U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(g) of
The Securities Exchange Act of 1934
EURO-TEL, INC.
(Name of Small Business Issuer in its charter)
Colorado 84-1189040
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2851 S. Parker Road
Suite 720
Aurora, Colorado 80014
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (303) 671-8920
Securities to be registered pursuant to Section 12(b) of the Act:
none
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of Class)
Page One of Eighty-Five Pages
Exhibit Index is Located at Page 37.
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TABLE OF CONTENTS
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Page
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PART I
Item 1. Description of Business . . . . . . . . . . . . . 3
Item 2. Plan of Operation. . . . . . . . . . . . . . . . . 7
Item 3. Description of Property. . . . . . . . . . . . . . 13
Item 4. Security Ownership of Certain
Beneficial Owners and Management . . . . . . . . . 14
Item 5. Directors, Executive Officers, Promoters
and Control Persons. . . . . . . . . . . . . . . . 15
Item 6. Executive Compensation . . . . . . . . . . . . . . 19
Item 7. Certain Relationships and
Related Transactions. . . . . . . . . . . . . . . 20
Item 8. Description of Securities. . . . . . . . . . . . . 20
PART II
Item 1. Market for Common Equities and Related Stockholder
Matters . . . . . . . . . . . . . .. . . . . . . . 22
Item 2. Legal Proceedings. . . . . . . . . . . . . . . . . 24
Item 3. Changes in and Disagreements with Accountants. . . 24
Item 4. Recent Sales of Unregistered Securities. . . . . . 24
Item 5. Indemnification of Directors and Officers. . . . . 25
PART F/S
Financial Statements . . . . . . . . . . . . . . . 26
PART III
Item 1. Index to Exhibits. . . . . . . . . . . . . . . . . 37
Item 2. Description of Exhibits. . . . . . . . . . . . . . 38
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PART I
Item 1. Description of Business
Euro-Tel, Inc. (the "Company"), was incorporated on November
26, 1991 under the laws of the State of Colorado, to engage in any
lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. The Company has been in the
developmental stage since inception and has no operations to date.
Other than issuing shares to its original shareholders, the Company
never commenced any operational activities. As such, the Company
can be defined as a "shell" company, whose sole purpose at this
time is to locate and consummate a merger or acquisition with a
private entity. The Board of Directors of the Company has elected
to commence implementation of the Company's principal business
purpose, described below under "Item 2 - Plan of Operation".
The Company is filing this registration statement on a
voluntary basis because the primary attraction of the Company as a
merger partner or acquisition vehicle will be its status as a
public company. Any business combination or transaction will
likely result in a significant issuance of shares and substantial
dilution to present stockholders of the Company.
The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities or undertake any
offering of the Company's securities, either debt or equity, until
such time as the Company has successfully implemented its business
plan described herein. Relevant thereto, each shareholder of the
Company has executed and delivered a "lock-up" letter agreement,
affirming that they shall not sell their respective shares of the
Company's common stock until such time as the Company has
successfully consummated a merger or acquisition and the Company is
no longer classified as a "blank check" company. In order to
provide further assurances that no trading will occur in the
Company's securities until a merger or acquisition has been
consummated, each shareholder has agreed to place their respective
stock certificate with the Company's legal counsel, Andrew I.
Telsey, P.C., who will not release these respective certificates
until such time as legal counsel has confirmed that a merger or
acquisition has been successfully consummated. Andrew I. Telsey is
also an officer, director and principal shareholder of the Company.
However, while management believes that the procedures established
to preclude any sale of the Company's securities prior to closing
of a merger or acquisition will be sufficient, there can be no
assurances that the procedures established relevant herein will
unequivocally limit any shareholder's ability to sell their
respective securities before such closing.
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The Company's business is subject to numerous risk factors,
including the following:
No Operating History or Revenue and Minimal Assets. The
Company has had no operating history nor any revenues or earnings
from operations. The Company has no significant assets or
financial resources. The Company will, in all likelihood, sustain
operating expenses without corresponding revenues, at least until
the consummation of a business combination. This may result in the
Company incurring a net operating loss which will increase
continuously until the Company can consummate a business
combination with a profitable business opportunity. There is no
assurance that the Company can identify such a business opportunity
and consummate such a business combination.
Speculative Nature of Company's Proposed Operations. The
success of the Company's proposed plan of operation will depend to
a great extent on the operations, financial condition and
management of the identified business opportunity. While
management intends to seek business combination(s) with entities
having established operating histories, there can be no assurance
that the Company will be successful in locating candidates meeting
such criteria. In the event the Company completes a business
combination, of which there can be no assurance, the success of the
Company's operations may be dependent upon management of the
successor firm or venture partner firm and numerous other factors
beyond the Company's control.
Scarcity of and Competition for Business Opportunities and
Combinations. The Company is and will continue to be an
insignificant participant in the business of seeking mergers with,
joint ventures with and acquisitions of small private and public
entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers
and acquisitions of companies which may be desirable target
candidates for the Company. Nearly all such entities have
significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently, the
Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a
business combination. Moreover, the Company will also compete in
seeking merger or acquisition candidates with numerous other small
public companies.
No Agreement for Business Combination or Other Transaction-No
Standards for Business Combination. The Company has no arrangement,
agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public
entity. There can be no assurance the Company will be successful
in identifying and evaluating suitable business opportunities or in
concluding a business combination. Management has not identified
any particular industry or specific business within an industry for
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evaluation by the Company. There is no assurance the Company will
be able to negotiate a business combination on terms favorable to
the Company. The Company has not established a specific length of
operating history or a specified level of earnings, assets, net
worth or other criteria which it will require a target business
opportunity to have achieved, and without which the Company would
not consider a business combination in any form with such business
opportunity. Accordingly, the Company may enter into a business
combination with a business opportunity having no significant
operating history, losses, limited or no potential for earnings,
limited assets, negative net worth or other negative
characteristics.
Continued Management Control, Limited Time Availability.
While seeking a business combination, management anticipates
devoting up to twenty hours per month to the business of the
Company. None of the Company's officers has entered into a written
employment agreement with the Company and none is expected to do so
in the foreseeable future. The Company has not obtained key man
life insurance on any of its officers or directors. Notwithstanding
the combined limited experience and time commitment of management,
loss of the services of any of these individuals would adversely
affect development of the Company's business and its likelihood of
continuing operations. See "Item 5 - Directors, Executive
Officers, Promoters and Control Persons."
Conflicts of Interest - General. Officers and directors of
the Company may in the future participate in business ventures
which could be deemed to compete directly with the Company.
Additional conflicts of interest and non-arms length transactions
may also arise in the future in the event the Company's officers or
directors are involved in the management of any firm with which the
Company transacts business. Management has adopted a policy that
the Company will not seek a merger with, or acquisition of, any
entity in which management serve as officers, directors or
partners, or in which they or their family members own or hold any
ownership interest.
Reporting Requirements May Delay or Preclude Acquisition.
Sections 13 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), require companies subject thereto to provide
certain information about significant acquisitions, including
certified financial statements for the company acquired, covering
one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by
some target entities to prepare such statements may significantly
delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition prospects that do
not have or are unable to obtain the required audited statements
may not be appropriate for acquisition so long as the reporting
requirements of the 1934 Act are applicable.
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Lack of Market Research or Marketing Organization. The
Company has neither conducted, nor have others made available to
it, results of market research indicating that market demand exists
for the transactions contemplated by the Company. Moreover, the
Company does not have, and does not plan to establish, a marketing
organization. Even in the event demand is identified for a merger
or acquisition contemplated by the Company, there is no assurance
the Company will be successful in completing any such business
combination.
Lack of Diversification. The Company's proposed operations,
even if successful, will in all likelihood result in the Company
engaging in a business combination with a business opportunity.
Consequently, the Company's activities may be limited to those
engaged in by business opportunities which the Company merges with
or acquires. The Company's inability to diversify its activities
into a number of areas may subject the Company to economic
fluctuations within a particular business or industry and therefore
increase the risks associated with the Company's operations.
Regulation. Although the Company will be subject to
regulation under the Securities Exchange Act of 1934, management
believes the Company will not be subject to regulation under the
Investment Company Act of 1940, insofar as the Company will not be
engaged in the business of investing or trading in securities. In
the event the Company engages in business combinations which result
in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the
Investment Company Act of 1940. In such event, the Company would
be required to register as an investment company and could be
expected to incur significant registration and compliance costs.
The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company
under the Investment Company Act of 1940 and, consequently, any
violation of such Act would subject the Company to material adverse
consequences.
Probable Change in Control and Management. A business
combination involving the issuance of the Company's Common Shares
will, in all likelihood, result in shareholders of a private
company obtaining a controlling interest in the Company. Any such
business combination may require management of the Company to sell
or transfer all or a portion of the Company's Common Shares held by
them, or resign as members of the Board of Directors of the
Company. The resulting change in control of the Company could
result in removal of one or more present officers and directors of
the Company and a corresponding reduction in or elimination of
their participation in the future affairs of the Company.
Reduction of Percentage Share Ownership Following Business
Combination. The Company's primary plan of operation is based
upon a business combination with a private concern which, in all
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likelihood, would result in the Company issuing securities to
shareholders of any such private company. The issuance of
previously authorized and unissued Common Shares of the Company
would result in reduction in percentage of shares owned by present
and prospective shareholders of the Company and may result in a
change in control or management of the Company.
Disadvantages of Blank Check Offering. The Company may enter
into a business combination with an entity that desires to
establish a public trading market for its shares. A business
opportunity may attempt to avoid what it deems to be adverse
consequences of undertaking its own public offering by seeking a
business combination with the Company. Such consequences may
include, but are not limited to, time delays of the registration
process, significant expenses to be incurred in such an offering,
loss of voting control to public shareholders and the inability or
unwillingness to comply with various federal and state laws enacted
for the protection of investors.
Taxation. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination the
Company may undertake. Currently, such transactions may be
structured so as to result in tax-free treatment to both companies,
pursuant to various federal and state tax provisions. The Company
intends to structure any business combination so as to minimize the
federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such
business combination will meet the statutory requirements of a tax-
free reorganization or that the parties will obtain the intended
tax-free treatment upon a transfer of stock or assets. A non-
qualifying reorganization could result in the imposition of both
federal and state taxes which may have an adverse effect on both
parties to the transaction.
Requirement of Audited Financial Statements May Disqualify
Business Opportunities. Management of the Company believes that
any potential business opportunity must provide audited financial
statements for review, for the protection of all parties to the
business combination. One or more attractive business
opportunities may choose to forego the possibility of a business
combination with the Company, rather than incur the expenses
associated with preparing audited financial statements.
Item 2. Plan of Operation
The Company intends to seek to acquire assets or shares of an
entity actively engaged in business which generates revenues, in
exchange for its securities. The Company has no particular
acquisitions in mind and has not entered into any negotiations
regarding such an acquisition. None of the Company's officers,
directors, promoters or affiliates have engaged in any preliminary
contact or discussions with any representative of any other company
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regarding the possibility of an acquisition or merger between the
Company and such other company as of the date of this registration
statement.
The Company has no full time employees. The Company's
President and Secretary have agreed to allocate a portion of their
time to the activities of the Company, without compensation. These
officers anticipate that the business plan of the Company can be
implemented by their devoting approximately 20 hours per month to
the business affairs of the Company and, consequently, conflicts of
interest may arise with respect to the limited time commitment by
such officers. See "Item 5 - Directors, Executive Offricers,
Promoters and Control Persons - Resumes."
One of the Company's officers and directors was formerly
involved with another "blank check" company. See "Management -
Previous Blind Pool Experience." The Company's officers and
directors may, in the future, become involved with other companies
who have a business purpose similar to that of the Company. As a
result, additional potential conflicts of interest may arise in the
future. If such a conflict does arise and an officer or director of
the Company is presented with business opportunities under
circumstances where there may be a doubt as to whether the
opportunity should belong to the Company or another "blank check"
company they are affiliated with, they will disclose the
opportunity to all such companies. If a situation arises in which
more than one company desires to merge with or acquire that target
company and the principals of the proposed target company has no
preference as to which company will merger or acquire such target
company, the company which first filed a registration statement
with the Securities and Exchange Commission will be entitled to
proceed with the proposed transaction. See "Item 5 - Directors,
Executive Officers, Promoters and Control Persons - Prior 'Blank
Check' Experience."
The Articles of Incorporation of the Company provides that the
Company shall possess and may indemnify officers and/or directors
of the Company for liabilities, which can include liabilities
arising under the securities laws. Therefore, assets of the
Company could be used or attached to satisfy any liabilities
subject to such indemnification. See "Part II - Item 5 -
Indemnification of Directors and Officers."
General Business Plan
The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business
opportunities presented to it by persons or firms who or which
desire to seek the perceived advantages of an Exchange Act
registered corporation. The Company will not restrict its search
to any specific business, industry, or geographical location and
the Company may participate in a business venture of virtually any
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kind or nature. This discussion of the proposed business is
purposefully general and is not meant to be restrictive of the
Company's virtually unlimited discretion to search for and enter
into potential business opportunities. Management anticipates that
it may be able to participate in only one potential business
venture because the Company has nominal assets and limited
financial resources. See Item F/S, "Financial Statements." This
lack of diversification should be considered a substantial risk to
shareholders of the Company because it will not permit the Company
to offset potential losses from one venture against gains from
another.
The Company may seek a business opportunity with entities
which have recently commenced operations, or which wish to utilize
the public marketplace in order to raise additional capital in
order to expand into new products or markets, to develop a new
product or service, or for other corporate purposes. The Company
may acquire assets and establish wholly-owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
The Company anticipates that the selection of a business
opportunity in which to participate will be complex and extremely
risky. Due to general economic conditions, rapid technological
advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking
the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms
on which additional equity financing may be sought, providing
liquidity for incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of
applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities may occur in many
different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis
of such business opportunities extremely difficult and complex.
The Company has, and will continue to have, no capital with
which to provide the owners of business opportunities with any
significant cash or other assets. However, management believes the
Company will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a
publicly registered company without incurring the cost and time
required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and
accounting costs in connection with acquisition of a business
opportunity, including the costs of preparing Form 8-K's, 10-K's or
10-KSB's, agreements and related reports and documents. The
Securities Exchange Act of 1934 (the "34 Act"), specifically
requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited
financial statements to be included within the numerous filings
relevant to complying with the 34 Act. Nevertheless, the officers
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and directors of the Company have not conducted market research and
are not aware of statistical data which would support the perceived
benefits of a merger or acquisition transaction for the owners of
a business opportunity.
