As filed with the
Securities and Exchange Commission on September 15, 1997.
Registration No.
===================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CENTURY INVESTMENTS INTERNATIONAL INC.
---------------------------------
(Exact Name of registrant as specified in its charter)
Delaware 52-2051280 6719
- ------------- ------------ -----------
(State or other (IRS Employer Primary
jurisdiction of Identification Industrial
incorporation or organization) Number) classification
Code Number)
------------
1201 4th Avenue South, Suite 312
Seattle, Washington 98134
206/224-4433
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Bertha Huen, President
Century Investments International, Inc.
1201 4th Avenue South, Suite 312
Seattle, Washington 98134
206/224-4433
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to: Cassidy & Associates, 1504 R Street, N.W.
Washington, D.C. 20009, 202/387-5400
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of Each Maximum Maximum
Class of Amount to Offering Aggregate Amount of
Securities to be be Regis- Price Per Offering Registra-
Registration tered(1) Share(2) Price tion Fee
<S> <C> <C> <C> <C>
Shares of Common 1,000,000 $(1) $(1) $100(3)
Stock, $.0001
par value
Common Stock 1,000,000
Purchase Warrants
Shares of Common 1,000,000 $.0001 $100 $1
Stock underlying
Warrants
Shares of Common 500,000 $.0001 $50 $1
Stock Held by
Selling
Shareholders
Total $102
</TABLE>
(1) There is no current market for the shares and the dollar amount of
the shares to be registered is de minimis based upon the estimated
per share book value ($.0001).
(2) Estimated solely for the purpose of calculating the registration fee
based on Rule 457(f)(2).
(3) Minimum filing amount.
(4) Paid by electronic transfer.<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-1 (the
"Registration Statement") under the Securities Act with respect to the
securities offered hereby. This Prospectus does not contain all the
information contained in the Registration Statement. For further
information regarding the Company and the securities offered hereby,
reference is made to the Registration Statement, including all exhibits and
schedules thereto, which may be inspected without charge at the public
reference facilities of the Commission's Washington, D.C. office, 450 Fifth
Street, N.W., Washington, D.C. 20549. Each statement contained in this
Prospectus with respect to a document filed as an exhibit to the Registration
Statement is qualified by reference to the exhibit for its complete terms and
conditions.
The Company will be subject to the informational requirements of
the Securities Exchange Act of 1934 ("Exchange Act") and in accordance
therewith will file reports and other information with the Commission.
Reports, proxy statements and other information filed by the Company can
be inspected and copied on the Commission's home page on the World
Wide Web at http://www.sec.gov or at the public reference facilities of the
Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, as well as the following Regional Offices: 7 World Trade Center,
Suite 1300, New York, N.Y. 10048; and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois. 60661-2511. Such material
can also be inspected at the New York, Boston, Midwest, Pacific and
Philadelphia Stock Exchanges. Copies can be obtained from the
Commission by mail at prescribed rates. Request should be directed to the
Commission's Public Reference Section, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549.
The Company intends to furnish its stockholders with annual reports
containing audited financial statements and such other reports as may be
required by law.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION
STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY
TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES
THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER
BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
[Legend for Red Herring Prospectuses]
The information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state.
<PAGE>
PROSPECTUS
CENTURY INVESTMENTS INTERNATIONAL INC.
1,000,000 Shares of Common Stock; 500,000 Shares
of Common Stock to be Sold by the Holders Thereof;
1,000,000 Common Stock Purchase Warrants to be Sold by the Holders
thereof; and 1,000,000 Shares of Common Stock underlying such Warrants
This Prospectus is being furnished by Century Investments
International Inc., a Delaware corporation, (the "Company") in connection
with the registration of 1,000,000 shares of Common Stock of the
Company, $.0001 par value per share (the "Company Shares"); 500,000
shares of Common Stock of the Company held by certain shareholders (the
"Selling Securityholders Shares") of the Company (the "Selling
Securityholders"), warrants to purchase 1,000,000 shares of Common Stock
of the Company held by the Selling Securityholders (the "Warrants"); and
1,000,000 shares of Common Stock underlying such Warrants. (The
Selling Securityholders' Shares and the Company Shares are hereinafter
referred to collectively as the "Shares"). SEE "PROSPECTUS
SUMMARY."
