U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from May 1, 1998 to June 30, 1998.
Commission file number 0-21853
CADAPULT GRAPHIC SYSTEMS, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 87-0413539
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
110 Commerce Drive, Allendale, New Jersey 07401
(Address of principal executive offices)
201-236-1100
(Issuer's telephone number)
Seafoods Plus, Ltd.
5525 South 900 East, Suite 110, Salt Lake City, Utah 84117
December 31
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes x No____
As of August 26, 1998, the registrant had 2,811,518 shares of common stock,
par value $.001 per share, outstanding.
Transitional Small Business Disclosure Format (check one): Yes____ No _x_
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
INDEX TO FINANCIAL STATEMENTS
Consolidated Balance Sheet as of June 30, 1998 (unaudited)
and April 30, 1998........................................................3
Consolidated Statements of Operations for the Two Months Ended
June 30, 1998 and 1997 (unaudited)........................................4
Consolidated Statement of Changes in Shareholder's Equity for
the Two Months Ended June 30, 1998 (unaudited)............................5
Consolidated Statements of Cash Flows for the Two Months
Ended June 30, 1998 and 1997 (unaudited)..................................6
Notes to Consolidated Financial Statements.....................................7
2
<PAGE>
Cadapult Graphic Systems, Inc. and Subsidiaries
Consolidated Balance Sheets
<TABLE>
<CAPTION>
ASSETS June 30, 1998 (Unaudited) April 30, 1998
<S> <C> <C>
CURRENT ASSET
Cash $ 22,820 $ 382,568
Accounts Receivable, less allowance for doubtful acounts of $22,500 1,653,624 1,114,978
Attorney Escrow Account 320,000 -
Inventories 1,057,084 779,927
Prepaid and refundable income taxes 46,295 46,295
Prepaid expenses and other current assets 38,591 50,446
------------------------- --------------
Total Current Assets 3,138,414 2,374,214
PROPERTY AND EQUIPMENT, NET 232,024 241,416
OTHER ASSETS:
Goodwill and other intangible assets 410,195 415,797
Security Deposits 31,343 31,343
------------------------- --------------
441,538 447,140
TOTAL ASSETS $ 3,811,976 $ 3,062,770
========================= ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Note payable to bank $ 695,000 $ 1,000,000
Current maturities of long-term debt 89,220 89,136
Accounts Payable 1,936,974 1,025,775
Accrued Expenses and other current liabilities 131,510 173,481
Due to officer 20,000 20,000
Deferred Revenue 144,600 156,348
Deferred income taxes - 10,000
------------------------- --------------
3,017,304 2,474,740
OTHER LIABILITIES
Long-term debt, less current maturities 156,990 171,897
Notes payable to related party 20,832 70,832
------------------------- -------------
177,822 242,729
COMMITMENTS
SHAREHOLDERS EQUITY
Common Stock, .001 par value, Authorized 50,000,000 shares, issued 2,583,500 in 2,583 1,650
June and 1,650,000 in April
Additional paid-in capital 423,167 43,650
Retained Earnings 191,100 300,001
------------------------- ---------------
Total Shareholder's equity 616,850 345,301
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,811,976 $ 3,062,770
=========================== ===============
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
Cadapult Graphic Systems, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Two Months Ended June 30,
1998 1997
---------------------- -------------------
<S> <C> <C>
NET SALES $ 1,623,754 $ 821,633
------------------ --------------
COSTS AND EXPENSES:
Cost of sales 1,237,942 614,582
Selling, general and administrative expenses 482,819 377,527
------------------ --------------
LOSS FROM OPERATIONS (97,007) (170,476)
INTEREST EXPENSE 21,894 6,316
------------------ --------------
LOSS BEFORE INCOME TAXES (CREDITS) (118,901) (176,792)
INCOME TAX (CREDITS):
Current - (25,000)
Deferred (10,000) (22,800)
------------------ ---------------
(10,000) (47,800)
NET LOSS $ (108,901) $ (128,992)
================== ================
WEIGHTED AVEERAGE COMMON SHARES OUTSTANDING 1,799,940 1,587,220
================== ================
NET LOSS PER COMMON SHARE - BASIC AND DILUTED $ (0.06) $ (0.08)
================== ================
</TABLE>
See accompanying notes to consilidated financial statements.
4
<PAGE>
Cadapult Graphic Sytems, Inc. and Subsidiaries
Consolidated Statement of Changes in Shareholders' Equity
For the Two Months Ended June 30, 1998
(Unaudited)
Common Stock
<TABLE>
<CAPTION>
Additional Total
Paid-in Retained Shareholders'
Shares Amount Capital Earnings equity
--------- ---------- ----------- -------- ------------
<S> <C> <C> <C> <C> <C>
BALANCES, APRIL 30, 1998 1,650,000 $ 1,650 $ 43,650 $ 300,001 $ 345,301
YEAR ENDED JUNE 30, 1998
Sale of Common Stock and shares
to be issued through
Private Placement 256,000 256 319,744 - 320,000
Issuance of Common Stock to
former Seafoods
Plus Ltd. Shareholders in exchange
for net assets 571,450 571 (571) - -
Issuance of Common Stock for
services 66,068 66 10,384 - 10,450
Issuance of Common Stock upon
conversion of note payable to related
party 40,000 40 49,960 - 50,000
Net loss - - - (108,901) (108,901)
--------- ---------- ----------- ------------- ------------
BALANCES, JUNE 30, 1998 2,583,518 $ 2,584 $ 423,167 $ 191,100 $ 616,850
========= ========== =========== ============ ==========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
Cadapult Graphic Systems, Inc. and Subsidiaries
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
------------------ ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (108,901) $ (128,992)
Adjustments to reconcile net loss to net cash flows from operating activities
Depreciation and amortization 19,063 -
Deferred income taxes (10,000) (22,800)
Common Stock issued for services 10,450 -
Changes in operating assets and liabilities:
Accounts receivable (538,646) 456,899
Inventories (277,157) (190,085)
Prepaid and refundable income taxes - (25,000)
Prepaid expenses and other current assets 11,855 (1,338)
Security deposits - (6,000)
Accounts payable 911,199 (23,127)
Accrued expenses and other current liabilities (41,971) 4,662
Deferred revenu (11,748) 64,918
------------------ ----------------
Net Cash flows from operating activities (35,856) 129,138
------------------ ----------------
CASH FLOWS FROM INVESTING ACTIVITIES -
Purchases of property and equipment (4,069) (9,769)
CASH FLOWS FROM FINANCING ACTIVITIES: ------------------ ----------------
Note payable to bank (305,000) 100,000
Payments on long term debt (14,823) (2,017)
Advances from officer - 40,000
Sale of common stock - 30,000
------------------ ----------------
Net cash flows from financing activities (319,823) 167,983
------------------ ----------------
NET CHANGE IN CASH (359,748) 287,351
CASH, BEGINNING OF PERIOD 382,568 30,444
CASH, END OF PERIOD $ 22,820 $ 317,795
=========== ==============
SUPPLEMENTAL, CASH FLOW INFORMATION:
Interest paid $ 21,894 $ 6,316
============= ================
Income taxes paid - -
============== ================
Proceeds from issuance of Common Stock in Escrow $ 320,000 $ -
============== ================
Issuance of Common Stock upon conversion of Note payable to related party $ 50,000 $ -
============== ================
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
CADAPULT GRAPHIC SYSTEMS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE I - BASIS OF PRESENTATION:
The consolidated balance sheet as of April 30, 1998 has been derived from
the audited balance sheet that will be included in the Company's Form 8K/A
to be filed on or about August 31, 1998 and is presented for comparative
purposes. All other financial statements are unaudited. All material
intercompany accounts and transactions have been eliminated. In the opinion
of management, all adjustments, which include only normal recurring
adjustments necessary to present fairly the financial position, results of
operations and cash flows for all periods presented, have been made. The
results of operations for interim periods are not necessarily indicative of
the operating results for the full year.
Footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted
in accordance with the published rules and regulations of the Securities
and Exchange Commission. These financial statements should read in
conjunction with the financial statements and notes thereto included in the
Company's 8K/A.
NOTE 2 - ORGANIZATION AND NATURE OF BUSINESS:
Pursuant to an Agreement and Plan of Reorganization dated June 5, 1998 (the
"Plan"), between the Registrant; Cadapult Graphic Systems, Inc., a New
Jersey corporation ("Cadapult"); all of the stockholders of Cadapult (the
"Cadapult Stockholders"); Jenson Services, Inc., a Utah corporation
("Jenson Services"); and Duane S. Jenson and Jeffrey D. Jenson
(collectively, the "Jensons"), the Cadapult Stockholders became the
controlling stockholders of the Registrant in a transaction viewed as a
reverse acquisition, and Cadapult became a wholly-owned subsidiary of the
Registrant. The Plan was treated as a recapitalizafion of Cadapult for
accounting purposes, and the closing date of the Plan was June. 18, 1998.