The analysis of new business opportunities will be undertaken
by, or under the supervision of, the officers and directors of the
Company, none of whom is a professional business analyst.
Management intends to concentrate on identifying preliminary
prospective business opportunities which may be brought to its
attention through present associations of the Company's officers
and directors, or by the Company's shareholders. In analyzing
prospective business opportunities, management will consider such
matters as the available technical, financial and managerial
resources; working capital and other financial requirements;
history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of
management services which may be available and the depth of that
management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the
Company; the potential for growth or expansion; the potential for
profit; the perceived public recognition of acceptance of products,
services, or trades; name identification; and other relevant
factors. Officers and directors of the Company expect to meet
personally with management and key personnel of the business
opportunity as part of their investigation. To the extent
possible, the Company intends to utilize written reports and
personal investigation to evaluate the above factors. The Company
will not acquire or merge with any company for which audited
financial statements cannot be obtained within a reasonable period
of time after closing of the proposed transaction.
Management of the Company, while not especially experienced in
matters relating to the new business of the Company, shall rely
upon their own efforts and, to a much lesser extent, the efforts of
the Company's shareholders, in accomplishing the business purposes
of the Company. It is not anticipated that any outside consultants
or advisors will be utilized by the Company to effectuate its
business purposes described herein. However, if the Company does
retain such an outside consultant or advisor, any cash fee earned
by such party will need to be paid by the prospective merger/
acquisition candidate, as the Company has no cash assets with which
to pay such obligation. There have been no contracts or agreements
with any outside consultants and none are anticipated in the
future.
The Company will not restrict its search for any specific kind
of firms, but may acquire a venture which is in its preliminary or
development stage, which is already in operation, or in essentially
any stage of its corporate life. It is impossible to predict at
this time the status of any business in which the Company may
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become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer. However,
the Company does not intend to obtain funds in one or more private
placements to finance the operation of any acquired business
opportunity until such time as the Company has successfully
consummated such a merger or acquisition.
It is anticipated that the Company will incur nominal expenses
in the implementation of its business plan described herein.
Because the Company has no capital with which to pay these
anticipated expenses, present management of the Company will pay
these charges with their personal funds, as interest free loans to
the Company. However, the only opportunity which management has to
have these loans repaid will be from a prospective merger or
acquisition candidate. Management has agreed among themselves that
the repayment of any loans made on behalf of the Company will not
impede, or be made conditional in any manner, to consummation of a
proposed transaction.
Acquisition of Opportunities
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and
shareholders of the Company will no longer be in control of the
Company. In addition, the Company's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by new
directors without a vote of the Company's shareholders or may sell
their stock in the Company. Any terms of sale of the shares
presently held by officers and/or directors of the Company will be
also afforded to all other shareholders of the Company on similar
terms and conditions. Any and all such sales will only be made in
compliance with the securities laws of the United States and any
applicable state.
It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from
registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, of
which there can be no assurance, it will be undertaken by the
surviving entity after the Company has successfully consummated a
merger or acquisition and the Company is no longer considered a
"shell" company. Until such time as this occurs, the Company will
not attempt to register any additional securities. The issuance of
substantial additional securities and their potential sale into any
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trading market which may develop in the Company's securities may
have a depressive effect on the value of the Company's securities
in the future, if such a market develops, of which there is no
assurance.
While the actual terms of a transaction to which the Company
may be a party cannot be predicted, it may be expected that the
parties to the business transaction will find it desirable to avoid
the creation of a taxable event and thereby structure the
acquisition in a so-called "tax-free" reorganization under Sections
368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In
order to obtain tax-free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80% or
more of the voting stock of the surviving entity. In such event,
the shareholders of the Company, would retain less than 20% of the
issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors
of the Company will meet personally with management and key
personnel, may visit and inspect material facilities, obtain
independent analysis of verification of certain information
provided, check references of management and key personnel, and
take other reasonable investigative measures, to the extent of the
Company's limited financial resources and management expertise.
The manner in which the Company participates in an opportunity will
depend on the nature of the opportunity, the respective needs and
desires of the Company and other parties, the management of the
opportunity and the relative negotiation strength of the Company
and such other management.
With respect to any merger or acquisition, negotiations with
target company management is expected to focus on the percentage of
the Company which the target company shareholders would acquire in
exchange for all of their shareholdings in the target company.
Depending upon, among other things, the target company's assets and
liabilities, the Company's shareholders will in all likelihood hold
a substantially lesser percentage ownership interest in the Company
following any merger or acquisition. The percentage ownership may
be subject to significant reduction in the event the Company
acquires a target company with substantial assets. Any merger or
acquisition effected by the Company can be expected to have a
significant dilutive effect on the percentage of shares held by the
Company's then shareholders.
The Company will participate in a business opportunity only
after the negotiation and execution of appropriate written
agreements. Although the terms of such agreements cannot be
predicted, generally such agreements will require some specific
representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing
and the conditions which must be satisfied by each of the parties
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prior to and after such closing, will outline the manner of bearing
costs, including costs associated with the Company's attorneys and
accountants, will set forth remedies on default and will include
miscellaneous other terms.
As stated hereinabove, the Company will not acquire or merge
with any entity which cannot provide independent audited financial
statements within a reasonable period of time after closing of the
proposed transaction. The Company is subject to all of the
reporting requirements included in the 34 Act. Included in these
requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to
be filed with the Securities and Exchange Commission upon
consummation of a merger or acquisition, as well as the Company's
audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable). If such audited financial
statements are not available at closing, or within time parameters
necessary to insure the Company's compliance with the requirements
of the 34 Act, or if the audited financial statements provided do
not conform to the representations made by the candidate to be
acquired in the closing documents, the closing documents will
provide that the proposed transaction will be voidable, at the
discretion of the present management of the Company. If such
transaction is voided, the agreement will also contain a provision
providing for the acquisition entity to reimburse the Company for
all costs associated with the proposed transaction.
Competition
The Company will remain an insignificant participant among the
firms which engage in the acquisition of business opportunities.
There are many established venture capital and financial concerns
which have significantly greater financial and personnel resources
and technical expertise than the Company. In view of the Company's
combined extremely limited financial resources and limited
management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Company's
competitors.
Item 3. Description of Property
The Company has no properties and at this time has no
agreements to acquire any properties. The Company intends to
attempt to acquire assets or a business in exchange for its
securities which assets or business is determined to be desirable
for its objectives.
The Company operates from its offices at 2851 S. Parker Road,
Suite 720, Aurora, Colorado 80014. This space is provided to the
Company on a rent free basis by Andrew I. Telsey, an officer and
director of the Company and it is anticipated that this arrangement
will remain until such time as the Company successfully consummates
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a merger or acquisition. Management believes that this space will
meet the Company's needs for the foreseeable future.
Item 4. Security Ownership of Certain Beneficial Owners and
Management
The table below lists the beneficial ownership of the
Company's voting securities by each person known by the Company to
be the beneficial owner of more than 5% of such securities, as well
as the securities of the Company beneficially owned by all
directors and officers of the Company. Unless otherwise indicated,
the shareholders listed possess sole voting and investment power
with respect to the shares shown.
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent of
Title of Class Owner Owner Class
<S> <C> <C> <C>
Common Andrew I. Telsey 315,000 63%
6198 S. Moline Ct.
Englewood, CO 80111
Common Brad A. Weiman 25,000 5%
821 17th St., Suite 300
Denver, CO 80202
Common Darlene D. Kell 25,000 5%
2851 S. Parker Rd., #720
Aurora, CO 80014
Common All Officers and 365,000 73%
Directors as a
Group (3 persons)
</TABLE>
The balance of the Company's outstanding Common Shares are
held by 7 persons.
(b) Security Ownership of Management.
The following table sets forth the beneficial ownership for
each class of equity securities of Euro-Tel, Inc. beneficially
owned by all directors and officers of the Company.
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<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent
Title of Class Owner Owner of Class
<S> <C> <C> <C>
Common Andrew I. Telsey 315,000 63%
6198 S. Moline Ct.
Englewood, CO 80111
Common Brad A. Weiman 25,000 5%
821 17th St., Suite 300
Denver, CO 80202
Common Darlene D. Kell 25,000 5%
2851 S. Parker Rd., #720
Aurora, CO 80014
Common All Officers and 365,000 73%
Directors as a
Group (3 persons)
</TABLE>
Item 5. Directors, Executive Officers, Promoters and Control
Persons.
The directors and officers of the Company are as follows:
Name Age Position
Andrew I. Telsey 43 President, Director
Darlene D. Kell 51 Secretary, Director
Brad A. Weiman 36 Director
The above listed officers and directors will serve until the
next annual meeting of the shareholders or until their death,
resignation, retirement, removal, or disqualification, or until
their successors have been duly elected and qualified. Vacancies
in the existing Board of Directors are filled by majority vote of
the remaining Directors. Officers of the Company serve at the will
of the Board of Directors. There is no family relationship between
any executive officer and director of the Company.
Resumes
Andrew I. Telsey, President and a director. Mr. Telsey has
held his positions with the Company since its inception. From 1984
through the present, Mr. Telsey has been employed by Andrew I.
Telsey, P.C., Aurora, Colorado, a professional corporation engaged
in the practice of law, emphasizing securities law, mergers,
acquisitions and general business matters. This firm is also legal
counsel to the Company. Mr. Telsey received a Juris Doctor degree
15
<PAGE>
from Syracuse University College of Law in 1979 and a Bachelor of
Arts degree from Ithaca College in 1975. He devotes only such time
as necessary to the business of the Company, which is not expected
to exceed 20 hours per month.
Darlene D. Kell, Secretary and Director. Ms. Kell has held
her position with the Company since December 1992. Since September
1994, Ms. Kell has been employed as a paralegal and office manager
for Andrew I. Telsey, P.C., Aurora, Colorado. Prior, from October
1993 to August 1994, Ms. Kell was employed as a paralegal/office
manager for Wherry & Wherry, P.C., a law firm located in Denver,
Colorado. From May 1993 to September 1993, Ms. Kell was self-
employed, offering free-lance secretarial, paralegal and
bookkeeping services in Denver, Colorado. Prior thereto, from
January 1993 through May 1993, Ms. Kell was employed as a
paralegal/office manager for A. Thomas Tenenbaum, P.C., Denver,
Colorado and with Dihle & Co., P.C., Denver, Colorado, from July
1991 through December 1992. She devotes only such time as
necessary to the business of the Company, which is not expected to
exceed 10 hours per month.
Brad A. Weiman, director. Mr. Weiman has held his position
with the Company since its inception. Mr. Weiman is presently an
owner, Senior Vice President and a director of Joseph Farber &
Company, Inc., Denver, Colorado, a privately held Colorado
corporation engaged in performing commercial and industrial real
estate appraisals and investment analysis and valuations of
shopping centers, regional malls, office buildings and other
commercial tracts. With the exception of his positions as an owner
and director, which positions he assumed in December 1990, he has
been so employed as Senior Vice President since 1981. Mr. Weiman
received a Bachelor of Science degree from the University of Denver
in 1982. He devotes only such time as necessary to the business
of the Company, which time is expected to be nominal.
Prior "Blank Check" Experience
Messrs. Telsey and Weiman and Ms. Kell were officers and/or
directors of SDT Holding Corporation "(SDT"), a "blank check"
public reporting company. SDT filed a Registration Statement on
Form 10-SB in July 1994, which became effective in December 1994,
wherein it registered its common stock pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended. Effective October
30, 1996, SDT successfully consummated a share exchange agreement
with European Business Group (UK), Plc., an English corporation
("EBG") with its principal place of business located in Surrey,
England. The terms of the transaction involved the Company
undertaking a forward split of its issued and outstanding common
shares whereby 8 shares of common stock were issued in exchange for
every one (1) share of common stock and thereafter, the Company
issued an aggregate of 18,000,000 shares of its "restricted" common
stock (post forward split) to the former shareholders of EBG in
16
<PAGE>
exchange for all of the issued and outstanding stock of EBG. EBG
remains in existence as a wholly-owned foreign subsidiary of the
Company.
EBG is a leasing company doing business through 16 wholly
owned subsidiary companies. For purposes herein, all references to
EBG shall include EBG and its subsidiaries. EBG's business is
centered around two specific segments of the leasing industry,
including (i) marine containers; and (ii) the sale of licensing
rights to city information billboards worldwide (primarily in the
U.S.). On an unaudited basis and as of August 31, 1996, EBG's
consolidated balance sheet showed assets of approximately $415.8
million (US), liabilities of approximately $320.6 million (US) and
shareholder equity of approximately $95.2 million (US). During
EBG's fiscal year ended August 31, 1996, it had consolidated gross
revenues of approximately $54.4 million (US) and net pre-tax
profits of approximately $19.6 million. As of the date of this
registration statement, EBG's audited financial statements are in
the process of being completed and it is expected that the common
stock will begin to trade shortly after completion of the audit.
Mr. Telsey was also formerly an officer and director of
Ashland Capital Group, Inc. ("Ashland"), a public reporting
company. Ashland obtained effectiveness of a registration
statement filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in May 1989.
The company successfully closed its initial public offering on
February 16, 1990, whereby 5,000,000 units were sold to the public
at a price of $.01 per unit. The Company derived approximately
$41,000 in net proceeds as a result of the offering.
On October 9, 1990, pursuant to a definitive agreement,
Ashland acquired all of the issued and outstanding shares of Visual
Presentation Products, Inc., a Florida corporation ("VPP"), in
exchange for the issuance of common stock equal to approximately
80% of the Company's issued and outstanding common shares. At the
closing of the transaction, Ashland had available approximately
$37,000 in cash, remaining from the proceeds derived from its
initial public offering. Mr. Telsey resigned his positions with
Ashland upon the closing of this agreement and was replaced by the
then management of VPP pursuant to the affirmative vote of the
Ashland shareholders.
After closing of the transaction with VPP, Ashland changed its
name to "Visual Design Industries, Inc." ("VDI"). VDI subsequently
filed a registration statement with the SEC, undertaking a
secondary offering of its securities. Prior to effectiveness of
the registration statement, VDI's underwriter, Nutmeg Securities,
Inc., abandoned the proposed offering. To date, no market in the
company's securities has ever developed.
