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
PRINCETON MANAGEMENT CORPORATION
(Name of Small Business Issuer in its charter)
Colorado 84-1039267
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5650 Greenwood Plaza Blvd.
Suite 216
Englewood, Colorado 80111
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (303) 741-1118
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 Seventy Pages
Exhibit Index is Located at Page 34.
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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. . . . . . . . . . . . . . . . . 8
Item 3. Description of Property. . . . . . . . . . . . . . 14
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 . . . . . . . . . . . . . . 17
Item 7. Certain Relationships and
Related Transactions. . . . . . . . . . . . . . . 18
Item 8. Description of Securities. . . . . . . . . . . . . 18
Part II
Item 1. Market for Common Equities and Related Stockholder
Matters . . . . . . . . . . . . . .. . . . . . . . 20
Item 2. Legal Proceedings. . . . . . . . . . . . . . . . . 22
Item 3. Changes in and Disagreements with Accountants. . . 22
Item 4. Recent Sales of Unregistered Securities. . . . . . 22
Item 5. Indemnification of Directors and Officers. . . . . 23
Part F/S
Financial Statements . . . . . . . . . . . . . . . 24
Part III
Item 1. Index to Exhibits. . . . . . . . . . . . . . . . . 34
Item 2. Description of Exhibits. . . . . . . . . . . . . . 35
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PART I
Item 1. Description of Business
Princeton Management Corporation (the "Company"), was
incorporated on October 16, 1986 under the laws of the State of
Colorado under the name Princeton Oil & Gas, Inc., to engage in any
lawful corporate undertaking. In November, 1996, the Company's
shareholders approved an amendment to the Company's Articles of
Incorporation, changing the name of the Company to Princeton
Management Corporation, among other matters.
The Company has been in the developmental stage since
inception and initially was engaged in the business of oil and gas
exploration. In November 1996, the Company's Board of Directors
elected to change the Company's principal business purpose to those
activities described below under "Item 2. Plan of Operation." The
Company will seek out, investigate and possibly acquire an interest
in business opportunities. 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
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acquisition has been successfully consummated. 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.
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.
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No Agreement for Business Combination or Other Transaction, No
Standards for Business Combination. The Company has no arrangement,
agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public
entity. There can be no assurance the Company will be successful
in identifying and evaluating suitable business opportunities or in
concluding a business combination. Management has not identified
any particular industry or specific business within an industry for
evaluation by the Company. There is no assurance the Company will
be able to negotiate a business combination on terms favorable to
the Company. The Company has not established a specific length of
operating history or a specified level of earnings, assets, net
worth or other criteria which it will require a target business
opportunity to have achieved and without which the Company would
not consider a business combination in any form with such business
opportunity. Accordingly, the Company may enter into a business
combination with a business opportunity having no significant
operating history, losses, limited or no potential for earnings,
limited assets, negative net worth or other negative
characteristics.
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 4. Security Ownership of Certain
Beneficial Owners and Management."
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
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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.
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
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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
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.
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Item 2. Plan of Operation
The Company intends to seek to acquire assets or shares of an
entity actively engaged in business which generates revenues, in
exchange for its securities. The Company has no particular
acquisitions in mind and has not entered into any negotiations
regarding such an acquisition. None of the Company's officers,
directors, promoters or affiliates have engaged in any preliminary
contact or discussions with any representative of any other company
regarding the possibility of an acquisition or merger between the
Company and such other company as of the date of this registration
statement.
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 4. Security Ownership of Certain
Beneficial Owners and Management - Resumes."
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, 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.
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 "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
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desire to seek the perceived advantages of an Exchange Act
registered corporation. The Company will not restrict its search
to any specific business, industry, or geographical location and
the Company may participate in a business venture of virtually any
kind or nature. This discussion of the proposed business is
purposefully general and is not meant to be restrictive of the
Company's virtually unlimited discretion to search for and enter
into potential business opportunities. Management anticipates that
it may be able to participate in only one potential business
venture because the Company has nominal assets and limited
financial resources. See "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
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requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited
financial statements to be included within the numerous filings
relevant to complying with the 34 Act. Nevertheless, the officers
and directors of the Company have not conducted market research and
are not aware of statistical data which would support the perceived
benefits of a merger or acquisition transaction for the owners of
a business opportunity.
The analysis of new business opportunities will be undertaken
by, or under the supervision of, the officers and directors of the
Company, none of whom is a professional business analyst.
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 as well as the efforts of the Company's
legal counsel 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.
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The Company will not restrict its search for any specific kind
of firms, but may acquire a venture which is in its preliminary or
development stage, which is already in operation, or in essentially
any stage of its corporate life. It is impossible to predict at
this time the status of any business in which the Company may
become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer. However,
the Company does not intend to obtain funds in one or more private
placements to finance the operation of any acquired business
opportunity until such time as the Company has successfully
consummated such a merger or acquisition.
It is anticipated that the Company will incur nominal expenses
in the implementation of its business plan described herein.
Because the Company has no capital with which to pay these
anticipated expenses, present management of the Company will pay
these charges with their personal funds, as interest free loans to
the Company. However, the only opportunity which management has to
have these loans repaid will be from a prospective merger or
acquisition candidate. Management has agreed among themselves that
the repayment of any loans made on behalf of the Company will not
impede, or be made conditional in any manner, to consummation of a
proposed transaction.
Acquisition of Opportunities
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and
shareholders of the Company will no longer be in control of the
Company. In addition, the Company's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by new
directors without a vote of the Company's shareholders or may sell
their stock in the Company. Any terms of sale of the shares
presently held by officers and/or directors of the Company will be
also afforded to all other shareholders of the Company on similar
terms and conditions. Any and all such sales will only be made in
compliance with the securities laws of the United States and any
applicable state.
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
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surviving entity after the Company has successfully consummated a
merger or acquisition and the Company is no longer considered a
"shell" company. Until such time as this occurs, the Company will
not attempt to register any additional securities. The issuance of
substantial additional securities and their potential sale into any
trading market which may develop in the Company's securities may
have a depressive effect on the value of the Company's securities
in the future, if such a market develops, of which there is no
assurance.
While the actual terms of a transaction to which the Company
may be a party cannot be predicted, it may be expected that the
parties to the business transaction will find it desirable to avoid
the creation of a taxable event and thereby structure the
acquisition in a so-called "tax-free" reorganization under Sections
368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In
order to obtain tax-free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80% or
more of the voting stock of the surviving entity. In such event,
the shareholders of the Company, would retain less than 20% of the
issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors
of the Company 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. In the event it is necessary to
obtain the approval of the shareholders of the Company to lawfully
consummate a business transaction, the effect will be to assure
such approval where management supports such a business transaction
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because management presently controls sufficient shares of the
Company to effectuate a positive vote on the proposed transaction.
