U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 10-SB
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GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(g) of
The Securities Exchange Act of 1934
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TARCYN CORPORATION
(Name of Small Business Issuer in its charter)
Colorado 84-1233073
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2851 S. Parker Road
Suite 720
Aurora, Colorado 80014
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (303) 671-8920
Securities to be registered pursuant to Section 12(b) of the Act:
none
Securities to be registered pursuant to Section 12(g)
of the Act:
Common Stock
(Title of Class)
Page One of Eighty-One Pages
Exhibit Index is Located at Page 36.
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TABLE OF CONTENTS
Page
PART I
Item 1. Description of Business . . . . . . . . . . . . . 3
Item 2. Plan of Operation. . . . . . . . . . . . . . . . . 7
Item 3. Description of Property. . . . . . . . . . . . . . 13
Item 4. Security Ownership of Certain
Beneficial Owners and Management . . . . . . . . . 14
Item 5. Directors, Executive Officers, Promoters
and Control Persons. . . . . . . . . . . . . . . 15
Item 6. Executive Compensation . . . . . . . . . . . . . . 19
Item 7. Certain Relationships and
Related Transactions. . . . . . . . . . . . . . 20
Item 8. Description of Securities. . . . . . . . . . . . . 20
PART II
Item 1. Market for Common Equities and Related Stockholder
Matters . . . . . . . . . . . . . .. . . . . . . 21
Item 2. Legal Proceedings. . . . . . . . . . . . . . . . . 23
Item 3. Changes in and Disagreements with Accountants. . . 23
Item 4. Recent Sales of Unregistered Securities. . . . . . 24
Item 5. Indemnification of Directors and Officers. . . . . 24
PART F/S
Financial Statements . . . . . . . . . . . . . . . 25
PART III
Item 1. Index to Exhibits. . . . . . . . . . . . . . . . . 36
Item 2. Description of Exhibits. . . . . . . . . . . . . . 37
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PART I
Item 1. Description of Business
Tarcyn Corporation (the "Company"), was incorporated on March
18, 1993 under the laws of the State of Colorado, to engage in any
lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. The Company has been in the
developmental stage since inception and has no operations to date.
Other than issuing shares to its original shareholders, the Company
never commenced any operational activities. As such, the Company
can be defined as a "shell" company, whose sole purpose at this
time is to locate and consummate a merger or acquisition with a
private entity. The Board of Directors of the Company has elected
to commence implementation of the Company's principal business
purpose, described below under "Item 2 - Plan of Operation".
The Company is filing this registration statement on a
voluntary basis because the primary attraction of the Company as a
merger partner or acquisition vehicle will be its status as a
public company. Any business combination or transaction will
likely result in a significant issuance of shares and substantial
dilution to present stockholders of the Company.
The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities or undertake any
offering of the Company's securities, either debt or equity, until
such time as the Company has successfully implemented its business
plan described herein. Relevant thereto, each shareholder of the
Company has executed and delivered a "lock-up" letter agreement,
affirming that they shall not sell their respective shares of the
Company's common stock until such time as the Company has
successfully consummated a merger or acquisition and the Company is
no longer classified as a "blank check" company. In order to
provide further assurances that no trading will occur in the
Company's securities until a merger or acquisition has been
consummated, each shareholder has agreed to place their respective
stock certificate with the Company's legal counsel, Andrew I.
Telsey, P.C., who will not release these respective certificates
until such time as legal counsel has confirmed that a merger or
acquisition has been successfully consummated. Andrew I. Telsey is
also an officer, director and principal shareholder of the Company.
However, while management believes that the procedures established
to preclude any sale of the Company's securities prior to closing
of a merger or acquisition will be sufficient, there can be no
assurances that the procedures established relevant herein will
unequivocally limit any shareholder's ability to sell their
respective securities before such closing.
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The Company's business is subject to numerous risk factors,
including the following:
No Operating History or Revenue and Minimal Assets. The
Company has had no operating history nor any revenues or earnings
from operations. The Company has no significant assets or
financial resources. The Company will, in all likelihood, sustain
operating expenses without corresponding revenues, at least until
the consummation of a business combination. This may result in the
Company incurring a net operating loss which will increase
continuously until the Company can consummate a business
combination with a profitable business opportunity. There is no
assurance that the Company can identify such a business opportunity
and consummate such a business combination.
Speculative Nature of Company's Proposed Operations. The
success of the Company's proposed plan of operation will depend to
a great extent on the operations, financial condition and
management of the identified business opportunity. While
management intends to seek business combination(s) with entities
having established operating histories, there can be no assurance
that the Company will be successful in locating candidates meeting
such criteria. In the event the Company completes a business
combination, of which there can be no assurance, the success of the
Company's operations may be dependent upon management of the
successor firm or venture partner firm and numerous other factors
beyond the Company's control.
Scarcity of and Competition for Business Opportunities and
Combinations. The Company is and will continue to be an
insignificant participant in the business of seeking mergers with,
joint ventures with and acquisitions of small private and public
entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers
and acquisitions of companies which may be desirable target
candidates for the Company. Nearly all such entities have
significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently, the
Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a
business combination. Moreover, the Company will also compete in
seeking merger or acquisition candidates with numerous other small
public companies.
No Agreement for Business Combination or Other Transaction-No
Standards for Business Combination. The Company has no arrangement,
agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public
entity. There can be no assurance the Company will be successful
in identifying and evaluating suitable business opportunities or in
concluding a business combination. Management has not identified
any particular industry or specific business within an industry for
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evaluation by the Company. There is no assurance the Company will
be able to negotiate a business combination on terms favorable to
the Company. The Company has not established a specific length of
operating history or a specified level of earnings, assets, net
worth or other criteria which it will require a target business
opportunity to have achieved, and without which the Company would
not consider a business combination in any form with such business
opportunity. Accordingly, the Company may enter into a business
combination with a business opportunity having no significant
operating history, losses, limited or no potential for earnings,
limited assets, negative net worth or other negative
characteristics.
Continued Management Control, Limited Time Availability.
While seeking a business combination, management anticipates
devoting up to twenty hours per month to the business of the
Company. None of the Company's officers has entered into a written
employment agreement with the Company and none is expected to do so
in the foreseeable future. The Company has not obtained key man
life insurance on any of its officers or directors. Notwithstanding
the combined limited experience and time commitment of management,
loss of the services of any of these individuals would adversely
affect development of the Company's business and its likelihood of
continuing operations. See "Item 5 - Directors, Executive
Officers, Promoters and Control Persons."
Conflicts of Interest - General. Officers and directors of
the Company may in the future participate in business ventures
which could be deemed to compete directly with the Company.
Additional conflicts of interest and non-arms length transactions
may also arise in the future in the event the Company's officers or
directors are involved in the management of any firm with which the
Company transacts business. Management has adopted a policy that
the Company will not seek a merger with, or acquisition of, any
entity in which management serve as officers, directors or
partners, or in which they or their family members own or hold any
ownership interest.
Reporting Requirements May Delay or Preclude Acquisition.
Sections 13 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), require companies subject thereto to provide
certain information about significant acquisitions, including
certified financial statements for the company acquired, covering
one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by
some target entities to prepare such statements may significantly
delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition prospects that do
not have or are unable to obtain the required audited statements
may not be appropriate for acquisition so long as the reporting
requirements of the 1934 Act are applicable.
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Lack of Market Research or Marketing Organization. The
Company has neither conducted, nor have others made available to
it, results of market research indicating that market demand exists
for the transactions contemplated by the Company. Moreover, the
Company does not have, and does not plan to establish, a marketing
organization. Even in the event demand is identified for a merger
or acquisition contemplated by the Company, there is no assurance
the Company will be successful in completing any such business
combination.
Lack of Diversification. The Company's proposed operations,
even if successful, will in all likelihood result in the Company
engaging in a business combination with a business opportunity.
Consequently, the Company's activities may be limited to those
engaged in by business opportunities which the Company merges with
or acquires. The Company's inability to diversify its activities
into a number of areas may subject the Company to economic
fluctuations within a particular business or industry and therefore
increase the risks associated with the Company's operations.
Regulation. Although the Company will be subject to
regulation under the Securities Exchange Act of 1934, management
believes the Company will not be subject to regulation under the
Investment Company Act of 1940, insofar as the Company will not be
engaged in the business of investing or trading in securities. In
the event the Company engages in business combinations which result
in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the
Investment Company Act of 1940. In such event, the Company would
be required to register as an investment company and could be
expected to incur significant registration and compliance costs.
The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company
under the Investment Company Act of 1940 and, consequently, any
violation of such Act would subject the Company to material adverse
consequences.
Probable Change in Control and Management. A business
combination involving the issuance of the Company's Common Shares
will, in all likelihood, result in shareholders of a private
company obtaining a controlling interest in the Company. Any such
business combination may require management of the Company to sell
or transfer all or a portion of the Company's Common Shares held by
them, or resign as members of the Board of Directors of the
Company. The resulting change in control of the Company could
result in removal of one or more present officers and directors of
the Company and a corresponding reduction in or elimination of
their participation in the future affairs of the Company.
Reduction of Percentage Share Ownership Following Business
Combination. The Company's primary plan of operation is based
upon a business combination with a private concern which, in all
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likelihood, would result in the Company issuing securities to
shareholders of any such private company. The issuance of
previously authorized and unissued Common Shares of the Company
would result in reduction in percentage of shares owned by present
and prospective shareholders of the Company and may result in a
change in control or management of the Company.
Disadvantages of Blank Check Offering. The Company may enter
into a business combination with an entity that desires to
establish a public trading market for its shares. A business
opportunity may attempt to avoid what it deems to be adverse
consequences of undertaking its own public offering by seeking a
business combination with the Company. Such consequences may
include, but are not limited to, time delays of the registration
process, significant expenses to be incurred in such an offering,
loss of voting control to public shareholders and the inability or
unwillingness to comply with various federal and state laws enacted
for the protection of investors.
Taxation. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination the
Company may undertake. Currently, such transactions may be
structured so as to result in tax-free treatment to both companies,
pursuant to various federal and state tax provisions. The Company
intends to structure any business combination so as to minimize the
federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such
business combination will meet the statutory requirements of a tax-
free reorganization or that the parties will obtain the intended
tax-free treatment upon a transfer of stock or assets. A non-
qualifying reorganization could result in the imposition of both
federal and state taxes which may have an adverse effect on both
parties to the transaction.
Requirement of Audited Financial Statements May Disqualify
Business Opportunities. Management of the Company believes that
any potential business opportunity must provide audited financial
statements for review, for the protection of all parties to the
business combination. One or more attractive business
opportunities may choose to forego the possibility of a business
combination with the Company, rather than incur the expenses
associated with preparing audited financial statements.
Item 2. Plan of Operation
The Company intends to seek to acquire assets or shares of an
entity actively engaged in business which generates revenues, in
exchange for its securities. The Company has no particular
acquisitions in mind and has not entered into any negotiations
regarding such an acquisition. None of the Company's officers,
directors, promoters or affiliates have engaged in any preliminary
contact or discussions with any representative of any other company
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regarding the possibility of an acquisition or merger between the
Company and such other company as of the date of this registration
statement.
The Company has no full time employees. The Company's
President and Secretary have agreed to allocate a portion of their
time to the activities of the Company, without compensation. These
officers anticipate that the business plan of the Company can be
implemented by their devoting minimal time per month to the
business affairs of the Company and, consequently, conflicts of
interest may arise with respect to the limited time commitment by
such officers. See "Item 5 - Directors, Executive Officers,
Promoters and Control Persons - Resumes."
The Company's officers and directors were formerly involved
with other "blank check" companies. See "Management - Previous
Blind Pool Experience." The Company's officers and directors may,
in the future, become involved with other companies who have a
business purpose similar to that of the Company. As a result,
additional potential conflicts of interest may arise in the future.
If such a conflict does arise and an officer or director of the
Company is presented with business opportunities under
circumstances where there may be a doubt as to whether the
opportunity should belong to the Company or another "blank check"
company they are affiliated with, they will disclose the
opportunity to all such companies. If a situation arises in which
more than one company desires to merge with or acquire that target
company and the principals of the proposed target company has no
preference as to which company will merger or acquire such target
company, the company which first filed a registration statement
with the Securities and Exchange Commission will be entitled to
proceed with the proposed transaction. See "Item 5 - Directors,
Executive Officers, Promoters and Control Persons - Prior 'Blank
Check' Experience."
The Articles of Incorporation of the Company provides that the
Company shall possess and may indemnify officers and/or directors
of the Company for liabilities, which can include liabilities
arising under the securities laws. Therefore, assets of the
Company could be used or attached to satisfy any liabilities
subject to such indemnification. See "Part II - Item 5 -
Indemnification of Directors and Officers."
General Business Plan
The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business
opportunities presented to it by persons or firms who or which
desire to seek the perceived advantages of an Exchange Act
registered corporation. The Company will not restrict its search
to any specific business, industry, or geographical location and
the Company may participate in a business venture of virtually any
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kind or nature. This discussion of the proposed business is
purposefully general and is not meant to be restrictive of the
Company's virtually unlimited discretion to search for and enter
into potential business opportunities. Management anticipates that
it may be able to participate in only one potential business
venture because the Company has nominal assets and limited
financial resources. See Item F/S, "Financial Statements." This
lack of diversification should be considered a substantial risk to
shareholders of the Company because it will not permit the Company
to offset potential losses from one venture against gains from
another.