17
<PAGE>
Additionally, Mr. Telsey's practice of law emphasizes
corporate and securities transactions, including mergers and
acquisitions. As a result, Mr. Telsey has had additional
experience in identifying private merger candidates. Other than as
disclosed hereinabove, no other member of the Company's management
has had any experience in identifying and examining private
business candidates.
The foregoing is a complete description of all "blank check"
companies with whom management of the Company has been, or is,
involved.
Conflicts of Interest
Members of the Company's management are associated with other
firms involved in a range of business activities. Consequently,
there are potential inherent conflicts of interest in their acting
as officers and directors of the Company. Insofar as the officers
and directors are engaged in other business activities, management
anticipates it will devote only a minor amount of time to the
Company's affairs.
The officers and directors of the Company are now and may in
the future become shareholders, officers or directors of other
companies which may be formed for the purpose of engaging in
business activities similar to those conducted by the Company.
Accordingly, additional direct conflicts of interest may arise in
the future with respect to such individuals acting on behalf of the
Company or other entities. Moreover, additional conflicts of
interest may arise with respect to opportunities which come to the
attention of such individuals in the performance of their duties or
otherwise. The Company does not currently have a right of first
refusal pertaining to opportunities that come to management's
attention insofar as such opportunities may relate to the Company's
proposed business operations.
The officers and directors are, so long as they are officers
or directors of the Company, subject to the restriction that all
opportunities contemplated by the Company's plan of operation which
come to their attention, either in the performance of their duties
or in any other manner, will be considered opportunities of, and be
made available to the Company and the companies that they are
affiliated with on an equal basis. A breach of this requirement
will be a breach of the fiduciary duties of the officer or
director. If the Company or the companies in which the officers
and directors are affiliated with both desire to take advantage of
an opportunity, then said officers and directors would abstain from
negotiating and voting upon the opportunity. However, all
directors may still individually take advantage of opportunities if
the Company should decline to do so. Except as set forth above,
the Company has not adopted any other conflict of interest policy
with respect to such transactions.
18
<PAGE>
Investment Company Act of 1940
Although the Company will be subject to regulation under the
Securities Act of 1933 and the Securities Exchange Act of 1934,
management believes the Company will not be subject to regulation
under the Investment Company Act of 1940 insofar as the Company
will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business
combinations which result in the Company holding passive investment
interests in a number of entities, the Company could be subject to
regulation under the Investment Company Act of 1940. In such
event, the Company would be required to register as an investment
company and could be expected to incur significant registration and
compliance costs. The Company has obtained no formal determination
from the Securities and Exchange Commission as to the status of the
Company under the Investment Company Act of 1940 and, consequently,
any violation of such Act would subject the Company to material
adverse consequences. The Company's Board of Directors unanimously
approved a resolution stating that it is the Company's desire to be
exempt from the Investment Company Act of 1940 via Regulation 3a-2
thereto.
Item 6. Executive Compensation.
None of the Company's officers and/or directors receive any
compensation for their respective services rendered unto the
Company, nor have they received such compensation in the past.
They all have agreed to act without compensation until authorized
by the Board of Directors, which is not expected to occur until the
Company has generated revenues from operations after consummation
of a merger or acquisition. As of the date of this registration
statement, the Company has no funds available to pay directors.
Further, none of the directors are accruing any compensation
pursuant to any agreement with the Company.
It is possible that, after the Company successfully
consummates a merger or acquisition with an unaffiliated entity,
that entity may desire to employ or retain one or a number of
members of the Company's management for the purposes of providing
services to the surviving entity, or otherwise provide other
compensation to such persons. However, the Company has adopted a
policy whereby the offer of any post-transaction remuneration to
members of management will not be a consideration in the Company's
decision to undertake any proposed transaction. Each member of
management has agreed to disclose to the Company's Board of
Directors any discussions concerning possible compensation to be
paid to them by any entity which proposes to undertake a
transaction with the Company and further, to abstain from voting on
such transaction. Therefore, as a practical matter, if each member
of the Company's Board of Directors is offered compensation in any
form from any prospective merger or acquisition candidate, the
proposed transaction will not be approved by the Company's Board of
19
<PAGE>
Directors as a result of the inability of the Board to
affirmatively approve such a transaction.
It is possible that persons associated with management may
refer a prospective merger or acquisition candidate to the Company.
In the event the Company consummates a transaction with any entity
referred by associates of management, it is possible that such an
associate will be compensated for their referral in the form of a
finder's fee. It is anticipated that this fee will be either in
the form of restricted common stock issued by the Company as part
of the terms of the proposed transaction, or will be in the form of
cash consideration. However, if such compensation is in the form
of cash, such payment will be tendered by the acquisition or merger
candidate, because the Company has insufficient cash available.
The amount of such finder's fee cannot be determined as of the date
of this registration statement, but is expected to be comparable to
consideration normally paid in like transactions. No member of
management of the Company will receive any finders fee, either
directly or indirectly, as a result of their respective efforts to
implement the Company's business plan outlined herein.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
Item 7. Certain Relationships and Related Transactions.
There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-B.
Item 8. Description of Securities.
The Company's authorized capital stock consists of 125,000,000
shares, of which 25,000,000 shares are Preferred Shares, par value
$0.01 per share, and 100,000,000 are Common Shares, no par value
per share. There are 500,000 Common Shares issued and outstanding
as of the date of this filing. There are no preferred shares
issued or outstanding.
Common Stock. All shares of Common Stock have equal voting
rights and, when validly issued and outstanding, are entitled to
one vote per share in all matters to be voted upon by shareholders.
The shares of Common Stock have no preemptive, subscription,
conversion or redemption rights and may be issued only as fully-
paid and nonassessable shares. Cumulative voting in the election
of directors is not permitted, which means that the holders of a
majority of the issued and outstanding shares of Common Stock
represented at any meeting at which a quorum is present will be
able to elect the entire Board of Directors if they so choose and,
in such event, the holders of the remaining shares of Common Stock
will not be able to elect any directors. In the event of
20
<PAGE>
liquidation of the Company, each shareholder is entitled to receive
a proportionate share of the Company's assets available for
distribution to shareholders after the payment of liabilities and
after distribution in full of preferential amounts, if any. All
shares of the Company's Common Stock issued and outstanding are
fully-paid and nonassessable. Holders of the Common Stock are
entitled to share pro rata in dividends and distributions with
respect to the Common Stock, as may be declared by the Board of
Directors out of funds legally available therefor.
Preferred Shares. Shares of Preferred Stock may be issued
from time to time in one or more series as may be determined by the
Board of Directors. The voting powers and preferences, the
relative rights of each such series and the qualifications,
limitations and restrictions thereof shall be established by the
Board of Directors, except that no holder of Preferred Stock shall
have preemptive rights. The Company has no shares of Preferred
Stock outstanding, and the Board of Directors does not plan to
issue any shares of Preferred Stock for the foreseeable future,
unless the issuance thereof shall be in the best interests of the
Company.
The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities until such time as
the Company has successfully implemented its business plan
described herein. Relevant thereto, each shareholder of the
Company has executed and delivered a "lock-up" letter agreement,
affirming that they shall not sell their respective shares of the
Company's common stock until such time as the Company has
successfully consummated a merger or acquisition and the Company is
no longer classified as a "blank check" company. In order to
provide further assurances that no trading will occur in the
Company's securities until a merger or acquisition has been
consummated, each shareholder has agreed to place their respective
stock certificate with the Company's legal counsel, Andrew I.
Telsey, P.C., who will not release these respective certificates
until such time as legal counsel has confirmed that a merger or
acquisition has been successfully consummated. Mr. Telsey is also
an officer, director and principal shareholder of the Company.
However, while management believes that the procedures established
to preclude any sale of the Company's securities prior to closing
of a merger or acquisition will be sufficient, there can be no
assurances that the procedures established relevant herein will
unequivocally limit any shareholder's ability to sell their
respective securities before such closing.
21
<PAGE>
PART II
Item 1. Market Price for Common Equity and Related Stockholder
Matters.
There is no trading market for the Company's Common Stock at
present and there has been no trading market to date. Management
has not undertaken any discussions, preliminary or otherwise, with
any prospective market maker concerning the participation of such
market maker in the aftermarket for the Company's securities and
management does not intend to initiate any such discussions until
such time as the Company has consummated a merger or acquisition.
There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.
a. Market Price. The Company's Common Stock is not quoted at
the present time.
Effective August 11, 1993, the Securities and Exchange
Commission adopted Rule 15g-9, which established the definition of
a "penny stock," for purposes relevant to the Company, as any
equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share,
subject to certain exceptions. For any transaction involving a
penny stock, unless exempt, the rules require: (i) that a broker or
dealer approve a person's account for transactions in penny stocks;
and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve
a person's account for transactions in penny stocks, the broker or
dealer must (i) obtain financial information and investment
experience and objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are suitable
for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks. The broker or dealer must
also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the Commission relating to the
penny stock market, which, in highlight form, (i) sets forth the
basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a
signed, written agreement from the investor prior to the
transaction. Disclosure also has to be made about the risks of
investing in penny stock in both public offering and in secondary
trading, and about commissions payable to both the broker-dealer
and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in
cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for
the penny stock held in the account and information on the limited
market in penny stocks.
22
<PAGE>
The National Association of Securities Dealers, Inc. (the
"NASD"), which administers NASDAQ, has recently made changes in the
criteria for continued NASDAQ eligibility. In order to continue to
be included on NASDAQ, a company must maintain $2,000,000 in total
assets, a $200,000 market value of its publicly-traded securities
and $1,000,000 in total capital and surplus. In addition,
continued inclusion requires two market-makers and a minimum bid
price of $1.00 per share, provided, however, that if a company
falls below such minimum bid price it will remain eligible for
continued inclusion on NASDAQ if the market value of its publicly-
traded securities is at least $1,000,000 and the Company has
$2,000,000 in capital and surplus.
Management intends to strongly consider undertaking a
transaction with any merger or acquisition candidate which will
allow the Company's securities to be traded without the aforesaid
limitations. However, there can be no assurances that, upon a
successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange,
or be able to maintain the maintenance criteria necessary to insure
continued listing. The failure of the Company to qualify its
securities or to meet the relevant maintenance criteria after such
qualification in the future may result in the discontinuance of the
inclusion of the Company's securities on a national exchange. In
such events, trading, if any, in the Company's securities may then
continue in the non-NASDAQ over-the-counter market. As a result,
a shareholder may find it more difficult to dispose of, or to
obtain accurate quotations as to the market value of, the Company's
securities.
b. Holders. There are ten (10) holders of the Company's
Common Stock. In January 1992, the Company issued 100 of its
Common Shares for services and expenses valued at $5.00 per share
($500.00). All of the issued and outstanding shares of the
Company's Common Stock were issued in accordance with the exemption
from registration afforded by Section 4(2) of the Securities Act of
1933. Thereafter, in November 1996, the Company undertook a
forward split of its common stock wherein 5,000 shares were issued
for every 1 share of common stock then issued and outstanding.
As of the date of this report, 500,000 shares of the Company's
Common Stock are eligible for sale under Rule 144 promulgated under
the Securities Act of 1933, as amended, subject to certain
limitations included in said Rule. In general, under Rule 144, a
person (or persons whose shares are aggregated), who has satisfied
a two year holding period, under certain circumstances, may sell
within any three-month period a number of shares which does not
exceed the greater of one percent of the then outstanding Common
Stock or the average weekly trading volume during the four calendar
weeks prior to such sale. Rule 144 also permits, under certain
circumstances, the sale of shares without any quantity limitation
by a person who has satisfied a three-year holding period and who
23
<PAGE>
is not, and has not been for the preceding three months, an
affiliate of the Company.
c. Dividends. The Company has not paid any dividends to
date, and has no plans to do so in the immediate future.
Item 2. Legal Proceedings.
There is no litigation pending or threatened by or against
the Company.
Item 3. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.
The Company has not changed accountants since its formation
and there are no disagreements with the findings of said
accountants.
Item 4. Recent Sales of Unregistered Securities.
The Company has not issued any of its securities during the
three year period preceding the date of this Registration
Statement. All of the shares of Common Stock of the Company
previously issued have been issued for investment purposes in a
"private transaction" and are "restricted" shares as defined in
Rule 144 under the Securities Act of 1933, as amended (the "Act").
These shares may not be offered for public sale except under Rule
144, or otherwise, pursuant to the Act.
As of the date of this report, all of the issued and
outstanding shares of the Company's Common Stock are eligible for
sale under Rule 144 promulgated under the Securities Act of 1933,
as amended, subject to certain limitations included in said Rule.
However, all of the shareholders of the Company have executed and
delivered a "lock-up" letter agreement which provides that each
such shareholder shall not sell their respective securities until
such time as the Company has successfully consummated a merger or
acquisition. Further, each shareholder has placed their respective
stock certificate with the Company's legal counsel, Andrew I.
Telsey, P.C., who has agreed not to release any of the certificates
until the Company has closed a merger or acquisition. Mr. Telsey is
also an officer, director and principal shareholder of the Company.
Any liquidation by the current shareholders after the release from
the "lock-up" selling limitation period may have a depressive
effect upon the trading prices of the Company's securities in any
future market which may develop.
In general, under Rule 144, a person (or persons whose shares
are aggregated) who has satisfied a two year holding period, under
certain circumstances, may sell within any three-month period a
number of shares which does not exceed the greater of one percent
of the then outstanding Common Stock or the average weekly trading
24
<PAGE>
volume during the four calendar weeks prior to such sale. Rule 144
also permits, under certain circumstances, the sale of shares
without any quantity limitation by a person who has satisfied a
three-year holding period and who is not, and has not been for the
preceding three months, an affiliate of the Company.
Item 5. Indemnification of Directors and Officers.
The Company's Articles of Incorporation incorporate the
provisions of the Colorado Business Corporation Act providing for
the indemnification of officers and directors and other persons
against expenses, judgments, fines and amounts paid in settlement
in connection with threatened, pending or completed suits or
proceedings against such persons by reason of serving or having
served as officers, directors or in other capacities, except in
relation to matters with respect to which such persons shall be
determined not to have acted in good faith and in the best
interests of the Company. With respect to matters as to which the
Company's officers and directors and others are determined to be
liable for misconduct or negligence, including gross negligence in
the performance of their duties to the Company, Colorado law
provides for indemnification only to the extent that the court in
which the action or suit is brought determines that such person is
fairly and reasonably entitled to indemnification for such expenses
which the court deems proper.
Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to officers, directors or persons
controlling the Company pursuant to the foregoing, the Company has
been informed that in the opinion of the U.S. Securities and
Exchange Commission such indemnification is against public policy
as expressed in the 1933 Act, and is therefore unenforceable.
In accordance with the laws of the State of Colorado, the
Company's Bylaws authorize indemnification of a director, officer,
employee, or agent of the Company for expenses incurred in
connection with any action, suit, or proceeding to which he or she
is named a party by reason of his having acted or served in such
capacity, except for liabilities arising from his own misconduct or
negligence in performance of his or her duty. In addition, even a
director, officer, employee, or agent of the Company who was found
liable for misconduct or negligence in the performance of his or
her duty may obtain such indemnification if, in view of all the
circumstances in the case, a court of competent jurisdiction
determines such person is fairly and reasonably entitled to
indemnification. Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended, may be
permitted to directors, officers, or persons controlling the
issuing Company pursuant to the foregoing provisions, the Company
has been informed that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy
as expressed in the Act and is therefore unenforceable.
25
<PAGE>
PART F/S
Financial Statements.
The following financial statements are attached to this report
and filed as a part thereof. See page .
1) Table of Contents - Financial Statements
2) Report of Independent Auditor
3) Balance Sheet
4) Statement of Cash Flows
5) Statement of Shareholders' Equity
6) Notes to Financial Statements
26
<PAGE>
EURO - TEL, INC.
Audited Financial Statements
For the Year Ended September 30, 1996 and 1995
and the Period November 26, 1991 (Inception)
through September 30, 1996
27
<PAGE>
<TABLE>
EURO-TEL, INC.
TABLE OF CONTENTS
<CAPTION>
Page
<S> <C>
Independent Auditors' Report F-1
Financial Statements
Balance Sheet F-2
Statement of Operations F-3
Statement of Cash Flow F-4
Statement of Shareholders' Equity F-5
Notes to the Financial Statements F-6 to F-8
</TABLE>
28
<PAGE>
Kish, Leake & Associates P.C.
7901 E Belleview Ave - Suite 220
Englewood, Colorado 80111
(303) 779-5006
Independent Auditor's Report
We have audited the accompanying balance sheet of Euro-Tel, Inc. (a
Developmental Stage Company), as of September 30, 1996 and the
related statements of income, shareholders' equity, and cash flows
for the fiscal years ended September 30, 1996 and 1995 and period
November 26, 1991 (Inception) through September 30, 1996. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Euro-
Tel, Inc. at September 30, 1996 and the results of its operations
and its cash flows for the fiscal years ended September 30, 1996
and 1995 and the period November 26, 1991 (Inception) through
September 30, 1996 in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. The Company is
a development stage enterprise. The deficiency in working capital
as of September 30, 1996 raise substantial doubt about its ability
to continue as a going concern. Management's plans concerning
these matters are described in Note 1. The financial statements do
not include any adjustments that might result from the outcome of
these uncertainties.
Kish, Leake & Associates, P.C.
Kish, Leake & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
November 22, 1996
F-1
29
<PAGE>
<TABLE>
Euro-Tel, Inc.
(A Development Stage Company)
Balance Sheet
<CAPTION>
September
NOTES 30, 1996
_____ _________
<S> <C> <C>
ASSETS $0
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES - Accounts Payable 0
SHAREHOLDERS' EQUITY * 1,2
Preferred Stock, .01 Par Value
Authorized 25,000,000 Shares; Issued -
And Outstanding -0- Shares
Common Stock, No Par Value
Authorized 100,000,000 Shares; Issued
And Outstanding 500,000 Shares 500
Additional Paid In Capital On Preferred Stock 0
Deficit Accumulated During The Development Stage (500)
TOTAL SHAREHOLDERS' EQUITY 0
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $0
<FN>
* Restated - See Note 2&5.
The Accompanying Notes Are An Integral Part Of These Financial
Statements.
</TABLE>
F-2
30
<PAGE>
<TABLE>
Euro-Tel, Inc.
(A Development Stage Company)
Statement Of Operations
<CAPTION>
November
26, 1991
(Inception)
Through
September September September
NOTES 30, 1996 30, 1995 30, 1996
_____ _________ _________ _________
<S> <C> <C> <C> <C>
Revenue $0 $0 $0
Expenses:
Office 0 0 500
Total 0 0 500
Net (Loss) $0 $0 ($500)
Net (Loss) Per Common Share 1 $0.00 $0.00 ($0.00)
Common Shares Outstanding 2 * 500,000 500,000 500,000
<FN>
* Restated - See Note 2&5.
The Accompanying Notes Are An Integral Part Of These Financial
Statements.
</TABLE>
F-3
31
<PAGE>
<TABLE>
Euro-Tel, Inc.
(A Development Stage Company)
Statement Of Cash Flows
<CAPTION>
November
26, 1991
(Inception)
Through
September September September
NOTES 30, 1996 30, 1995 30, 1996
_____ _________ _________ _________
<S> <C> <C> <C> <C>
Net (Loss) Accumulated During
The Development Stage $0 $0 ($500)
Issuance Of Common Stock Not For
Cash 0 0 500
Cash Flows From Operations 0 0 0
Cash Flows From Financing
Activities:
Issuance Of Common Stock 0 0 0
Cash Flows From Financing 0 0 0
Net Increase In Cash 0 0 0
Cash At Beginning Of Period 0 0 0
Cash At End Of Period $0 $0 $0
Non - Cash Activities:
Stock Issued For Cash Advances & Services $0 $0 $500
<FN>
The Accompanying Notes Are An Integral Part Of These Financial
Statements.
</TABLE>
F-4
32
<PAGE>
<TABLE>
Euro-Tel, Inc.
(A Development Stage Company)
Statement Of Shareholders' Equity
<CAPTION>
Deficit
Accumulated
Number Of During The
Common Common Development
Notes Shares Stock Stage Total
_____ _________ ______ ___________ ______
<S> <C> <C> <C> <C> <C>
Balance At November 21, 1991 0 $0 $0 $0
Issuance Of Common Stock: 1,2
January, 1992 - Cash Advances &
Services At $.001 Per Share * 500,000 500 0 500
Net (Loss) (500) (500)
Balance At September 30, 1992,
1993, 1994, 1995, 1996 500,000 $500 ($500) $0
<FN>
* Restated - See Note 2&5.
The Accompanying Notes Are An Integral Part Of These Financial
Statements.
</TABLE>
F-5
33
<PAGE>
Euro-Tel, Inc.
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Years Ended September 30, 1996 and 1995
Note 1 - Organization and Summary of Significant Accounting
Policies
Organization:
On November 26, 1991, Euro-Tel, Inc. (the Company) was incorporated
under the laws of Colorado to engage in all aspects of investment
banking or any other lawful business.
In November 1996 the Company decided to file a Form 10 with the
Securities and Exchange Commission to become a 34 Act reporting company
and will then seek a merger candidate.
Development Stage:
The company entered the Development stage in accordance with SFAS No. 7
on November 26, 1991. Its purpose is to evaluate, structure and complete
a merger with, or acquisition a privately owned corporation.
Statement of Cash Flows:
For the purpose of the statement of cash flows, the Company considers
demand deposits and highly liquid-debt instruments purchased with a
maturity of three months or less to be cash equivalents.
Cash paid for interest in fiscal year ended September 30, 1996 and 1995
was $-0-. Cash paid for income taxes in fiscal year ended September 30,
1996 and 1995 was $-0-.
Net (Loss) per Common Share:
Net (Loss) per common share is computed by dividing the net loss for the
period by the number of shares outstanding at September 30, 1996 and
September 30, 1995 taking into account the 5,000 to 1 forward stock
split approved by the board of directors in November 1996.
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts. Actual results could
differ from those estimates.
F-6
34
<PAGE>
Euro-Tel, Inc.
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Year Ended September 30, 1996 and 1995
Note 2 - Capital Stock and Capital in Excess of Par Value
Common Stock and Preferred Stock:
The Company initially authorized 10,000,000 shares of $.01 par value
common stock. In January, 1992 the company issued 100 shares of common
stock for services valued at $500 or $5.00 per share for cash advances
and services. In November 1996 the Company amended its Articles of
Incorporation and authorized 100,000,000 shares of no par value common
stock and 25,000,000 shares of $.01 par value preferred stock. For
accounting purposes the equity of the Company was retroactively restated
to reflect this change.
Note 3 - Related Party Events
The Company maintains a mailing address at an officers place of
business. This address is located in Aurora, Colorado. At this time the
Company has no need for an office.
Note 4 - Income Taxes
At September 30, 1996, the Company had net operating loss carry forwards
available for financial statement and Federal income tax purposes of
approximately $500 which, if not used, will expire in the year 2007.
The Company follows Financial Accounting Standards Board Statement No.
109, "Accounting for Income Taxes" (SFAS #109), which requires, among
other things, an asset and liability approach to calculating deferred
income taxes. As of September 30, 1996, the Company has a deferred tax
asset of $100 primarily for its net operating loss carry forwardswhich
has been fully reserved through a valuation allowance. The change in
the valuation allowance for 1996 is $0.
F-7
35
<PAGE>
Euro-Tel, Inc.
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Years Ended September 30, 1996 and 1995
Note 5 - Subsequent Events
In November 1996 the Company amended its articles with the Colorado
Secretary of State changing its authorized shares of stock from
10,000,000 shares of $.01 per share common stock to 100,000,000 shares
of no par value common stock and 25,000,000 shares of $.01 par value
preferred stock.
The board of directors also approved a 5,000 to 1 forward split.
The Company will be filing a Form 10 with the Securities and Exchange
Commission to become a 34 Act reporting company.
F-8
36
<PAGE>
<TABLE>
PART III
Item 1. Exhibit Index
<CAPTION>
Sequential
No. Page No.
<S> <C>
(2) Articles of Incorporation and Bylaws
2.1 Articles of Incorporation and Amendments thereto 38
2.2 Bylaws 54
2.3 Certificate of Good Standing 79
(4) Instruments Defining the Rights of Holders
4.1 Copies of Form of Lock-up Agreements Executed
by the Company's Shareholders 81
(10)(a) Contents - Experts
10.1 Consent of Kish, Leake & Associates, CPA 83
</TABLE>
37
<PAGE>
EURO-TEL, INC.
EXHIBIT 3.1
ARTICLES OF INCORPORATION
AND AMENDMENTS
38
<PAGE>
ARTICLES OF INCORPORATION
OF FILED
EURO-TEL, INC.
Nov 26 1991
KNOW ALL MEN BY THESE PRESENTS, that I, State of Colorado
Department of State
Andrew I. Telsey
2851 S. Parker Rd., Suite 720
Aurora, Colorado 80014
resident of the State of Colorado, have associated myself under
the name and style of EURO-TEL, INC. for the purpose of
becoming a body corporate under and by virtue of the laws of
the State of Colorado, and in accordance with the provisions of
the laws of said State, I do hereby make, execute and
acknowledge, in triplicate, this certificate in writing of the
intention so to become a body corporate under and by virtue of
said laws.
FIRST: The corporate name and style of this Corporation
shall be EURO-TEL, INC.
SECOND: The objects for which said Corporation is formed
and incorporated are as follows, to-wit:
1. To engage in all aspects of investment banking
activities within the state of Colorado and elsewhere.
2. To transact the business of investing on behalf of
itself or others, any part of its capital and such additional
funds as it may obtain, or any interest therein, either as
tenants in common or otherwise, and selling or otherwise
disposing of the same, or any part thereof, or interest
therein.
3. To issue bonds, debentures, or obligations of the
Corporation, from time to time, for any of the objects or
purposes of this Corporation, and to secure them by mortgage or
mortgages, or deed or deeds of trust, or pledge or lien on any
or all of the real and personal property, rights privileges,
and franchises of the Corporation wheresoever situated,
acquired and to be acquired, and to sell or otherwise dispose
of any or all of them, all in such manner and upon such terms
as the Board of Directors may deem proper.
4. To lend or advance money or give credit to such
persons, firms or corporations on such terms as may seem
1
39
<PAGE>
expedient and in particular to customers and others having
dealings with the Corporation, and to give guarantees or to
become security for any such persons.
5. To make and enter into all kinds of contracts,
agreements, and operations by or with any person or persons,
corporation or corporations; to acquire and undertake all or
any part of the business assets and liabilities of any person
or firm, association or corporation in connection therewith; to
take, acquire, purchase, hold or rent, lease, sell, exchange,
mortgage, improve, renovate, develop and otherwise deal in and
dispose of any and all property, real and personal, or every
description incidental to or capable of being used in
connection with the aforesaid business or any of them.
6. To purchase or otherwise acquire and hold, sell,
assign, transfer, mortgage, pledge or otherwise dispose of
shares of the capital stock and bonds, debentures or other
evidences of indebtedness created by any other corporation or
corporations, domestic or foreign, and while the holder
thereof, to exercise all the rights and privileges of
ownership, including the right to vote thereon.
7. To purchase our own stock, when permitted by the laws
of the State in which we are doing business; to guarantee
dividends on our own stock, and the stock of other
corporations.
8. To do all and everything necessary, suitable,
convenient or proper for the accomplishment of any of the
purposes or the attainment of any one or more of the objects
herein enumerated or incidental to the powers herein named, or
which shall, at any time, appear conducive to or expedient for
the protection or benefit of the Corporation, either as holders
of or interest in any property, or otherwise.
9. To have and to possess all powers of a corporation
granted by the laws of the State of Colorado whether herein
specifically set out or not.
10. To acquire (for cash or in exchange for its assets or
securities or otherwise), operate, dispose of, and otherwise
deal and engage in any lawful business or activity for which
corporations may be organized under the laws of Colorado.
THIRD: The said Corporation is to have perpetual
existence unless dissolved according to law.
2
40
<PAGE>
FOURTH: The total number of shares of common stock which
the Corporation shall have authority to issue is 10,000,000 all
of which shall be Common Shares, $.01 par value, and the
designations, preferences, limitations and relative rights of
the shares of such class are that the holders of the Common
Shares shall be entitled to one vote for each share of Common
Shares held by them of record at the time for determining the
holders thereof entitled to vote.