The Company will participate in a business opportunity only
after the negotiation and execution of appropriate written
agreements. Although the terms of such agreements cannot be
predicted, generally such agreements will require some specific
representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing
and the conditions which must be satisfied by each of the parties
prior to and after such closing, will outline the manner of bearing
costs, including costs associated with the Company's attorneys and
accountants, will set forth remedies on default and will include
miscellaneous other terms.
As stated hereinabove, the Company will not acquire or merge
with any entity which cannot provide independent audited financial
statements within a reasonable period of time after closing of the
proposed transaction. The Company is subject to all of the
reporting requirements included in the 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 may
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 may 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.
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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 5650 Greenwood Plaza
Blvd., Suite 216, Englewood, Colorado 80111. This space is
provided to the Company on a rent free basis by the President of
the Company and it is anticipated that this arrangement will remain
until such time as the Company successfully consummates 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
Title Beneficial Beneficial Percent of
of Class Owner Owner Class
________ _________________________ __________ __________
<S> <C> <C> <C>
Common Greg Simonds 100,000 34.65%
5650 Greenwood Plaza Blvd.
Suite 216
Englewood, CO 80111
Common Gilberta P. Gara 29,100 10.08%
RR2, Box 241
Torrington, WY 82240
Common Gerald Loffredo 57,500 19.92%
1990 W. Rockrose Way
Chandler, AZ 85248
Common Ray Daniels 50,000 17.32%
898 Pimlico Court
Boulder, CO 80303
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Name and Amount and
Address of Nature of
Title Beneficial Beneficial Percent of
of Class Owner Owner Class
________ _________________________ __________ __________
Common Agnes Olsen 20,000 6.93%
6600 France Ave. South #425
Minneapolis, MN 55435
Common All Officers and 129,100 44.73%
Directors as a
Group (2 persons)
</TABLE>
The balance of the Company's outstanding Common Shares are
held by 5 persons.
Item 5. Directors, Executive Officers, Promoters and Control
Persons.
The directors and officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position
________________ ___ _________________________
<S> <C> <C>
Greg Simonds 45 President, Director
Gilberta P. Gara 54 Secretary/Treasurer &
Director
</TABLE>
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
Gregory J. Simonds, is President and a director of the
Company, positions he has held since November 1996. In addition to
his positions with the Company, since June 1991, Mr. Simonds has
been self-employed, acting as a consultant to various different
companies, both public and private, as well as managing his own
investment portfolio. Mr. Simonds received a Bachelor of Science
degree from New England College, Henniker, New Hampshire in 1973.
Mr. Simonds devotes only such time as necessary to the business of
the Company, which time is not expected to exceed 20 hours per
month.
15
<PAGE>
Gilberta P. Gara, is Secretary/Treasurer and a director of the
Company, positions she has held since November 1996. Prior, from
the Company's inception until November 1996, she was President and
a director of the Company. In addition to her positions with the
Company, since November 1994, Ms. Gara has also been an independent
distributor for The People's Network, a television network based in
Dallas, Texas. Prior, from 1990 through October 1994, she was the
owner and operator of Gara & Sons, Torrington, Wyoming, a
distributor of giftware lines. In January 1992, Ms. Gara filed a
petition for protection under the U.S. Bankruptcy Code with the
United States Federal Bankruptcy Court located in Denver, Colorado,
where a discharge was entered in May 1992. She devotes only such
time as necessary to the business of the Company, which is not
expected to exceed 20 hours per month.
Prior "Blank Check" Experience
None of the officers and/or directors of the Company have had
any prior experience with any "blank-check" companies.
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
16
<PAGE>
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.
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
17
<PAGE>
decision to undertake any proposed transaction. Each member of
management has agreed to disclose to the Company's Board of
Directors any discussions concerning possible compensation to be
paid to them by any entity which proposes to undertake a
transaction with the Company and further, to abstain from voting on
such transaction. Therefore, as a practical matter, if each member
of the Company's Board of Directors is offered compensation in any
form from any prospective merger or acquisition candidate, the
proposed transaction will not be approved by the Company's Board of
Directors as a result of the inability of the Board to
affirmatively approve such a transaction.
It is possible that persons associated with management may
refer a prospective merger or acquisition candidate to the Company.
In the event the Company consummates a transaction with any entity
referred by associates of management, it is possible that such an
associate will be compensated for their referral in the form of a
finder's fee. It is anticipated that this fee will be either in
the form of restricted common stock issued by the Company as part
of the terms of the proposed transaction, or will be in the form of
cash consideration. However, if such compensation is in the form
of cash, such payment will be tendered by the acquisition or merger
candidate, because the Company has insufficient cash available.
The amount of such finder's fee cannot be determined as of the date
of this registration statement, but is expected to be comparable to
consideration normally paid in like transactions. No member of
management of the Company will receive any finder's fee, either
directly or indirectly, as a result of their respective efforts to
implement the Company's business plan outlined herein.
In November 1996, the shareholders approved the adoption of a
Stock Plan pursuant to Rule 701 promulgated under the Securities
Act of 1933 for the benefit of its officers, directors and
employees. As of the date of this registration statement, no
shares have been issued under the Plan.
Item 7. Certain Relationships and Related Transactions.
In November 1996, Mr. Simonds was issued an aggregate of
100,000 shares of the Company's common stock for total cash
consideration of $5,000 ($0.05 per share). There have been no
other 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 120,000,000
shares, of which 20,000,000 shares are Preferred Shares, par value
$0.01 per share, and 100,000,000 are Common Shares, par value
$0.0001 per share. There are 288,600 Common Shares issued and
18
<PAGE>
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
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
19
<PAGE>
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. 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.
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.
The Securities and Exchange Commission has adopted a Rule
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
20
<PAGE>
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.
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 November 1986, the Company issued 39,000 shares
of its Common Shares to its initial shareholders for cash
consideration of $390.00 ($.01 per share) and, subsequently, in
March 1987, the Company issued an additional 149,600 shares of its
Common Stock for cash consideration of $149,600 ($1.00 per share).
Thereafter, in November 1996 the Company issued 100,000 common
shares to Mr. Simonds in exchange for cash consideration
aggregating $5,000 ($0.05 per share). All of the issued and
outstanding shares of the Company's Common Stock were issued in
21
<PAGE>
accordance with the exemption from registration afforded by Section
4(2) of the Securities Act of 1933.