The Company may seek a business opportunity with entities
which have recently commenced operations, or which wish to utilize
the public marketplace in order to raise additional capital in
order to expand into new products or markets, to develop a new
product or service, or for other corporate purposes. The Company
may acquire assets and establish wholly owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
The Company anticipates that the selection of a business
opportunity in which to participate will be complex and extremely
risky. Due to general economic conditions, rapid technological
advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking
the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms
on which additional equity financing may be sought, providing
liquidity for incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of
applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities may occur in many
different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis
of such business opportunities extremely difficult and complex.
The Company has, and will continue to have, no capital
with which to provide the owners of business opportunities with any
significant cash or other assets. However, management believes the
Company will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a
publicly registered company without incurring the cost and time
required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and
accounting costs in connection with acquisition of a business
opportunity, including the costs of preparing Form 8-K's, 10-K's or
10-KSB's, agreements and related reports and documents. The
Securities Exchange Act of 1934 (the "34 Act"), specifically
requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited
financial statements to be included within the numerous filings
relevant to complying with the 34 Act. Nevertheless, the officers
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and directors of the Company have not conducted market research and
are not aware of statistical data which would support the perceived
benefits of a merger or acquisition transaction for the owners of
a business opportunity.
The analysis of new business opportunities will be
undertaken by, or under the supervision of, the officers and
directors of the Company, none of whom is a professional business
analyst. Management intends to concentrate on identifying
preliminary prospective business opportunities which may be brought
to its attention through present associations of the Company's
officers and directors, or by the Company's shareholders. In
analyzing prospective business opportunities, management will
consider such matters as the available technical, financial and
managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the
future; nature of present and expected competition; the quality and
experience of management services which may be available and the
depth of that management; the potential for further research,
development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the
proposed activities of the Company; the potential for growth or
expansion; the potential for profit; the perceived public
recognition of acceptance of products, services, or trades; name
identification; and other relevant factors. Officers and directors
of the Company expect to meet personally with management and key
personnel of the business opportunity as part of their
investigation. To the extent possible, the Company intends to
utilize written reports and personal investigation to evaluate the
above factors. The Company will not acquire or merge with any
company for which audited financial statements cannot be obtained
within a reasonable period of time after closing of the proposed
transaction.
Management of the Company, while not especially experienced in
matters relating to the new business of the Company, shall rely
upon their own efforts and, to a much lesser extent, the efforts of
the Company's shareholders, in accomplishing the business purposes
of the Company. It is not anticipated that any outside consultants
or advisors will be utilized by the Company to effectuate its
business purposes described herein. However, if the Company does
retain such an outside consultant or advisor, any cash fee earned
by such party will need to be paid by the prospective merger/
acquisition candidate, as the Company has no cash assets with which
to pay such obligation. There have been no contracts or agreements
with any outside consultants and none are anticipated in the
future.
The Company will not restrict its search for any specific kind
of firms, but may acquire a venture which is in its preliminary or
development stage, which is already in operation, or in essentially
any stage of its corporate life. It is impossible to predict at
this time the status of any business in which the Company may
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become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer. However,
the Company does not intend to obtain funds in one or more private
placements to finance the operation of any acquired business
opportunity until such time as the Company has successfully
consummated such a merger or acquisition.
It is anticipated that the Company will incur nominal expenses
in the implementation of its business plan described herein.
Because the Company has no capital with which to pay these
anticipated expenses, present management of the Company will pay
these charges with their personal funds, as interest free loans to
the Company. However, the only opportunity which management has to
have these loans repaid will be from a prospective merger or
acquisition candidate. Management has agreed among themselves that
the repayment of any loans made on behalf of the Company will not
impede, or be made conditional in any manner, to consummation of a
proposed transaction.
Acquisition of Opportunities
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and
shareholders of the Company will no longer be in control of the
Company. In addition, the Company's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by new
directors without a vote of the Company's shareholders or may sell
their stock in the Company. Any terms of sale of the shares
presently held by officers and/or directors of the Company will be
also afforded to all other shareholders of the Company on similar
terms and conditions. Any and all such sales will only be made in
compliance with the securities laws of the United States and any
applicable state.
It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from
registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, of
which there can be no assurance, it will be undertaken by the
surviving entity after the Company has successfully consummated a
merger or acquisition and the Company is no longer considered a
"shell" company. Until such time as this occurs, the Company will
not attempt to register any additional securities. The issuance of
substantial additional securities and their potential sale into any
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trading market which may develop in the Company's securities may
have a depressive effect on the value of the Company's securities
in the future, if such a market develops, of which there is no
assurance.
While the actual terms of a transaction to which the
Company may be a party cannot be predicted, it may be expected that
the parties to the business transaction will find it desirable to
avoid the creation of a taxable event and thereby structure the
acquisition in a so-called "tax-free" reorganization under Sections
368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In
order to obtain tax-free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80% or
more of the voting stock of the surviving entity. In such event,
the shareholders of the Company, would retain less than 20% of the
issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and
directors of the Company will meet personally with management and
key personnel, may visit and inspect material facilities, obtain
independent analysis of verification of certain information
provided, check references of management and key personnel, and
take other reasonable investigative measures, to the extent of the
Company's limited financial resources and management expertise.
The manner in which the Company participates in an opportunity will
depend on the nature of the opportunity, the respective needs and
desires of the Company and other parties, the management of the
opportunity and the relative negotiation strength of the Company
and such other management.
With respect to any merger or acquisition, negotiations
with target company management is expected to focus on the
percentage of the Company which the target company shareholders
would acquire in exchange for all of their shareholdings in the
target company. Depending upon, among other things, the target
company's assets and liabilities, the Company's shareholders will
in all likelihood hold a substantially lesser percentage ownership
interest in the Company following any merger or acquisition. The
percentage ownership may be subject to significant reduction in the
event the Company acquires a target company with substantial
assets. Any merger or acquisition effected by the Company can be
expected to have a significant dilutive effect on the percentage of
shares held by the Company's then shareholders.
The Company will participate in a business opportunity
only after the negotiation and execution of appropriate written
agreements. Although the terms of such agreements cannot be
predicted, generally such agreements will require some specific
representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing
and the conditions which must be satisfied by each of the parties
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prior to and after such closing, will outline the manner of bearing
costs, including costs associated with the Company's attorneys and
accountants, will set forth remedies on default and will include
miscellaneous other terms.
As stated hereinabove, the Company will not acquire or merge
with any entity which cannot provide independent audited financial
statements within a reasonable period of time after closing of the
proposed transaction. The Company is subject to all of the
reporting requirements included in the 34 Act. Included in these
requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to
be filed with the Securities and Exchange Commission upon
consummation of a merger or acquisition, as well as the Company's
audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable). If such audited financial
statements are not available at closing, or within time parameters
necessary to insure the Company's compliance with the requirements
of the 34 Act, or if the audited financial statements provided do
not conform to the representations made by the candidate to be
acquired in the closing documents, the closing documents will
provide that the proposed transaction will be voidable, at the
discretion of the present management of the Company. If such
transaction is voided, the agreement will also contain a provision
providing for the acquisition entity to reimburse the Company for
all costs associated with the proposed transaction.
Competition
The Company will remain an insignificant participant among
the firms which engage in the acquisition of business
opportunities. There are many established venture capital and
financial concerns which have significantly greater financial and
personnel resources and technical expertise than the Company. In
view of the Company's combined extremely limited financial
resources and limited management availability, the Company will
continue to be at a significant competitive disadvantage compared
to the Company's competitors.
Item 3. Description of Property
The Company has no properties and at this time has no
agreements to acquire any properties. The Company intends to
attempt to acquire assets or a business in exchange for its
securities which assets or business is determined to be desirable
for its objectives.
The Company operates from its offices at 2851 S. Parker Road,
Suite 720, Aurora, Colorado 80014. This space is provided to the
Company on a rent free basis by Andrew I. Telsey, an officer and
director of the Company and it is anticipated that this arrangement
will remain until such time as the Company successfully consummates
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a merger or acquisition. Management believes that this space will
meet the Company's needs for the foreseeable future.
Item 4. Security Ownership of Certain Beneficial Owners and
Management
The table below lists the beneficial ownership of the
Company's voting securities by each person known by the Company to
be the beneficial owner of more than 5% of such securities, as well
as the securities of the Company beneficially owned by all
directors and officers of the Company. Unless otherwise indicated,
the shareholders listed possess sole voting and investment power
with respect to the shares shown.
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent of
Title of Class Owner Owner Class
Common Andrew I. Telsey 325,000 65%
6198 S. Moline Ct.
Englewood, CO 80111
Common Darlene D. Kell 25,000 5%
2851 S. Parker Rd., #720
Aurora, CO 80014
Common All Officers and 350,000 70%
Directors as a
Group (2 persons)
The balance of the Company's outstanding Common Shares are
held by 7 persons.
(b) Security Ownership of Management.
The following table sets forth the beneficial ownership for
each class of equity securities of Tarcyn Corporation beneficially
owned by all directors and officers of the Company.
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent
Title of Class Owner Owner of Class
Common Andrew I. Telsey 325,000 65%
6198 S. Moline Ct.
Englewood, CO 80111
Common Darlene D. Kell 25,000 5%
2851 S. Parker Rd., #720
Aurora, CO 80014
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Common All Officers and 350,000 70%
Directors as a
Group (2 persons)
Item 5. Directors, Executive Officers, Promoters and Control
Persons.
The directors and officers of the Company are as follows:
Name Age Position
Andrew I. Telsey 44 President, Director
Darlene D. Kell 51 Secretary, Director
The above listed officers and directors will serve until the
next annual meeting of the shareholders or until their death,
resignation, retirement, removal, or disqualification, or until
their successors have been duly elected and qualified. Vacancies
in the existing Board of Directors are filled by majority vote of
the remaining Directors. Officers of the Company serve at the will
of the Board of Directors. There is no family relationship between
any executive officer and director of the Company.
Resumes
Andrew I. Telsey, President and a director. Mr. Telsey has
held his positions with the Company since its inception. From 1984
through the present, Mr. Telsey has been employed by Andrew I.
Telsey, P.C., Aurora, Colorado, a professional corporation engaged
in the practice of law, emphasizing securities law, mergers,
acquisitions and general business matters. This firm is also legal
counsel to the Company. Mr. Telsey received a Juris Doctor degree
from Syracuse University College of Law in 1979 and a Bachelor of
Arts degree from Ithaca College in 1975. He devotes only such time
as necessary to the business of the Company, which time is expected
to be nominal.
Darlene D. Kell, Secretary and Director. Ms. Kell has held
her position with the Company since its inception. Since September
1994, Ms. Kell has been employed as a paralegal and office manager
for Andrew I. Telsey, P.C., Aurora, Colorado. Prior, from October
1993 to August 1994, Ms. Kell was employed as a paralegal/office
manager for Wherry & Wherry, P.C., a law firm located in Denver,
Colorado. From May 1993 to September 1993, Ms. Kell was self-
employed, offering free-lance secretarial, paralegal and
bookkeeping services in Denver, Colorado. Prior thereto, from
January 1993 through May 1993, Ms. Kell was employed as a
paralegal/office manager for A. Thomas Tenenbaum, P.C., Denver,
Colorado and with Dihle & Co., P.C., Denver, Colorado, from July
1991 through December 1992. She devotes only such time as
15
<PAGE>
necessary to the business of the Company, which time is expected to
be nominal.
Prior "Blank Check" Experience
Mr. Telsey and Ms. Kell are presently officers and directors
of Euro-Tel, Inc., ("ETI"), a "blank check" public reporting
company. ETI filed a Registration Statement on Form 10-SB in
December 1996, which became effective in February 1997, wherein it
registered its common stock pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended. In April 1997, ETI
executed a nonbinding letter of intent with PharmaSystems Cost
Containment Corp., ("Pharma") a privately held Florida corporation,
wherein it proposed a forward split of its issued and outstanding
Common Stock, whereby 4 shares of Common Stock shall be issued in
exchange for each share of Common Stock presently issued and
outstanding, and thereafter, the Pharma shareholders would exchange
all of the issued and outstanding Pharma Stock owned by them for an
aggregate of 18,000,000 "restricted" Common Shares of ETI (post
forward split), with ETI emerging as the parent company and Pharma
being dissolved by operation of law. As of the date of this
Registration Statement ETI and Pharma are engaged in due diligence
activities, reviewing the books and records of the other and it is
expected that this transaction will close in May or June 1997.
However, there can be no assurances that the transaction between
ETI and Pharma will close within the time parameters referenced
herein, or at all. See "Conflicts of Interest."
Mr. Telsey and Ms. Kell were also officers and/or directors of
SDT Holding Corporation ("SDT"), a "blank check" public reporting
company. SDT filed a Registration Statement on Form 10-SB in July
1994, which became effective in December 1994, wherein it
registered its common stock pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended. Effective October 30,
1996, SDT successfully consummated a share exchange agreement with
European Business Group (UK), Plc., an English corporation ("EBG")
with its principal place of business located in Surrey, England.
The terms of the transaction involved the Company undertaking a
forward split of its issued and outstanding common shares whereby
8 shares of common stock were issued in exchange for every one (1)
share of common stock and thereafter, the Company issued an
aggregate of 18,000,000 shares of its "restricted" common stock
(post forward split) to the former shareholders of EBG in exchange
for all of the issued and outstanding stock of EBG. EBG remains in
existence as a wholly owned foreign subsidiary of the Company.