Each Warrant will entitle the holder to purchase one share of the
Company's common stock at a price equal to 75% of the average closing
inside bid of the Common Stock on the last business day prior to the
exercise thereof for an exercise period of two years commencing on the date
of effectiveness of this Registration Statement. The Warrants will be
callable on thirty days notice by the Company at a redemption price of
$.0001 per Warrant, unless exercised by the holder during the call period.
The Warrants are detachable from the Common Stock in regard to which
they are issued, and will trade separately from the Common Stock. SEE
"DESCRIPTION OF SECURITIES."
It is currently anticipated that the initial offering price of the
Company Shares offered hereby will be $______ per Company Share. The
offering price of the Company Shares was determined arbitrarily by the
Company and is not necessarily related to asset or book value, net worth or
any other established criteria of value. There is no current public trading
market for the Shares. All costs incurred in the registration of the
Company Shares, the Warrants and the Selling Securityholders' Shares are
being borne by the Company.
The Registration Statement of which this Prospectus is a part also
relates to 500,000 Selling Securityholders' Shares, 1,000,000 Warrants and
the 1,000,000 shares of Common Stock underlying such Warrants which are
being offered and sold by the respective holders thereof (the "Selling
Securityholders"). The securities being offered by Selling Securityholders
are expected to become tradeable on or about the date of this Prospectus.
Sales of the securities being offered by Selling Securityholders, or even the
potential of such sales, may likely have an adverse effect on the market
prices of the Company Shares being offered by the Company. The Selling
Securityholders will receive the proceeds from the sale of the securities
being offered by Selling Securityholders. The Company will not receive
any of the proceeds from such sales. The Selling Securityholders, directly
or through agents, dealers or representatives to be designated from time to
time, may sell their securities on terms to be determined at the time of sale.
SEE "PLAN OF DISTRIBUTION." The Selling Securityholders reserve
the sole right to accept or reject, in whole or in part, any proposed purchase
of the Selling Securityholders' Shares being offered by them pursuant
hereto.
The Company is a recently formed Delaware corporation, without
business investments, operations or revenues, and with limited capital. SEE
"THE COMPANY." The proposed operations of the Company are
speculative. Given the nature of the offering, purchasers of the Shares
cannot be assured that the number of shareholders will increase to a number
which will encourage market activity. SEE "RISK FACTORS--Absence of
Trading Market."
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" CONTAINED IN THIS PROSPECTUS
BEGINNING ON PAGE 6.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Price Underwriting Proceeds to
to Discounts and Company or
Public Commissions Other Persons
<S> <C> <C> <C>
1,000,000 shares $- -0- $
of Common Stock
Total $ $
</TABLE>
The date of this Prospectus is September ____, 1997.<PAGE>
CERTAIN SECURITIES DESCRIBED HEREIN ARE OFFERED
BY THE SELLING SHAREHOLDERS SUBJECT TO PRIOR SALE,
WITHDRAWAL, CANCELLATION OR MODIFICATION OF THE
OFFERING, WITHOUT NOTICE. IN ADDITION, THE RIGHT IS
RESERVED TO CANCEL ANY CONFIRMATION OF SALE EVEN IF
THE PURCHASE PRICE HAS BEEN PAID, IF IN THE OPINION OF
THE COMPANY OR ANY PARTICIPATING BROKER-DEALER,
COMPLETION OF SUCH SALE WOULD VIOLATE FEDERAL OR
STATE SECURITIES LAWS OR A RULE OR POLICY OF THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
FOLLOWING THE COMPLETION OF THIS OFFERING,
CERTAIN BROKER-DEALERS MAY BE THE PRINCIPAL
MARKETMAKERS FOR THE SECURITIES OFFERED HEREBY.