As of the date of this registration statement, 188,600 shares
of the Company's Common Stock are eligible for sale under Rule 144
promulgated under the Securities Act of 1933, as amended, subject
to certain limitations included in said Rule. In general, under
Rule 144, a person (or persons whose shares are aggregated), who
has satisfied a two year holding period, under certain
circumstances, may sell within any three month period a number of
shares which does not exceed the greater of one percent of the then
outstanding Common Stock or the average weekly trading volume
during the four calendar weeks prior to such sale. Rule 144 also
permits, under certain circumstances, the sale of shares without
any quantity limitation by a person who has satisfied a three year
holding period and who is not, and has not been for the preceding
three months, an affiliate of the Company.
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.
In November 1996, the Company issued an aggregate of 100,000
shares of common stock in favor of Mr. Simonds in exchange for
aggregate consideration of $5,000 ($0.05 per share). Other than
this issuance, 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, 188,600 shares of the Company's
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
22
<PAGE>
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. 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
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, as amended,
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
contemplated 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.
23
<PAGE>
PART F/S
Financial Statements.
The following financial statements are attached to this report
and filed as a part thereof. See page 26.
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
24
<PAGE>
Princeton Management Corporation
fka Princeton Oil & Gas, Inc.
(A Developmental Stage Company)
FINANCIAL STATEMENTS
with
Independent Auditors' Report
For The Years Ended December 31, 1996 and 1995
And For the Period January 1, 1996 (Inception)
through December 31, 1996
25
<PAGE>
Princeton Management Corporation
fka Princeton Oil & Gas, Inc.
(A Developmental Stage Company)
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Page
<S> <C>
Independent Auditors' Report 1
Financial Statements
Balance Sheet 2
Statement of Operations 3
Statement of Cash Flows 4
Statement of Shareholder's Equity 5
Notes to the Financial Statements 6-7
</TABLE>
26
<PAGE>
Kish, Leake & Associates, P.C
Certified Public Accountants
7901 E. Belleview Ave., Suite 220
Englewood, Colorado 80111
Telephone (303) 779-5006
Facsimile (303) 779-5724
Independent Auditor's Report
We have audited the accompanying balance sheet of Princeton
Management Corporation, fka Princeton Oil & Gas, Inc. (a
Developmental Stage Company), at December 31, 1996 and the related
statement of operations, shareholders' equity, and cash flows for
the years ended December 31, 1996 and 1995 and the period January
1, 1996 (Inception) through December 31, 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
Princeton Management Corporation at December 31, 1996 and the
results of its operations and its cash flows for the years ended
December 31, 1996 and 1995 and the period January 1, 1996
(Inception) through December 31, 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 December 31, 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.
Certified Public Accountants
Englewood, Colorado
January 16, 1997
-1-
27
<PAGE>
<TABLE>
Princeton Management Corporation
fka Princeton Oil & Gas, Inc.
( A Development Stage Company)
Balance Sheet
- ------------------------------------------------------------------
<CAPTION>
December
NOTES 31, 1996
_____ ________
<S> <C> <C>
ASSETS
Cash $1,065
________
TOTAL ASSETS $1,065
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES 0
________
SHAREHOLDERS' EQUITY
Preferred Stock, .01 Par Value.
Authorized 20,000,000 Shares; Issued
And Outstanding 0 Shares. 0
Common Stock, .0001 Par Value.
Authorized 100,000,000 Shares; Issued
And Outstanding 288,600 Shares. 29
Additional Paid In Capital 154,971
Retained (Deficit) (148,616)
Retained (Deficit Accumulated During The
Development Stage (5,319)
________
TOTAL SHAREHOLDERS' EQUITY 1,065
________
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $1,065
<FN>
The Accompanying Notes Are An Integral Part Of These
Financial Statements.
</TABLE>
-2-
28
<PAGE>
<TABLE>
Princeton Management Corporation
fka Princeton Oil & Gas, Inc.
( A Development Stage Company)
Statement Of Operations
- ------------------------------------------------------------------
<CAPTION>
Inception
(January
1, 1996)
through
December December December
NOTES 31, 1996 31, 1995 31, 1996
_____ ________ ________ ________
<S> <C> <C> <C> <C>
Revenue $0 $0 $0
Expenses
Administrative 145 0 145
Legal and Accounting 5,200 473 5,200
________ ________ ________
Total Expenses 5,345 473 5,345
________ ________ ________
Net (Loss) Before Other Income (5,345) (473) (5,345)
Other Income - Interest 26 38 26
________ ________ ________
Net (Loss) ($5,319) ($435) ($5,319)
Net (Loss) Per
Common Share ($0.02) ($0.00) ($0.02)
Common Shares
Outstanding 288,600 188,600 288,600
<FN>
The Accompanying Notes Are An Integral Part Of These
Financial Statements.
</TABLE>
-3-
29
<PAGE>
<TABLE>
Princeton Management Corporation
fka Princeton Oil & Gas, Inc.
( A Development Stage Company)
Statement Of Cash Flows
- ------------------------------------------------------------------
<CAPTION>
Inception
(January
1, 1996)
through
December December December
NOTES 31, 1996 1995 1996
_____ ________ ________ ________
<S> <C> <C> <C> <C>
Net Loss ($5,319) ($435) ($5,319)
Debt paid by Shareholder
on behalf of Company 5,000 5,000
Cash Flows From Operations (319) (435) (319)
________ ________ ________
Net Cash Flow From
Investing Activities 0 0 0
________ ________ ________
Net Cash Flow From
Financing Activities 0 0 0
Net Increase (Decrease)
In Cash (319) (435) (319)
Cash At Beginning Of Period 1,384 1,819 1,384
________ ________ ________
Cash At End Of Period $1,065 $1,384 $1,065
Non-Cash Transactions:
Stock issued for Company debt paid by Shareholder.
<FN>
The Accompanying Notes Are An Integral Part Of These
Financial Statements.
</TABLE>
-4-
30
<PAGE>
<TABLE>
Princeton Management Corporation
fka Princeton Oil & Gas, Inc.
( A Development Stage Company)
Statement Of Shareholders' Equity
________________________________________________________________________________
<CAPTION>
Number Of Additional
Common Common Paid-In Retained
Notes Shares Stock Capital Deficit Total
_____ ________ ________ _________ ________ _______
<S> <C> <C> <C> <C> <C> <C>
Balance At
December 31, 1994 188,600 $19 $149,981 ($148,181) $1,819
Net Loss
December 31, 1995 (435) (435)
________ ________ _________ ________ _______
Balance At
December 31, 1995 188,600 19 149,981 (148,616) 1,384
Net Loss
At December 31, 1996 (5,319) (5,319)
Issuance of
Common Stock 100,000 10 4,990 5,000
________ ________ _________ ________ _______
Balance At
December 31, 1996 288,600 $29 $154,971 ($153,935) $1,065
<FN>
The Accompanying Notes Are An Integral Part Of These Financial
Statements.