EBG is a leasing company doing business through 16 wholly
owned subsidiary companies. For purposes herein, all references to
EBG shall include EBG and its subsidiaries. EBG's business is
centered around two specific segments of the leasing industry,
including (i) marine containers; and (ii) the sale of licensing
rights to city information billboards worldwide (primarily in the
16
<PAGE>
U.S.). On an unaudited basis and as of August 31, 1996, EBG's
consolidated balance sheet showed assets of approximately $415.8
million (US), liabilities of approximately $320.6 million (US) and
shareholder equity of approximately $95.2 million (US). During
EBG's fiscal year ended August 31, 1996, it had consolidated gross
revenues of approximately $54.4 million (US) and net pre-tax
profits of approximately $19.6 million. As of the date of this
registration statement, EBG's audited financial statements have
been filed with Securities and Exchange Commission and it is
expected that the common stock will begin to trade shortly after
the date of this Registration Statement.
Mr. Telsey was also formerly an officer and director of
Ashland Capital Group, Inc. ("Ashland"), a public reporting
company. Ashland obtained effectiveness of a registration
statement filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, in May 1989.
The company successfully closed its initial public offering on
February 16, 1990, whereby 5,000,000 units were sold to the public
at a price of $.01 per unit. The Company derived approximately
$41,000 in net proceeds as a result of the offering.
On October 9, 1990, pursuant to a definitive agreement,
Ashland acquired all of the issued and outstanding shares of Visual
Presentation Products, Inc., a Florida corporation ("VPP"), in
exchange for the issuance of common stock equal to approximately
80% of the Company's issued and outstanding common shares. At the
closing of the transaction, Ashland had available approximately
$37,000 in cash, remaining from the proceeds derived from its
initial public offering. Mr. Telsey resigned his positions with
Ashland upon the closing of this agreement and was replaced by the
then management of VPP pursuant to the affirmative vote of the
Ashland shareholders.
After closing of the transaction with VPP, Ashland changed its
name to "Visual Design Industries, Inc." ("VDI"). VDI subsequently
filed a registration statement with the SEC, undertaking a
secondary offering of its securities. Prior to effectiveness of
the registration statement, VDI's underwriter, Nutmeg Securities,
Inc., abandoned the proposed offering. To date, no market in the
company's securities has ever developed.
Additionally, Mr. Telsey's practice of law emphasizes
corporate and securities transactions, including mergers and
acquisitions. As a result, Mr. Telsey has had additional
experience in identifying private merger candidates. Other than as
disclosed hereinabove, no other member of the Company's management
has had any experience in identifying and examining private
business candidates.
The foregoing is a complete description of all "blank check"
companies with whom management of the Company has been, or is,
involved.
17
<PAGE>
Conflicts of Interest
Members of the Company's management are associated with other
firms involved in a range of business activities. Consequently,
there are potential inherent conflicts of interest in their acting
as officers and directors of the Company. Insofar as the officers
and directors are engaged in other business activities, management
anticipates it will devote only a minor amount of time to the
Company's affairs.
The officers and directors of the Company are now and may in
the future become shareholders, officers or directors of other
companies which may be formed for the purpose of engaging in
business activities similar to those conducted by the Company.
Accordingly, additional direct conflicts of interest may arise in
the future with respect to such individuals acting on behalf of the
Company or other entities. Moreover, additional conflicts of
interest may arise with respect to opportunities which come to the
attention of such individuals in the performance of their duties or
otherwise. The Company does not currently have a right of first
refusal pertaining to opportunities that come to management's
attention insofar as such opportunities may relate to the Company's
proposed business operations.
The officers and directors are, so long as they are officers
or directors of the Company, subject to the restriction that all
opportunities contemplated by the Company's plan of operation which
come to their attention, either in the performance of their duties
or in any other manner, will be considered opportunities of, and be
made available to the Company and the companies that they are
affiliated with on an equal basis. A breach of this requirement
will be a breach of the fiduciary duties of the officer or
director. If the Company or the companies in which the officers
and directors are affiliated with both desire to take advantage of
an opportunity, then said officers and directors would abstain from
negotiating and voting upon the opportunity. However, all
directors may still individually take advantage of opportunities if
the Company should decline to do so. Except as set forth above,
the Company has not adopted any other conflict of interest policy
with respect to such transactions.
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
18
<PAGE>
company and could be expected to incur significant registration and
compliance costs. The Company has obtained no formal determination
from the Securities and Exchange Commission as to the status of the
Company under the Investment Company Act of 1940 and, consequently,
any violation of such Act would subject the Company to material
adverse consequences. The Company's Board of Directors unanimously
approved a resolution stating that it is the Company's desire to be
exempt from the Investment Company Act of 1940 via Regulation 3a-2
thereto.
Item 6. Executive Compensation.
None of the Company's officers and/or directors receive any
compensation for their respective services rendered unto the
Company, nor have they received such compensation in the past.
They all have agreed to act without compensation until authorized
by the Board of Directors, which is not expected to occur until the
Company has generated revenues from operations after consummation
of a merger or acquisition. As of the date of this registration
statement, the Company has no funds available to pay directors.
Further, none of the directors are accruing any compensation
pursuant to any agreement with the Company.
It is possible that, after the Company successfully
consummates a merger or acquisition with an unaffiliated entity,
that entity may desire to employ or retain one or a number of
members of the Company's management for the purposes of providing
services to the surviving entity, or otherwise provide other
compensation to such persons. However, the Company has adopted a
policy whereby the offer of any post-transaction remuneration to
members of management will not be a consideration in the Company's
decision to undertake any proposed transaction. Each member of
management has agreed to disclose to the Company's Board of
Directors any discussions concerning possible compensation to be
paid to them by any entity which proposes to undertake a
transaction with the Company and further, to abstain from voting on
such transaction. Therefore, as a practical matter, if each member
of the Company's Board of Directors is offered compensation in any
form from any prospective merger or acquisition candidate, the
proposed transaction will not be approved by the Company's Board of
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
19
<PAGE>
candidate, because the Company has insufficient cash available.
The amount of such finder's fee cannot be determined as of the date
of this registration statement, but is expected to be comparable to
consideration normally paid in like transactions. No member of
management of the Company will receive any finders fee, either
directly or indirectly, as a result of their respective efforts to
implement the Company's business plan outlined herein.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
Item 7. Certain Relationships and Related Transactions.
There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-B.
Item 8. Description of Securities.
The Company's authorized capital stock consists of 125,000,000
shares, of which 25,000,000 shares are Preferred Shares, par value
$0.01 per share, and 100,000,000 are Common Shares, no par value
per share. There are 500,000 Common Shares issued and outstanding
as of the date of this filing. There are no preferred shares
issued or outstanding.
Common Stock. All shares of Common Stock have equal voting
rights and, when validly issued and outstanding, are entitled to
one vote per share in all matters to be voted upon by shareholders.
The shares of Common Stock have no preemptive, subscription,
conversion or redemption rights and may be issued only as fully-
paid and nonassessable shares. Cumulative voting in the election
of directors is not permitted, which means that the holders of a
majority of the issued and outstanding shares of Common Stock
represented at any meeting at which a quorum is present will be
able to elect the entire Board of Directors if they so choose and,
in such event, the holders of the remaining shares of Common Stock
will not be able to elect any directors. In the event of
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,
20
<PAGE>
limitations and restrictions thereof shall be established by the
Board of Directors, except that no holder of Preferred Stock shall
have preemptive rights. The Company has no shares of Preferred
Stock outstanding, and the Board of Directors does not plan to
issue any shares of Preferred Stock for the foreseeable future,
unless the issuance thereof shall be in the best interests of the
Company.
The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities until such time as
the Company has successfully implemented its business plan
described herein. Relevant thereto, each shareholder of the
Company has executed and delivered a "lock-up" letter agreement,
affirming that they shall not sell their respective shares of the
Company's common stock until such time as the Company has
successfully consummated a merger or acquisition and the Company is
no longer classified as a "blank check" company. In order to
provide further assurances that no trading will occur in the
Company's securities until a merger or acquisition has been
consummated, each shareholder has agreed to place their respective
stock certificate with the Company's legal counsel, Andrew I.
Telsey, P.C., who will not release these respective certificates
until such time as legal counsel has confirmed that a merger or
acquisition has been successfully consummated. Mr. Telsey is also
an officer, director and principal shareholder of the Company.
However, while management believes that the procedures established
to preclude any sale of the Company's securities prior to closing
of a merger or acquisition will be sufficient, there can be no
assurances that the procedures established relevant herein will
unequivocally limit any shareholder's ability to sell their
respective securities before such closing.
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.
21
<PAGE>
The Securities and Exchange Commission adopted Rule 15g-9,
which established the definition of a "penny stock," for purposes
relevant to the Company, as any equity security that has a market
price of less than $5.00 per share or with an exercise price of
less than $5.00 per share, subject to certain exceptions. For any
transaction involving a penny stock, unless exempt, the rules
require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive
from the investor a written agreement to the transaction, setting
forth the identity and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny
stocks, the broker or dealer must (i) obtain financial information
and investment experience and objectives of the person; and (ii)
make a reasonable determination that the transactions in penny
stocks are suitable for that person and that person has sufficient
knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker
or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (i) sets forth
the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a
signed, written agreement from the investor prior to the
transaction. Disclosure also has to be made about the risks of
investing in penny stock in both public offering and in secondary
trading, and about commissions payable to both the broker-dealer
and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in
cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for
the penny stock held in the account and information on the limited
market in penny stocks.
The National Association of Securities Dealers, Inc. (the
"NASD"), which administers NASDAQ, has established 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. The NASD is presently considering increasing
these standards, but as of the date of this Registration Statement,
no definitive action has been taken in this regard.
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
22
<PAGE>
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 nine (9) holders of the Company's
Common Stock. In March 1993, the Company issued 10,000 of its
Common Shares for services and expenses valued at $.05 per share
($500.00). All of the issued and outstanding shares of the
Company's Common Stock were issued in accordance with the exemption
from registration afforded by Section 4(2) of the Securities Act of
1933. Thereafter, in November, 1993, the Company undertook a
forward split of its common stock wherein 50 shares were issued for
every 1 share of common stock then issued and outstanding.
As of the date of this report, 500,000 shares of the Company's
Common Stock are eligible for sale under Rule 144 promulgated under
the Securities Act of 1933, as amended, subject to certain
limitations included in said Rule. In general, under Rule 144, a
person (or persons whose shares are aggregated), who has satisfied
a one 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 two-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.
23
<PAGE>
Item 4. Recent Sales of Unregistered Securities.
The Company has not issued any of its securities during the
three year period preceding the date of this Registration
Statement. All of the shares of Common Stock of the Company
previously issued have been issued for investment purposes in a
"private transaction" and are "restricted" shares as defined in
Rule 144 under the Securities Act of 1933, as amended (the "Act").
These shares may not be offered for public sale except under Rule
144, or otherwise, pursuant to the Act.
As of the date of this report, all of the issued and
outstanding shares of the Company's Common Stock are eligible for
sale under Rule 144 promulgated under the Securities Act of 1933,
as amended, subject to certain limitations included in said Rule.
However, all of the shareholders of the Company have executed and
delivered a "lock-up" letter agreement which provides that each
such shareholder shall not sell their respective securities until
such time as the Company has successfully consummated a merger or
acquisition. Further, each shareholder has placed their respective
stock certificate with the Company's legal counsel, Andrew I.
Telsey, P.C., who has agreed not to release any of the certificates
until the Company has closed a merger or acquisition. Mr. Telsey is
also an officer, director and principal shareholder of the Company.
Any liquidation by the current shareholders after the release from
the "lock-up" selling limitation period may have a depressive
effect upon the trading prices of the Company's securities in any
future market which may develop.
In general, under Rule 144, a person (or persons whose shares
are aggregated) who has satisfied a one 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 two
year holding period and who is not, and has not been for the
preceding three months, an affiliate of the Company.
Item 5. Indemnification of Directors and Officers.
The Company's Articles of Incorporation incorporate the
provisions of the Colorado Business Corporation Act providing for
the indemnification of officers and directors and other persons
against expenses, judgments, fines and amounts paid in settlement
in connection with threatened, pending or completed suits or
proceedings against such persons by reason of serving or having
served as officers, directors or in other capacities, except in
relation to matters with respect to which such persons shall be
determined not to have acted in good faith and in the best
interests of the Company. With respect to matters as to which the
Company's officers and directors and others are determined to be
24
<PAGE>
liable for misconduct or negligence, including gross negligence in
the performance of their duties to the Company, Colorado law
provides for indemnification only to the extent that the court in
which the action or suit is brought determines that such person is
fairly and reasonably entitled to indemnification for such expenses
which the court deems proper.
Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to officers, directors or persons
controlling the Company pursuant to the foregoing, the Company has
been informed that in the opinion of the U.S. Securities and
Exchange Commission such indemnification is against public policy
as expressed in the 1933 Act, and is therefore unenforceable.
