimbursement.
SECTION 5. DISCONTINUATION
This plan will be subject to termination at any time by vote of the
Board of Directors; provided, however, that medical care expenses incurred prior
to such termination will be reimbursed or paid in accordance with the terms of
this plan.
SECTION 6. DETERMINATION
The Chief Executive Officer will determine all questions arising from
the administration and interpretation of the Plan except where reimbursement is
claimed by the President. In such case determination will be made by the Board
of Directors.
* * *
The Undersigned, being the duly elected and acting secretary of the Corporation,
hereby certifies that the foregoing constitute the validly adopted and true
Bylaws of the Corporation, as of the date set forth below.
FIRST FLORIDA COMMUNICATIONS, INC.
Dated: _________________ _____________________________
Secretary
(Corporate Seal)
27
EXHIBIT 4.1
[STOCK CERTIFICATE]
NUMBER PAR VALUE $.0001 SHARES
- - ------------- --------------
- - ------------- FIRST FLORIDA --------------
COMMUNICATIONS, INC.
INCORPORATED UNDER THE LAW OF THE STATE OF FLORIDA
COMMON STOCK CUSIP 32026P 20 6
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFIES THAT
Is the owner of
Fully Paid and Non-Assessable Shares of Common Stock of First Florida
Communications, Inc., transferable only on the books of the Corporation
by the holder hereof in person or by duly authorized attorney upon
surrender of this Certificate properly endorsed. This Certificate is
not valid unless countersigned and registered by the Transfer Agent and
Registrar.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Date [SEAL]
------------------ ---------------
President Director
================================================================================
Countersigned: Florida Atlantic Stock Transfer, Inc. 7130 Nob Hill Road
Tamarac, FL 33321 Transfer agent
<PAGE>
The following abbreviation, 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.........
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with right Act .........................
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
For value received, ____________________________, hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________
_________________________________________
________________________________________________________________________________
Please print or typewrite name and address including postal zip code of assignee
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Shares of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
________________________________________________________________________________
Attorney to transfer the said stock on the books ***