FIFTH: Cumulative voting shall not be permitted by this
Corporation.
SIXTH: No stockholder of this Corporation, either
directly or by any successor in interest, shall sell or
otherwise transfer for valuable consideration all or any part
of his shares of stock to any person not then holding stock of
this Corporation, until such shares first shall have been
offered for sale under a plan approved by the Board of
Directors either to this Corporation by written instrument
addressed and delivered to the Board of Directors or to a
person who has been approved as a stockholder by all of the
then directors of the Corporation in a duly adopted resolution.
This provision shall not be deemed to restrict the transfer of
stock of this Corporation by bequest or descent and
distribution or to restrict a pledge or assignment of such as
collateral to secure a loan or other hypothecation thereof, but
a sale under a pledge assignment shall be subject to this
provision.
SEVENTH: The affairs and management of our said
Corporation shall be under the control of our Board of
Directors consisting of not less than three (3) nor more that
seven (7) directors, except that the Corporation may have fewer
than three Board members in accordance with the Colorado
Corporation Code. The initial Board of Directors shall consist
of:
Andrew I. Telsey Hugo Winkler
2851 S. Parker Rd. 665 Finchley Road
Suite 720 London, England
Aurora, Colorado 80014
EIGHTH: Any of the directors or officers of this
Corporation shall not, in the absence of fraud, be disqualified
by his office from contracting, leasing, or otherwise dealing
with this Corporation, either as vendor, lessor purchaser or
otherwise, nor shall any firm, associated or corporation of
3
41
<PAGE>
which he shall be a member or in which he may be pecuniarily
interested in any manner be disqualified. No director or
officer, nor any firm, association or corporation with which is
connected as aforesaid shall be liable to account to this
Corporation or its stockholders for any profit realized by him
from or through any such contract, lease or transaction, it
being the express intent and purpose of this Article to permit
this Corporation to buy or lease from, sell to or otherwise
deal with partnerships, firms or corporations of which the
directors and officers or in which they or any of them may have
a pecuniary interest, and the contracts or leases of this
manner by reason of any such membership. Common or interested
directors may be counted in determining the presence of a
quorum at a meeting of the board of directors on a committee
thereof which authorized, approves or ratify's such contract or
transactions.
NINTH: The corporation may:
(a) Indemnify any person who was or is a party to is
threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in
the right of the corporation), by reason of the fact that he is
or was a director, officer, employee, fiduciary or agent of the
corporation or is or was a director, officer, employee,
fiduciary or agent of the corporation or is or was serving at
the request of the corporation as a director, officer,
employee, fiduciary or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against
expenses,(including attorney 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 the best interest of the corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or
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 is a manner which he reasonably
believed to be in the best interests of the corporation and,
with respect to any criminal action or proceeding, had
reasonable cause to believe his conduct was unlawful.
(b) The corporation may indemnify any person who was or
is a party or is threatened to be made a party to any
4
42
<PAGE>
threatened, pending, or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer,
employee, or agent of the corporation or is or was serving at
the request of the corporation as a director, officer,
employee, fiduciary or agent of another corporation,
partnership joint venture, trust or other enterprise against
expenses (including attorney 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 the best interests of the
corporation; but no indemnification shall be made in respect of
any claim, issue, or matter as to which such person has been
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless and only to
the extent that the court in which such action or suit was
brought determines upon application that, despite the
adjudication of liability, but in view of all circumstances of
the case, such person is fairly and reasonably entitled to
indemnification for such expenses which such court deems
proper.
(c) To the extent that a director, officer, employee,
fiduciary or agent of a corporation has been successful on the
merits in defense of any action, suit, or proceeding referred
to in (a) or (b) of this Article Ninth or in defense of any
claim, issue or matter therein, he shall be indemnified against
expenses (including attorney fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under (a) or (b) of this Article
Ninth (unless ordered by a court) and as distinguished form (c)
of this Article shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification of the directors, officer, employee, fiduciary
or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in (a) or (b) above.
Such determination shall be made by the board of directors by
a majority vote of a quorum consisting of directors who were
not parties to such action, suit, or proceeding, or, if
directors so directs, by independent legal counsel in a written
opinion, or by the shareholders.
(e) Expenses (including attorney fees) incurred in
defending a civil or criminal action, suit, or proceeding may
be paid by the corporation in advance of the final disposition
of such action, suit, or proceeding as authorized in (c) or (d)
5
43
<PAGE>
of this Article Ninth upon receipt of an undertaking by or on
behalf of the director, officer, employee, fiduciary or agent
to repay such amount unless it is ultimately determined that he
is entitled to be indemnified by the corporation as authorized
in this Article Ninth.
(f) The indemnification provided by this Article Ninth
shall not be deemed exclusive or any other rights to which
those indemnified may be entitled under any bylaw, agreement,
vote of shareholders or disinterested directors, or otherwise,
and any procedure provided for by any of the foregoing, 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,
fiduciary or agent and shall inure to the benefit of heirs,
executors, and administrators of such a person.
(g) The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer,
employee, fiduciary or agent of the corporation or who is or
was serving at the request of the corporation as a director,
officer, employee, fiduciary or agent of another corporation,
partnership, joint venture, trust or other enterprise against
any liability asserted against him and incurred by him in any
such capacity or arising out of his status as such, whether or
not the corporation would have the power to indemnify him
against such liability under provisions of this Article Ninth.
TENTH: The Board of Directors and stockholders of the
corporation shall have the right to hold their meetings outside
of the State of Colorado when deemed most convenient or to the
best interest of the Corporation.
ELEVENTH: The operations of the said Corporation shall be
carried on in the State of Colorado, and the Corporation shall
also be permitted to conduct business in other states of the
United States and to have one or more offices outside of the
State of Colorado. The address of the initial registered
office of the Corporation is 2851 S. Parker Rd., Suite 720,
Aurora, Colorado 80014 and the name of its initial registered
agent at such address is Andrew I. Telsey.
TWELFTH: The Board of Directors may at any meeting, by a
majority vote of the whole Board, sell, lease, exchange and/or
convey all of its property and assets, including its good will
and/or its corporate franchises, upon such terms and conditions
and for such consideration or considerations as the Board of
6
44
<PAGE>
Directors in their sole discretion deem expedient and for the
best interest of the Corporation and said consideration or
considerations may consist in whole or in part of shares of
stock and/or securities of any other corporation or
corporations; provided, however, in all such cases the
affirmative vote of the holders of one-half (1/2) plus one
share of the common stock of said Corporation then issued and
outstanding shall be voted in ratification of the Board of
Directors, said vote to be taken at a special stockholders'
meeting of our said Corporation duly called for that purpose;
but nothing herein shall be construed to limit the power of the
Board of Directors of our Corporation and said Board shall have
power in its sole discretion to sell, lease, exchange and/or
convey such parts or parcels of land or personal property or
assets as the Board of Directors determine are no longer
necessary or expedient to be held by the Corporation. It is,
however, specifically understood that the Board of Directors
may at their discretion and they have the power to create a
lien or mortgage on any or all of the assets of the Corporation
in order to borrow money should the Board of Directors feel
that it is necessary for the conduct of the business.
THIRTEENTH: (a) Stockholders shall at all times have the
right to examine the books of the Corporation except as limited
by these Articles of Incorporation.
(b) Such examination as hereinafter provided shall be
made only by the stockholder in person, and no extract from the
books or records of the Company shall be permitted to be made
by any stockholders of the same.
(c) Such stockholder shall give assurance in writing
satisfactory to the Board of Directors that he does not desire
the information required or to be obtained by such inspection
for the purpose of communicating the same to others who are not
stockholders and, further, that he will not directly or
indirectly disclose the Company's business or affairs to any
person or persons whomsoever.
(d) No information in regard to the business or
operations of the Company and no copy of, nor extract from any
of the books or records of the Company shall be permitted to be
made by any stockholders of the same.
(e) Stockholders desiring information in regard to the
business or operations of the Company, or desiring to make
inspection of the books or records, shall first make
7
45
<PAGE>
application in writing to the Board of Directors stating the
specific purpose of the application, the particular information
desired and the books and records required for that purpose by
such stockholder before such examination and satisfy the Board
of Directors that said application is made in good faith and
that said examination will not be detrimental to the interests
of the Corporation.
FOURTEENTH: The Board of Directors shall have the power
to make and amend such prudential Bylaws as they deem proper
and not inconsistent with the constitution or the laws of the
United States or of this State for the management of the
property of the Corporation, the regulation and government of
its affairs and for the certification and transfer of its
stock.
s/Andrew I. Telsey
Andrew I. Telsey
8
46
<PAGE>
For office use only 008
Mail to: Secretary of State
Corporations Section FILED COPY
Please include a typed 1560 Broadway, Suite 200
self-addressed envelope Denver, CO 80202
(303) 894-2251
MUST BE TYPED Fax (303) 894-2242
FILING FEE: $60.00 96114665 C $60.00
MUST SUBMIT TWO COPIES SECRETARY OF STATE
RESTATED ARTICLES OF 11-12-96 09:10
INCORPORATION WITH AMENDMENTS
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following amended and restated Articles of
Incorporation. These articles correctly set forth the provisions of the
Articles of Incorporation, as amended, and supersede the original Articles of
Incorporation and all amendments thereto.
FIRST: The name of the corporation is Euro-Tel, Inc.
SECOND: The following amended and restated Articles of Incorporation were
adopted in the manner marked with an "X" below:
The amended and restated Articles of Incorporation were adopted by
the board of directors where no shares have been issued, or no
shareholder action required.
X The amended and restated Articles of Incorporation were adopted by
a vote of the shareholders. The number of shares voted for the
amended and restated Articles of Incorporation was sufficient for
approval.
The amended and restated Articles of Incorporation were adopted by
the incorporators where no shares have been issued or directors
elected, or no shareholder action required.
THIRD: The name of the corporation as amended is N/A
ATTACH A COPY OF YOUR AMENDED AND RESTATED ARTICLES OF
INCORPORATION
EURO-TEL, INC.
Signatures/Andrew I. Telsey
Andrew I. Telsey
Title President
Revised 7/95
47
<PAGE>
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
EURO-TEL, INC.
The undersigned corporation, pursuant to the provisions of the
Colorado Business Corporation Act, as amended, adopts the following
Amended and Restated Articles of Incorporation:
First: The corporate name and style of this corporation shall
be Euro-Tel, Inc.
Second: The purposes for which the corporation is organized
and its powers are as follows:
A. To engage in any lawful business or activity for
which corporations may be organized under the laws of the
State of Colorado; and
B. To have, enjoy, and exercise all of the rights,
powers, and privileges conferred upon corporation incorporated
pursuant to Colorado law, whether now or hereafter in effect,
and whether or not herein specifically mentioned.
Third: The aggregate number of shares which the corporation
shall have authority to issue is 125,000,000, of which 25,000,000
shall be Preferred Shares, $.01 par value per share, and
100,000,000 shall be Common Shares, no par value per share, and the
designations, preferences, limitations and relative rights of the
shares of each such class are as follows:
A. Preferred Shares
The corporation may divide and issue the Preferred
Shares into series. Preferred Shares of each series, when
issued, shall be designated to distinguish it from the shares
of all other series of the class of Preferred Shares. The
Board of Directors is hereby expressly vested with authority
to fix and determine the relative rights and preferences of
the shares of any such series so established to the fullest
extent permitted by these Articles of Incorporation and the
laws of the State of Colorado in respect to the following:
(a) The number of shares to constitute such series,
and the distinctive designations thereof;
(b) The rate and preference of dividend, if any,
the time of payment of dividend, whether dividends are
48
<PAGE>
cumulative and the date from which any dividend shall accrue;
(c) Whether the shares may be redeemed and, if so,
the redemption price and the terms and conditions of
redemption;
(d) The amount payable upon shares in the event of
involuntarily liquidation;
(e) The amount payable upon shares in the event of
voluntary liquidation;
(f) Sinking fund or other provisions, if any, for
the redemption or purchase of shares;
(g) The terms and conditions on which shares may be
converted, if the shares of any series are issued with
the privilege of conversion;
(h) Voting powers, if any; and
(i) Any other relative right and preferences of
shares of such series, including, without limitation, any
restriction on an increase in the number of shares of any
series theretofore authorized and any limitation or
restriction of rights or powers to which shares of any
further series shall be subject.
B. Common Shares
(a) The rights of holders of the Common Shares to
receive dividends or share in the distribution of assets
in the event of liquidation, dissolution or winding up of
the affairs of the Corporation shall be subject to the
preferences, limitations and relative rights of the
Preferred Shares fixed in the resolution or resolutions
which may be adopted from time to time by the Board of
Directors of the corporation providing for the issuance
of one or more series of the Preferred Shares.
(b) The holders of the Common Shares shall have
unlimited voting rights and shall constitute the sole
voting group of the corporation, except to the extent any
additional voting groups or groups may hereafter be
established in accordance with the Colorado Business
Corporation Act, and shall be entitled to one vote for
each share of Common Shares held by them of record at the
time for determining the holders thereof entitled to
vote.
Fourth: The street address of the registered office of the
corporation is 2851 South Parker Road, Suite 720, Aurora, Colorado
49
<PAGE>
80014, and the name of the registered agent at such address is
Andrew I. Telsey.
Fifth: The address of the principal office of the corporation
is 2851 South Parker Road, Suite 720, Aurora, Colorado 80014.
Sixth: The corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation
shall be managed under the direction of, a board of directors. The
number of directors of the corporation shall be fixed by the
bylaws, or if the bylaws fail to fix such a number, then by
resolution adopted from time to time by the board of directors,
provided that the number of directors shall not be more than seven
(7) nor less than one (1).
Seventh: Cumulative voting shall not be permitted in the
election of directors or otherwise.
Eighth: Except as the bylaws adopted by the shareholders may
provide for a greater quorum requirement, a majority of the votes
entitled to be cast on any matter by each voting group entitled to
vote on a matter shall constitute a quorum of that voting group for
action on that matter at any meeting of shareholders. Except as
bylaws adopted by the shareholders may provide for a greater voting
requirement and except as is otherwise provided by the Colorado
Business Corporation Act, with respect to action on amendment to
these Articles of Incorporation, on a plan of merger or share
exchange, on the disposition of substantially all of the property
of the corporation, on the granting of consent to the disposition
of property by an entity controlled by the corporation, and on the
dissolution of the corporation, action on a matter other than the
election of directors is approved if a quorum exists and if the
votes cast favoring the action exceed the votes cast opposing the
action. Any bylaw adding, changing, or deleting a greater quorum
or voting requirement for shareholders shall meet the same quorum
requirement and be adopted by the same vote required to take action
under the quorum and voting requirements then in effect or proposed
to be adopted, whichever are greater.