In accordance with the laws of the State of Colorado, the
Company's Bylaws authorize indemnification of a director, officer,
employee, or agent of the Company for expenses incurred in
connection with any action, suit, or proceeding to which he or she
is named a party by reason of his having acted or served in such
capacity, except for liabilities arising from his own misconduct or
negligence in performance of his or her duty. In addition, even a
director, officer, employee, or agent of the Company who was found
liable for misconduct or negligence in the performance of his or
her duty may obtain such indemnification if, in view of all the
circumstances in the case, a court of competent jurisdiction
determines such person is fairly and reasonably entitled to
indemnification. Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended, may be
permitted to directors, officers, or persons controlling the
issuing Company pursuant to the foregoing provisions, the Company
has been informed that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy
as expressed in the Act and is therefore unenforceable.
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
25
<PAGE>
TARCYN CORPORATION
Audited Financial Statements
For the Years Ended March 31, 1997 and 1996
and the Period March 18, 1993 (Inception)
through March 31, 1997
26
<PAGE>
Tarcyn Corporation
TABLE OF CONTENTS
Page
Independent Auditors' Report F-1
Financial Statements
Balance Sheet F-2
Statement of Operations F-3
Statement of Cash Flow F-4
Statement of Shareholders' Equity F-5
Notes to the Financial Statements F-6 to F-8
27
<PAGE>
Kish, Leake & Associates P.C.
Certified Public Accountants
J.D.Kish, C.P.A., M.B.A. 7901 E Belleview Ave - Suite 220
James D. Leake, C.P.A., M.T. Englewood, Colorado 80111
-------------------- Telephone (303) 779-5006
Facsimile (303) 779-5724
Independent Auditors' Report
We have audited the accompanying balance sheet of Tarcyn
Corporation (a Developmental Stage Company), as of March 31, 1997
and the related statements of income, shareholders' equity, and
cash flows for the fiscal years ended March 31, 1997 and 1996 and
period March 18, 1993 (Inception) through March 31, 1997. 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 Tarcyn
Corporation at March 31, 1997 and the results of its operations and
its cash flows for the fiscal years ended March 31, 1997 and 1996
and the period March 18, 1993 (Inception) through March 31, 1997 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 5, the Company is in the development stage and has no
operations as of March 31, 1997. The deficiency in working capital
as of March 31, 1997 raises substantial doubt about its ability to
continue as a going concern. Management's plans concerning these
matters are described in Note 5. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.
s/Kish, Leake & Associates, P.C.
Kish, Leake & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
May 9, 1997
F-1
28
<PAGE>
<TABLE>
Tarcyn Corporation
(A Development Stage Company)
Balance Sheet
- ---------------------------------------------------------------
<CAPTION>
March
NOTES 31, 1997
----- --------
<S> <C> <C>
ASSETS $ 0
========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES - Accounts Payable 0
--------
SHAREHOLDERS' EQUITY 1,2
Preferred Stock, .01 Par Value
Authorized 25,000,000 Shares; Issued -
And Outstanding -0- Shares
Common Stock, No Par Value
Authorized 100,000,000 Shares; Issued
And Outstanding 500,000 Shares* 500
Additional Paid In Capital
On Preferred Stock 0
Deficit Accumulated During
The Development Stage (500)
--------
TOTAL SHAREHOLDERS' EQUITY 0
--------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 0
========
<FN>
*Restated See Note 2
The Accompanying Notes Are An Integral Part Of These Financial
Statements.
</TABLE>
F-2
29
<PAGE>
<TABLE>
Tarcyn Corporation
(A Development Stage Company)
Statement Of Operations
- -----------------------------------------------------------------
<CAPTION>
March
18, 1993
(Inception)
Through
March March March
NOTES 31, 1997 31, 1996 31, 1997
----- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue $ 0 $ 0 $ 0
-------- -------- --------
Expenses:
Office 0 0 500
-------- -------- --------
Total 0 0 500
-------- -------- --------
Net (Loss) $ 0 $ 0 ($500)
======== ======== ========
Net (Loss) Per
Common Share 1 $ 0.00 $ 0.00 ($ 0.00)
======== ======== ========
Common Shares
Outstanding* 2 500,000 500,000 500,000
======== ======== ========
<FN>
* Restated See Note 2
The Accompanying Notes Are An Integral Part Of These Financial
Statements.
F-3
</TABLE>
30
<PAGE>
<TABLE>
Tarcyn Corporation
(A Development Stage Company)
Statement Of Cash Flows
- -----------------------------------------------------------------
<CAPTION>
March
18, 1993
(Inception)
Through
March March March
NOTES 31, 1997 31, 1996 31, 1997
----- -------- -------- --------
<S> <C> <C> <C> <C>
Net (Loss) Accumulated
During The Development
Stage $ 0 $ 0 ($ 500)
Issuance Of Common Stock
Not For Cash 0 0 500
-------- -------- --------
Cash Flows From Operations 0 0 0
-------- -------- --------
Cash Flows From Financing
Activities:
Issuance Of Common Stock 0 0 0
-------- -------- --------
Cash Flows From Financing 0 0 0
-------- -------- --------
Net Increase In Cash 0 0 0
Cash At Beginning Of Period 0 0 0
-------- -------- --------
Cash At End Of Period $ 0 $ 0 $ 0
======== ======== ========
Non - Cash Activities:
Stock Issued For Cash
Advances & Services $ 0 $ 0 $ 500
======== ======== ========
<FN>
The Accompanying Notes Are An Integral Part Of These Financial
Statements.
</TABLE>
F-4
31
<PAGE>
<TABLE>
Tarcyn Corporation
(A Development Stage Company)
Statement Of Shareholders' Equity
- -------------------------------------------------------------------
<CAPTION>
Deficit
Accumulated
Number Of During The
Common Common Development
Notes Shares Stock Stage Total
----- --------- ------ ----------- -------
<S> <C> <C> <C> <C> <C>
Balance At
March 18, 1993 0 $ 0 $ 0 $ 0
Issuance Of
Common Stock: 1,2
March 1993 For
Cash Advances
& Services At
$.001 Per Share* 500,000 500 0 500
Net (Loss) (500) (500)
--------- ------ ---------- -------
Balance At March
31, 1994, 1995
1996, 1997 500,000 $ 500 ($ 500) $ 0
========= ====== ========== =======
<FN>
*Restated See Note 2
The Accompanying Notes Are An Integral Part
Of These Financial Statements.
</TABLE>
F-5
32
<PAGE>
Tarcyn Corporation
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Years Ended March 31, 1997 and 1996
Note 1 - Organization and Summary of Significant Accounting Policies
Organization:
On March 18, 1993, Tarcyn Corporation (the Company) was incorporated
under the laws of Colorado to engage in all aspects of investment
banking or any other lawful business.
Development Stage:
The company entered the Development stage in accordance with SFAS No. 7
on March 18, 1993. Its purpose is to evaluate, structure and complete
a merger with, or acquisition a privately owned corporation.
Statement of Cash Flows:
For the purpose of the statement of cash flows, the company considers
demand deposits and highly liquid-debt instruments purchased with a
maturity of three months or less to be cash equivalents.
Cash paid for interest in fiscal year ended March 31, 1997 and 1996 was
$-0-. Cash paid for income taxes in fiscal year ended March 31, 1997
and 1996 was $-0-.
Net (Loss) per Common Share:
Net (Loss) per common share is computed by dividing the net loss for the
period by the number of shares outstanding at March 31, 1997 and March
31, 1996.
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts. Actual results could
differ from those estimates.
F-6
33
<PAGE>
Tarcyn Corporation
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Years Ended March 31, 1997 and 1996
Note 2 - Capital Stock and Capital in Excess of Par Value
The Company initially authorized 1,000,000 shares of $.001 par value
common stock. In March, 1993, the company issued 500,000 shares of
common stock for services valued at $500 for cash advances and services.
On November 12, 1993, the Board of Directors authorized a 50 to 1
forward split. In November 1996, the Company amended its Articles of
Incorporation and authorized 100,000,000 shares of no par value common
stock and 25,000,000 shares of $.01 par value preferred stock.
Note 3 - Related Party Events
The Company maintains a mailing address at an officers place of
business. This address is located in Aurora, Colorado. At this time
the Company has no need for an office. As of March 31, 1997 management
has incurred a minimal amount of time and expense on behalf of the
Company.
Note 4 - Income Taxes
At March 31, 1996, the company had net operating loss carryforwards
available for financial statement and Federal income tax purposes of
approximately $500 which, if not used, will expire in the year 2008.
The Company follows Financial Accounting Standards Board Statement No.
109, "Accounting for Income Taxes" (SFAS #109), which requires, among
other things, an asset and liability approach to calculating deferred
income taxes. As of March 31, 1997, the Company has a deferred tax
asset of $10 primarily for its net operating loss carryforward which has
been fully reserved through a valuation allowance. The change in the
valuation allowance for 1996 is $-0-.
Note 5 - Basis of Presentation
In the course of its development activities the Company has sustained
continuing losses and expects such losses to continue for the
foreseeable future. The Company's management plans on advancing funds
on an as needed basis and in the longer term, revenues from the
operations of a merger candidate, if found. The Company's ability to
continue as a going concern is dependent on these additional management
advances, and, ultimately, upon achieving profitable operations through
a merger candidate.
F-7
34
<PAGE>
Tarcyn Corporation
(A Development Stage Company)
Notes to Financial Statements
For The Fiscal Years Ended March 31, 1997 and 1996
Note 6 - Subsequent Events
The Company will be filing a Form 10 with the Securities and Exchange
Commission to become a 34 Act reporting company.
F-8
35
<PAGE>
PART III
Item 1. Exhibit Index
No. Sequential
Page No.
(3) Articles of Incorporation and Bylaws
3.1 Articles of Incorporation and Amendments thereto 37
3.2 Bylaws 51
(4) Instruments Defining the Rights of Holders
4.1 Copies of Form of Lock-up Agreements Executed
by the Company's Shareholders 76
(23) Consents - Experts
23.1 Consent of Kish, Leake & Associates, CPA 78
(27) Financial Data Schedule
27.1 Financial Data Schedule 81
- --------------------
36
<PAGE>
Tarcyn Corporation
------------------------
EXHIBIT 3.1
------------------------
ARTICLES OF INCORPORATION
AND AMENDMENTS
------------------------
37
<PAGE>
ARTICLES OF INCORPORATION
OF
TARCYN CORPORATION
KNOW ALL MEN BY THESE PRESENTS, That I, FILED COPY
Andrew I. Telsey 931029035 $50.00
2851 S. Parker Road SOS 03-18-93 08:30
Suite 720
Aurora, Colorado 80014
resident of the State of Colorado, have associated myself under the
name and style of TARCYN CORPORATION, for the purpose of becoming
a body corporate under and by virtue of the laws of the State of
Colorado, and in accordance with the provisions of the laws of said
State, I do hereby make, execute and acknowledge, in triplicate,
this certificate in writing of the intention so to become a body
corporate under and by virtue of said laws.
FIRST: The corporate name and style of this Corporation shall
be TARCYN CORPORATION.
SECOND: The objects for which said Corporation is formed and
incorporated are as follows, to-wit:
1. To engage in all aspects of financing commercial paper
acquired from independently operated telemarketing activities
within the state of Colorado and elsewhere and all matters
ancillary thereto:
2. To transact the business of investing on behalf of itself
or others, any part of its capital and such additional funds as it
may obtain, or any interest therein, either as tenants in common or
otherwise, and selling or otherwise disposing of the same, or any
part thereof or interest therein.
3. To issue bonds, debentures, or obligations of the
Corporation, from time to time, for any of the objects or purposes
of this Corporation, and to secure them by mortgage or mortgages,
or deed or deeds of trust, or pledge or lien on any or all of the
real and personal property, rights privileges, and franchises of
the Corporation wheresoever situated, acquired and to be acquired,
and to sell or otherwise dispose of any or all of them, all in such
manner and upon such terms as the Board of Directors may deem
proper.
4. To lend or advance money or give credit to such persons,
firms or corporations on such terms as may seem expedient and in
particular to customers and others having dealings with the
Corporation, and to give guarantees or to become security for any
1
38
<PAGE>
such persons.
5. To make and enter into all kinds of contracts, agreements,
and operations by or with any person or persons, corporation or
corporations; to acquire and undertake all or any part of the
business assets and liabilities of any person or firm, association
or corporation in connection therewith; to take, acquire, purchase,
hold or rent, lease, sell, exchange, mortgage, improve, renovate,
develop and otherwise deal in and dispose of any and all property,
real and personal, of every description incidental to or capable of
being used in connection with the aforesaid business or any of
them.
6. To purchase or otherwise acquire and hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of shares of the
capital stock and bonds, debentures or other evidences of
indebtedness created by any other corporation or corporations,
domestic or foreign, and while the holder thereof, to exercise all
the rights and privileges of ownership, including the right to vote
thereon.
7. To purchase our own stock, when permitted by the laws of
the State in which we are doing business; to guarantee dividends on
our own stock, and the stock of other corporations.
8. To do all and everything necessary, suitable, convenient
or proper for the accomplishment of any of the purposes or the
attainment of any one or more of the objects herein enumerated or
incidental to the powers herein named, or which shall, at any time,
appear conducive to or expedient for the protection or benefit of
the Corporation, either as holders of or interest in any property,
or otherwise.
9. To have and to possess all powers of a corporation granted
by the laws of the State of Colorado, whether herein specifically
set out or not.
10. To acquire (for cash or in exchange for its assets or
securities or otherwise), operate, dispose of, and otherwise deal
and engage in any lawful business or activity for which
corporations may be organized under the laws of Colorado.