The historical financial statements of Seafoods Plus Ltd. prior to the
merger will no longer be reported, as Cadapult's financial statements are
now considered the financial statements of the ongoing reporting entity.
On August 10, 1998, the shareholders approved an amendment to the
Certificate of Incorporation of the Company to change the Company's name
from Seafoods Plus Ltd. to Cadapult Graphic Systems, Inc. The shareholders
also approved the reincorporation of the Company as a Delaware corporation
and a related Agreement and Plan of Merger pursuant to which the Company
will be merged into a wholly-owned Delaware subsidiary. The Board of
Directors of the Company and its New Jersey Subsidiary have authorized a
Parent/Subsidiary merger of the two companies.
7
<PAGE>
On June 24, 1998 the Company elected to change its fiscal year from a
December 31 year end to a June 30 year end. The transition period is
included herein.
The Company is engaged in the business of providing computer graphics
systems, peripherals, supplies, training and service to graphics
professionals. The Company is a value-added dealer of computer graphics
equipment and supplies, including animation and design software and
workstations, publishing software and workstations, file servers, networks,
color scanners and color printers and copiers. The Company's markets
include advertising and marketing companies, printers, quick print shops,
services bureaus, animators and industrial designers, as well as the broad
market for color printers.
NOTE 3 - PRIVATE PLACEMENT
In August 1998, the Company completed a private placement through the sale
of 524,000 shares of its Common stock for $655,000. Expenses associated
with the private placement are estimated at $35,000, providing the Company
with net proceeds of $620,000.
8
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
The following discussion and analysis should be read in conjunction with the
information set forth in the unaudited financial statements and notes thereto,
included elsewhere herein, and the audited financial statements and the notes
thereto, included in the Form 8K/A, to be filed on or about August 31, 1998.
Results of Operations
For the Two Months Ended June 30, 1998 and 1997
Sales. Consolidated sales for the two months ended June 30, 1998 compared to the
same period in 1997, increased approximately 100% to $1,623,754 from $821,633.
This increase was due to additional sales of $238,877 generated from the
acquisition of BBG Technologies, which was completed in March 1998, and from
increased sales to existing and new customers. The revenue mix in 1998 between
systems, supplies and services has remained comparable to the same period in
1997.
Cost of Sales. Cost of Sales for the two months ended June 30, 1998 were
$1,237,942, or approximately 76% of sales, as compared to $614,582 or
approximately 75% of sales for the comparable period in 1997. The Cost of
Revenues in 1998 have remained consistent from the same period in 1997, along
with the revenue mix.
Selling, General and Administrative. For the two months ended June 30, 1998,
Selling, General and Administrative expenses increased to $482,819 from
$377,527, which represents a drop to 30% of sales from 46% of sales. The dollar
increase in 1998 is due mainly to an increase in legal, accounting and
consulting fees associated with the merger and being a publicly held company,
and to amortization of goodwill resulting from the acquisition of BBG
Technologies in March 1998. The percentage decrease can be attributed to the
increase in sales as described above.
Interest Expense. For the two months ended June 30, 1998, Interest expense
increased to $21,894 from $6,316. The increase in 1998 is due primarily to the
increase in borrowing due to the acquisition of BBG Technologies in March 1998.
Income Taxes. For the two months ended June 30, 1998, the Company has not
recorded a tax benefit of a net operating loss carryforward due to the
uncertainty of its future utilization. For the two months ended June 1997, the
Company was able to carry back its net operating losses.
Net Loss. For the two month period ended June 30, 1998, the Company incurred a
net loss of $108,901 or $0.06 per share as compared to a net loss of $128,992 or
$0.08 per share for the corresponding two month period ended June 30, 1997.
9
<PAGE>
Liquidity and Capital Resources
The Company has an agreement with a bank under which it can borrow up to
$1,200,000 under a revolving line of credit, subject to availability of
collateral. Borrowings bear interest at 1% over the bank's base rate, are
payable on demand and are collateralized by all assets of the Company. As of
June 30, 1998 the Company had used $695,000 of this line.
Through August of 1998, the Company successfully completed a private offering
for $655,000 consisting of 524,000 shares of Common Stock at a purchase price of
$1.25. As of June 30, 1998, the Company had on deposit $320,000 with an escrow
agent, which was subsequently released to the Company in August, 1998. The
Company plans to use the proceeds for strategic acquisitions complimentary to
its core business.
The Company had a negative cash flow of $359,748 for the two months ended June
30, 1998. This resulted primarily from the repayment of $305,000 from the credit
line and $14,823 on long term debt. Cash used in operations resulted in negative
cash flows of $35,856 which consists of an increase in accounts receivable of
$538,646 and an increase in inventory of $277,157, offset by an increase in
accounts payable of $911,199.
Seasonality
It is anticipated that the Company's cash flow from operations will be
significantly greater in the fall and winter months than in the spring and
summer months due to the purchasing cycles associated with the Company's
products. In the event that the Company is unable to generate sufficient cash
flows from operations during the seasons of peak operations, the Company may be
required to utilize other cash reserves (if any) or seek additional equity/debt
financing to meet operating expenses, and there can be no assurance that there
will be any other cash reserves or that additional financing will be available
or, if available, on reasonable terms.
Year 2000 Discussion
Many computer programs were designed to perform data computations on the last
two digits of the numerical value of the year. When computations referencing the
year 2000 are performed, these program may interpret -00- as the year 1900 and
could either corrupt the date-related computations or not process them at all.
As a result, many software and computer systems may need to be upgraded or
replaced in order comply with such year 2000 requirements.
The Company has reviewed all its computer systems, which are provided by
third-party manufacturers. The manufacturers have represented to the Company
that their systems are or will be year 2000 compliant. However, the Company
could be adversely impacted by year
10
<PAGE>
2000 issues faced by significant customers, vendors, suppliers, financial
service organizations and other third parties with whom the Company conducts
business. The Company still needs to determine the degree of its customers,
vendors, suppliers, and financial service organizations' preparedness and
whether alternate vendors, suppliers, and financial service organizations will
be needed or available in the event of any disruption in the supply of goods or
services to the Company. The Company still needs to assess its potential
liability to such third parties if the Company is not year 2000 compliant. The
Company still needs to assess the potential costs related to addressing year
2000 issues. The Company does not presently have a contingency plan related to
year 2000 issues and may create a contingency plan upon further assessment of
the issues.
Forward Looking Statements
The foregoing management discussion and analysis contains forward-looking
statements and information that are based on management's beliefs, as well as
assumptions made by, and information currently available to, management. These
forward-looking statements are based on many assumptions and factors, and are
subject to many conditions, including the Company's continuing ability to obtain
additional financing, dependence on contracts with suppliers, competitive
pricing for the Company's products, demand for the Company's products which
depends upon the condition of the computer industry, and the effects of
increased indebtedness as a result of the Company's business acquisitions.
Except for the historical information contained in this new release, all
forward-looking information are estimates by the Company's management and are
subject to various risks, uncertainties and other factors that may be beyond the
Company's control and may cause results to differ from management's current
expectations, which may cause actual results, performance or achievements of the
Company to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements.
11
<PAGE>
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds.
Between June and August 1998, the Company offered and sold 524,000 shares
of common stock, par value $.001 per share, at an aggregate price of $655,000,
in reliance upon Sections 4(2) and/or 3(b) of the Securities Act of 1933, as
amended. The closings for the offering occurred on July 17, 1998 and August 13,
1998. The Company sold the shares of common stock to a limited number of
persons. The shares of common stock are not registered under the Securities Act
of 1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration. The Company intends
to use the proceeds for working capital purposes, including the acquisition of
other businesses.
Item 4. Submission of Matters to a Vote of Security Holders.
On August 10, 1998, the Company held a special meeting of shareholders. A
proposal to adopt the Company's 1998 Incentive Plan, pursuant to which options
to purchase shares of common stock will be granted to employees, directors and
others, was approved, with 1,588,000 votes cast for, no votes cast against, no
votes withheld, and no abstentions. A proposal to approve the reincorporation of
the Company as a Delaware corporation and a related Agreement and Plan of Merger
was approved, with 1,588,000 votes cast for, no votes cast against, no votes
withheld, and no abstentions. A proposal to approve an amendment to the
Certificate of Incorporation to change the Company's name was approved, with
1,588,000 votes cast for, no votes cast against, no votes withheld, and no
abstentions.