UNDER THESE CIRCUMSTANCES, THE MARKET BID AND ASKED
PRICES FOR THE SECURITIES MAY BE SIGNIFICANTLY
INFLUENCED BY DECISIONS OF THE MARKETMAKERS TO BUY
OR SELL THE SECURITIES FOR THEIR OWN ACCOUNT. NO
ASSURANCE CAN BE GIVEN THAT ANY MARKETMAKING
ACTIVITIES OF THE MARKETMAKERS, IF COMMENCED, WILL BE
CONTINUED.
FOR A PERIOD OF AT LEAST ONE YEAR FOLLOWING
CLOSING OF THIS OFFERING, THE COMPANY WILL BE
REQUIRED BY THE SECURITIES EXCHANGE ACT OF 1934 TO FILE
PERIODIC REPORTS AND OTHER INFORMATION WITH THE
SECURITIES AND EXCHANGE COMMISSION. SUCH MATERIAL
MAY BE INSPECTED AT THE COMMISSION'S PRINCIPAL OFFICES
AT JUDICIARY PLAZA, 450 FIFTH STREET, N.W. WASHINGTON,
D.C. 20459 AND COPIES MAY BE OBTAINED ON PAYMENT OF
CERTAIN FEES PRESCRIBED BY THE COMMISSION. THE
COMPANY WILL FURNISH TO HOLDERS OF ITS COMMON STOCK
ANNUAL REPORTS CONTAINING AUDITED FINANCIAL
STATEMENTS EXAMINED AND REPORTED UPON, AND WITH AN
OPINION EXPRESSED BY AN INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANT. THE COMPANY MAY ISSUE OTHER UNAUDITED
INTERIM REPORTS TO ITS SHAREHOLDERS AS IT DEEMS
APPROPRIATE.<PAGE>
PROSPECTUS SUMMARY
The following is a summary of certain information contained
elsewhere in this Prospectus. Reference is made to, and this summary is
qualified by, the more detailed information set forth in this Prospectus,
which should be read in its entirety.
The Company Century Investments International Inc. is a
development stage corporation incorporated in
Delaware on August 8, 1997.
The Offering The Company has no business operations, limited
assets and no revenues. The Company plans to
research and acquire or develop income producing
properties in the Far East including China, South
Korea, and elsewhere, including the United States.
SEE "DESCRIPTION OF BUSINESS - Plan of
Operation." The Company intends to sell the
developed properties or to manage such properties as
it determines. The Company intends to raise capital
for its acquisitions through debt obligations such as
mortgages, debentures, private placements and/or
investor's equity and future stock offerings.
Transfer Agent The Company will initially act as transfer agent for
the Shares. See "DESCRIPTION OF SECURITIES --
Transfer Agent and Registrar."
Selling Securityholders
Securities 500,000 Shares of Common Stock registered hereby
and owned by Selling Securityholders, Warrants to
purchase 1,000,000 shares of Common Stock and the
1,000,000 shares of Common Stock underlying such
Warrants to be offered for sale by such
securityholders subject to certain limitations. SEE
"SELLING SECURITYHOLDERS." The Selling
Securityholders' Shares constitute an aggregate of 5%
of the issued and outstanding Common Stock of the
Company as of the date hereof.
Trading Market The Company is applying for admission to quotation
of the Shares on the OTC Bulletin Board and intends
to apply for listing on the Nasdaq SmallCap Market as
soon as it qualifies. However, there can be no
assurance that the Shares will be so listed. SEE
"RISK FACTORS -- Absence of Trading Markets"
and "DESCRIPTION OF SECURITIES - Admission
to Quotation on Nasdaq SmallCap Market or Bulletin
Board".
SELECTED FINANCIAL DATA
The following table sets forth selected financial information
concerning the Company as of August 31, 1997:
Balance Sheet Data:
Current assets $ 1,000
Total assets $ 1,000
Stockholders' equity (deficit) $ 1,000
The selected financial data above is a summary only and has been
derived from and is qualified in its entirety by reference to the Company's
financial statements and the report related thereto of John MacLean,
Certified Public Accountant, included elsewhere in this Prospectus. SEE
"EXPERTS" and "FINANCIAL STATEMENTS."