THIRD: The said Corporation is to have perpetual existence
unless dissolved according to law.
FOURTH: The total number of shares of all classes which the
Corporation shall have authority to issue is 1,000,000 of Common
Shares, par value $.001. The holders of the Common Shares shall be
entitled to one vote for each share of Common Shares held by them
of record at the time for determining the holders thereof entitled
to vote.
2
39
<PAGE>
FIFTH: Cumulative voting shall not be permitted by this
Corporation.
SIXTH: No stockholder of this Corporation, either directly or
by any successor in interest, shall sell or otherwise transfer for
valuable consideration all or any part of his shares of stock to
any person not then holding stock of this Corporation, until such
shares first shall have been offered for sale under a plan approved
by the Board of Directors either to this Corporation by written
instrument addressed and delivered to the Board of Directors or to
a person who has been approved as a stockholder by all of the then
directors of the Corporation in a duly adopted resolution. This
provision shall not be deemed to restrict the transfer of stock of
this Corporation by bequest or descent and distribution or to
restrict a pledge or assignment of such as collateral to secure a
loan or other hypothecation thereof, but a sale under a pledge
assignment shall be subject to this provision.
SEVENTH: The affairs and management of our said Corporation
shall be under the control of our Board of Directors consisting of
not less than three (3) nor more that seven (7) directors, except
that the Corporation may have fewer than three Board members in
accordance with the Colorado Corporation Code. The initial Board of
Directors shall consist of:
Cynthia Telsey
6198 S. Moline Court
Englewood, Colorado 80111
EIGHTH: Any of the directors or officers of this Corporation
shall not, in the absence of fraud, be disqualified by his office
from contracting, leasing, or otherwise dealing with this
Corporation, either as vendor, lessor, purchaser or otherwise, nor
shall any firm, association or corporation of which he shall be a
member or in which he may be pecuniarily interested in any manner
be disqualified. No director or officer, nor any firm, association
or corporation with which is connected as aforesaid shall be liable
to account to this Corporation or its stockholders for any profit
realized by him from or through any such contract, lease or
transaction, it being the express intent and purpose of this
Article to permit this Corporation to buy or lease from, sell to or
otherwise deal with partnerships, firms or corporations of which
the directors and officers or in which they or any of them may have
a pecuniary interest, and the contracts or leases of this manner by
reason of any such membership. Common or interested directors may
be counted in determining the presence of a quorum at a meeting of
the board of directors or a committee thereof which authorized,
approves or ratifies such contract or transactions.
NINTH: The Corporation may:
(a) Indemnify any person who was or is a party or is
3
40
<PAGE>
threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in the
right of the Corporation), by reason of the fact that he is or was
a director, officer, employee, fiduciary or agent of the
Corporation or is or was a director, officer, employee, fiduciary
or agent of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee, fiduciary or
agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses,(including attorney fees),
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding, if he acted in good faith and in a manner he reasonably
believed to be in the best interest of the Corporation and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or
conviction or upon a plea of nolo contendere or its equivalent
shall not of itself create a presumption that the person did not
act in good faith and 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
his conduct was unlawful.
(b) The Corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee, or agent of
the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, fiduciary or agent of
another corporation, partnership joint venture, trust or other
enterprise against expenses (including attorney fees) actually and
reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in
a manner he reasonably believed to be in the best interests of the
Corporation; but no indemnification shall be made in respect of any
claim, issue, or matter as to which such person has been adjudged
to be liable for negligence or misconduct in the performance of his
duty to the Corporation unless and only to the extent that the
court in which such action or suit was brought determines upon
application that, despite the adjudication of liability, but in
view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnification for such expenses which such
court deems proper.
(c) To the extent that a director, officer, employee,
fiduciary or agent of the Corporation has been successful on the
merits in defense of any action, suit, or proceeding referred to in
(a) or (b) of this Article Ninth or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses
(including attorney fees) actually and reasonably incurred by him
4
41
<PAGE>
in connection therewith.
(d) Any indemnification under (a) or (b) of this Article
Ninth (unless ordered by a court) and as distinguished form (c) of
this Article shall be made by the Corporation only as authorized in
the specific case upon a determination that indemnification of the
directors, officer, employee, fiduciary or agent is proper in the
circumstances because he has met the applicable standard of conduct
set forth in (a) or (b) above. Such determination shall be made by
the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit, or proceeding,
or, if directors so directs, by independent legal counsel in a
written opinion, or by the shareholders.
(e) Expenses (including attorney fees) incurred in defending
a civil or criminal action, suit, or proceeding may be paid by the
Corporation in advance of the final disposition of such action,
suit, or proceeding as authorized in (c) or (d) of this Article
Ninth upon receipt of an undertaking by or on behalf of the
director, officer, employee, fiduciary or agent to repay such
amount unless it is ultimately determined that he is entitled to be
indemnified by the Corporation as authorized in this Article Ninth.
(f) The indemnification provided by this Article Ninth shall
not be deemed exclusive of any other rights to which those
indemnified may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise, and any
procedure provided for by any of the foregoing, both as to action
in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee, fiduciary or agent and
shall inure to the benefit of heirs, executors, and administrators
of such a person.
(g) The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee,
fiduciary or agent of the Corporation or who is or was serving at
the request of the Corporation as a director, officer, employee,
fiduciary or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity or arising out
of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under provisions
of this Article Ninth.
TENTH: The Board of Directors and stockholders of the
Corporation shall have the right to hold their meetings outside of
the State of Colorado when deemed most convenient or to the best
interest of the Corporation.
ELEVENTH: The operations of the said Corporation shall be
carried on in the State of Colorado, and the Corporation shall also
5
42
<PAGE>
be permitted to conduct business in other states of the United
States and to have one or more offices outside of the State of
Colorado. The address of the initial registered office of the
Corporation is 2851 South Parker Road, Suite 720, Aurora, Colorado
80014, and the name of its initial registered agent at such address
is Andrew I. Telsey.
TWELFTH: The Board of Directors may at any meeting, by a
majority vote of the whole Board, sell, lease, exchange and/or
convey all of its property and assets, including its good will
and/or its corporate franchises, upon such terms and conditions and
for such consideration or considerations as the Board of Directors
in their sole discretion deem expedient and for the best interest
of the Corporation and said consideration or considerations may
consist in whole or in part of shares of stock and/or securities of
any other corporation or corporations; provided, however, in all
such cases the affirmative vote of the holders of two-thirds (2/3)
plus one share of the common stock of said Corporation then issued
and outstanding shall be voted in ratification of the actions of
the Board of Directors, said vote to be taken at a special
stockholders' meeting of our said Corporation duly called for that
purpose; but nothing herein shall be construed to limit the power
of the Board of Directors of our Corporation and said Board shall
have power in its sole discretion to sell, lease, exchange and/or
convey such parts or parcels of land or personal property or assets
as the Board of Directors determine are no longer necessary or
expedient to be held by the Corporation. It is, however,
specifically understood that the Board of Directors may at their
discretion have the power to create a lien or mortgage on any or
all of the assets of the Corporation in order to borrow money
should the Board of Directors feel that it is necessary for the
conduct of the business.
THIRTEENTH: (a) Stockholders shall at all times have the
right to examine the books of the Corporation except as limited by
these Articles of Incorporation.
(b) Such examination as hereinafter provided shall be made
only by the stockholder in person, and no extract from the books or
records of the Company shall be permitted to be made by any
stockholders of the same.
(c) Such stockholder shall give assurance in writing
satisfactory to the Board of Directors that he does not desire the
information required or to be obtained by such inspection for the
purpose of communicating the same to others who are not
stockholders and, further, that he will not directly or indirectly
disclose the Company's business or affairs to any person or persons
whomsoever.
(d) No information in regard to the business or operations of
the Company and no copy of, nor extract from any of the books or
6
43
<PAGE>
records of the Company shall be permitted to be made by any
stockholders of the same.
(e) Stockholders desiring information in regard to the
business or operations of the Company, or desiring to make
inspection of the books or records, shall first make application in
writing to the Board of Directors stating the specific purpose of
the application, the particular information desired and the books
and records required for that purpose by such stockholder before
such examination and satisfy the Board of Directors that said
application is made in good faith and that said examination will
not be detrimental to the interests of the Corporation.
FOURTEENTH: The Board of Directors shall have the power to
make and amend such prudential Bylaws as they deem proper and not
inconsistent with the constitution or the laws or the United States
or of this State for the management of the property of the
Corporation, the regulation and government of its affairs and for
the certification and transfer of its stock.
s/Andrew I. Telsey
- ------------------------------
Andrew I. Telsey, Incorporator
2851 S. Parker Road, Suite 720
Aurora, Colorado 80014
(303) 671-8920
7
44
<PAGE>
For office use only 008
Mail to: Secretary of State
Corporations Section
Please include a typed 1560 Broadway, Suite 200
self-addressed envelop Denver, CO 80202
(303) 894-2251
MUST BE TYPED Fax (303) 894-2242
FILING FEE: $60.00
MUST SUBMIT TWO COPIES
RESTATED ARTICLES OF
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 Tarcyn Corporation
SECOND: The following amended and restated Articles of Incorporation
were adopted in the manner marked with an "X" below:
The amended and restated Articles of Incorporation were adopted
by the board of directors where no shares have been issued, or
no shareholder action required.
X The amended and restated Articles of Incorporation were adopted
by a vote of the shareholders. The number of shares voted for
the amended and restated Articles of Incorporation was
sufficient for approval.
The amended and restated Articles of Incorporation were adopted
by the incorporators where no shares have been issued or
directors elected, or no shareholder action required.
THIRD: The name of the corporation as amended is N/A
ATTACH A COPY OF YOUR AMENDED AND RESTATED ARTICLES OF
INCORPORATION
TARCYN CORPORATION
Signature s/Andrew I. Telsey
Andrew I. Telsey
Title President
Revised 7/95
45
<PAGE>
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
TARCYN CORPORATION
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 Tarcyn 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 aggregate number of shares which the corporation
shall have authority to issue is 125,000,000, of which 25,000,000
shall be Preferred Shares, $.01 par value per share, and
100,000,000 shall be Common Shares, no par value per share, and the
designations, preferences, limitations and relative rights of the
shares of each such class are as follows:
A. Preferred Shares
The corporation may divide and issue the Preferred
Shares into series. Preferred Shares of each series, when
issued, shall be designated to distinguish it from the shares
of all other series of the class of Preferred Shares. The
Board of Directors is hereby expressly vested with authority
to fix and determine the relative rights and preferences of
the shares of any such series so established to the fullest
extent permitted by these Articles of Incorporation and the
laws of the State of Colorado in respect to the following:
(a) The number of shares to constitute such series,
and the distinctive designations thereof;
(b) The rate and preference of dividend, if any,
the time of payment of dividend, whether dividends are
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;
46
<PAGE>
(e) The amount payable upon shares in the event of
voluntary liquidation;
(f) Sinking fund or other provisions, if any, for
the redemption or purchase of shares;
(g) The terms and conditions on which shares may be
converted, if the shares of any series are issued with
the privilege of conversion;
(h) Voting powers, if any; and
(i) Any other relative right and preferences of
shares of such series, including, without limitation, any
restriction on an increase in the number of shares of any
series theretofore authorized and any limitation or
restriction of rights or powers to which shares of any
further series shall be subject.
B. Common Shares
(a) The rights of holders of the Common Shares to
receive dividends or share in the distribution of assets
in the event of liquidation, dissolution or winding up of
the affairs of the Corporation shall be subject to the
preferences, limitations and relative rights of the
Preferred Shares fixed in the resolution or resolutions
which may be adopted from time to time by the Board of
Directors of the corporation providing for the issuance
of one or more series of the Preferred Shares.
(b) The holders of the Common Shares shall have
unlimited voting rights and shall constitute the sole
voting group of the corporation, except to the extent any
additional voting groups or groups may hereafter be
established in accordance with the Colorado Business
Corporation Act, and shall be entitled to one vote for
each share of Common Shares held by them of record at the
time for determining the holders thereof entitled to
vote.
Fourth: The street address of the registered office of the
corporation is 2851 South Parker Road, Suite 720, Aurora, Colorado
80014, and the name of the registered agent at such address is
Andrew I. Telsey.
Fifth: The address of the principal office of the corporation
is 2851 South Parker Road, Suite 720, Aurora, Colorado 80014.
Sixth: The corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation
shall be managed under the direction of, a board of directors. The
number of directors of the corporation shall be fixed by the
bylaws, or if the bylaws fail to fix such a number, then by
resolution adopted from time to time by the board of directors,
provided that the number of directors shall not be more than seven
(7) nor less than one (1).
Seventh: Cumulative voting shall not be permitted in the
election of directors or otherwise.
Eighth: Except as the bylaws adopted by the shareholders may
provide for a greater quorum requirement, a majority of the votes
entitled to be cast on any matter by each voting group entitled to
vote on a matter shall constitute a quorum of that voting group for
action on that matter
47
<PAGE>
at any meeting of shareholders. Except as bylaws adopted by the
shareholders may provide for a greater voting requirement and
except as is otherwise provided by the Colorado Business
Corporation Act, with respect to action on amendment to these
Articles of Incorporation, on a plan of merger or share exchange,
on the disposition of substantially all of the property of the
corporation, on the granting of consent to the disposition of
property by an entity controlled by the corporation, and on the
dissolution of the corporation, action on a matter other than the
election of directors is approved if a quorum exists and if the
votes cast favoring the action exceed the votes cast opposing the
action. Any bylaw adding, changing, or deleting a greater quorum
or voting requirement for shareholders shall meet the same quorum
requirement and be adopted by the same vote required to take action
under the quorum and voting requirements then in effect or proposed
to be adopted, whichever are greater.