Item 5. Other Information.
Pursuant to proposals submitted to a vote of shareholders of the Company,
as stated in Item 4 above (the "Shareholder Actions"), the Company plans to
reincorporate in Delaware (the "Reincorporation") and has adopted the 1998
Incentive Plan allowing the Company to grant stock awards of up to 500,000
shares of the Company's common stock, par value $.001 per share (the "Incentive
Shares"). The Board of Directors of the Company and the shareholders of the
Company, at a special meeting of the shareholders held on August 10, 1998,
approved the Shareholder Actions. The Company has submitted a Certificate of
Merger in Delaware, which was filed on or about August 14, 1998, and Articles of
Merger in Utah, which is expected to be filed in August 1998. A registration
statement on Form S-8 (the "Registration Statement") was filed with the
Securities and Exchange Commission on August 13, 1998 to register the Incentive
Shares.
In order to accomplish the Reincorporation in accordance with the laws of
the States of Utah and Delaware, the Company proposed to merge (the "Merger")
with and into Cadapult Graphic Systems, Inc., a Delaware corporation
("Cadapult"), pursuant to the terms and provisions of the Plan and Agreement of
Merger (the "Merger Plan"), which is filed as Exhibit 2.1 hereto. Under Utah
law, shareholders who oppose the proposed Merger have the right to receive
payment for the estimated fair value of their shares if they comply with the
dissenters' rights provisions under the Utah Revised Business Corporation Act.
The Company received no notice from any shareholder opposing the
Reincorporation.
12
<PAGE>
Under the terms of the Merger Plan, Cadapult will be the surviving
corporation; the separate corporate existence of the Company will cease;
Cadapult will succeed to all of the business, properties, assets, and
liabilities of the Company; the directors, officers, and employees of the
Company will become the directors, officers, and employees of Cadapult; each
outstanding share of the Company's common stock will be automatically converted
into one share of Cadapult's common stock. On completion of the change of
domicile, the Company will be governed by the Certificate of Incorporation and
the Bylaws of Cadapult, filed herewith as Exhibits 3.1 and 3.2, respectively.
According to Utah and Delaware law, the Merger will become effective immediately
upon filing of the Delaware Certificate of Merger and Utah Articles of Merger.
Immediately following the merger and Reincorporation and at the effective time
of the merger and Reincorporation, all stock certificates which represented
shares of common stock of the Company shall automatically represent and evidence
ownership of shares of common stock of Cadapult.
For more information about the Merger, see the Company's definitive
Schedule 14C Information Statement filed on July 20, 1998.
Under the Certificate of Incorporation and Bylaws of Cadapult, the
authorized capital stock of the Company will consist of 50,000,000 shares of
common stock, par value $.001 per share. As of the effective date of the merger
and Reincorporation, the Company will have approximately 2,811,518 shares of
common stock outstanding, and will have reserved approximately 1,300,000 shares
of common stock for issuance upon exercise of outstanding options and pursuant
to the 1998 Incentive Plan.
The holders of common stock are entitled to one vote per share with respect
to all matters required by law to be submitted to the stockholders of the
Company. The holders of Common Stock have the sole right to vote, except as
otherwise provided by law or by the Company's Certificate of Incorporation. The
common stock does not have any cumulative voting rights. A majority of the
issued and outstanding common stock constitutes a quorum at any meeting of
stockholders and the vote by the holders of a majority of the outstanding shares
is required to effect certain fundamental corporate changes such as liquidation,
merger or amendment of the Certificate of Incorporation.
Holders of shares of common stock are entitled to receive dividends, if,
as, and when declared by the Board out of funds legally available therefore.
Upon liquidation of the Company, holders of shares of common stock are entitled
to share ratably in all assets of the Company remaining after payment of
liabilities. Holders of shares of common stock have no preemptive rights or
other rights to subscribe for unissued or treasury shares or securities
convertible into shares. The outstanding shares of common stock are fully paid
and nonassessable.
13
<PAGE>
The Delaware General Corporation Law permits a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, 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, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action. In an
action brought to obtain a judgment in the corporation's favor, whether by the
corporation itself or derivatively by a stockholder, the corporation may only
indemnify for expenses, including attorneys' fees, actually and reasonably
incurred in connection with the defense or settlement of such action, and the
corporation may not indemnify for amounts paid in satisfaction of a judgment or
in settlement of the claim. In any such action, no indemnification may be paid
in respect of any claim, issue or matter as to which such person shall have been
adjudged liable to the corporation except as otherwise approved by the Delaware
Court of Chancery or the court in which the claim was brought. In any other type
of proceeding, the indemnification may extent to judgments, fines and amounts
paid in settlement, actually and reasonably incurred in connection with such
other proceedings, as well as to expenses.
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner reasonably believe to be
in, or not opposed to, the best interests of the corporation and, in the case of
criminal actions or proceedings, the person had no reasonably cause to believe
his conduct was unlawful. The statute contains additional limitations applicable
to criminal actions and to actions brought by or in the name of the corporation.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (1) by a majority vote of a quorum of
disinterest members of the board of directors, (2) by independent legal counsel
in a written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (3) by the stockholders.
The Certificate of Incorporation of Cadapult requires the Company to
indemnify its directors to the fullest extent permitted under Delaware law. The
Certificate of Incorporation limits the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of the
director's fiduciary duty.
14
<PAGE>
The Board of Directors of Cadapult and Cadapult Graphic Systems Inc., a New
Jersey corporation ("CGSI"), the Company's wholly-owned subsidiary, approved the
parent- subsidiary merger of CGSI into the Company following its Reincorporation
into Delaware (the "Merger"). In order to accomplish the Merger in accordance
with the laws of the States of New Jersey and Delaware, CGSI proposed to merge
with and into Cadapult, pursuant to the terms and provisions of the Plan and
Agreement of Merger (the "Parent Merger Plan") which is filed as Exhibit 2.2
hereto.
Under the terms of the Parent Merger Plan, Cadapult will be the surviving
corporation; the separate corporate existence of CGSI will cease; Cadapult will
succeed to all of the business, properties, assets, and liabilities of CGSI; the
directors, officers, and employees of CGSI will become the directors, officers,
and employees of Cadapult; all outstanding shares of CGSI will be cancelled. On
completion of the Merger, the Company will be governed by the Certificate of
Incorporation and the Bylaws of Cadapult, filed herewith as Exhibits 3.1 and
3.2, respectively. According to New Jersey and Delaware law, the Merger will
become effective immediately upon filing of the Delaware Certificate of
Ownership and Merger and New Jersey Certificate of Merger. Immediately following
the Merger, all stock certificates which represented shares of common stock of
CGSI shall automatically be cancelled.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
The following exhibits are filed with this report:
Exhibit 2.1: Agreement and Plan of Merger between the Company and Cadapult
Exhibit 2.2: Agreement and Plan of Merger Cadapult and CSGI
Exhibit 3.1: Certificate of Incorporation of Cadapult
Exhibit 3.2: Bylaws of Cadapult
Exhibit 11.1: Statement Concerning Computation of Per Share Earnings is hereby
incorporated by reference to "Financial Statements" of Part I - Financial
Information, Item 1 - Financial Statements, contained in this Form 10-QSB.
Exhibit 27.1: Financial Data Schedule for the Two Months Ended June 30, 1998
(b) Reports on Form 8-K.
15
<PAGE>
On July 7, 1998, the Company submitted a Form 8-K reporting the acquisition
of Cadapult Graphic Systems, Inc.
On July 10, 1998, the Company submitted a Form 8-K reporting the change in
its fiscal year.
On July 13, 1998, the Company submitted a Form 8-K reporting the dismissal
of its former principal accountants.
On July 13, 1998, the Company submitted a Form 8-K reporting the selection
of its new principal accountants.
On or about August 31, 1998, the Company submitted a Form 8-K/A, amending
its Form 8-K filed on July 7, 1998.
16
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CADAPULT GRAPHIC SYSTEMS, INC.
Date: August 31, 1998 /s/ Michael W. Levin
Michael W. Levin
President and Chief Executive Officer
17
<PAGE>
EXHIBITS
Exhibit Number Description of Exhibit
2.1 Agreement and Plan of Merger between the Company and Cadapult
2.2 Agreement and Plan of Merger Cadapult and CSGI
3.1 Certificate of Incorporation of Cadapult
3.2 Bylaws of Cadapult
27.1 Financial Data Schedule
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EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated this 10th day of August, 1998 (the
"Agreement"), pursuant to Section 252 of the General Corporation Law of Delaware
and Section 16-10a-1107 of the Utah Business Corporation Act between Cadapult
Graphic Systems, Inc., a Delaware corporation ("CGSI") and Seafoods Plus, Inc.,
a Utah corporation ("SPL").