</TABLE>
-5-
31
<PAGE>
Princeton Management Corporation
fka Princeton Oil & Gas, Inc.
(A Development Stage Company)
Notes to Financial Statements
For the Years Ended December 31, 1996 and 1995
Note 1 - Organization and Summary of Significant Accounting
Policies
Organization:
On October 16, 1986 Princeton Oil & Gas, Inc. (the Company) was
incorporated under the laws of Colorado, for the purpose of gas
exploration. In December 1989 the Company ceased operations in the
oil and gas business. On January 1, 1996 the Company's new
management decided to search for a merger or acquisition candidate
and, therefore, has entered into the development stage. In
November 1996 the Company changed its name to Princeton Management
Corporation.
Developmental Stage:
The Company is currently in the developmental stage and has no
significant operations to date.
Income Taxes:
In 1986 the Company elected to have its income taxed under section
1372 of the Internal Revenue Code which provides that, in lieu of
corporation income taxes, the shareholders are taxed on their
proportionate share of the Company's taxable income. Therefore, no
provision or liability for Federal or State income taxes is
included in these financial statements.
Statement of Cash Flows:
For purposes 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 and taxes for the years ended December 31,
1996 and 1995 was $-0-.
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.
-6-
32
<PAGE>
Princeton Management Corporation
fka Princeton Oil & Gas, Inc.
(A Development Stage Company)
Notes to Financial Statements
For the Years Ended December 31, 1996 and 1995
Net (Loss) Per Common Share:
The net (loss) per common share is computed by dividing the net
(loss) for the period by the weighted average number of shares
outstanding at December 31, 1996 and 1995.
Note 2 - Capital
The Company initially authorized 245,000 shares of $.001 par value
common stock.
In November 1996, the Company amended the Articles of Incorporation
and authorized 100,000,000 shares of common stock of $.0001 par
value per share and 20,000,000 shares of Preferred Stock at $.01
par value per share.
Additionally, amendment of the articles changed the name of the
Company from Princeton Oil and Gas, Inc. to Princeton Management
Corporation.
In November 1996, 100,000 shares of common stock were issued to a
shareholder in exchange for debt paid by the shareholder on behalf
of the Company.
Note 3 - Related Party Events
The Company maintains a mailing address provided by an officer and
director on a cost free basis. The office is located at 5650
Greenwood Plaza Blvd., Suite 216, Englewood, CO 80111. No expense
has been recorded as the value of the address is considered
immaterial.
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<PAGE>
PART IV
<TABLE>
Item 1. Exhibit Index
<CAPTION>
No. Sequential
Page No.
<S> <C> <C>
(3) Articles of Incorporation and Bylaws.
3.1 Articles of Incorporation and Amendment
to Articles of Incorporation 35
3.2 Bylaws 51
3.3 Certificate of Good Standing 66
(4) Instruments Defining the Rights of Holders
4.1 Form of Lock-up Agreement by the
Company's Shareholders 68
</TABLE>
34
<PAGE>
PRINCETON MANAGEMENT CORPORATION
EXHIBIT 3.1
ARTICLES OF INCORPORATION
AND AMENDMENTS
35
<PAGE>
SECRETARY OF STATE
RECEIVED
ARTICLES OF INCORPORATION FILED
86 OCT 15 A10:34 OF
PRINCETON OIL & GAS, INC. OCT 15 1986
STATE OF COLORADO
KNOW ALL MEN BY THESE PRESENTS: DEPARTMENT OF STATE
That the undersigned Incorporator, being a natural
person of the age of eighteen (18) years or more, and
desiring to form a corporation under the laws of the State
of Colorado, does hereby sign, verify and deliver in
duplicate to the Secretary of State of the State of Colorado
these Articles of Incorporation.
ARTICLE I
NAME
The name of the Corporation shall be PRINCETON OIL &
GAS, INC.
ARTICLE II
PERIOD OF DURATION
The existence of this Corporation shall begin upon the
issuance of a certificate of incorporation. The Corporation
shall exist perpetually unless dissolved according to Law.
ARTICLE III
PURPOSE
The nature of the business of this Corporation, the
purposes for which it is organized and its powers are as
follows.
1. To engage in the transaction of all lawful
business or pursue any other lawful purpose or purposes for
which a corporation may be organized under the laws of the
State of Colorado.
2. To have, enjoy and exercise all of the rights,
powers and privileges conferred upon corporations organized
under the laws of the State of Colorado, whether now or
hereafter in effect, and whether or not herein specifically
mentioned.
ARTICLE IV
CAPITAL
The aggregate number of shares which this Corporation
shall have the authority to issue is 245,000 shares, which
shall consist of one class only, designated "common stock."
36
<PAGE>
Each of such shares shall be issued with a par value of
$.001. No share shall be issued until it has been paid for,
and it shall thereafter be non-assessable.
ARTICLE V
PREEMPTIVE RIGHTS
Shareholders of the Corporation shall be entitled to a
preemptive right to purchase, subscribe for, or otherwise
acquire any unissued or treasury shares of stock of the
Corporation, or any options or warrants to purchase,
subscribe for or otherwise acquire any such unissued or
treasury shares, or any shares, bonds, notes, debentures, or
other securities convertible into or carrying options or
warrants to purchase, subscribe for or otherwise acquire any
such unissued or treasury shares.
ARTICLE VI
CUMULATIVE VOTING
Each shareholder of record shall be entitled to one
vote for each share of stock in his name on the books of the
corporation and entitled to vote. Shareholders shall be
entitled to cumulative voting in the election of directors.
ARTICLE VII
SHARE TRANSFER RESTRICTIONS
The Corporation and its shareholders, by appropriate
action, shall have the right to impose restrictions on the
sale, transfer or other disposition of shares of its stock,
including treasury stock, and the corporation may become a
party to any agreement for the purposes of restricting the
transfer or other disposition of any of the shares of the
corporation's capital stock, or for the purpose of
contracting for the repurchase or resale of any of its
capital stock. The Board of Directors is hereby authorized
on behalf of the Corporation to exercise the Corporation's
right to so impose such restrictions.
ARTICLE VIII
BOARD OF DIRECTORS
1. The business and affairs of the Corporation shall
be managed by a Board of Directors which shall be elected at
the annual meeting of the shareholders, or at a special
meeting called for that purpose.