Ninth: The following provisions are inserted for the
management of the business and for the conduct of the affairs of
the corporation, and the same are in furtherance of and not in
limitation or exclusion of the powers conferred by law.
A. Conflicting Interest Transactions. As used in this
paragraph, "conflicting interest transactions" means any of
the following: (i) a loan or other assistance by the
corporation to a director of the corporation or to an entity
in which a director of the corporation is a director or
officer or has a financial interest; (ii) a guaranty by the
corporation of an obligation of a director of the corporation
or of an obligation of an entity in which a director of the
corporation is a director or officer or has a financial
interest; or (iii) a contract or transaction between the
corporation and a director of the corporation or between the
corporation and an entity in which a director of the
corporation is a director or officer or has a financial
interest. No conflicting interest transaction shall be void
or voidable, be enjoined, be set aside, or give rise to an
award of damages or other sanctions in a proceeding by a
shareholder or by or in the right of the corporation, solely
because the conflicting interest transaction involves a
director of the corporation or an entity in which a director
of the corporation is a director or officer or has a financial
interest, or solely because the director is present at or
participates in the meeting of the corporation's board of
directors or of the committee of the board of directors which
authorizes, approves or ratifies a conflicting interest
transaction, or solely because the director's vote is counted
for such purpose, if: (a) the material facts as to the
director's relationship or interest and as to the conflicting
interest transaction are disclosed or are known to the board
of directors or the committee, and the board of directors or
committee in good faith authorizes, approves or ratifies the
conflicting interest transaction by the affirmative vote of a
majority of the disinterested directors, even though the
disinterested directors are less than quorum; or (b) the
material facts as to the director's relationship or interest
and as to the conflicting interest transaction are disclosed
or are known to the shareholders entitled to vote thereon, and
the conflicting interest transaction is specifically
authorized, approved or ratified in good faith by a vote of
the shareholders; or (c) a conflicting interest transaction is
fair as to the corporation as of the time it is authorized,
approved or ratified by the board of directors, a committee
thereof, or the shareholders. Common or interested directors
may be counted in determining the presence of a quorum at a
meeting of the board of directors or of a committee which
authorizes, approves or ratifies the conflicting interest
transaction.
B. Loans and Guarantees for the Benefit of Directors.
Neither the board of directors nor any committee thereof shall
authorize a loan by the corporation to a director of the
corporation or to an entity in which a director of the
corporation is a director or officer or has a financial
interest, or a guaranty by the corporation of an obligation of
a director of the corporation or of an obligation of an entity
in which a director of the
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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.
C. Indemnification. The corporation shall indemnify,
to the maximum extent permitted by law, any person who is or
was a director, officer, agent, fiduciary or employee of the
corporation against any claim, liability or expense arising
against or incurred by such person made party to a proceeding
because he is or was a director, officer, agent, fiduciary or
employee of the corporation or because he is or was serving
another entity or employee benefit plan as a director,
officer, partner, trustee, employee, fiduciary or agent at the
corporation's request. The corporation shall further have the
authority to the maximum extent permitted by law to purchase
and maintain insurance providing such indemnification.
D. Limitation on Director's Liability. No director of
this corporation shall have any personal liability for
monetary damages to the corporation or its shareholders for
beach of his fiduciary duty as a director, except that this
provision shall not eliminate or limit the personal liability
of a director to the corporation or its shareholders for
monetary damages for: (i) any breach of the director's duty
of loyalty to the corporation or its shareholders; (ii) acts
or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) voting for or
assenting to a distribution in violation of Colorado Revised
Statutes 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.
E. Negation of Equitable Interests in Shares or Rights.
Unless a person is recognized as a shareholder through
procedures established by the corporation pursuant to Colorado
Revised Statutes 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
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.
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7-113-101(1), of any right he may have pursuant to Article 113
of the Colorado Business Corporation Act or any subsequent
law.
Tenth: The name and address of the incorporator is:
Name Address
--------------------- ---------------------------------
Andrew I. Telsey 2851 South Parker Road, Suite 720
Aurora, Colorado 80014
DATED the 12th day of November, 1996.
TARCYN CORPORATION
By: s/Andrew I. Telsey
---------------------------
Andrew I. Telsey, President
The undersigned hereby consents to the appointment as the
registered agent for TARCYN CORPORATION.
s/Andrew I. Telsey
------------------------------
Andrew I. Telsey
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Tarcyn Corporation
--------------------------
EXHIBIT 3.2
--------------------------
BYLAWS
--------------------------
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INDEX TO THE BYLAWS OF
TARCYN CORPORATION
ARTICLE 1 - OFFICES
Section 1.1 Principal Office ........................ 4
Section 1.2 Registered Office ....................... 4
ARTICLE 2 - SHAREHOLDERS
Section 2.1 Annual Meeting .......................... 4
Section 2.2 Special Meetings ........................ 5
Section 2.3 Place of Meetings ....................... 5
Section 2.4 Notice of Meeting ....................... 5
Section 2.5 Meeting of All Shareholders ............. 5
Section 2.6 Closing of Transfer Books or Fixing
of Record Date ......................... 6
Section 2.7 Voting Record ........................... 6
Section 2.8 Quorum .................................. 7
Section 2.9 Manner of Acting ........................ 7
Section 2.10 Proxies ................................. 7
Section 2.11 Voting of Shares ........................ 8
Section 2.12 Voting of Shares by Certain Shareholders. 8
Section 2.13 Informal Action by Shareholders ......... 9
Section 2.14 Voting by Ballot ........................ 9
Section 2.15 Cumulative Voting ....................... 9
ARTICLE 3 - BOARD OF DIRECTORS
Section 3.1 General Powers .......................... 9
Section 3.2 Performance of Duties ................... 9
Section 3.3 Number, Tenure and Qualifications ....... 10
Section 3.4 Regular Meetings ........................ 11
Section 3.5 Special Meetings ........................ 11
Section 3.6 Notice .................................. 11
Section 3.7 Quorum .................................. 12
Section 3.8 Manner of Acting ........................ 12
Section 3.9 Informal Action by Directors ............ 12
Section 3.10 Participation by Electronic Means ....... 12
Section 3.11 Vacancies ............................... 13
Section 3.12 Resignation ............................. 13
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Section 3.13 Removal ................................. 13
Section 3.14 Committees .............................. 13
Section 3.15 Compensation ............................ 13
Section 3.16 Presumption of Assent ................... 14
ARTICLE 4 - OFFICERS
Section 4.1 Number .................................. 14
Section 4.2 Election and Term of Office ............. 14
Section 4.3 Removal ................................. 15
Section 4.4 Vacancies ............................... 15
Section 4.5 President ............................... 15
Section 4.6 Vice President .......................... 15
Section 4.7 Secretary ............................... 16
Section 4.8 Treasurer ............................... 16
Section 4.9 Assistant Secretaries and Assistant
Treasurers .............................. 16
Section 4.10 Bonds ................................... 17
Section 4.11 Salaries ................................ 17
ARTICLE 5 - CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 5.1 Contracts ............................... 17
Section 5.2 Loans ................................... 17
Section 5.3 Checks, Drafts, Etc. .................... 17
Section 5.4 Deposits ................................ 18
ARTICLE 6 - SHARES, CERTIFICATES FOR SHARES AND TRANSFER OF
SHARES
Section 6.1 Regulation .............................. 18
Section 6.2 Certificates for Shares ................. 18
Section 6.3 Cancellation of Certificates ............ 19
Section 6.4 Lost, Stolen or Destroyed
Certificates ........................... 19
Section 6.5 Transfer of Shares ...................... 19
ARTICLE 7 - FISCAL YEAR ................................20
ARTICLE 8 - DIVIDENDS ..................................20
ARTICLE 9 - CORPORATE SEAL .............................20
ARTICLE 10 - WAIVER OF NOTICE ......................... 20
ARTICLE 11 - AMENDMENTS ............................... 21
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ARTICLE 12 - EXECUTIVE COMMITTEE
Section 12.1 Appointment ............................. 21
Section 12.2 Authority ............................... 21
Section 12.3 Tenure and Qualifications ............... 22
Section 12.4 Meetings ................................ 22
Section 12.5 Quorum .................................. 22
Section 12.6 Informal Action by Executive
Committee .............................. 22
Section 12.7 Vacancies ............................... 22
Section 12.8 Resignations and Removal ................ 23
Section 12.9 Procedure ............................... 23
ARTICLE 13 - EMERGENCY BYLAWS ......................... 23
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BYLAWS
OF
TARCYN CORPORATION
ARTICLE 1
OFFICES
SECTION 1.1 PRINCIPAL OFFICE.
The initial principal office of the corporation in the
state of Colorado shall be located in the County of Arapahoe. The
corporation may have such other offices, either within or outside
of the state of Colorado as the Board of Directors may designate,
or as the business of the corporation may require from time to
time.
SECTION 1.2 REGISTERED OFFICE.
The registered office of the corporation, required by the
Colorado Corporation Code to be maintained in the state of
Colorado, may be, but need not be, identical with the principal
office in the state of Colorado, and the address of the registered
office may be changed from time to time by the board of directors.
ARTICLE 2
SHAREHOLDERS
SECTION 2.1 ANNUAL MEETING.
The annual meeting of the shareholders shall be held on
a date and time to be established by the Company's Board of
Directors, commencing with the year 1994 for the purpose of
electing directors and for the transaction of such other business
as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday in the state of Colorado, such
meeting shall be held on the next succeeding business day. If the
election of directors shall not be held on the day designated
herein for any annual meeting of the shareholders, or at any
adjournment thereof, the board of directors shall cause the
election to be held at a special meeting of the shareholders as
soon thereafter as may be convenient.
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SECTION 2.2 SPECIAL MEETINGS.
Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by
the president or by the board of directors, and shall be called by
the president at the request of the holders of not less than
one-tenth of all outstanding shares of the corporation entitled to
vote at the meeting.
SECTION 2.3 PLACE OF MEETINGS.
The board of directors may designate any place, either
within or outside of the state of Colorado, as the place of meeting
for any annual meeting or for any special meeting called by the
board of directors. If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall be the
principal office of the corporation in the state of Colorado.
SECTION 2.4 NOTICE OF MEETING.
Written notice stating the place, day and hour of the
meeting of shareholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall, unless
otherwise prescribed by statute, be delivered not less than ten nor
more than fifty days before the date of the meeting, either
personally or by mail, by or at the direction of the president, or
the secretary, or the officer or other persons calling the meeting,
to each shareholder of record entitled to vote at such meeting;
provided, however, that if the authorized shares of the corporation
are to be increased, at least thirty days' notice shall be given,
and if sale of all or substantially all assets are to be voted
upon, at least twenty days' notice shall be given. If mailed, such
notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the shareholder at his or her address as
it appears on the stock transfer books of the corporation, with
postage thereon prepaid.
SECTION 2.5 MEETING OF ALL SHAREHOLDERS.
If all of the shareholders shall meet at any time and
place, either within or outside of the state of Colorado, and
consent to the holding of a meeting at such time and place, such
meeting shall be valid without call or notice, and at such meeting
any corporate action may be taken.
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SECTION 2.6 CLOSING OF TRANSFER BOOKS OR
FIXING OF RECORD DATE
For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any
adjournment thereof, or shareholders entitled to receive payment of
any dividend, or in order to make a determination of shareholders
for any other purpose, the board of directors of the corporation
may provide that the share transfer books shall be closed for a
stated period but not to exceed, in any case, fifty days. If the
share transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the share
transfer books, the board of directors may fix in advance a date as
the record date for any such determination of shareholders, such
date in any case to be not more than fifty days and, in case of a
meeting of shareholders, not less than ten days prior to the date
on which the particular action, requiring such determination of
shareholders, is to be taken. If the share transfer books are not
closed and no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the board of directors declaring
such dividend is adopted, as the case may be, shall be the record
date for such determination of shareholders. When a determination
of shareholders entitled to vote at any meeting of shareholders has
been made as provided in this Section, such determination shall
apply to any adjournment thereof.
SECTION 2.7 VOTING RECORD.
The officer or agent having charge of the stock transfer
books for shares of the corporation shall make, at least ten days
before such meeting of shareholders, a complete record of the
shareholders entitled to vote at each meeting of shareholders or
any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each. The record, for
a period of ten days prior to such meeting, shall be kept on file
at the principal office of the corporation, whether within or
outside of the state of Colorado, and shall be subject to
inspection by any shareholder for any purpose germane to the
meeting at any time during usual business hours. Such record shall
be produced and kept open at
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the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting
for the purposes thereof.
The original stock transfer books shall be the prima
facie evidence as to who are the shareholders entitled to examine
the record or transfer books or to vote at any meeting of
shareholders.
SECTION 2.8 QUORUM.
A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders, except as
otherwise provided by the Colorado Corporation Code and the
Articles of Incorporation. In the absence of a quorum at any such
meeting, a majority of the shares so represented may adjourn the
meeting from time to time for a period not to exceed sixty days
without further notice. At such adjourned meeting at which a
quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as
originally noticed. The shareholders present at a duly organized
meeting may continue to transact business until adjournment,
notwithstanding the withdrawal during such meeting of that number
of shareholders whose absence would cause there to be less than a
quorum.