WITNESSETH THAT:
WHEREAS, all of the constituent corporations desire to merge into a single
corporation;
NOW, THEREFORE, the corporations, parties to this Agreement and Plan of
Merger, in consideration of the premises and the mutual covenants, agreements
and provisions contained herein, do hereby prescribe the terms and conditions of
said merger and plan of carrying the same into effect, as follows:
FIRST: SPL, which shall be the merged corporation, shall be merged into
CGSI, which shall be the surviving corporation, pursuant to the terms of this
Agreement.
SECOND: There are no shares of common stock or preferred stock of the
surviving corporation heretofore issued or outstanding. SPL has an authorized
capital of 50,000,000 shares of common stock, $.001 par value per share ("Common
Stock"), and 2,287,518 shares of Common Stock issued and outstanding on the date
hereof. Upon filing of Certificate of Merger and Articles of Merger with respect
to the merger with the Secretary of State of Delaware and the Secretary of State
of Utah, each share of common stock of SPL, the merged corporation, issued and
outstanding immediately prior to the merger and all rights in respect thereof
shall forthwith be changed and converted into one share of common stock of the
surviving corporation, CGSI ("DE Common Stock"). Following the effective date of
the merger, each holder of any certificate representing shares of Common Stock
of the merged corporation shall surrender the same to the surviving corporation,
and upon such surrender, each such holder shall be entitled to receive a stock
certificate of the surviving corporation, representing the number of shares of
DE Common Stock, par value $.001 per share, of the surviving corporation on the
basis provided hereinabove. Until so surrendered, any certificate representing
shares of stock of the merged corporation to be converted into stock of the
surviving corporation as provided herein, may be treated by the surviving
corporation for all corporate purposes as evidencing the ownership of shares of
the surviving corporation as though said surrender and exchange shall have taken
place. After the effective date of this Agreement, any uncertificated shares of
common stock of the merged corporation registered with such corporation shall be
cancelled, and the holder of any such uncertificated but registered shares shall
be entitled to receive the number of shares of DE Common Stock of the surviving
corporation into which such uncertificated shares of stock of the merged
corporation are required to be converted as provided herein.
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THIRD: Certain terms and conditions of the merger are as follows:
(a) The Certificate of Incorporation of CGSI as in effect on the date
of the merger provided for in this Agreement and Plan of Merger shall
continue in full force and effect as the Certificate of Incorporation of
the corporation surviving this merger, unless and until the same shall be
amended or modified in accordance with the provision thereof and of the
General Corporation Law of Delaware, which power to amend or modify is
hereby expressly reserved. Such Certificate of Incorporation shall
constitute the Certificate of Incorporation of CGSI separate and apart from
this Agreement and Plan of Merger and may be separately certified as the
Certificate of Incorporation of CGSI.
(b) The Bylaws of the surviving corporation as they exist on the
effective date of this merger shall be and remain the Bylaws of the
surviving corporation until the same shall be altered, amended or repealed
as therein provided.
(c) The directors and officers of the surviving corporation shall
continue in office as directors and officers of the surviving corporation
until the next annual meeting of stockholders and until their successors
shall have been elected and qualify.
(d) This merger shall become effective upon filing of the Certificate
of Merger of CGSI and the Articles of Merger of SPL in the forms of
Exhibits A and B annexed hereto, respectively, with the Secretary of State
of Delaware and the Secretary of State of Utah.
(e) Upon the effectiveness of the merger as provided herein, all of
the property, rights, privileges, franchises, patents, trademarks,
licenses, registrations and other assets of every kind and description of
the merged corporations shall be transferred to, vested in, and devolve
upon the surviving corporation without further act or deed, and all
property, rights, and every other interest of the surviving corporation and
the merged corporations shall be as effectively the property of the
surviving corporation as they were of the surviving corporation and the
merged corporation, respectively.
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(f) Prior to the effectiveness of the merger, the merged corporations
hereby agree from time to time, as and when requested by the surviving
corporation or by its successors or assigns, to execute and deliver or
cause to be executed and delivered all such documents, deeds and
instruments and to take or cause to be taken such further or other action
as the surviving corporation may deem necessary or desirable in order to
vest in and confirm to the surviving corporation title to and possession of
any property of the merged corporations acquired or to be acquired by
reason of or as a result of the merger herein provided for and otherwise to
carry out the intent and purposes hereof, and the proper officers and
directors of the merged corporations are fully authorized in the name of
the merged corporations or otherwise to take any and all such action; the
proper officers and directors of the surviving corporation are fully
authorized, in the name of the merged corporations or otherwise, following
the effectiveness of the merger, to execute and deliver or cause to be
executed and delivered all such documents, deeds and instruments and to
take or cause to be taken such further or other actions as the surviving
corporation may deem necessary or desirable in order to vest in and confirm
to the surviving corporation title to and possession of any property of the
merged corporations acquired or to be acquired by reason of or as a result
of the merger herein provided for and otherwise to carry out the intent and
purposes hereof.
FOURTH: (a) Directors. The names and post office addresses of the directors
of CGSI, who shall be three in number and who shall hold office from the
effective date until the next annual meeting of stockholders of CGSI and until
their successors shall be duly elected and qualify, are as follows:
Name Post Office Address
- ---- -------------------
Michael W. Levin 8 Meadow Lane
Allendale, NJ 07041
Frances Blanco 1128 Park Avenue
Hoboken, NJ 07030
Paul C. Baker 98 Chestnut Ridge Road
Saddle River, NJ 07675
(b) Officers. The names and post office addresses of the officers of
CGSI who shall be three in number and who shall hold office from the effective
date until their successors shall be duly elected and qualify or until they
shall resign or be removed from office, are as follows:
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Name Offices Post Office Address
- ---- ------- -------------------
Michael W. Levin Chairman of the Board 8 Meadow Lane
Chief Executive Officer Allendale, NJ 07401
and President
Frances Blanco Vice President, 1128 Park Avenue
Treasurer and Hoboken, NJ 07030
and Secretary
Duncan Huyler Vice President 551 Lattintown Road
Marlboro, NY 12542
(c) Vacancies. If, upon the effective date, a vacancy exists still on
the Board of Directors or in any of the offices of CGSI as the same are
specified above, such vacancy shall thereafter be filled in the manner provided
by law and the Bylaws of CGSI.
FIFTH: Anything contained herein or elsewhere to the contrary
notwithstanding, this Agreement may be terminated and abandoned by the Board of
Directors of any constituent corporation at any time prior to the date of filing
of a Certificate of Merger with respect to the merger with the Secretary of
State of Delaware, and an Articles of Merger with the Secretary of State of
Utah, provided that an amendment made subsequent to the adoption of this
Agreement and Plan of Merger by the stockholders of any constituent corporation
shall not (a) alter or change the amount or kind of shares, securities, cash,
property and/or rights to be received in exchange for or on conversion of all or
any of the shares of any class or series thereof of such constituent
corporation, (b) alter or change any term of the Certificate of Incorporation of
the surviving corporation to be effected by the merger, or (c) alter or change
any of the terms and conditions of this Agreement and Plan of Merger if such
alteration or change would adversely affect the holders of any class of such
constituent corporation or any series of any such class.
IN WITNESS WHEREOF, the parties to this Agreement and Plan of Merger,
pursuant to the approval and authority duly given by resolutions adopted by
their respective Boards of Directors and the shareholders of SPL have caused
this Agreement and Plan of Merger to be executed by the President of each party
hereto as the respective act, deed and agreement of each of said corporations,
on this 10th day of August, 1998.
CADAPULT GRAPHIC SYSTEMS, INC.
(a Delaware corporation)
By: /s/ Michael W. Levin
Michael W. Levin,
President
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By: /s/ Frances Blanco
Frances Blanco,
Secretary
SEAFOODS PLUS, LTD.
(a Utah corporation)
By: /s/ Michael W. Levin
Michael W. Levin,
President
By: /s/ Frances Blanco
Frances Blanco,
Secretary
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EXHIBIT 2.2
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated this 10th day of August, 1998 (the
"Agreement"), pursuant to Sections 14A:10-7 of the New Jersey Business
Corporation Act and Section 253 of the Delaware General Business Law between
Cadapult Graphic Systems Inc., a New Jersey corporation ("CGS") and Cadapult
Graphic Systems, Inc. Seafoods Plus, Inc., a Delaware corporation ("Cadapult").