2. The initial Board of Directors shall consist of
three members who shall serve until the first annual meeting
of shareholders and until their successors be elected and
qualified. The names and addresses of the initial directors
are as follows:
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37
<PAGE>
DIRECTORS ADDRESSES
Gilberta P. Gara 9882 Niwot Rd.
Longmont, CO 80501
Ervin L. Gara, Jr. 9882 Niwot Rd.
Longmont, CO 80501
Gerald L. Loffredo P.O. Box 758
Lyons, CO 80540
3. The number of directors of this corporation shall
be fixed in accordance with the bylaws.
ARTICLE IX
REGISTERED OFFICE AND AGENT
The initial registered office of the Corporation shall
be at 9882 Niwot Road, Longmont, Colorado 80501, and the
name of the initial registered agent at such address shall
be Gilberta P. Gara. Either the registered office or the
registered agent may be changed in the manner provided by
law.
ARTICLE X
TRANSACTIONS WITH INTERESTED DIRECTORS
No contract or other transaction between the
Corporation and one or more of its directors or any other
corporation, firm, association, or entity in which one or
more of its directors are directors or officers or are
financially interested shall be either void or voidable
solely because of such relationship or interest or solely
because such directors are present at the meeting of the
Board of Directors or a committee thereof which authorizes,
approves, or ratifies such contract or transaction or solely
because their votes are counted for such purpose if: (a) the
fact of such relationship or interest is disclosed or known
to the Board of Directors or committee which authorizes,
approves, or ratifies the contract or transaction by a vote
or consents of such interested directors; or (b) the fact of
such relationship or interest is disclosed or known to the
shareholders entitled to vote and they authorize, approve,
or ratify such contract or transaction by vote or written
consent; or (c) the contract or transaction is fair and
reasonable to the Corporation. Common or interested
directors may be counted in determining the presence of a
-3-
38
<PAGE>
Board of Directors or a committee thereof which authorizes,
approves, or ratifies such contract or transaction.
ARTICLE XI
INDEMNIFICATION
1. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of
the Corporation), by reason of the fact that he is or was a
director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually
and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in
a manner he reasonably believed to be in the best interests
of the Corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit,
or proceeding by judgment, order, settlement, 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 in 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 that his conduct was unlawful.
2. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in
the right of the Corporation to procure a judgment in its
favor by reason of the fact that he is or was a director,
officer, employee, or agent of the Corporation or is or was
serving at the request of the Corporation as a director,
officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in 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.
-4-
39
<PAGE>
3. To the extent that a director, officer, employee,
or agent of the Corporation has been successful on the
merits in defense of any action, suit, or proceedings
referred to in paragraph 1 or 2 of this Article XI or in
defense of any claim, issue, or matter therein, he shall be
indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection
therewith.
4. Any indemnification under paragraph 1 or 2 of
this Article XI (unless ordered by a court) shall be made by
the Corporation only as authorized in the specific case upon
a determination that indemnification of the director,
officer, employee, or agent is proper in the circumstances
because he has met the applicable standard of conduct set
forth in said paragraph 1 or 2. 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 such a quorum is not
obtainable or even if obtainable a quorum or disinterested
directors so directs, by independent legal counsel in a
written opinion, or by the shareholders.
5. Expenses (including attorneys' 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 paragraph 4 of this Article XI upon receipt or
an undertaking by or on behalf of the director, officer,
employee, 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 XI.
6. The indemnification provided by this Article XI
shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under the articles of
incorporation, any bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise, or of 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, or agent
and shall inure to the benefit of heirs, executors, and
administrators of such a person.
7. The Corporation may purchase and maintain
insurance on behalf of any person who is or was director,
officer, employee, or agent of the Corporation or who was
serving at the request of the Corporation as a director,
officer, employee, or agent of another corporation, against
-5-
40
<PAGE>
any liability asserted against him and incurred by him in
any such capacity or arising out of his status as such,
whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of
this Article XI.
ARTICLE XII
OWNER OF SHARES
The Corporation shall be entitled to treat the
registered holder of any shares of the Corporation as the
owner thereof for all purposes, including all rights
deriving from such shares, and 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 but without limiting the
generality hereof, a purchaser, assignee or transferee of
such shares or right deriving from such shares, unless and
until such purchaser, assignee, transferee or other person
becomes the registered holder of such shares, whether or not
the Corporation shall have either actual or constructive
notice of the interest of such purchaser, assignee,
transferee or other person. The purchaser, assignee, or
transferee of any of the shares of the Corporation shall
have either actual or constructive notice of the interest of
such purchaser, assignee, transferee or other person. The
purchaser, assignee or transferee of any of the shares of
the Corporation shall not be entitled: to receive notice of
the meetings of the shareholders; to vote at such meetings;
to examine a list of the shareholders; to be paid dividends
or other sums payable to shareholders; or to own, enjoy and
exercise any other property or right deriving from such
shares against the Corporation, until such purchaser,
assignee, or transferee has become the registered holder of
such shares.
ARTICLE XIII
INCORPORATOR
The name and address of the incorporator is:
Gilberta P. Gara 9882 Niwot Rd.
Longmont, CO 80501
Executed this 7 day of Oct., 1986.
s/Gilberta P. Gara
___________________________
Gilberta P. Gara
-6-
41
<PAGE>
STATE OF COLORADO )
) ss.
COUNTY OF BOULDER )
I, W. Cotton Burden, a notary public, hereby certify
that on the 7th day of October, 1986, personally appeared
before me Gilberta P. Gara, who being by me first duly
sworn, declared that she is the person who signed the
foregoing document as incorporator, and that the statements
contained therein are true.
In witness whereof, I have hereunto set my hand and
seal this 7th day of October, 1986.
My Commission expires:_____________________________
s/W. Cotton Burden
___________________________
Notary Public
My commission expires July 9, 1990
6676 Gunpark Dr.
Boulder, CO 80301
___________________________
Address
-7-
42
<PAGE>
CHANGE OF NAME 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 961158458 C $60.00
MUST SUBMIT TWO COPIES SECRETARY OF STATE
RESTATED ARTICLES OF 12-06-96 13:36
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 Princeton Oil & Gas, Inc.
SECOND: The following amended and restated Articles of Incorporation were
adopted on:
November 1, , 1996 , 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 Princeton Management
Corporation
ATTACH A COPY OF YOUR AMENDED AND RESTATED ARTICLES OF
INCORPORATION
(See attached)
Signature
Its
43
<PAGE>
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PRINCETON OIL & GAS, 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 changed from Princeton Oil & Gas, Inc. to PRINCETON MANAGEMENT
CORPORATION.