SECTION 2.9 MANNER OF ACTING.
If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to
vote on the subject matter shall be the act of the shareholders,
unless the vote of a greater proportion or number or voting by
classes is otherwise required by statute or by the Articles of
Incorporation or these bylaws.
SECTION 2.10 PROXIES.
At all meetings of shareholders a shareholder may vote in
person or by proxy executed in writing by the shareholder or by a
duly authorized attorney-in-fact. Such proxy shall be filed with
the secretary of the corporation before or at the time of the
meeting. No proxy shall be valid after eleven months from the date
of its execution, unless otherwise provided in the proxy.
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SECTION 2.11 VOTING OF SHARES.
Unless otherwise provided by these bylaws or the Articles
of Incorporation, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to vote at a
meeting of shareholders, and each fractional share shall be
entitled to a corresponding fractional vote on each such matter.
SECTION 2.12 VOTING OF SHARES BY CERTAIN SHAREHOLDERS
Shares standing in the name of another corporation may be
voted by such officer, agent or proxy as the bylaws of such
corporation may prescribe, or, in the absence of such provision, as
the board of directors of such other corporation may determine.
Shares standing in the name of a deceased person, a minor
ward or an incompetent person, may be voted by an administrator,
executor, court appointed guardian or conservator, either in person
or by proxy without a transfer of such shares into the name of such
administrator, executor, court appointed guardian or conservator.
Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to
vote shares held by him or her without a transfer of such shares
into his or her name.
Shares standing in the name of a receiver may be voted by
such receiver and shares held by or under the control of a receiver
may be voted by such receiver without the transfer thereof into the
trustee name if authority so to do be contained in an appropriate
order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled
to vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled
to vote the shares so transferred.
Neither shares of its own stock belonging to this
corporation, nor shares of its own stock held by it in a fiduciary
capacity, nor shares of its own stock held by another corporation
if the majority of shares entitled to vote for the election of
directors of such corporation is held by this corporation may be
voted, directly or indirectly, at any
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meeting and shall not be counted in determining the total number of
outstanding shares at any given time.
Redeemable shares which have been called for redemption
shall not be entitled to vote on any matter and shall not be deemed
outstanding shares on and after the date on which written notice of
redemption has been mailed to shareholders and a sum sufficient to
redeem such shares has been deposited with a bank or trust company
with irrevocable instruction and authority to pay the redemption
price to the holders of the shares upon surrender of certificates
therefor.
SECTION 2.13 INFORMAL ACTION BY SHAREHOLDERS.
Any action required or permitted to be taken at a meeting
of the shareholders may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all
of the shareholders entitled to vote with respect to the subject
matter thereof.
SECTION 2.14 VOTING BY BALLOT.
Voting on any question or in any election may be by voice
vote unless the presiding officer shall order or any shareholder
shall demand that voting be by ballot.
SECTION 2.15 CUMULATIVE VOTING.
Cumulative voting shall not be permitted in the election
of officers or directors, or in any other matter.
ARTICLE 3
BOARD OF DIRECTORS
SECTION 3.1 GENERAL POWERS.
The business and affairs of the corporation shall be
managed by its board of directors.
SECTION 3.2 PERFORMANCE OF DUTIES.
A director of the corporation shall perform his or her
duties as a director, including his or her duties as a member of
any committee of the board upon which he or she may serve, in good
faith, in a manner he or she reasonably believes to be in the best
interests of the corporation, and with such
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care as an ordinarily prudent person in a like position would use
under similar circumstances. In performing his or her duties, a
director shall be entitled to rely on information, opinions,
reports, or statements, including financial statements and other
financial data, in each case prepared or presented by persons and
groups listed in paragraphs (a), (b), and (c) of this Section 3.2;
but he or she shall not be considered to be acting in good faith if
he or she has knowledge concerning the matter in question that
would cause such reliance to be unwarranted. A person who so
performs his or her duties shall not have any liability by reason
of being or having been a director of the corporation. Those
persons and groups on whose information, opinions, reports, and
statements a director is entitled to rely upon are:
A. One or more officers or employees of the corporation
whom the director reasonably believes to be reliable and competent
in the matter presented;
B. Counsel, public accountants, or other persons as to
matters which the director reasonably believes to be within such
persons' professional or expert competence; or
C. A committee of the board upon which he or she does
not serve, duly designated in accordance with the provision of the
articles of incorporation or the bylaws, as to matters within its
designated authority, which committee the director reasonably
believes to merit confidence.
SECTION 3.3 NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be not
less than three (3) nor more than seven (7). The number of
directors of the corporation shall be fixed from time to time by
resolution of the board of directors, but in no instance shall
there be less than one director or that number otherwise required
by law. Each director shall hold office until the next annual
meeting of shareholders or until his or her successor shall have
been elected and qualified. Directors need not be residents of the
state of Colorado or shareholders of the corporation.
When shares of the corporation shall become owned
beneficially or of record by one shareholder, the corporation shall
elect at least one director. When the shares of the corporation
shall become owned beneficially or of record by two shareholders,
the corporation shall elect at least two
10
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directors. When the shares of the corporation shall become owned
beneficially or of record by three or more shareholders, the
corporation shall elect at least three directors.
There shall be a chairman of the board, who has been
elected from among the directors. He or she shall preside at all
meetings of the stockholders and of the board of directors. He or
she shall have such other powers and duties as may be prescribed by
the board of directors.
SECTION 3.4 REGULAR MEETINGS.
A regular meeting of the board of directors shall be held
without other notice than this bylaw immediately after, and at the
same place as, the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place, either
within or without the state of Colorado, for the holding of
additional regular meetings without other notice than such
resolution.
SECTION 3.5 SPECIAL MEETINGS.
Special meetings of the board of directors may be called
by or at the request of the president or any two directors. The
person or persons authorized to call special meetings of the board
of directors may fix any place, either within or without the state
of Colorado, as the place for holding any special meeting of the
board of directors called by them.
SECTION 3.6 NOTICE.
Written notice of any special meeting of directors shall
be given as follows:
By mail to each director at his or her business address
at least three days prior to the meeting; or
By personal delivery or telegram at least twenty-four
hours prior to the meeting to the business address of each
director, or in the event such notice is given on a Saturday,
Sunday or holiday, to the residence address of each director. If
mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, so addressed, with postage thereon
prepaid. If notice be given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any
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meeting. The attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the board of
directors need be specified in the notice or waiver of notice of
such meeting.
SECTION 3.7 QUORUM.
A majority of the number of directors fixed by or
pursuant to Section 3.3 of this Article 3 shall constitute a quorum
for the transaction of business at any meeting of the board of
directors, but if less than such majority is present at a meeting,
a majority of the directors present may adjourn the meeting from
time to time without further notice.
SECTION 3.8 MANNER OF ACTING.
Except as otherwise required by law or by the Articles of
Incorporation, the act of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the
board of directors.
SECTION 3.9 INFORMAL ACTION BY DIRECTORS.
Any action required or permitted to be taken by the board
of directors or by a committee thereof at a meeting may be taken
without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the directors or all of the
committee members entitled to vote with respect to the subject
matter thereof.
SECTION 3.10 PARTICIPATION BY ELECTRONIC MEANS.
Any members of the board of directors or any committee
designated by such board may participate in a meeting of the board
of directors or committee by means of telephone conference or
similar communications equipment by which all persons participating
in the meeting can hear each other at the same time. Such
participation shall constitute presence in person at the meeting.
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SECTION 3.11 VACANCIES.
Any vacancy occurring in the board of directors may be
filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the board of directors. A
director elected to fill a vacancy shall be elected for the
unexpired term of his or her predecessor in office. Any
directorship to be filled by reason of an increase in the number of
directors may be filled by election by the board of directors for
a term of office continuing only until the next election of
directors by the shareholders.
SECTION 3.12 RESIGNATION.
Any director of the corporation may resign at any time by
giving written notice to the president or the secretary of the
corporation. The resignation of any director shall take effect
upon receipt of notice thereof or at such later time as shall be
specified in such notice; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make
it effective. When one or more directors shall resign from the
board, effective at a future date, a majority of the directors then
in office, including those who have so resigned, shall have power
to fill such vacancy or vacancies, the vote thereon to take effect
when such resignation or resignations shall become effective.
SECTION 3.13 REMOVAL.
Any director or directors of the corporation may be
removed at any time, with or without cause, in the manner provided
in the Colorado Corporation Code.
SECTION 3.14 COMMITTEES.
By resolution adopted by a majority of the board of
directors, the directors may designate two or more directors to
constitute a committee, any of which shall have such authority in
the management of the corporation as the board of directors shall
designate and as shall be prescribed by the Colorado Corporation
Code.
SECTION 3.15 COMPENSATION.
By resolution of the board of directors and irrespective
of any personal interest of any of the members, each director may
be paid his or her expenses, if any, of
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attendance at each meeting of the board of directors, and may be
paid a stated salary as director or a fixed sum for attendance at
each meeting of the board of directors or both. No such payment
shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.
SECTION 3.16 PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting
of the board of directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken
unless his or her dissent shall be entered in the minutes of the
meeting or unless he or she shall file his or her written dissent
to such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such
dissent by registered mail to the secretary of the corporation
immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such
action.
ARTICLE 4
OFFICERS
SECTION 4.1 NUMBER.
The officers of the corporation shall be a president, a
treasurer and a secretary, each of whom shall be elected by the
board of directors. Such other officers and assistant officers as
may be deemed necessary may be elected or appointed by the board of
directors. Any two or more offices may be held by the same person,
except the offices of president and secretary.
SECTION 4.2 ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the
board of directors shall be elected annually by the board of
directors at the first meeting of the board of directors held after
the annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election shall be
held as soon thereafter as practicable. Each officer shall hold
office until his or her successor shall have been duly elected and
shall have qualified or until his or her death or until he or she
shall resign or shall have been removed in the manner hereinafter
provided.
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SECTION 4.3 REMOVAL.
Any officer or agent may be removed by the board of
directors whenever in its judgment the best interests of the
corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent shall not
of itself create contract rights.
SECTION 4.4 VACANCIES.
A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.
SECTION 4.5 PRESIDENT.
The president, subject to the control of the board of
directors, shall in general supervise and control all of the
business and affairs of the corporation. He or she shall, when
present, and in the absence of a chairman of the board, preside at
all meetings of the shareholders and of the board of directors. He
or she may sign, with the secretary or any other proper officer of
the corporation thereunto authorized by the board of directors,
certificates for shares of the corporation and deeds, mortgages,
bonds, contracts, or other instruments which the board of directors
has authorized to be executed, excepted in cases where the signing
and execution thereof shall be expressly delegated by the board of
directors or by these bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or
executed; and in general shall perform all duties incident to the
office of president and such other duties as may be prescribed by
the board of directors from time to time.
SECTION 4.6 VICE PRESIDENT.
If elected or appointed by the board of directors, the
vice president (or in the event there be more than one vice
president, the vice presidents in the order designated at the time
of their election, or in the absence of any designation, then in
the order of their election) shall, in the absence of the president
or in the event of his or her death, inability or refusal to act,
perform all duties of the president, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the
president. Any vice president may
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sign, with the treasurer or an assistant treasurer or the secretary
or an assistant secretary, certificates for shares of the
corporation; and shall perform such other duties as from time to
time may be assigned to him or her by the president or by the board
of directors.
SECTION 4.7 SECRETARY.
The secretary shall: (a) keep the minutes of the
proceedings of the shareholders and of the board of directors in
one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these
bylaws or as required by law; (c) be custodian of the corporate
records and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents the execution of which
on behalf of the corporation under its seal is duly authorized; (d)
keep a register of the post office address of each shareholder
which shall be furnished to the secretary by such shareholder; (e)
sign with the chairman or vice chairman of the board of directors,
or the president, or a vice president, certificates for shares of
the corporation, the issuance of which shall have been authorized
by resolution of the board of directors; (f) have general charge of
the stock transfer books of the corporation; and (g) in general
perform all duties incident to the office of secretary and such
other duties as from time to time may be assigned to him or her by
the president or by the board of directors.
SECTION 4.8 TREASURER.
The treasurer shall: (a) have charge and custody of and
be responsible for all funds and securities of the corporation; (b)
receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, and deposit all such moneys
in the name of the corporation in such banks, trust companies or
other depositories as shall be selected in accordance with the
provisions of Article 5 of these bylaws; and (c) in general perform
all of the duties incident to the office of treasurer and such
other duties as from time to time may be assigned to him or her by
the president or by the board of directors.
SECTION 4.9 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.
The assistant secretaries, when authorized by the board
of directors, may sign with the chairman or vice chairman of the
board of directors or the president or a vice president
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certificates for shares of the corporation the issuance of which
shall have been authorized by a resolution of the board of
directors. The assistant secretaries and assistant treasurers, in
general, shall perform such duties as shall be assigned to them by
the secretary or the treasurer, respectively, or by the president
or the board of directors.
SECTION 4.10 BONDS.
If the board of directors by resolution shall so require,
any officer or agent of the corporation shall give bond to the
corporation in such amount and with such surety as the board of
directors may deem sufficient, conditioned upon the faithful
performance of their respective duties and offices.
SECTION 4.11 SALARIES.