WITNESSETH THAT:
WHEREAS, both of the constituent corporations desire to merge into a single
corporation;
NOW, THEREFORE, the corporations, parties to this Agreement and Plan of
Merger, in consideration of the premises and the mutual covenants, agreements
and provisions contained herein, do hereby prescribe the terms and conditions of
said merger and plan of carrying the same into effect, as follows:
FIRST: CGS, which shall be the merged corporation, shall be merged into
Cadapult, which shall be the surviving corporation, pursuant to the terms of
this Agreement.
SECOND: There are 2,555,518 shares of common stock of the surviving
corporation heretofore issued and outstanding. There are 319.6748 shares of
common stock of the merged corporation heretofore issued and outstanding. Upon
filing of a Certificate of Merger and a Certificate of Ownership and Merger with
respect to the merger with the Secretary of State of New Jersey and the
Secretary of State of Delaware, respectively, each share of common stock of CGS,
the merged corporation, issued and outstanding immediately prior to the merger
and all rights in respect thereof shall be cancelled.
THIRD: Certain terms and conditions of the merger are as follows:
(g) The Certificate of Incorporation of Cadapult as in effect on the
date of the merger provided for in this Agreement and Plan of Merger shall
continue in full force and effect as the Certificate of Incorporation of
the corporation surviving this merger, unless and until the same shall be
amended or modified in accordance with the provision thereof and of the
General Corporation Law of Delaware, which power to amend or modify is
hereby expressly reserved. Such Certificate of Incorporation shall
constitute the Certificate of Incorporation of Cadapult separate and apart
from this Agreement and Plan of Merger and may be separately certified as
the Certificate of Incorporation of Cadapult.
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(h) The Bylaws of the surviving corporation as they exist on the
effective date of this merger shall be and remain the Bylaws of the
surviving corporation until the same shall be altered, amended or repealed
as therein provided.
(i) The directors and officers of the surviving corporation, who are
the present directors and officers of Cadapult, shall continue in office
until the next annual meeting of stockholders and until their successors
shall have been elected and qualify.
(j) This merger shall become effective upon filing of the Certificate
of Merger of CGS and the Certificate of Ownership and Merger of Cadapult in
the forms of Exhibits A and B annexed hereto, respectively, with the
Secretary of State of New Jersey and the Secretary of the State of
Delaware.
(k) Upon the effectiveness of the merger as provided herein, all of
the property, rights, privileges, franchises, patents, trademarks,
licenses, registrations and other assets of every kind and description of
the merged corporations shall be transferred to, vested in, and devolve
upon the surviving corporation without further act or deed, and all
property, rights, and every other interest of the surviving corporation and
the merged corporations shall be as effectively the property of the
surviving corporation as they were of the surviving corporation and the
merged corporation, respectively.
(l) Prior to the effectiveness of the merger, the merged corporation
hereby agrees from time to time, as and when requested by the surviving
corporation or by its successors or assigns, to execute and deliver or
cause to be executed and delivered all such documents, deeds and
instruments and to take or cause to be taken such further or other action
as the surviving corporation may deem necessary or desirable in order to
vest in and confirm to the surviving corporation title to and possession of
any property of the merged corporation acquired or to be acquired by reason
of or as a result of the merger herein provided for and otherwise to carry
out the intent and purposes hereof, and the proper officers and directors
of the merged corporation are fully authorized in the name of the merged
corporation or otherwise to take any and all such action; the proper
officers and directors of the surviving corporation are fully authorized,
in the name of the merged corporations or otherwise, following the
effectiveness of the merger, to execute and deliver or cause to be executed
and delivered all such documents, deeds and instruments and to take or
cause to be taken such further or other actions as the surviving
corporation may deem necessary or desirable in order to vest in and confirm
to the surviving corporation title to and possession of any property of the
merged corporations acquired or to be acquired by reason of or as a result
of the merger herein provided for and otherwise to carry out the intent and
purposes hereof.
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FOURTH: (a) Directors. The names and post office addresses of the directors
of Cadapult, who shall be three in number and who shall hold office from the
effective date until the next annual meeting of stockholders of Cadapult and
until their successors shall be duly elected and qualify, are as follows:
Name Post Office Address
Michael W. Levin 8 Meadow Lane
Allendale, NJ 07041
Frances Blanco 1128 Park Avenue
Hoboken, NJ 07030
Paul C. Baker 98 Chestnut Ridge Road
Saddle River, NJ 07675
(b) Officers. The names and post office addresses of the officers of
Cadapult who shall be three in number and who shall hold office from the
effective date until their successors shall be duly elected and qualify or until
they shall resign or be removed from office, are as follows:
Name Offices Post Office Address
Michael W. Levin Chairman of the Board, 8 Meadow Lane
Chief Executive Officer Allendale, NJ 07401
and President
Frances Blanco Vice President, 1128 Park Avenue
Treasurer and Hoboken, NJ 07030
Secretary
Duncan Huyler Vice President 551 Lattintown Road
Marlboro, NY 12542
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(c) Vacancies. If, upon the effective date, a vacancy exists still on the
Board of Directors or in any of the offices of Cadapult as the same are
specified above, such vacancy shall hereafter be filled in the manner provided
by law and the Bylaws of Cadapult.
FIFTH: Anything contained herein or elsewhere to the contrary
notwithstanding, this Agreement may be terminated and abandoned by the Board of
Directors of any constituent corporation at any time prior to the date of filing
of a Certificate of Merger with respect to the merger with the Secretary of
State of New Jersey, and a Certificate of Ownership and Merger with respect to
the merger with the Secretary of State of Delaware provided that an amendment
made subsequent to the adoption of this Agreement and Plan of Merger by the
stockholders of any constituent corporation shall not (a) alter or change the
amount or kind of shares, securities, cash, property and/or rights to be
received in exchange for or on conversion of all or any of the shares of any
class or series thereof of such constituent corporation, (b) alter or change any
term of the Certificate of Incorporation of the surviving corporation to be
effected by the merger, or (c) alter or change any of the terms and conditions
of this Agreement and Plan of Merger if such alteration or change would
adversely affect the holders of any class of such constituent corporation or any
series of any such class.
IN WITNESS WHEREOF, the parties to this Agreement and Plan of Merger,
pursuant to the approval and authority duly given by a resolution adopted by the
Boards of Directors of Cadapult have caused this Agreement and Plan of Merger to
be executed by the President of each party hereto as the respective act, deed
and agreement of each of said corporations, on this 10th day of August, 1998.
CADAPULT GRAPHIC SYSTEMS INC.
(a New Jersey corporation)
By: /s/ Michael W. Levin
Michael W. Levin,
President
By: /s/ Frances Blanco
Frances Blanco,
Secretary
CADAPULT GRAPHIC SYSTEMS, INC.
(a Delaware corporation)
By: /s/ Michael W. Levin
Michael W. Levin,
President
By: /s/ Frances Blanco
Frances Blanco,
Secretary
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EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
CADAPULT GRAPHIC SYSTEMS, INC.
FIRST: The name of this corporation is Cadapult Graphic Systems, Inc.
(the "Corporation").
SECOND: The registered office of the Corporation in the State of
Delaware is to be located at 11th Floor, Rodney Square North, 11th & Market
Streets, City of Wilmington, County of New Castle, State of Delaware, and the
name of its registered agent at such address is YCS&T Services Corporation.
THIRD: The purpose of this Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: The total number of shares of stock that this Corporation is
authorized to issue is fifty million (50,000,000) shares of common stock with a
par value $0.001 per share.
FIFTH: The name and mailing address of the incorporator is James P,
Hughes, Esquire, 11th Floor, Rodney Square North, 11th & Market Streets,
Wilmington, Delaware 19801.
SIXTH: Provisions for the management of the business and for the
conduct of the affairs of this Corporation and provisions creating, defining,
limiting and regulating the powers of this Corporation, the directors and the
stockholders are as follows:
(1) The board of directors shall have the power to make, adopt,
alter, amend and repeal the bylaws of this Corporation without the assent or
vote of the stockholders, including, without limitation, the power to fix, from
time to time, the number of directors that shall constitute the whole board of
directors of this Corporation, subject to the right of the stockholders to
alter, amend and repeal the bylaws made by the board of directors.
(2) Election of directors of this Corporation need not be by
written ballot unless the bylaws so provide.
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(3) The directors, in their discretion, may submit any contract
or act for approval or ratification at any annual meeting of the stockholders or
at any meeting of the stockholders called for the purpose of considering any
such act or contract, and any contract or act that shall be approved or be
ratified by the vote of the holders of a majority of the stock of this
Corporation that is represented by person or by proxy at such meeting and
entitled to vote thereat (provided that a lawful quorum of stockholders be there
represented in person or by proxy) shall be a valid and as binding upon this
Corporation and upon all the stockholders as though it had been approved or
ratified by every stockholder of this Corporation, whether or not the contract
or act would otherwise be open to legal attack because of directors' interest,
or for any other reason.