Ninth: The following provisions are inserted for the
management of the business and for the conduct of the affairs of
the corporation, and the same are in furtherance of and not in
limitation or exclusion of the powers conferred by law.
A. Conflicting Interest Transactions. As used in this
paragraph, "conflicting interest transactions" means any of
the following: (i) a loan or other assistance by the
corporation to a director of the corporation or to an entity
in which a director of the corporation is a director or
officer or has a financial interest; (ii) a guaranty by the
corporation of an obligation of a director of the corporation
or of an obligation of an entity in which a director of the
corporation is a director or officer or has a financial
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interest; or (iii) a contract or transaction between the
corporation and a director of the corporation or between the
corporation and an entity in which a director of the
corporation is a director or officer or has a financial
interest. No conflicting interest transaction shall be void
or voidable, be enjoined, be set aside, or give rise to an
award of damages or other sanctions in a proceeding by a
shareholder or by or in the right of the corporation, solely
because the conflicting interest transaction involves a
director of the corporation or an entity in which a director
of the corporation is a director or officer or has a financial
interest, or solely because the director is present at or
participates in the meeting of the corporation's board of
directors or of the committee of the board of directors which
authorizes, approves or ratifies a conflicting interest
transaction, or solely because the director's vote is counted
for such purpose, if: (a) the material facts as to the
director's relationship or interest and as to the conflicting
interest transaction are disclosed or are known to the board
of directors or the committee, and the board of directors or
committee in good faith authorizes, approves or ratifies the
conflicting interest transaction by the affirmative vote of a
majority of the disinterested directors, even though the
disinterested directors are less than quorum; or (b) the
material facts as to the director's relationship or interest
and as to the conflicting interest transaction are disclosed
or are known to the shareholders entitled to vote thereon, and
the conflicting interest transaction is specifically
authorized, approved or ratified in good faith by a vote of
the shareholders; or (c) a conflicting interest transaction is
fair as to the corporation as of the time it is authorized,
approved or ratified by the board of directors, a committee
thereof, or the shareholders. Common or interested directors
may be counted in determining the presence of a quorum at a
meeting of the board of directors or of a committee which
authorizes, approves or ratifies the conflicting interest
transaction.
B. Loans and Guarantees for the Benefit of Directors.
Neither the board of directors nor any committee thereof shall
authorize a loan by the corporation to a director of the
corporation or to an entity in which a director of the
corporation is a director or officer or has a financial
interest, or a guaranty by the corporation of an obligation of
a director of the corporation or of an obligation of an entity
in which a director of the corporation is a director or
officer or has a financial interest, until at least ten days
written notice of the proposed authorization of the loan or
guaranty has been given to the shareholders who would be
entitled to vote thereon if the issue of the loan or guaranty
were submitted to a vote of the shareholders. The
requirements of this subparagraph B are in addition to, and
not in substitution for, the provisions of subparagraph A of
this Article.
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C. Indemnification. The corporation shall indemnify,
to the maximum extent permitted by law, any person who is or
was a director, officer, agent, fiduciary or employee of the
corporation against any claim, liability or expense arising
against or incurred by such person made party to a proceeding
because he is or was a director, officer, agent, fiduciary or
employee of the corporation or because he is or was serving
another entity or employee benefit plan as a director,
officer, partner, trustee, employee, fiduciary or agent at the
corporation's request. The corporation shall further have the
authority to the maximum extent permitted by law to purchase
and maintain insurance providing such indemnification.
D. Limitation on Director's Liability. No director of
this corporation shall have any personal liability for
monetary damages to the corporation or its shareholders for
beach of his fiduciary duty as a director, except that this
provision shall not eliminate or limit the personal liability
of a director to the corporation or its shareholders for
monetary damages for: (i) any breach of the director's duty
of loyalty to the corporation or its shareholders; (ii) acts
or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) voting for or
assenting to a distribution in violation of Colorado Revised
Statutes Section 7-106-401 or the Articles of Incorporation if it is
established that the director did not perform his duties in
compliance with Colorado Revised Statutes Section 7-108-401,
provided that the personal liability of a director in this
circumstances shall be limited to the amount of the
distribution which exceeds what could have been distributed
without violation of Colorado Revised Statutes Section 7-106-401 or
the Articles of Incorporation; or (iv) any transaction from
which the director directly or indirectly derives an improper
personal benefit. Nothing contained herein will be construed
to deprive any director of his right to all defenses
ordinarily available to a director nor will anything herein be
construed to deprive any director of any right he may have for
contribution from any other director or other person.
E. Negation of Equitable Interests in Shares or Rights.
Unless a person is recognized as a shareholder through
procedures established by the corporation pursuant to Colorado
Revised Statutes Section 7-107-204 or any similar law, the
corporation shall be entitled to treat the registered holder
of any shares of the corporation as the owner thereof for all
purposes permitted by the Colorado Business Corporation Act,
including without limitation all rights deriving from such
shares, and the corporation shall not be bound to recognize
any equitable or other claim to, or interest in, such shares
or rights deriving from such shares on the part of any other
person including without limitation, a purchaser, assignee or
transferee of such shares, unless and until such other person
becomes the registered holder of such shares or is recognized
as such, whether or not the corporation shall have either
actual or constructive notice of the claimed interest of such
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other person. By way of example and not of limitation, until
such other person has become the registered holder of such
shares or is recognized pursuant to Colorado Revised Statutes
Section 7-107-204 or any similar applicable law, he shall not be
entitled: (i) to receive notice or the meetings of the
shareholders; (ii) to vote at such meetings; (iii) to examine
a list of the shareholders; (iv) to be paid dividends or other
distributions payable to shareholders; or (v) to own, enjoy
and exercise any other rights deriving from such shares
against the corporation. Nothing contained herein will be
construed to deprive any beneficial shareholder, as defined in
Colorado Revised Statutes Section 7-113-101(1), of any right he may
have pursuant to Article 113 of the Colorado Business
Corporation Act or any subsequent law.
Tenth: The name and address of the incorporator is:
Name Address
Andrew I. Telsey 2851 South Parker Road, Suite 720
Aurora, Colorado 80014
DATED the 12th day of November, 1996.
EURO-TEL, INC.
By: s/Andrew I. Telsey
Andrew I. Telsey, President
The undersigned hereby consents to the appointment as the
registered agent for EURO-TEL, INC.
s/Andrew I. Telsey
Andrew I. Telsey
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EURO-TEL, INC.
EXHIBIT 3.2
BYLAWS
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<TABLE>
INDEX TO THE BYLAWS OF
EURO-TEL, INC.
<S> <C>
ARTICLE 1 - OFFICES
Section 1.1 Principal Office ........................ 4
Section 1.2 Registered Office ....................... 4
ARTICLE 2 - SHAREHOLDERS
Section 2.1 Annual Meeting .......................... 4
Section 2.2 Special Meetings ........................ 5
Section 2.3 Place of Meetings ....................... 5
Section 2.4 Notice of Meeting ....................... 5
Section 2.5 Meeting of All Shareholders ............. 5
Section 2.6 Closing of Transfer Books or Fixing
of Record Date ......................... 6
Section 2.7 Voting Record ........................... 6
Section 2.8 Quorum .................................. 7
Section 2.9 Manner of Acting ........................ 7
Section 2.10 Proxies ................................. 7
Section 2.11 Voting of Shares ........................ 8
Section 2.12 Voting of Shares by Certain Shareholders. 8
Section 2.13 Informal Action by Shareholders ......... 9
Section 2.14 Voting by Ballot ........................ 9
Section 2.15 Cumulative Voting ....................... 9
ARTICLE 3 - BOARD OF DIRECTORS
Section 3.1 General Powers .......................... 9
Section 3.2 Performance of Duties ................... 9
Section 3.3 Number, Tenure and Qualifications ....... 10
Section 3.4 Regular Meetings ........................ 11
Section 3.5 Special Meetings ........................ 11
Section 3.6 Notice .................................. 11
Section 3.7 Quorum .................................. 12
Section 3.8 Manner of Acting ........................ 12
Section 3.9 Informal Action by Directors ............ 12
Section 3.10 Participation by Electronic Means ....... 12
Section 3.11 Vacancies ............................... 13
Section 3.12 Resignation ............................. 13
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Section 3.13 Removal ................................. 13
Section 3.14 Committees .............................. 13
Section 3.15 Compensation ............................ 13
Section 3.16 Presumption of Assent ................... 14
ARTICLE 4 - OFFICERS
Section 4.1 Number .................................. 14
Section 4.2 Election and Term of Office ............. 14
Section 4.3 Removal ................................. 15
Section 4.4 Vacancies ............................... 15
Section 4.5 President ............................... 15
Section 4.6 Vice President .......................... 15
Section 4.7 Secretary ............................... 16
Section 4.8 Treasurer ............................... 16
Section 4.9 Assistant Secretaries and Assistant
Treasurers .............................. 16
Section 4.10 Bonds ................................... 17
Section 4.11 Salaries ................................ 17
ARTICLE 5 - CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 5.1 Contracts ............................... 17
Section 5.2 Loans ................................... 17
Section 5.3 Checks, Drafts, Etc. .................... 17
Section 5.4 Deposits ................................ 18
ARTICLE 6 - SHARES, CERTIFICATES FOR SHARES AND TRANSFER OF
SHARES
Section 6.1 Regulation .............................. 18
Section 6.2 Certificates for Shares ................. 18
Section 6.3 Cancellation of Certificates ............ 19
Section 6.4 Lost, Stolen or Destroyed
Certificates ........................... 19
Section 6.5 Transfer of Shares ...................... 19
ARTICLE 7 - FISCAL YEAR ................................20
ARTICLE 8 - DIVIDENDS ..................................20
ARTICLE 9 - CORPORATE SEAL .............................20
ARTICLE 10 - WAIVER OF NOTICE ......................... 20
ARTICLE 11 - AMENDMENTS ............................... 21
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ARTICLE 12 - EXECUTIVE COMMITTEE
Section 12.1 Appointment ............................. 21
Section 12.2 Authority ............................... 21
Section 12.3 Tenure and Qualifications ............... 22
Section 12.4 Meetings ................................ 22
Section 12.5 Quorum .................................. 22
Section 12.6 Informal Action by Executive
Committee .............................. 22
Section 12.7 Vacancies ............................... 22
Section 12.8 Resignations and Removal ................ 23
Section 12.9 Procedure ............................... 23
ARTICLE 13 - EMERGENCY BYLAWS ......................... 23
</TABLE>
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BYLAWS
OF
EURO-TEL, INC.
ARTICLE 1
OFFICES
SECTION 1.1 PRINCIPAL OFFICE.
The initial principal office of the corporation in
the state of Colorado shall be located in the County of
Arapahoe. The corporation may have such other offices, either
within or outside of the state of Colorado as the Board of
Directors may designate, or as the business of the corporation
may require from time to time.
SECTION 1.2 REGISTERED OFFICE.
The registered office of the corporation, required by
the Colorado Corporation Code to be maintained in the state of
Colorado, may be, but need not be, identical with the principal
office in the state of Colorado, and the address of the
registered office may be changed from time to time by the board
of directors.
ARTICLE 2
SHAREHOLDERS
SECTION 2.1 ANNUAL MEETING.
The annual meeting of the shareholders shall be held
on a date and time to be established by the Company's Board of
Directors, commencing with the year 1993 for the purpose of
electing directors and for the transaction of such other
business as may come before the meeting. If the day fixed for
the annual meeting shall be a legal holiday in the state of
Colorado, such meeting shall be held on the next succeeding
business day. If the election of directors shall not be held
on the day designated herein for any annual meeting of the
shareholders, or at any adjournment thereof, the board of
directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as may be
convenient.
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SECTION 2.2 SPECIAL MEETINGS.
Special meetings of the shareholders, for any purpose
or purposes, unless otherwise prescribed by statute, may be
called by the president or by the board of directors, and shall
be called by the president at the request of the holders of not
less than one-tenth of all outstanding shares of the
corporation entitled to vote at the meeting.
SECTION 2.3 PLACE OF MEETINGS.
The board of directors may designate any place,
either within or outside of the state of Colorado, as the place
of meeting for any annual meeting or for any special meeting
called by the board of directors. If no designation is made,
or if a special meeting be otherwise called, the place of
meeting shall be the principal office of the corporation in the
state of Colorado.
SECTION 2.4 NOTICE OF MEETING.
Written notice stating the place, day and hour of the
meeting of shareholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall,
unless otherwise prescribed by statute, be delivered not less
than ten nor more than fifty days before the date of the
meeting, either personally or by mail, by or at the direction
of the president, or the secretary, or the officer or other
persons calling the meeting, to each shareholder of record
entitled to vote at such meeting; provided, however, that if
the authorized shares of the corporation are to be increased,
at least thirty days' notice shall be given, and if sale of all
or substantially all assets are to be voted upon, at least
twenty days' notice shall be given. If mailed, such notice
shall be deemed to be delivered when deposited in the United
States mail, addressed to the shareholder at his or her address
as it appears on the stock transfer books of the corporation,
with postage thereon prepaid.
SECTION 2.5 MEETING OF ALL SHAREHOLDERS.
If all of the shareholders shall meet at any time and
place, either within or outside of the state of Colorado, and
consent to the holding of a meeting at such time and place,
such meeting shall be valid without call or notice, and at such
meeting any corporate action may be taken.
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SECTION 2.6 CLOSING OF TRANSFER BOOKS OR
FIXING OF RECORD DATE
For the purpose of determining shareholders entitled
to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of
shareholders for any other purpose, the board of directors of
the corporation may provide that the share transfer books shall
be closed for a stated period but not to exceed, in any case,
fifty days. If the share transfer books shall be closed for
the purpose of determining shareholders entitled to notice of
or to vote at a meeting of shareholders, such books shall be
closed for at least ten days immediately preceding such
meeting. In lieu of closing the share transfer books, the
board of directors may fix in advance a date as the record date
for any such determination of shareholders, such date in any
case to be not more than fifty days and, in case of a meeting
of shareholders, not less than ten days prior to the date on
which the particular action, requiring such determination of
shareholders, is to be taken. If the share transfer books are
not closed and no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or
the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall
be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this
Section, such determination shall apply to any adjournment
thereof.