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 said corporation is to have perpetual existence
unless dissolved according to law.
Fourth: The aggregate number of shares which the corporation
shall have authority to issue is 120,000,000, of which 20,000,000
shall be Preferred Shares, $.01 par value per share, and
100,000,000 shall be Common Shares, $.0001 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:
44
<PAGE>
(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
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
45
<PAGE>
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 in the
election of directors or otherwise.
Sixth: A shareholder of the corporation shall not be entitled
to a preemptive right to purchase, subscribe for, or otherwise
acquire any unissued or treasury shares of stock of the
corporation, or any options or warrants to purchase, subscribe for
or otherwise acquire any such unissued or treasury shares or any
shares, bonds, notes, debentures, or other securities convertible
into or carrying options or warrants to purchase, subscribe for or
otherwise acquire any such unissued or treasury shares.
Seventh: 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
conform to the applicable laws of the State of Colorado.
Eighth: 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
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
46
<PAGE>
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.
Ninth: The following provisions are in furtherance of and not
in limitation or exclusion of the powers conferred by law for
indemnification and limitation on director's liability.
A. 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
47
<PAGE>
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.
B. 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 Sec. 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 Sec. 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 Sec. 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.
C. 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 Sec. 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
48
<PAGE>
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
Sec. 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 Sec. 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 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 street address of the registered office of the
corporation shall henceforth be 2851 South Parker Road, Suite 720,
Aurora, Colorado 80014, and the name of the registered agent at
such address shall be changed to Andrew I. Telsey.
Twelfth: 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.
Thirteenth: The address of the principal office of the
corporation is 5650 Greenwood Plaza Blvd., Suite 216, Englewood,
Colorado 80111.
49
<PAGE>
DATED the day of November, 1996.
PRINCETON OIL & GAS, INC.
By: s/Gil Gara
, President
The undersigned hereby consents to his appointment as the
registered agent for PRINCETON HOLDING CORPORATION.
s/Andrew I. Telsey
Andrew I. Telsey
50
<PAGE>
PRINCETON MANAGEMENT CORPORATION
EXHIBIT 3.2
BYLAWS
51
<PAGE>
BY-LAWS
OF
PRINCETON OIL & GAS, INC.
ARTICLE I
Offices
1.1 Principal Office: The principal office of
the Corporation in the State of Colorado shall be located in
Boulder County. The Corporation may have such other offices,
either within or without the State of Colorado, as the Board
of Directors may designate or as the business of the
Corporation may require from time to time.
1.2 Registered Office and Agent: The Corporation
shall have and continuously maintain in the State of
Colorado a registered office, which may be the same as its
principal office, and a registered agent whose business
office is identical with such registered office. The initial
registered office and the initial registered agent are
specified in the Articles of Incorporation. The Corporation
may change its registered office or change its registered
agent, or both, upon filing a statement as specified by law,
in the office of the Secretary of State of Colorado.
ARTICLE II
Meetings of Shareholders
2.1 Time and Place: Any meeting of the
shareholders may be held at such time and place, within or
without the State of Colorado, as may be fixed by the Board
of Directors or as shall be specified in the notice of the
meeting or waiver of notice of the meeting.
2.2 Annual Meeting: The annual meeting of the
shareholders shall be held at the principal offices of the
Corporation at 7:00 p.m. on the second Tuesday in September
of each year, beginning in the year 1987, or at such other
place or date as the Board of Directors may determine. Such
meeting shall be held for the purpose of electing directors
for the transaction of such other business as may come
before the meeting. If the date 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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2.3 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 1/10 of all
outstanding shares of the Corporation entitled to vote at
the meeting.
2.4 Record Date: For the purpose of determining
shareholders entitled to notice of, or to vote at any
meeting of the shareholders or any adjournment thereof, or
entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any other proper
purpose, the Board of Directors may fix in advance a date as
the record date for any such determination of shareholders.
The record date may not be fixed more than fifty and, in the
case of a meeting of the shareholders, not less than ten
days before the date of the proposed action, except when it
is proposed that the authorized shares be increased, in
which case the record date shall be set not less than thirty
days before the date of such action.
2.5 Voting List: At least ten days before each
meeting of the shareholders, the secretary of the
Corporation shall make a complete list of the shareholders
entitled to vote at such meeting, or any adjournment of such
meeting, which list shall be arranged in alphabetical order
and shall contain the address of and number of shares held
by each shareholder. This list shall be kept on file at the
principal office of the Corporation for a period of ten days
prior to such meeting, shall be produced and kept open at
the meeting, and shall be subject to inspection by any
shareholder for any purpose germane to the meeting during
usual business hours of the Corporation and during the whole
time of the meeting.
2.6 Notices: Written notice stating the place,
day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten nor more than
fifty days before the date of the meeting unless it is
proposed that the authorized shares be increased in which
case at least thirty days notice shall be given. Notice
shall be given either personally or by mail, by or at the
direction of the president, the secretary, or the officer or
person calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United
States mail, postage prepaid, addressed to the shareholder
at his address as it appears on the stock transfer books of
the Corporation. If delivered personally, such notice shall
be deemed to be delivered when handed to the shareholder or
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deposited at his address as it appears on the stock transfer
books of the Corporation.
2.7 Quorum: Except as otherwise provided by law,
or by the Articles of Incorporation, a majority of the
shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at any meeting of the
shareholders. If a quorum shall not be present or
represented, the shareholders present in person or by proxy
may adjourn the meeting from time to time, without notice
other than announcement at the meeting for a period not to
exceed sixty days at any one adjournment, until the number
of shares required for a quorum shall be present. At any
such adjourned meeting at which a quorum is represented, any
business may be transacted which might have been transacted
at the meeting originally called. The shareholders present
or represented at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a
quorum.
2.8 Voting: Except as otherwise provided by law
or by the Articles of Incorporation or by these By-Laws, all
matters shall be decided by a vote of the majority of the
shares represented at the meeting and entitled to vote on
the subject matter. Each outstanding share shall be entitled
to one vote on such matters submitted to a vote of the
shareholders and each fractional share shall be entitled to
a corresponding fractional vote on each such matter. A
shareholder may vote either in person or by proxy executed
in writing by the shareholder or by his 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 by the
proxy. Voting shall be oral, except as otherwise provided by
law, but shall be by written ballot if such written vote is
demanded by any shareholder present in person or by proxy
and entitled to vote.