(4) In addition to the powers and authority hereinbefore or by
statute expressly conferred upon them, the board of directors of this
Corporation are hereby expressly empowered to exercise all such powers and to do
all such acts and things as may be exercised or done by this Corporation;
subject, nevertheless, to the provisions of the statutes of the State of
Delaware and of this Certificate of Incorporation as each may be amended,
altered or changed from time to time and to any bylaws from time to time made by
the directors or stockholders; provided, however, that no bylaw so made shall
invalidate any prior act of the board of directors that would have been valid if
such bylaw had not been made.
(5) Whenever this Corporation shall be authorized to issue more
than one class of stock, the holders of the stock of any class that is not
otherwise entitled to voting power shall not be entitled to vote upon the
increase or decrease in the number of authorized shares of such class.
SEVENTH: To the fullest extent permitted by the General Corporation
Law of Delaware, including, without limitation, as provided in Section 102(b)(7)
of the General Corporation Law of Delaware, as the same exists or may hereafter
be amended, a director of this Corporation shall not be personally liable to
this Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director. If the General Corporation Law of Delaware is
amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of this
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of Delaware, as so amended. Any repeal or
modification of this Article SEVENTH by the stockholders of this Corporation
shall not adversely affect any right or protection of a director of this
Corporation existing at the time of such repeal or modification or with respect
to events occurring prior to such time.
EIGHTH: (1) Each person who was or is made a party or is threatened to
be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding") by
reason of the fact that he or she is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as such director or officer or, in the case of another
corporation, as an employee or agent, or in any other capacity while serving as
such director, officer, employee or agent shall be indemnified and held harmless
by the Corporation to the fullest extent authorized by the General Corporation
Law of the State of Delaware, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines, other
expenses and losses, amounts paid or to be paid in settlement, and excise taxes
or penalties arising under the Employee Retirement Income Security Act of 1974,
as amended) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that, except
as provided in Subsection (2) of this Article EIGHTH, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the board of directors of the Corporation.
The right to indemnification conferred in this Article EIGHTH shall be a
contract right and shall include the right to be paid by the Corporation the
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expenses (including attorneys' fees) incurred in defending any such proceeding
in advance of its final disposition; provided, however, that the payment of such
expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking, which undertaking shall itself be sufficient without the need for
further evaluation of any credit aspects of the undertaking or with respect to
such advancement, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined by a final,
non-appealable order of a court of competent jurisdiction that such director or
officer is not entitled to be indemnified under this Article EIGHTH or
otherwise.
(2) If a claim under Subsection (1) of this Article EIGHTH is not
paid in full by the Corporation within sixty (60) days after a written claim,
together with reasonable evidence as to the amount of such expenses, has been
received by the Corporation, except in the case of a claim for advancement of
expenses (including attorneys' fees), in which case the applicable period shall
bc twenty (20) days, the claimant may at my time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim and, if successful in
whole of in part, the claimant shall also be entitled to be paid the expense,
including attorneys' fees, of prosecuting such claim. It shall be a defense to
any such action, other than an action brought to enforce a claim for expenses
(including attorneys' fees) incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation, that the claimant has not met the standards of
conduct that make it permissible under the General Corporation Law of the State
of Delaware for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its board of directors or a
committee thereof, independent legal counsel, or its stockholders) to have made
a determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the General Corporation Law of the
State of Delaware, nor an actual determination by the Corporation (including its
board of directors or a committee thereof, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct. In any suit brought by an indemnitee
to enforce a right to indemnification or to an advancement of expenses
hereunder, or by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article EIGHT or otherwise shall be on the Corporation.
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(3) The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this Article EIGHT shall not be exclusive of any other right that any person
may have or hereafter acquire under any statute, provision of the certificate of
incorporation, bylaw, agreement, vote of stockholders or disinterested directors
or otherwise.
(4) The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint investments or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the General Corporation Law of the State of Delaware.
(5) In the case of a claim for indemnification or advancement of
expenses against the Corporation under this Article EIGHTH arising out of acts,
events or circumstances for which the claimant, who was at the relevant time
serving as a director, officer, employee or agent of any other entity at the
request of the Corporation, may be entitled to indemnification or advancement of
expenses pursuant to such other entity's certificate of incorporation or bylaws
or contractual agreement between the claimant and such entity, the claimant
seeking indemnification hereunder shall first seek indemnification and
advancement of expenses pursuant to any such certificate of incorporation, bylaw
or agreement. To the extent that amounts to be indemnified or advanced to a
claimant hereunder are paid or advanced by such other entity, the claimant's
right to indemnification and advancement of expenses hereunder shall be reduced.
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NINTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of the General Corporation Law of the State of
Delaware or on the application of trustees in dissolution or of any receiver or
receivers appointed for the Corporation under the provisions of Section 279 of
the General Corporation Law of the State of Delaware, order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case my be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders of this Corporation, as the case may be, and also on this
Corporation.
TENTH: This Corporation reserve the right to restate this Certificate
of Incorporation and to amend, alter, change or repeal any provision contained
in this Certificate of Incorporation in the manner now or hereafter prescribed
by law, and all rights and powers conferred herein on stockholders, directors
and officers are subject to this reserved power.
THE UNDERSIGNED, being the sole incorporator, for the purpose of
forming a corporation pursuant to the General Corporation Law of the State of
Delaware and the Acts amendatory thereof and supplemental thereto, does make and
file this Certificate of Incorporation hereby declaring and certifying that the
facts stated herein are true, and accordingly hereunto has set his hand and seal
this 11th day of June, 1998.
In the Presence of:
/s/ Gayle Ignudo /s/James P. Hughes, Jr.
- --------------------- ----------------------------------(SEAL)
James P. Hughes
Incorporator
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EXHIBIT 3.2
BYLAWS
OF
CADAPULT GRAPHIC SYSTEMS, INC.
ARTICLE I. OFFICES
Section 1. Registered Office. The address of the registered office of the
corporation in Delaware shall be 11th Floor, Rodney Square North, 11th & Market
Streets, Wilmington, Delaware, and the registered agent at such address in
charge thereof shall be YCS&T Services Corporation all of which shall be subject
to change from time to time as permitted by law.
Section 2. Other Offices. The corporation may also have an office or
offices or place or places of business within or without the State of Delaware
as the Board of Directors may from time to time designate.
ARTICLE II. MEETINGS OF STOCKHOLDERS
Section 1. The Annual Meeting. The annual meeting of stockholders for the
election of directors shall be held within or without the State of Delaware on
the date and at the time and place designated by the board of directors; but if
no date, time and place are otherwise designated by the board, it shall be held
on the 1st day of May in each year, or if that day be a legal holiday, on the
next succeeding day not a legal holiday, at 10:00 a.m., at the registered office
of the corporation in the State of Delaware. At the annual meeting, the
stockholders shall elect by plurality vote, a whole board of directors and may
transact such other business as may come before the meeting.
Section 2. Special Meetings. Special meetings of the stockholders may be
called at any time by the President or Chairman of the Board and shall be called
by the President or Secretary either upon the request in writing by a majority
of the directors or upon the request in writing of stockholders of record
holding a majority in amount of the capital stock outstanding and entitled to
vote.
Section 3. Place of Meetings. Meetings of the stockholders shall be held at
such place or places, within or without the State of Delaware, as may from time
to time be designated by the board of directors or as shall be designated in the
respective notices or waivers of notice thereof, unless otherwise specified in
these Bylaws. Section 4. Voting. Each stockholder entitled to vote shall, at
every meeting of the stockholders, be entitled to one vote in person or by
proxy, signed by him, for each share of voting stock held by him, but no proxy
shall be voted on after three years from its date unless it provides for a
longer period. Such right to vote shall be subject to the right of the board of
directors to fix a record date for voting stockholders.
33
<PAGE>
Section 5. Notice. Notice of all meetings shall be mailed by the Secretary
to each stockholder of record entitled to notice of or to vote at such meeting,
at his last known post office address.
Section 6. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote shall constitute a quorum, but the holders of a
smaller amount may adjourn from time to time without further notice, if the time
and place of the adjourned meeting are announced at the meeting at which the
adjournment is taken, until a quorum is secured. The vote of the holders of a
majority of the stock issued and outstanding present at a meeting or any
adjournment thereof at which a quorum is present shall be the act of the
stockholders unless a different vote is required by the Certificate of
Incorporation or applicable statutory law.