SECTION 2.7 VOTING RECORD.
The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at
least ten days before such meeting of shareholders, a complete
record of the shareholders entitled to vote at each meeting of
shareholders or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of
shares held by each. The record, for a period of ten days prior
to such meeting, shall be kept on file at the principal office
of the corporation, whether within or outside of the state of
Colorado, and shall be subject to inspection by any shareholder
for any purpose germane to the meeting at any time during usual
business hours. Such record shall be produced and kept open at
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the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the
meeting for the purposes thereof.
The original stock transfer books shall be the prima
facie evidence as to who are the shareholders entitled to
examine the record or transfer books or to vote at any meeting
of shareholders.
SECTION 2.8 QUORUM.
A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at any meeting of
shareholders, except as otherwise provided by the Colorado
Corporation Code and the Articles of Incorporation. In the
absence of a quorum at any such meeting, a majority of the
shares so represented may adjourn the meeting from time to time
for a period not to exceed sixty days without further notice.
At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have
been transacted at the meeting as originally noticed. The
shareholders present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the
withdrawal during such meeting of that number of shareholders
whose absence would cause there to be less than a quorum.
SECTION 2.9 MANNER OF ACTING.
If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled
to vote on the subject matter shall be the act of the
shareholders, unless the vote of a greater proportion or number
or voting by classes is otherwise required by statute or by the
Articles of Incorporation or these bylaws.
SECTION 2.10 PROXIES.
At all meetings of shareholders a shareholder may
vote in person or by proxy executed in writing by the
shareholder or by a duly authorized attorney-in-fact. Such
proxy shall be filed with the secretary of the corporation
before or at the time of the meeting. No proxy shall be valid
after eleven months from the date of its execution, unless
otherwise provided in the proxy.
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SECTION 2.11 VOTING OF SHARES.
Unless otherwise provided by these bylaws or the
Articles of Incorporation, each outstanding share entitled to
vote shall be entitled to one vote upon each matter submitted
to vote at a meeting of shareholders, and each fractional share
shall be entitled to a corresponding fractional vote on each
such matter.
SECTION 2.12 VOTING OF SHARES BY CERTAIN SHAREHOLDERS
Shares standing in the name of another corporation
may be voted by such officer, agent or proxy as the bylaws of
such corporation may prescribe, or, in the absence of such
provision, as the board of directors of such other corporation
may determine.
Shares standing in the name of a deceased person, a
minor ward or an incompetent person, may be voted by an
administrator, executor, court appointed guardian or
conservator, either in person or by proxy without a transfer of
such shares into the name of such administrator, executor,
court appointed guardian or conservator. Shares standing in
the name of a trustee may be voted by him, either in person or
by proxy, but no trustee shall be entitled to vote shares held
by him or her without a transfer of such shares into his or her
name.
Shares standing in the name of a receiver may be
voted by such receiver and shares held by or under the control
of a receiver may be voted by such receiver without the
transfer thereof into the trustee name if authority so to do be
contained in an appropriate order of the court by which such
receiver was appointed.
A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.
Neither shares of its own stock belonging to this
corporation, nor shares of its own stock held by it in a
fiduciary capacity, nor shares of its own stock held by another
corporation if the majority of shares entitled to vote for the
election of directors of such corporation is held by this
corporation may be voted, directly or indirectly, at any
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meeting and shall not be counted in determining the total
number of outstanding shares at any given time.
Redeemable shares which have been called for
redemption shall not be entitled to vote on any matter and
shall not be deemed outstanding shares on and after the date on
which written notice of redemption has been mailed to
shareholders and a sum sufficient to redeem such shares has
been deposited with a bank or trust company with irrevocable
instruction and authority to pay the redemption price to the
holders of the shares upon surrender of certificates therefor.
SECTION 2.13 INFORMAL ACTION BY SHAREHOLDERS.
Any action required or permitted to be taken at a
meeting of the shareholders may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall
be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof.
SECTION 2.14 VOTING BY BALLOT.
Voting on any question or in any election may be by
voice vote unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.
SECTION 2.15 CUMULATIVE VOTING.
Cumulative voting shall not be permitted in the
election of officers or directors, or in any other matter.
ARTICLE 3
BOARD OF DIRECTORS
SECTION 3.1 GENERAL POWERS.
The business and affairs of the corporation shall be
managed by its board of directors.
SECTION 3.2 PERFORMANCE OF DUTIES.
A director of the corporation shall perform his or
her duties as a director, including his or her duties as a
member of any committee of the board upon which he or she may
serve, in good faith, in a manner he or she reasonably believes
to be in the best interests of the corporation, and with such
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care as an ordinarily prudent person in a like position would
use under similar circumstances. In performing his or her
duties, a director shall be entitled to rely on information,
opinions, reports, or statements, including financial
statements and other financial data, in each case prepared or
presented by persons and groups listed in paragraphs (a), (b),
and (c) of this Section 3.2; but he or she shall not be
considered to be acting in good faith if he or she has
knowledge concerning the matter in question that would cause
such reliance to be unwarranted. A person who so performs his
or her duties shall not have any liability by reason of being
or having been a director of the corporation. Those persons
and groups on whose information, opinions, reports, and
statements a director is entitled to rely upon are:
A. One or more officers or employees of the
corporation whom the director reasonably believes to be
reliable and competent in the matter presented;
B. Counsel, public accountants, or other persons as
to matters which the director reasonably believes to be within
such persons' professional or expert competence; or
C. A committee of the board upon which he or she
does not serve, duly designated in accordance with the
provision of the articles of incorporation or the bylaws, as to
matters within its designated authority, which committee the
director reasonably believes to merit confidence.
SECTION 3.3 NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be
not less than one (1) nor more than seven (7). The number of
directors of the corporation shall be fixed from time to time
by resolution of the board of directors, but in no instance
shall there be less than one director or that number otherwise
required by law. Each director shall hold office until the
next annual meeting of shareholders or until his or her
successor shall have been elected and qualified. Directors
need not be residents of the state of Colorado or shareholders
of the corporation.
When shares of the corporation shall become owned
beneficially or of record by one shareholder, the corporation
shall elect at least one director. When the shares of the
corporation shall become owned beneficially or of record by two
shareholders, the corporation shall elect at least two
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directors. When the shares of the corporation shall become
owned beneficially or of record by three or more shareholders,
the corporation shall elect at least three directors.
There shall be a chairman of the board, who has been
elected from among the directors. He or she shall preside at
all meetings of the stockholders and of the board of directors.
He or she shall have such other powers and duties as may be
prescribed by the board of directors.
SECTION 3.4 REGULAR MEETINGS.
A regular meeting of the board of directors shall be
held without other notice than this bylaw immediately after,
and at the same place as, the annual meeting of shareholders.
The board of directors may provide, by resolution, the time and
place, either within or without the state of Colorado, for the
holding of additional regular meetings without other notice
than such resolution.
SECTION 3.5 SPECIAL MEETINGS.
Special meetings of the board of directors may be
called by or at the request of the president or any two
directors. The person or persons authorized to call special
meetings of the board of directors may fix any place, either
within or without the state of Colorado, as the place for
holding any special meeting of the board of directors called by
them.
SECTION 3.6 NOTICE.
Written notice of any special meeting of directors
shall be given as follows:
By mail to each director at his or her business
address at least three days prior to the meeting; or
By personal delivery or telegram at least twenty-four
hours prior to the meeting to the business address of each
director, or in the event such notice is given on a Saturday,
Sunday or holiday, to the residence address of each director.
If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, so addressed, with postage
thereon prepaid. If notice be given by telegram, such notice
shall be deemed to be delivered when the telegram is delivered
to the telegraph company. Any director may waive notice of any
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meeting. The attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special
meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.
SECTION 3.7 QUORUM.
A majority of the number of directors fixed by or
pursuant to Section 3.3 of this Article 3 shall constitute a
quorum for the transaction of business at any meeting of the
board of directors, but if less than such majority is present
at a meeting, a majority of the directors present may adjourn
the meeting from time to time without further notice.
SECTION 3.8 MANNER OF ACTING.
Except as otherwise required by law or by the
Articles of Incorporation, the act 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 3.9 INFORMAL ACTION BY DIRECTORS.
Any action required or permitted to be taken by the
board of directors or by a committee thereof at a meeting may
be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the
directors or all of the committee members entitled to vote with
respect to the subject matter thereof.
SECTION 3.10 PARTICIPATION BY ELECTRONIC MEANS.
Any members of the board of directors or any
committee designated by such board may participate in a meeting
of the board of directors or committee by means of telephone
conference or similar communications equipment by which all
persons participating in the meeting can hear each other at the
same time. Such participation shall constitute presence in
person at the meeting.
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SECTION 3.11 VACANCIES.
Any vacancy occurring in the board of directors may
be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the board of
directors. A director elected to fill a vacancy shall be
elected for the unexpired term of his or her predecessor in
office. Any directorship to be filled by reason of an increase
in the number of directors may be filled by election by the
board of directors for a term of office continuing only until
the next election of directors by the shareholders.
SECTION 3.12 RESIGNATION.
Any director of the corporation may resign at any
time by giving written notice to the president or the secretary
of the corporation. The resignation of any director shall take
effect upon receipt of notice thereof or at such later time as
shall be specified in such notice; and, unless otherwise
specified therein, the acceptance of such resignation shall not
be necessary to make it effective. 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.
SECTION 3.13 REMOVAL.
Any director or directors of the corporation may be
removed at any time, with or without cause, in the manner
provided in the Colorado Corporation Code.
SECTION 3.14 COMMITTEES.
By resolution adopted by a majority of the board of
directors, the directors may designate two or more directors to
constitute a committee, any of which shall have such authority
in the management of the corporation as the board of directors
shall designate and as shall be prescribed by the Colorado
Corporation Code.
SECTION 3.15 COMPENSATION.
By resolution of the board of directors and
irrespective of any personal interest of any of the members,
each director may be paid his or her expenses, if any, of
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attendance at each meeting of the board of directors, and may
be paid a stated salary as director or a fixed sum for
attendance at each meeting of the board of directors or both.
No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation
therefor.
SECTION 3.16 PRESUMPTION OF ASSENT.
A director of the corporation who is present at a
meeting of the board of directors at which action on any
corporate matter is taken shall be presumed to have assented to
the action taken unless his or her dissent shall be entered in
the minutes of the meeting or unless he or she shall file his
or her written dissent to such action with the person acting as
the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the secretary
of the corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
ARTICLE 4
OFFICERS
SECTION 4.1 NUMBER.
The officers of the corporation shall be a president
and secretary, each of whom shall be elected by the board of
directors. Such other officers and assistant officers as may
be deemed necessary may be elected or appointed by the board of
directors. Any two or more offices may be held by the same
person, except the offices of president and secretary.
SECTION 4.2 ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the
board of directors shall be elected annually by the board of
directors at the first meeting of the board of directors held
after the annual meeting of the shareholders. If the election
of officers shall not be held at such meeting, such election
shall be held as soon thereafter as practicable. Each officer
shall hold office until his or her successor shall have been
duly elected and shall have qualified or until his or her death
or until he or she shall resign or shall have been removed in
the manner hereinafter provided.
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SECTION 4.3 REMOVAL.
Any officer or agent may be removed by the board of
directors whenever in its judgment the best interests of the
corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent
shall not of itself create contract rights.
SECTION 4.4 VACANCIES.
A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be
filled by the board of directors for the unexpired portion of
the term.
SECTION 4.5 PRESIDENT.
The president, subject to the control of the board of
directors, shall in general supervise and control all of the
business and affairs of the corporation. He or she shall, when
present, and in the absence of a chairman of the board, preside
at all meetings of the shareholders and of the board of
directors. He or she may sign, with the secretary or any other
proper officer of the corporation thereunto authorized by the
board of directors, certificates for shares of the corporation
and deeds, mortgages, bonds, contracts, or other instruments
which the board of directors has authorized to be executed,
excepted in cases where the signing and execution thereof shall
be expressly delegated by the board of directors or by these
bylaws to some other officer or agent of the corporation, or
shall be required by law to be otherwise signed or executed;
and in general shall perform all duties incident to the office
of president and such other duties as may be prescribed by the
board of directors from time to time.
SECTION 4.6 VICE PRESIDENT.
If elected or appointed by the board of directors,
the vice president (or in the event there be more than one vice
president, the vice presidents in the order designated at the
time of their election, or in the absence of any designation,
then in the order of their election) shall, in the absence of
the president or in the event of his or her death, inability or
refusal to act, perform all duties of the president, and when
so acting, shall have all the powers of and be subject to all
the restrictions upon the president. Any vice president may
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sign, with the treasurer or an assistant treasurer or the
secretary or an assistant secretary, certificates for shares of
the corporation; and shall perform such other duties as from
time to time may be assigned to him or her by the president or
by the board of directors.
SECTION 4.7 SECRETARY.
The secretary shall: (a) keep the minutes of the
proceedings of the shareholders and of the board of directors
in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of
these bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents
the execution of which on behalf of the corporation under its
seal is duly authorized; (d) keep a register of the post office
address of each shareholder which shall be furnished to the
secretary by such shareholder; (e) sign with the chairman or
vice chairman of the board of directors, or the president, or
a vice president, certificates for shares of the corporation,
the issuance of which shall have been authorized by resolution
of the board of directors; (f) have general charge of the stock
transfer books of the corporation; and (g) in general perform
all duties incident to the office of secretary and such other
duties as from time to time may be assigned to him or her by
the president or by the board of directors.
SECTION 4.8 TREASURER.
The treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the
corporation; (b) receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, and
deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Article 5 of
these bylaws; and (c) in general perform all of the duties
incident to the office of treasurer and such other duties as
from time to time may be assigned to him or her by the
president or by the board of directors.
SECTION 4.9 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.
The assistant secretaries, when authorized by the
board of directors, may sign with the chairman or vice chairman
of the board of directors or the president or a vice president
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certificates for shares of the corporation the issuance of
which shall have been authorized by a resolution of the board
of directors. The assistant secretaries and assistant
treasurers, in general, shall perform such duties as shall be
assigned to them by the secretary or the treasurer,
respectively, or by the president or the board of directors.