2.9 Voting of Shares by Certain Shareholders:
(a) Shares standing in the name of another
corporation may be voted by such officer, agent or proxy as
the by-laws of such corporation may subscribe, or, in the
absence of such provision, as the board of directors of such
corporation may determine.
(b) Shares standing in the name of a
deceased person, a minor ward or an incompetent person, may
be voted by his 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
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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 without a
transfer of such shares into his name.
(c) Shares standing in the name of a
receiver may be voted by such receiver and shares held by or
under the control of the receiver may be voted by such
receiver without the transfer thereof into his name if
authority so to do be contained in an appropriate order of
the court by which such receiver was appointed.
(d) A shareholder whose shares are pledged
shall be entitled to vote such shares until the shares have
been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares
so transferred.
(e) 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 record of such
corporation is held by this Corporation may be voted,
directly or indirectly, at any meetings and shall not be
counted in determining the total number of outstanding
shares at any given time.
(f) 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
dates 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
certificate therefore
2.10 Waiver: Whenever law or these bylaws
require a notice of a meeting to be given, a written waiver
of notice signed by a shareholder entitled to notice,
whether before, at, or after the time stated in the notice,
shall be equivalent to the giving of notice. Attendance of a
shareholder in person or by proxy at a meeting constitutes a
waiver of notice of a meeting, except where a shareholder
attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not
lawfully called or convened.
2.11 Action by Shareholders Without a Meeting:
Any action required to or which may 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
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respect to such action. Such consent may be executed in
counterparts and shall be effective as of the date of the
last signature thereon.
ARTICLE III
Directors
3.1 Authority of Board of Directors: The
business and affairs of the Corporation shall be managed by
a Board of Directors which shall exercise all the powers of
the Corporation, except as otherwise provided by Colorado
law or the Articles of Incorporation of the Corporation.
3.2 Number: The number of directors of this
Corporation shall be fixed by resolution of the Board of
Directors, and may be increased or decreased by resolution
of the Board of Directors, but no decrease shall have the
effect of shortening the term of any incumbent director. The
original board shall consist of three directors.
3.3 Qualification: Directors shall be natural
persons of the age of eighteen years or older, but need not
be residents of the State of Colorado or shareholders of the
Corporation.
3.4 Election: The Board of Directors shall be
elected at the annual meeting of the shareholders or at a
special meeting called for that purpose.
3.5 Term: Each director shall be elected to hold
office until the next annual meeting of shareholders and
until his successor shall have been elected and qualified.
3.6 Removal and Resignation: 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. Any director may resign at any time by
giving written notice to the president or to the secretary,
and acceptance of such resignation shall not be necessary to
make it effective unless the notice so provides.
3.7 Vacancies: Any vacancy occurring on the
Board of Directors and any directorship to be filed by
reason of an increase in the size of the Board of Directors
shall be filled by the affirmative vote of a majority,
though less than a quorum, of the remaining directors. A
director elected to fill a vacancy shall hold office during
the unexpired term of his predecessor in office. A director
elected to fill a position resulting from an increase in the
Board of Directors shall hold office until the next annual
meeting of shareholders and until his successor shall have
been elected and qualified.
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3.8 Meetings: A regular meeting of the Board of
Directors shall be held immediately after, and at the same
place as, the annual meeting of shareholders. No notice of
this meeting of the Board of Directors need be given. The
Board of Directors, or any committee designated by the Board
of Directors, may, by resolution, establish a time and place
for additional regular meetings which may thereafter be held
without further notice. Special meetings of the Board of
Directors, or any committee designated by the Board of
Directors, may be called by the president or any two members
of the Board of Directors or of such committee. The person
or persons authorized to call special meetings of the Board
of Directors may fix any place, either within or without the
State or Colorado, as the place for holding any special
meeting of the Board of Directors called by them.
3.9 Notices: Written notice of a special meeting
stating the date, hour and place of such meeting shall be
given to each member of the Board of Directors, or committee
of the Board of Directors, by the secretary, the president
or the members of the board or such committee calling the
meeting. The notice may be deposited in the United States
mail at least seven days before the meeting addressed to the
director at the last address he has furnished to the
Corporation for this purpose, and any notice so mailed shall
be deemed to have been given at the time it is mailed.
Notice may also be given at least two days before the
meeting by prepaid telegram, telex, cablegram or radiogram,
and such notice shall be deemed to have been given at the
time when the telegram, telex, cablegram or radiogram is
either personally delivered to the director or delivered to
the last address of the director furnished to the
Corporation by him for this purpose. 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 any
notice or waiver of notice (pursuant to Section 3.11) of
such meeting.
3.10 Quorum: Except as provided in Section 3.7
of these bylaws, a majority of the number of directors fixed
in accordance with these bylaws shall constitute a quorum
for the transaction of business at all meetings of the Board
of Directors. The act of a majority of the directors present
at any meeting at which a quorum is present shall be the act
of the Board of Directors, except as otherwise specifically
required by law.
3.11 Waiver: A written waiver of notice signed
by a director entitled to notice, whether before, at, or
after the time stated therein, shall be equivalent to the
giving of notice. Attendance of a director at a meeting
constitutes a waiver of notice of such meeting, except where
a director attends a meeting for the express purpose of
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objecting to the transaction of any business because the
meeting is not lawfully called or convened.
3.12 Participation by Electronic Means: Members
of the Board of Directors or any committee designated by the
Board of Directors may participate in a meeting of the board
or committee by means of conference telephone 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.
3.13 Action by Directors Without a Meeting: Any
action required to or which may be taken at a meeting of the
Board of Directors, executive committee, or other committee
of the directors 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, executive or other committee
members entitled to vote with respect to the proposed
action. Such consent may be executed in counterparts and
shall be effective as of the date of the last signature
thereon.
3.14 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 dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such
action with the person acting as secretary of the meeting
before the adjournment thereof or shall forward such dissent
by registered mail to the secretary of the Corporation
within twenty-four (24) hours after the adjournment of the
meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
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 expenses, if
any, of 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 therefore.
ARTICLE IV
Committees
4.1 Executive and Other Committees Authorized:
The Board of Directors, by resolution adopted by a majority
of the entire Board of Directors, may designate from among
its members an executive committee and one or more other
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committees each of which, to the extent provided in the
resolution, shall have all of the authority of the Board of
Directors. The Board of Directors may provide by resolution
such powers, limitations, and procedures for such committees
as the board deems advisable. However, no such executive or
other committee shall 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, exchange,
or other disposition of all of 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 these bylaws.
ARTICLE V
Officers
5.1 Number and Election: The officers of the
Corporation shall be a president, a secretary and a
treasurer, who shall be elected by the Board of Directors.