Section 7. Action Without Meeting. Any action permitted or required to be
taken at any meeting of shareholders may be taken by written consent without a
meeting subject to and to the extent permitted by applicable Delaware statutory
law.
ARTICLE III. DIRECTORS
Section 1. Number. The property and business of the corporation shall be
managed and controlled by its board of directors, composed of three (3) persons.
The number of directors may be increased by amendment of these Bylaws either by
the stockholders or by the directors in the same manner as any other amendment
to these Bylaws may be effected.
Section 2. Term, Vacancies and Newly Created Directorships. The directors
shall hold office until the next annual election and until their successors are
elected and qualify or until their earlier resignation or removal. They shall be
elected by the stockholders, except that if there be a vacancy in the board by
reason of death, resignation or otherwise, or if there be any newly created
directorships resulting from an increase in the authorized number of directors,
such vacancy or directorship shall be filled by a majority of the directors then
in office, although less than a quorum. Any director chosen by reason of such
vacancy or such newly created directorship shall hold office until the next
annual meeting and until his successor is elected and qualified or until his
earlier resignation or removal.
When one or more directors shall resign from the board, effective at a
future date, a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective and each director so chosen shall hold office as provided in these
Bylaws in the filling of other vacancies.
Section 3. Removal. Any director or directors may be removed, either with
or without cause, at any time by the affirmative vote of the holders of a
majority of the stock issued and outstanding at a meeting called for that
purpose at which a quorum is present.
Section 4. Powers. The board of directors shall have all such powers and
authority, as may be exercised by the board of directors of a corporation
organized under the General Corporation Law of the State of Delaware, including,
without limiting the generality of the foregoing, any powers and authority
granted by the Certificate of Incorporation and these Bylaws which may lawfully
be granted thereby, subject only to the provisions of the Certificate of
Incorporation and these Bylaws, and the following powers:
34
<PAGE>
(A) To purchase or otherwise acquire property, rights or privileges
for the corporation, which the corporation has the power to take, at such prices
and on such terms as the board of directors may deem proper;
(B) To pay for such property, rights or privileges in whole or in part
with money, stock, bonds, debentures or other securities of the corporation, or
by the delivery of other property of the corporation;
(C) To create, make and issue mortgages, bonds, deeds of trust, trust
agreements and negotiable or transferable instruments and securities, secured by
mortgage or otherwise, and to do every act and thing necessary to effectuate the
same;
(D) To appoint agents, clerks, assistants, factors, employees and
trustees, and to dismiss them at its discretion, to fix their duties and
emoluments and to change them from time to time and to require such security as
the board may deem proper;
(E) To confer on any officer of the corporation the power of
selecting, discharging or suspending such employees; (F) To fix the compensation
of directors;
(G) To determine by whom and in what manner the corporation's bills,
notes, receipts, acceptances, endorsements, checks, releases, contracts or other
documents shall be signed.
Section 5. Meetings of Directors. After each annual election of
directors, the newly elected directors may meet for the purpose of organization,
the election of officers, and the transaction of other business, at such place
and time as may be fixed by the stockholders at the annual meeting, and if a
majority of the directors be present at such place and time, no prior notice of
such meeting shall be required to be given to the directors. The place and time
of such meeting may also be fixed by written consent of the directors. Regular
meetings of the directors may be held within the State of Delaware at such time
and place as may be fixed from time to time by resolution of the board. No
notice of regular meetings shall be required.
Special meetings of the directors may be called by the President on
three days' notice in writing or on five days' notice by telegraph to each
director, and shall be called by the President in like manner on the written
request of two directors. Special meetings of the directors may be held within
the State of Delaware at such time and place as is indicated in the notice or
waiver of notice thereof.
Section 6. Quorum. A majority of the total number of directors shall
constitute a quorum for the transaction of business, but a smaller number may
adjourn from time to time, without further notice, until a quorum is secured.
Section 7. Vote Necessary to Act. The vote of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the board of directors.
Section 8. Executive and Other Committees. (A) The board of directors
may, by resolution passed by a majority of the whole board, designate an
executive committee and/or one or more other committees, each committee to
consist of two or more of the directors of the corporation. Any such committee,
to the extent provided in the resolution or in these Bylaws, shall have and may
exercise the powers and authority of the board of directors in the management of
the business and affairs of the corporation, except in reference to powers or
authority expressly forbidden such a committee by applicable statutory law, and
may authorize the seal of the corporation to be fixed to all papers which may
require it.
35
<PAGE>
(B) In the absence or disqualification of any member of such committee
or committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member.
(C) The executive committee shall have and shall exercise, between the
meetings of the board of directors, the full power and authority of the board in
the management of the business and affairs of the corporation, including,
without limitation, the power and authority to declare a dividend and to
authorize the issuance of stock, except in reference to power and authority
expressly forbidden by applicable statutory law, and may authorize the seal of
the corporation to be affixed to all papers which require it; provided, however,
that the executive committee shall not have the power or authority to fill
vacancies in its own membership which vacancies shall be filled by the board of
directors.
(D) The executive committee and such other committees shall meet at
stated times or on notice to all by any of their own number. They shall fix
their own rules of procedure. A majority shall constitute a quorum, but the
affirmative vote of a majority of the whole committee shall be necessary in
every case.
(E) Such other committees shall have and may exercise the powers and
authority of the board of directors to the extent provided in such resolution or
resolutions.
Section 9. Compensation. The board of directors shall fix the
compensation of directors.
Section 10. Action Without Meeting. Any action permitted or required
to be taken at any meeting of the board of directors may be taken by written
consent without a meeting subject to and to the extent permitted by applicable
Delaware law.
ARTICLE IV. OFFICERS
Section 1. Officers. The officers of the corporation shall be a
President, Secretary and Treasurer. Other officers and agents, including one or
more Vice Presidents, may from time to time be chosen by the board of directors.
In addition, the board of directors may elect a Chairman. All officers of this
corporation shall be chosen by the board of directors by the vote of a majority
of the directors present at a meeting at which a quorum is present or by written
consent pursuant to applicable statutory law. No officer need be a stockholder.
Section 2. Number Of Offices. Any number of offices may be held by the
same person.
36
<PAGE>
Section 3. Powers and Duties. The officers shall have such powers and
duties as are specified in these Bylaws as well as any other and additional
powers and duties as may, from time to time, be specified by the board of
directors.
Section 4. Terms. The officers of the corporation shall hold office
until their successors are chosen and qualify or until their earlier resignation
or removal. Any officer chosen or appointed by the board of directors may be
removed immediately either with or without cause at any time by affirmative vote
of a majority of the whole board of directors. If the office of any officer or
agent becomes vacant for any reason, the vacancy shall be filled by the board of
directors in the same manner as any officer or agent of this corporation is
chosen.
Section 5. Duties of the Chairman of the Board. The Chairman of the
board of directors, if one is elected, shall preside at all meetings of the
board and he shall have and perform such other duties, executive or otherwise,
as from time to time may be assigned to him by the board.
Section 6. Duties of the President. The President shall be the chief
executive officer of the corporation. It shall be his duty to preside at all
meetings of the stock holders and directors (unless as to directors a Chairman
is elected), to have general and active management of the business of the
corporation; to see that all orders and resolutions of the board of directors
are carried into effect; to execute all contracts, agreements, deeds, bonds,
mortgages and other obligations and instruments, in the name of the corporation,
and to affix the corporate seal thereto when authorized by the board or the
executive committee. He shall have general supervision and direction of the
other officers of the corporation and shall see that their duties are properly
performed. He shall submit a report of the operations of the corporation for the
year to the directors at their meeting next preceding the annual meeting of the
stockholders and to the stockholders at their annual meeting. He shall be
ex-officio a member of all standing committees and shall have the general duties
and powers of supervision and management usually vested in the office of
President of a corporation as well as any other duties and powers as may, from
time to time, be prescribed by the board of directors.
Section 7. Duties of the Vice Presidents. The Vice President or Vice
Presidents, in the order designated by the board of directors, shall be vested
with all the powers and required to perform all the duties of the President in
his absence or disability and shall perform such other duties as may be
prescribed by the President and the board of directors. In the event of the
death, resignation or removal of the President and if the board of directors has
designated an Executive Vice President, he shall be the particular officer so
empowered and required to act as acting President unless the board has
designated some other particular officer so to act.
Section 8. President Pro Tem. In the absence or disability of the
President and the Vice Presidents, the board may appoint from their own number a
President Pro Tem.