SECTION 4.10 BONDS.
If the board of directors by resolution shall so
require, any officer or agent of the corporation shall give
bond to the corporation in such amount and with such surety as
the board of directors may deem sufficient, conditioned upon
the faithful performance of their respective duties and
offices.
SECTION 4.11 SALARIES.
The salaries of the officers shall be fixed from time
to time by the board of directors and no officer shall be
prevented from receiving such salary by reason of the fact that
he or she is also a director of the corporation.
ARTICLE 5
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 5.1 CONTRACTS.
The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf
of the corporation, and such authority may be general or
confined to specific instances.
SECTION 5.2 LOANS.
No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in
its name unless authorized by a resolution of the board of
directors. Such authority may be general or confined to
specific instances.
SECTION 5.3 CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the
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name of the corporation shall be signed by such officer or
officers, agent or agents of the corporation and in such manner
as shall from time to time be determined by resolution of the
board of directors.
SECTION 5.4 DEPOSITS.
All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other
depositories as the board of directors may select.
ARTICLE 6
SHARES, CERTIFICATES FOR SHARES AND TRANSFER OF SHARES
SECTION 6.1 REGULATION.
The board of directors may make such rules and
regulations as it may deem appropriate concerning the issuance,
transfer and registration of certificates for shares of the
corporation, including the appointment of transfer agents and
registrars.
SECTION 6.2 CERTIFICATES FOR SHARES.
Certificates representing shares of the corporation
shall be respectively numbered serially for each class of
shares, or series thereof, as they are issued, shall be
impressed with the corporate seal or a facsimile thereof, and
shall be signed by the chairman or vice-chairman of the board
of directors or by the president or a vice president and by the
treasurer or an assistant treasurer or by the secretary or an
assistant secretary; provided that such signatures may be
facsimile if the certificate is counter-signed by a transfer
agent, or registered by a registrar other than the corporation
itself or its employee. Each certificate shall state the name
of the corporation, the fact that the corporation is organized
or incorporated under the laws of the state of Colorado, the
name of the person to whom issued, the date of issue, the class
(or series of any class), the number of shares represented
thereby and the par value of the shares represented thereby or
a statement that such shares are without par value. A
statement of the designations, preferences, qualifications,
limitations, restrictions and special or relative rights of the
shares of each class shall be set forth in full or summarized
on the face or back of the certificates which the corporation
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shall issue, or in lieu thereof, the certificate may set forth
that such a statement or summary will be furnished to any
shareholder upon request without charge. Each certificate
shall be otherwise in such form as may be prescribed by the
board of directors and as shall conform to the rules of any
stock exchange on which the shares may be listed.
The corporation shall not issue certificates
representing fractional shares and shall not be obligated to
make any transfers creating a fractional interest in a share of
stock. The corporation may, but shall not be obligated to,
issue scrip in lieu of any fractional shares, such scrip to
have terms and conditions specified by the board of directors.
SECTION 6.3 CANCELLATION OF CERTIFICATES.
All certificates surrendered to the corporation for
transfer shall be canceled and no new certificates shall be
issued in lieu thereof until the former certificate for a like
number of shares shall have been surrendered and canceled,
except as herein provided with respect to lost, stolen or
destroyed certificates.
SECTION 6.4 LOST, STOLEN OR DESTROYED CERTIFICATES.
Any shareholder claiming that his or her certificate
for shares is lost, stolen or destroyed may make an affidavit
or affirmation of that fact and lodge the same with the
secretary of the corporation, accompanied by a signed
application for a new certificate. Thereupon, and upon the
giving of a satisfactory bond of indemnity to the corporation
not exceeding an amount double the value of the shares as
represented by such certificate (the necessity for such bond
and the amount required to be determined by the president and
treasurer of the corporation), a new certificate may be issued
of the same tenor and representing the same number, class and
series of shares as were represented by the certificate alleged
to be lost, stolen or destroyed.
SECTION 6.5 TRANSFER OF SHARES.
Subject to the terms of any shareholder agreement
relating to the transfer of shares or other transfer
restrictions contained in the Articles of Incorporation or
authorized therein, shares of the corporation shall be
transferable on the books of the corporation by the holder
thereof in person or by his or her duly authorized attorney,
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upon the surrender and cancellation of a certificate or
certificates for a like number of shares. Upon presentation
and surrender of a certificate for shares properly endorsed and
payment of all taxes therefor, the transferee shall be entitled
to a new certificate or certificates in lieu thereof. As
against the corporation, a transfer of shares can be made only
on the books of the corporation and in the manner hereinabove
provided, and the corporation shall be entitled to treat the
holder of record of any share as the owner thereof and shall
not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether
or not it shall have express or other notice thereof, save as
expressly provided by the statutes of the state of Colorado.
ARTICLE 7
FISCAL YEAR
The fiscal year of the corporation shall end on the
last day of December in each calendar year.
ARTICLE 8
DIVIDENDS
The board of directors may from time to time declare,
and the corporation may pay, dividends on its outstanding
shares in the manner and upon the terms and conditions provided
by law and its Articles of Incorporation.
ARTICLE 9
CORPORATE SEAL
The board of directors shall provide a corporate seal
which shall be circular in form and shall have inscribed
thereon the name of the corporation and the state of
incorporation and the words "CORPORATE SEAL."
ARTICLE 10
WAIVER OF NOTICE
Whenever any notice is required to be given under the
provisions of these bylaws or under the provisions of the
Articles of Incorporation or under the provisions of the
Colorado Corporation Code, or otherwise, a waiver thereof in
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writing, signed by the person or persons entitled to such
notice, whether before or after the event or other circumstance
requiring such notice, shall be deemed equivalent to the giving
of such notice.
ARTICLE 11
AMENDMENTS
These bylaws may be altered, amended or repealed and
new bylaws may be adopted by a majority of the directors
present at any meeting of the board of directors of the
corporation at which a quorum is present.
ARTICLE 12
EXECUTIVE COMMITTEE
SECTION 12.1 APPOINTMENT.
The board of directors by resolution adopted by a
majority of the full board, may designate two or more of its
members to constitute an executive committee. The designation
of such committee and the delegation thereto of authority shall
not operate to relieve the board of directors, or any member
thereof, of any responsibility imposed by law.
SECTION 12.2 AUTHORITY.
The executive committee, when the board of directors
is not in session, shall have and may exercise all of the
authority of the board of directors except to the extent, if
any, that such authority shall be limited by the resolution
appointing the executive committee and except also that the
executive committee shall not have the authority of the board
of directors in reference to amending the Articles of
Incorporation, adopting a plan of merger or consolidation,
recommending to the shareholders the sale, lease or other
disposition of all or substantially all of the property and
assets of the corporation otherwise than in the usual and
regular course of its business, recommending to the
shareholders a voluntary dissolution of the corporation or a
revocation thereof, or amending the bylaws of the corporation.
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SECTION 12.3 TENURE AND QUALIFICATIONS.
Each member of the executive committee shall hold
office until the next regular annual meeting of the board of
directors following his or her designation and until his or her
successor is designated as a member of the executive committee
and is elected and qualified.
SECTION 12.4 MEETINGS.
Regular meetings of the executive committee may be
held without notice at such time and places as the executive
committee may fix from time to time by resolution. Special
meetings of the executive committee may be called by any member
thereof upon not less than one day's notice stating the place,
date and hour of the meeting, which notice may be written or
oral, and if mailed, shall be deemed to be delivered when
deposited in the United States mail addressed to the member of
the executive committee at his or her business address. Any
member of the executive committee may waive notice of any
meeting and no notice of any meeting need be given to any
member thereof who attends in person. The notice of a meeting
of the executive committee need not state the business proposed
to be transacted at the meeting.
SECTION 12.5 QUORUM.
A majority of the members of the executive committee
shall constitute a quorum for the transaction of business at
any meeting thereof, and action of the executive committee must
be authorized by the affirmative vote of a majority of the
members present at a meeting at which a quorum is present.
SECTION 12.6 INFORMAL ACTION BY EXECUTIVE COMMITTEE.
Any action required or permitted to be taken by the
executive committee at a meeting may be taken without a meeting
if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors entitled to vote with
respect to the subject matter thereof.
SECTION 12.7 VACANCIES.
Any vacancy in the executive committee may be filled
by a resolution adopted by a majority of the full board of
directors.
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SECTION 12.8 RESIGNATIONS AND REMOVAL.
Any member of the executive committee may be removed
at any time with or without cause by resolution adopted by a
majority of the full board of directors. Any member of the
executive committee may resign from the executive committee at
any time by giving written notice to the president or secretary
of the corporation, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make
it effective.
SECTION 12.9 PROCEDURE.
The executive committee shall elect a presiding
officer from its members and may fix its own rules of procedure
which shall not be inconsistent with these bylaws. It shall
keep regular minutes of its proceedings and report the same to
the board of directors for its information at the meeting
thereof held next after the proceedings shall have been taken.
ARTICLE 13
EMERGENCY BYLAWS
The emergency bylaws provided in this Article 13
shall be operative during any emergency in the conduct of the
business of the corporation resulting from an attack on the
United States or any nuclear or atomic disaster,
notwithstanding any different provision in the preceding
articles of the bylaws or in the Articles of Incorporation of
the corporation or in the Colorado Corporation Code. To the
extent not inconsistent with the provisions of this Article,
the bylaws provided in the preceding articles shall remain in
effect during such emergency and upon its termination the
emergency bylaws shall cease to be operative.
During any such emergency:
A. A meeting of the board of directors may be called
by any officer or director of the corporation. Notice of the
time and place of the meeting shall be given by the person
calling the meeting to such of the directors as it may be
feasible to reach by any available means of communication.
Such notice shall be given at such time in advance of the
meeting as circumstances permit in the judgment of the person
calling the meeting.
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B. At any such meeting of the board of directors, a
quorum shall consist of the number of directors in attendance
at such meeting.
C. The board of directors, either before or during
any such emergency, may, effective in the emergency, change the
principal office or designate several alternative principal
offices or regional offices, or authorize the officers so to
do.
D. The board of directors, either before or during
any such emergency, may provide, and from time to time modify,
lines of succession in the event that during such an emergency
any or all officers or agents of the corporation shall for any
reason be rendered incapable of discharging their duties.
E. No officer, director or employee acting in
accordance with these emergency bylaws shall be liable except
for willful misconduct.
F. These emergency bylaws shall be subject to repeal
or change by further action of the board of directors or by
action of the shareholders, but no such repeal or change shall
modify the provisions of the next preceding paragraph with
regard to action taken prior to the time of such repeal or
change. Any amendment of these emergency bylaws may make any
further or different provision that may be practical and
necessary for the circumstances of the emergency.
CERTIFICATE
I hereby certify that the foregoing bylaws,
consisting of 24 pages, including this page, constitute the
bylaws of EURO-TEL, INC., adopted by the board of directors of
the corporation as of January 15, 1992.
s/Cynthia A. Telsey
Cynthia A. Telsey, Secretary
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EURO-TEL, INC.
EXHIBIT 3.3
CERTIFICATE OF
GOOD STANDING
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STATE OF COLORADO
Department of
State
CERTIFICATE
I, VICTORIA BUCKLEY, Secretary of State of the State of
Colorado hereby certify that
According to the records of this office
EURO-TEL, INC.
(COLORADO CORPORATION)
file # 911096113 was filed in this office on NOVEMBER 26, 1991,
and has complied with the applicable provisions of the
laws of the State of Colorado and on this date is in good
standing and authorized and competent to transact business
or to conduct its affairs within this state.
Dated: NOVEMBER 18, 1996
s/ Victoria Buckley
SECRETARY OF STATE
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EURO-TEL, INC.
EXHIBIT 4.1
FORM OF
SHAREHOLDER LOCK-UP LETTER
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, 1996
Board of Directors
Euro-Tel, Inc.
2851 S. Parker Road
Suite 720
Aurora, Colorado 80014
Gentlemen:
The undersigned, a beneficial owner of the common stock of
Euro-Tel, Inc. (the "Company"), no par value per share (the "Common
Stock"), understands that the Company has filed with the U.S.
Securities and Exchange Commission a registration statement on Form
10-SB (File No. ) (the "Registration Statement"),
for the registration of the Company's Common Stock. As part of the
disclosure included in the Registration Statement, the Company has
affirmatively stated that there will be no trading of the Company's
securities until such time as the Company successfully implements
its business plan as described in such Registration Statement,
consummating a merger or acquisition.
In order to insure that the aforesaid disclosure is adhered
to, the undersigned agrees, for the benefit of the Company, that
he/she will not offer to sell, assign, pledge, hypothecate, grant
any option for the sale of, or otherwise dispose of, directly or
indirectly, any shares of the Common Stock of the Company owned by
him/her, or subsequently acquired through the exercise of any
options, warrants or rights, or conversion of any other security,
grant options, rights or warrants with respect to any such shares
of Common Stock, until the Company successfully closes a merger or
acquisition. Furthermore, the undersigned will permit all
certificates evidencing his/her shares to be endorsed with the
appropriate restrictive legends and will consent to the placement
of appropriate stop transfer orders with the transfer agent of the
Company.
Very truly yours,
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
[Signature of Holder]
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
[Please Print Name(s)]
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
[Number of Shares of Common
Stock Owned]
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EURO-TEL, INC.
EXHIBIT 10.1
CONSENT OF KISH, LEAKE &
ASSOCIATES, CPA
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KISH, LEAKE & ASSOCIATES, P.C.
Certified Public Accountants
J.D. Kish, C.P.A., M.B.A. 7901 E. Belleview Ave., Suite 220
James D. Leake, C.P.A., M.T. Englewood, Colorado 80111
Telephone (303) 779-5006
Arleen R. Brogan, C.P.A. Facsimile (303) 779-5724
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the use in this Form 10-SB of our report dated
November 22, 1996, relating to the financial statements of Euro-
Tel, Inc. for the fiscal years ended September 30, 1996 and
September 30, 1995, and the period November 26, 1991 (inception) to
September 30, 1996.
Kish, Leake and Associates, P.C.
Kish, Leake and Associates, P.C.
Certified Public Accountants
December 9, 1996
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SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
EURO-TEL, INC.
(Registrant)
Date: December 9, 1996
By:/s/ Andrew I. Telsey
Andrew I. Telsey,
President
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