In addition, the Board of Directors may elect one or more
vice presidents and the Board of Directors or the president
may appoint one or more assistant secretaries or assistant
treasurers, and such other subordinate officers as he shall
deem necessary, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as
shall be determined from time to time by the president. Any
two or more offices may be held by the same person, except
the offices of president and secretary. The officers of the
Corporation shall be natural persons of the age of eighteen
years or older.
5.2 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 successor shall have
been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in
the manner hereinafter provided.
5.3 President: Subject to the supervision of the
Board of Directors, the president shall be the chief
executive officer of the Corporation. In the absence of the
chairman of the board, the president shall preside over all
meetings of the Board of Directors and conduct and moderate
all shareholder meetings. Subject to the direction and
control of the Board of Directors, he shall have general and
active management of the business of the Corporation and
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shall see that all orders and resolutions of the Board of
Directors are carried into effect. He may sign, with the
secretary or any other proper officer of the Corporation
there unto 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, except 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 he shall perform such additional functions
and duties as are appropriate and customary for the office
of the president and as the Board of Directors may prescribe
from time to time.
5.4 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 president(s)
in the order designated at the time of their election or
appointment, or in the absence of any designation, then in
the order of their election or appointment) shall, in the
absence of the president or in the event of his 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 sign, with 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 by the president or by
the Board of Directors.
5.5 Secretary: The secretary shall:
(a) keep the minutes 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 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 (and, when so affixed, it may be attested by his
signature);
(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 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;
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(f) have general charge of the stock
transfer books of the Corporation; and
(g) in general, perform such other duties
and have such other powers as are appropriate and customary
for the office of secretary as the Board of Directors or the
president may prescribe from time to time.
5.6 Treasurer: The treasurer shall have control
of the funds and the care and custody of all stocks, bonds
and other securities owned by the Corporation and shall be
responsible for the preparation and filing of tax returns.
He shall receive all moneys paid to the Corporation and
shall have authority to give receipts and vouchers, to sign
and endorse checks and warrants in its name and on its
behalf, and give full discharge for the same. He shall also
have charge of disbursement of the funds of the Corporation,
shall keep full and accurate records of the receipts and
disbursements, and shall deposit all moneys and other
valuable effects in the name and to the credit of the
Corporation in such depositories as shall be designated in
accordance with the provisions of Article VI of these
Bylaws. He shall perform such other duties and have such
other powers as are appropriate and customary for the office
of treasurer as the Board of Directors or president may
prescribe from time to time.
5.7 Assistant Secretaries and Assistant
Treasurers: The assistant secretaries, when authorized by
the Board of Directors, may sign with the president or a
vice president 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 other duties and have such other powers as the
secretary or the treasurer, respectively, or the president
or the Board of Directors may prescribe from time to time.
5.8 Removal, Resignation and Vacancies: Any
officer elected or appointed by the Board of Directors may
be removed at any time by the affirmative vote of a majority
of the Board of Directors. Any officer appointed by the
president may be removed at any time by the Board of
Directors or the president. Any officer may resign at any
time by giving written notice of his resignation to the
president or to the secretary, and acceptance of such
resignation shall not be necessary to make it effective,
unless the notice so provides. Any vacancy occurring in any
office, the election or appointment to which is made by the
Board of Directors, shall be filled by the Board of
Directors. Any vacancy occurring in any other office of the
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Corporation may be filled by the president for the unexpired
portion of the term.
5.9 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 assurety as the Board of Directors may
deem sufficient, conditioned upon the faithful performance
of their respective duties and offices.
5.10 Compensation: Officers shall receive such
compensation for their services as may be authorized or
ratified by the Board of Directors. Election or appointment
of an officer shall not of itself create a contract right to
compensation for services performed as such officer.
ARTICLE VI
Contracts, Loans, Checks and Deposits
6.1 Contracts: The Board of Directors may
authorize any officer or officers, agent or agents, to enter
into a 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.
6.2 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.
6.3 Checks, Drafts, etc.: All checks, drafts or
other orders to the payment of money, notes or other
evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer (or officers),
or 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.
6.4 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 elect.
ARTICLE VII
Shares, Certificates for Shares and Transfer of Shares
7.1 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.
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7.2 Certificates for Shares:
(a) Certificates representing shares of the
capital stock of the Corporation shall be consecutively
numbered within 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 president
or a vice president and by the secretary or an assistant
secretary; provided that such signatures may be a facsimile
if the certificate is countersigned 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 person to whom issued, the date of issue, the class (o
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 of 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 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 other wise 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.
(b) 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.
7.3 Cancellation of Certificates: All
certificates surrendered to the Corporation for transfer
shall be cancelled 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 cancelled,
except as herein provided with respect to lost, stolen or
destroyed certificates.
7.4 Lost, Stolen or Destroyed Certificates: Any
shareholder claiming that his 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 or 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
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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.
7.5 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 duly
authorized attorney, 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 thereof, 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 VIII
Fiscal Year
The fiscal year of the Corporation shall be as
determined by the Board of Directors.
ARTICLE IX
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 X
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".
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ARTICLE XI
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
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 XII
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 directors at which a quorum is
present.
CERTIFICATE
I hereby certify that the foregoing Bylaws,
consisting of 14 pages, including this page, constitute the
Bylaws of PRINCETON OIL & GAS, INC. adopted by the Board of
Directors of the Corporation as of the 16th day of
October, 1986.
s/Ervin L. Gara, Jr.
___________________________
Secretary
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PRINCETON MANAGEMENT CORPORATION
EXHIBIT 3.3
CERTIFICATE OF
GOOD STANDING
66
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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
PRINCETON MANAGEMENT CORPORATION
(COLORADO CORPORATION)
file # 871693306 was filed in this office on OCTOBER 16, 1986,
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: January 10, 1997
s/ Victoria Buckley
SECRETARY OF STATE
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PRINCETON MANAGEMENT CORPORATION
EXHIBIT 4.1
FORM OF LOCK-UP AGREEMENT
68
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____________________, 1997
Board of Directors
Princeton Management Corporation
5650 Greenwood Plaza Blvd.
Suite 216
Englewood, Colorado 80111
Gentlemen:
The undersigned, a beneficial owner of the common stock of
Princeton Management Corporation (the "Company"), par value $0.01
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 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,
or by reason of any stock split or other distribution of stock, or
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
69
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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.
PRINCETON MANAGEMENT CORPORATION
(Registrant)
Date: January 24, 1997
By:/s/ Greg Simonds
Greg Simonds,
President
70