Section 9. Duties of the Secretary. The Secretary shall attend all
meetings of the stockholders, the board of directors, the executive committee
and standing committees. He shall act as clerk thereof and shall record all of
the proceedings of such meetings in a book to be kept for that purpose. He shall
give proper notice of meetings of stockholders and directors and shall perform
such other duties as may from time to time be assigned to him by the President
or the board of directors.
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<PAGE>
Section 10. Duties of the Treasurer. The Treasurer shall have custody
of the funds and securities of the corporation and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation and
shall deposit all moneys and other valuable effects in the name of and to the
credit of the corporation in such depositories as may be designated by the board
of directors. He shall disburse the funds of the corporation as may be ordered
by the board, executive committee or President, taking proper vouchers for such
disbursements, and shall render to the President and directors, whenever they
may require it, an account of all his transactions as Treasurer and of the
financial condition of the corporation, and at the regular meeting of the board
next preceding year. He shall keep an account of stock registered and
transferred in such manner and subject to such regulations as the board of
directors may prescribe. He shall give the corporation a bond, if required by
the board of directors, in such sum and in the form and with security
satisfactory to the board of directors, for the faithful performance of the
duties of his office and the restoration to the corporation, in case of his
death, resignation or removal from office, of all books, papers, vouchers, money
and other property of whatever kind in his possession, belonging to the
corporation. He shall perform such other duties as the President and the board
of directors may from time to time prescribe or require.
Section 11. Delegation of Duties and Other Officers. In case of the
absence or disability of any officer of the corporation or for any other reason
deemed sufficient by the board, the board of directors may delegate his powers
or duties to any other officer or to any director for the time being. The board
may elect any number of Assistant Secretaries and Assistant Treasurers who shall
have such powers and shall perform such duties as shall be assigned to them,
respectively, by the board of directors.
Section 12. Salaries. The salaries and other compensation of the
officers of the corporation shall be fixed from time to time by the Board of
Directors, except that the Board of Directors may delegate to any person or
group of persons the power to fix the salaries or other compensation of any
subordinate officers or agents appointed in accordance with the Bylaws. No
officer shall be prevented from receiving any such salary or compensation by
reason of the fact that he or she is also a director of the corporation.
ARTICLE V. INDEMNIFICATION
A director of this corporation shall have no personal liability to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this provision shall not eliminate the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
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(A) This corporation shall indemnify any person who was or is a party
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 this corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
this corporation, or is or was serving at the request of this corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of this 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 reasonably believed to be in or not opposed to the best
interests of this corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(B) This corporation shall 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 this 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 this corporation, or is or was serving at the request of this
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of this corporation and 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 to this corporation unless and only to the extent
that the Court of Chancery of the State of Delaware or 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 the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery of the State of Delaware or such other court shall deem
proper.
(C) Expenses incurred by an officer or director in defending a civil
or criminal action, suit or proceeding shall be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon the
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in Section 145 of the Delaware
General Corporation Law. Such expenses incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.
(D) In addition to the right of indemnification provided for in
paragraphs of this ARTICLE V, this corporation shall, to the fullest and
broadest extent permitted by applicable law, including, without limitation,
Section 145 of the Delaware General Corporation Law as it may be amended from
time to time, indemnify all persons whom it may indemnify pursuant thereto.
39
<PAGE>
(E) The right of indemnification provided by this ARTICLE V shall
apply as to action by any person in his official capacity and as to action in
another capacity while holding such office and shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
(F) The right of indemnification provided by this ARTICLE V shall not
be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
(G) The right of indemnification provided by this ARTICLE V shall be
deemed to be a contract between this corporation and each director, officer,
employee or agent of this corporation who serves in such capacity, both as to
action in his official capacity and as to action in another capacity while
holding such office, at any time while this ARTICLE V and the relevant
provisions of the General Corporation Law of the State of Delaware and other
applicable law, if any, are in effect, and any repeal or modification thereof
shall not affect any rights or obligations then existing with respect to any
state of facts then or theretofore existing or any action, suit or proceeding
theretofore or thereafter brought or threatened based in whole or in part upon
any such state of facts.
(H) Notwithstanding any provision of this ARTICLE V to the contrary,
this corporation may, but shall not be obligated to, purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of this corporation, or is or was serving at the request of this
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 this corporation would have the power to
indemnify him against such liability.
(I) For purposes of this ARTICLE V, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this ARTICLE
V.
40
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ARTICLE VI. MISCELLANEOUS
Section 1. Certificates of Stock. Certificates of stock shall be
signed by the President or a Vice President and either the Treasurer, Assistant
Treasurer, Secretary or Assistant Secretary. If a certificate of stock be lost
or destroyed, another may be issued in its stead upon proof of loss or
destruction and the giving of a satisfactory bond of indemnity in an amount
sufficient to indemnify the corporation against any claim. A new certificate may
be issued without requiring bond, when in the judgment of the directors, it is
proper to do so.
Section 2. Transfer of Stock. All transfers of stock of the
corporation shall be made upon its books by the holder of the shares in person
or by his lawfully constituted representative, upon surrender of certificates of
stock for cancellation.
Section 3. Fixing Date for Stockholders of Record. In order that the
corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any other lawful action, the board of
directors may fix, in advance, a record date, which shall not be more than sixty
nor less than ten days before the date of such meeting, nor more than sixty days
prior to any other action.
Section 4. Stockholders of Record. The corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder in
fact thereof and accordingly shall not be bound to recognize any equitable or
other claim to or interest in such shares on the part of any other person
whether or not it shall have express or other notice thereof, save as expressly
provided by the laws of Delaware.
Section 5. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its incorporation and the words
"Corporate Seal Delaware".
Section 6. Fiscal Year. The fiscal year of the corporation shall begin
on the 1st day of July in each year.
Section 7. Dividends. Dividends upon the capital stock may be declared
either by the board of directors at any regular or special meeting or in the
manner otherwise provided by the board and may be paid in cash or in property or
in shares of the capital stock. Before the payment of any dividend or the making
of any distribution of profits, a reserve or reserves may be set apart out of
any of the funds of the corporation available for dividends for any proper
purpose, and any such reserve or reserves may be altered or abolished.
Section 8. Checks for Money. All checks, drafts or orders for the
payment of money shall be signed by the President and/or Treasurer or by such
other officer or officers or such other person or persons as the board of
directors may from time to time designate. No check shall be signed in blank.
41
<PAGE>
Section 9. Books and Records. The books, records and accounts of the
corporation, except as may otherwise be required by the laws of the State of
Delaware, may be kept within or without the State of Delaware, at such place or
places as may from time to time be designated by the Bylaws or by resolution of
the directors. Section 10. Notices. Notice required to be given under the
provisions of these Bylaws to any director, officer or stockholder shall not be
construed to mean actual notice, but may be given in writing by depositing the
same in a post office or letter box, in a postpaid sealed wrapper, addressed to
such stockholder, officer or director at such address as appears on the books of
the corporation, and such notice shall be deemed to be given at the time when
the same shall thus be mailed. Any stockholder, officer or director may waive,
in writing, any notice required to be given under these Bylaws, whether before
or after the time stated therein.
ARTICLE VII. AMENDMENT OF BYLAWS
These Bylaws may be amended, altered, repealed or added to at any
regular meeting of the stockholders or of the board of directors or at any
special meeting called for that purpose.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that she is the secretary of
CADAPULT GRAPHIC SYSTEMS, INC., a corporation duly organized and existing under
and by virtue of the laws of the State of Delaware; that the above and foregoing
Bylaws of said corporation were duly adopted as such by the Board of Directors
of the corporation at a meeting of the Board of Directors held on the 24th day
of June, 1998, and that the above and foregoing Bylaws are now in full force and
effect.
DATED this 24th day of June, 1998.
/s/ Frances Blanco
-------------------------
Frances Blanco, Secretary
42
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THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FINANCIAL
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ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> MAY-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 22,820
<SECURITIES> 0
<RECEIVABLES> 1,676,124
<ALLOWANCES> 22,500
<INVENTORY> 1,057,084
<CURRENT-ASSETS> 3,138,414
<PP&E> 812,043
<DEPRECIATION> 580,019
<TOTAL-ASSETS> 3,811,976
<CURRENT-LIABILITIES> 3,017,304
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0
<COMMON> 2,583
<OTHER-SE> 614,267
<TOTAL-LIABILITY-AND-EQUITY> 3,811,976
<SALES> 1,623,754
<TOTAL-REVENUES> 1,623,754
<CGS> 1,237,942
<TOTAL-COSTS> 1,237,942
<OTHER-EXPENSES> 482,819
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21,894
<INCOME-PRETAX> (118,901)
<INCOME-TAX> (10,000)
<INCOME-CONTINUING> (108,901)
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