EXHIBIT NO. 20.1
UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
ADATOM.COM, INC.
----------------
Pursuant to Section 141(f) of the General Corporation Law of the State of
Delaware, and Article II, Section 14 of the By-Laws of Adatom.com, Inc. (the
"Company"), the undersigned, being all of the currently serving Directors of the
Company, do hereby consent to the adoption of the following resolutions:
SALE OF STOCK TO RALPH K. FRASIER
WHEREAS, the Company is desirous of raising funds through the sale of
common stock and Ralph K. Frasier is desirous of purchasing shares of the
Company's common stock and;
WHEREAS, Mr. Frasier is desirous of investing $100,000, and the closing
price of the Company's common stock on September 7, 2000 was $1.09 per share;
WHEREAS, the Company is willing to issue stock at a 15% uplift;
NOW, THEREFORE, BE IT RESOLVED, that the Company is authorized to issue
105,504 shares of common stock to Mr. Frasier for payment of $100,000;
FURTHER RESOVLED, that the foregoing shares of the common stock to be
issued to Mr. Frasier shall be restricted stock under the Securities Act of 1933
and shall bear a legend to that effect;
FURTHER RESOVLED, that the Company hereby grants to Mr. Frasier the right
to "piggy back" the foregoing common stock on each Registration Statement for
the sale of Common Stock filed by the Company (or any securities of a successor
company of the Company) at the Company's cost and expense (except those incurred
by Mr. Frasier for legal fees and commissions). The obligations of the Company
to grant the right to "piggy back" expire upon the earlier of (i) after the
Company has afforded the opportunity to Mr. Frasier to exercise registration
rights for three registrations, (ii) when all of the forgoing shares held by Mr.
Frasier may be sold by Mr. Frasier under Rule 144 without being subject to any
volume restrictions, or (iii) September 8, 2004. The Company shall give Mr.
Frasier at least 30 days' prior notice of its intent to file a Registration
Statement. For purposes of this resolution, the term Registration Statement
shall mean any registration statement for the sale of common stock or other
securities filed by the Company or filed by any successor entity (in the case of
merger, reclassification, change, consolidation, sale or conveyance of the
Company) under the Act (except for a registration statement on Form S-4,
Form S-8, Form SB-2 or any successor form thereto and except for a registration
statement filed pursuant to that certain Registration Rights Agreement between
the Company and the purchasers of the Company's Series A Convertible Preferred
Stock, dated June 22, 2000) and;
FURTHER RESOVLED, that the officers of the Company, or any one of them, are
hereby authorized and empowered to take such actions and execute such
instruments on behalf of the Company as are in their discretion necessary or
desirable to effectuate the foregoing resolutions.
This Unanimous Written Consent may be signed in multiple counterparts,
which together shall constitute a single document. For purposes of reference,
this Unanimous Written Consent shall be dated as of September 8, 2000.
IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written
Consent.
-------------------------------------
Richard S. Barton
-------------------------------------
Sridhar Jagannathan
-------------------------------------
Ralph K. Frasier
-------------------------------------
Victor W. Nee