The salaries of the officers shall be fixed from time to
time by the board of directors and no officer shall be prevented
from receiving such salary by reason of the fact that he or she is
also a director of the corporation.
ARTICLE 5
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 5.1 CONTRACTS.
The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to
specific instances.
SECTION 5.2 LOANS.
No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such
authority may be general or confined to specific instances.
SECTION 5.3 CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the
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name of the corporation shall be signed by such officer or
officers, agent or agents of the corporation and in such manner as
shall from time to time be determined by resolution of the board of
directors.
SECTION 5.4 DEPOSITS.
All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in
such banks, trust companies or other depositories as the board of
directors may select.
ARTICLE 6
SHARES, CERTIFICATES FOR SHARES AND TRANSFER OF SHARES
SECTION 6.1 REGULATION.
The board of directors may make such rules and
regulations as it may deem appropriate concerning the issuance,
transfer and registration of certificates for shares of the
corporation, including the appointment of transfer agents and
registrars.
SECTION 6.2 CERTIFICATES FOR SHARES.
Certificates representing shares of the corporation shall
be respectively numbered serially for each class of shares, or
series thereof, as they are issued, shall be impressed with the
corporate seal or a facsimile thereof, and shall be signed by the
chairman or vice-chairman of the board of directors or by the
president or a vice president and by the treasurer or an assistant
treasurer or by the secretary or an assistant secretary; provided
that such signatures may be facsimile if the certificate is
counter-signed by a transfer agent, or registered by a registrar
other than the corporation itself or its employee. Each certificate
shall state the name of the corporation, the fact that the
corporation is organized or incorporated under the laws of the
state of Colorado, the name of the person to whom issued, the date
of issue, the class (or series of any class), the number of shares
represented thereby and the par value of the shares represented
thereby or a statement that such shares are without par value. A
statement of the designations, preferences, qualifications,
limitations, restrictions and special or relative rights of the
shares of each class shall be set forth in full or summarized on
the face or back of the certificates which the corporation
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shall issue, or in lieu thereof, the certificate may set forth that
such a statement or summary will be furnished to any shareholder
upon request without charge. Each certificate shall be otherwise
in such form as may be prescribed by the board of directors and as
shall conform to the rules of any stock exchange on which the
shares may be listed.
The corporation shall not issue certificates representing
fractional shares and shall not be obligated to make any transfers
creating a fractional interest in a share of stock. The
corporation may, but shall not be obligated to, issue scrip in lieu
of any fractional shares, such scrip to have terms and conditions
specified by the board of directors.
SECTION 6.3 CANCELLATION OF CERTIFICATES.
All certificates surrendered to the corporation for
transfer shall be canceled and no new certificates shall be issued
in lieu thereof until the former certificate for a like number of
shares shall have been surrendered and canceled, except as herein
provided with respect to lost, stolen or destroyed certificates.
SECTION 6.4 LOST, STOLEN OR DESTROYED CERTIFICATES.
Any shareholder claiming that his or her certificate for
shares is lost, stolen or destroyed may make an affidavit or
affirmation of that fact and lodge the same with the secretary of
the corporation, accompanied by a signed application for a new
certificate. Thereupon, and upon the giving of a satisfactory bond
of indemnity to the corporation not exceeding an amount double the
value of the shares as represented by such certificate (the
necessity for such bond and the amount required to be determined by
the president and treasurer of the corporation), a new certificate
may be issued of the same tenor and representing the same number,
class and series of shares as were represented by the certificate
alleged to be lost, stolen or destroyed.
SECTION 6.5 TRANSFER OF SHARES.
Subject to the terms of any shareholder agreement
relating to the transfer of shares or other transfer restrictions
contained in the Articles of Incorporation or authorized therein,
shares of the corporation shall be transferable on the books of the
corporation by the holder thereof in person or by his or her duly
authorized attorney,
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upon the surrender and cancellation of a certificate or
certificates for a like number of shares. Upon presentation and
surrender of a certificate for shares properly endorsed and payment
of all taxes therefor, the transferee shall be entitled to a new
certificate or certificates in lieu thereof. As against the
corporation, a transfer of shares can be made only on the books of
the corporation and in the manner hereinabove provided, and the
corporation shall be entitled to treat the holder of record of any
share as the owner thereof and shall not be bound to recognize any
equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the statutes of the
state of Colorado.
ARTICLE 7
FISCAL YEAR
The fiscal year of the corporation shall end on the last
day of December in each calendar year.
ARTICLE 8
DIVIDENDS
The board of directors may from time to time declare, and
the corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and its
Articles of Incorporation.
ARTICLE 9
CORPORATE SEAL
The board of directors shall provide a corporate seal
which shall be circular in form and shall have inscribed thereon
the name of the corporation and the state of incorporation and the
words "CORPORATE SEAL."
ARTICLE 10
WAIVER OF NOTICE
Whenever any notice is required to be given under the
provisions of these bylaws or under the provisions of the Articles
of Incorporation or under the provisions of the Colorado
Corporation Code, or otherwise, a waiver thereof in
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writing, signed by the person or persons entitled to such notice,
whether before or after the event or other circumstance requiring
such notice, shall be deemed equivalent to the giving of such
notice.
ARTICLE 11
AMENDMENTS
These bylaws may be altered, amended or repealed and new
bylaws may be adopted by a majority of the directors present at any
meeting of the board of directors of the corporation at which a
quorum is present.
ARTICLE 12
EXECUTIVE COMMITTEE
SECTION 12.1 APPOINTMENT.
The board of directors by resolution adopted by a
majority of the full board, may designate two or more of its
members to constitute an executive committee. The designation of
such committee and the delegation thereto of authority shall not
operate to relieve the board of directors, or any member thereof,
of any responsibility imposed by law.
SECTION 12.2 AUTHORITY.
The executive committee, when the board of directors is
not in session, shall have and may exercise all of the authority of
the board of directors except to the extent, if any, that such
authority shall be limited by the resolution appointing the
executive committee and except also that the executive committee
shall not have the authority of the board of directors in reference
to amending the Articles of Incorporation, adopting a plan of
merger or consolidation, recommending to the shareholders the sale,
lease or other disposition of all or substantially all of the
property and assets of the corporation otherwise than in the usual
and regular course of its business, recommending to the
shareholders a voluntary dissolution of the corporation or a
revocation thereof, or amending the bylaws of the corporation.
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SECTION 12.3 TENURE AND QUALIFICATIONS.
Each member of the executive committee shall hold office
until the next regular annual meeting of the board of directors
following his or her designation and until his or her successor is
designated as a member of the executive committee and is elected
and qualified.
SECTION 12.4 MEETINGS.
Regular meetings of the executive committee may be held
without notice at such time and places as the executive committee
may fix from time to time by resolution. Special meetings of the
executive committee may be called by any member thereof upon not
less than one day's notice stating the place, date and hour of the
meeting, which notice may be written or oral, and if mailed, shall
be deemed to be delivered when deposited in the United States mail
addressed to the member of the executive committee at his or her
business address. Any member of the executive committee may waive
notice of any meeting and no notice of any meeting need be given to
any member thereof who attends in person. The notice of a meeting
of the executive committee need not state the business proposed to
be transacted at the meeting.
SECTION 12.5 QUORUM.
A majority of the members of the executive committee
shall constitute a quorum for the transaction of business at any
meeting thereof, and action of the executive committee must be
authorized by the affirmative vote of a majority of the members
present at a meeting at which a quorum is present.
SECTION 12.6 INFORMAL ACTION BY EXECUTIVE COMMITTEE.
Any action required or permitted to be taken by the
executive committee at a meeting may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be
signed by all of the directors entitled to vote with respect to the
subject matter thereof.
SECTION 12.7 VACANCIES.
Any vacancy in the executive committee may be filled by
a resolution adopted by a majority of the full board of directors.
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SECTION 12.8 RESIGNATIONS AND REMOVAL.
Any member of the executive committee may be removed at
any time with or without cause by resolution adopted by a majority
of the full board of directors. Any member of the executive
committee may resign from the executive committee at any time by
giving written notice to the president or secretary of the
corporation, and unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
SECTION 12.9 PROCEDURE.
The executive committee shall elect a presiding officer
from its members and may fix its own rules of procedure which shall
not be inconsistent with these bylaws. It shall keep regular
minutes of its proceedings and report the same to the board of
directors for its information at the meeting thereof held next
after the proceedings shall have been taken.
ARTICLE 13
EMERGENCY BYLAWS
The emergency bylaws provided in this Article 13 shall be
operative during any emergency in the conduct of the business of
the corporation resulting from an attack on the United States or
any nuclear or atomic disaster, notwithstanding any different
provision in the preceding articles of the bylaws or in the
Articles of Incorporation of the corporation or in the Colorado
Corporation Code. To the extent not inconsistent with the
provisions of this Article, the bylaws provided in the preceding
articles shall remain in effect during such emergency and upon its
termination the emergency bylaws shall cease to be operative.
During any such emergency:
A. A meeting of the board of directors may be called by
any officer or director of the corporation. Notice of the time and
place of the meeting shall be given by the person calling the
meeting to such of the directors as it may be feasible to reach by
any available means of communication. Such notice shall be given
at such time in advance of the meeting as circumstances permit in
the judgment of the person calling the meeting.
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B. At any such meeting of the board of directors, a
quorum shall consist of the number of directors in attendance at
such meeting.
C. The board of directors, either before or during any
such emergency, may, effective in the emergency, change the
principal office or designate several alternative principal offices
or regional offices, or authorize the officers so to do.
D. The board of directors, either before or during any
such emergency, may provide, and from time to time modify, lines of
succession in the event that during such an emergency any or all
officers or agents of the corporation shall for any reason be
rendered incapable of discharging their duties.
E. No officer, director or employee acting in accordance
with these emergency bylaws shall be liable except for willful
misconduct.
F. These emergency bylaws shall be subject to repeal or
change by further action of the board of directors or by action of
the shareholders, but no such repeal or change shall modify the
provisions of the next preceding paragraph with regard to action
taken prior to the time of such repeal or change. Any amendment of
these emergency bylaws may make any further or different provision
that may be practical and necessary for the circumstances of the
emergency.
CERTIFICATE
I hereby certify that the foregoing bylaws, consisting of
24 pages, including this page, constitute the bylaws of TARCYN
CORPORATION, adopted by the board of directors of the corporation
as of March 18, 1993.
s/Darlene D. Kell
----------------------------
Darlene D. Kell, Secretary
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<PAGE>
Tarcyn Corporation
-------------------------------
EXHIBIT 4.1
-------------------------------
FORM OF
SHAREHOLDER LOCK-UP LETTER
-------------------------------
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<PAGE>
, 1997
Board of Directors
Tarcyn Corporation
2851 S. Parker Road
Suite 720
Aurora, Colorado 80014
Gentlemen:
The undersigned, a beneficial owner of the common stock of
Tarcyn Corporation (the "Company"), no par value per share (the
"Common Stock"), understands that the Company has filed with the
U.S. Securities and Exchange Commission a registration statement on
Form 10-SB (File No. ) (the "Registration
Statement"), for the registration of the Company's Common Stock.
As part of the disclosure included in the Registration Statement,
the Company has affirmatively stated that there will be no trading
of the Company's securities until such time as the Company
successfully implements its business plan as described in such
Registration Statement, consummating a merger or acquisition.
In order to insure that the aforesaid disclosure is adhered
to, the undersigned agrees, for the benefit of the Company, that
he/she will not offer to sell, assign, pledge, hypothecate, grant
any option for the sale of, or otherwise dispose of, directly or
indirectly, any shares of the Common Stock of the Company owned by
him/her, or subsequently acquired through the exercise of any
options, warrants or rights, or conversion of any other security,
grant options, rights or warrants with respect to any such shares
of Common Stock, until the Company successfully closes a merger or
acquisition. Furthermore, the undersigned will permit all
certificates evidencing his/her shares to be endorsed with the
appropriate restrictive legends and will consent to the placement
of appropriate stop transfer orders with the transfer agent of the
Company.
Very truly yours,
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
[Signature of Holder]
________________________________
[Please Print Name(s)]
________________________________
[Number of Shares of Common
Stock Owned]
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<PAGE>
Tarcyn Corporation
-----------------------------
EXHIBIT 23.1
-----------------------------
CONSENT OF KISH, LEAKE &
ASSOCIATES, CPA
-----------------------------
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<PAGE>
KISH, LEAKE & ASSOCIATES, P.C.
Certified Public Accountants
J.D. Kish, C.P.A., M.B.A. 7901 E. Belleview Ave., Suite 220
James D. Leake, C.P.A., M.T. Englewood, Colorado 80111
Telephone (303) 779-5006
Arleen R. Brogan, C.P.A. Facsimile (303) 779-5724
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the use in this Form 10-SB of our report dated
May 9, 1997, relating to the financial statements of Tarcyn
Corporation for the fiscal years ended March 31, 1997 and March 31,
1996, and the period March 18, 1993 (inception) to March 31, 1997.
s/Kish, Leake and Associates, P.C.
Kish, Leake and Associates, P.C.
Certified Public Accountants
May 22, 1997
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<PAGE>
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.
Tarcyn Corporation
(Registrant)
Date: May 22, 1997
By:/s/ Andrew I. Telsey
Andrew I. Telsey,
President
80
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED MARCH 31, 1997, AND IS QUALIFIED
IN ITS ENTIRETY BY RERFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> MAR-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> (500)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
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</TABLE>