THE COMPANY
The Company, a development stage company, was incorporated in
the State of Delaware on August 8, 1997. The Company has had no
operations to date and has received no revenues. The Company was
organized to engage in the acquisition, construction, operation and sale of
commercial and industrial properties including those which are to be
developed, under development or construction, are newly constructed or
have been constructed and have operating histories. The Company will
concentrate on properties located in the Far East including China, Hong
Kong, South Korea as well countries located elsewhere, including the
United States. Decisions as to what type and which business opportunities
to participate in will be made by management of the Company
("Management"), which may, in most cases pursuant to the Company's by-
laws and Articles of Incorporation and the Delaware General Corporation
Law, act without the consent, vote or approval of the Company's
shareholders. The Company does not own and Management has not
selected or specified any properties as of the date hereof and the offering
herein is considered a "blind pool".
EMPLOYEES
The Company presently has two officers and no other employees. The
Company does not expect to hire any employees before acquisition of
Income Properties.
OFFICES
The United States offices of the Company are located at 1201 4th
Avenue South, Suite 312, Seattle, Washington 98134. Its telephone number
is 206/224-4433 and its fax number is 206/682-3272.
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE IN
NATURE AND INVOLVE A HIGH DEGREE OF RISK. THE
SECURITIES OFFERED HEREBY SHOULD BE PURCHASED ONLY
BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE
INVESTMENT. THEREFORE, EACH PROSPECTIVE INVESTOR
SHOULD, PRIOR TO PURCHASE, CONSIDER VERY CAREFULLY
THE FOLLOWING RISK FACTORS, AS WELL AS ALL OF THE
OTHER INFORMATION SET FORTH ELSEWHERE IN THIS
PROSPECTUS AND THE INFORMATION CONTAINED IN THE
FINANCIAL STATEMENTS, INCLUDING ALL NOTES THERETO.
RISK FACTORS CONCERNING THE COMPANY'S BUSINESS
NO OPERATING HISTORY
The Company, organized on August 8, 1997, is a development stage
company, has not begun operations as of the date of this Prospectus. The
Company has no operating history and, accordingly, there is only a limited
basis upon which to evaluate its prospects for achieving its intended
business objectives. To date, the Company's efforts have been limited to
organizational activities and the preparation of the Registration Statement of
which this Prospectus is a part. The Company has limited resources and
has had no revenues to date.
Company's proposed operations are subject to all of the risks
inherent in the establishment of a new business enterprise, including the
absence of an operating history. The likelihood of the success of the
Company must be considered in light of the problems, expenses,
difficulties, complications and delays frequently encountered in connection
with a new business and the competitive environment in which the Company
will operate. No assurance can be given that the operations of the
Company will result in any revenues or that the Company will be profitable.
SEE "BUSINESS."
UNSPECIFIED BUSINESS
Shareholders of the Company will not have an opportunity to
evaluate the specific merits or risks of any prospective real estate
investment of the Company. As a result, investors will be dependent on the
judgment of Management in connection with the selection of the properties
to be acquired or developed. There can be no assurance that determinations
ultimately made by Management will permit the Company to achieve its
business objectives. The number of properties that the Company will
acquire and the diversification of its investments may be dependent on the
amount of proceeds raised herein and will be reduced if less than the full
amount of the offering is raised. Lack of diversification of the investments
will have the effect of increasing the risks associated with an investment in
the Shares.
DEPENDENCE UPON MANAGEMENT
The ability of the Company to successfully effect its business
objectives and to acquire and develop real estate properties will be largely
dependent upon the efforts of its Management including Ms. Bertha Huen
and Mr. Alan Kwong. All decisions with respect to the management of the
Company and selection of real estate investments will be made exclusively
by Management. Shareholders will not have the opportunity to evaluate the
properties that the Company will acquire and must rely on the ability of
Management with respect to the acquisition of properties. See
"MANAGEMENT". The Company has not entered into employment
agreement or other understanding with key executives or obtained any "key
man" life insurance on their lives. The loss of the services of such key
executives could have a material adverse effect on the Company's ability to
successfully achieve its business objectives. Management will devote such
time as reasonably necessary to carry out the business and affairs of the
Company.
CONFLICTS OF INTEREST
Officers and/or directors of the Company and other persons that may
be associated with the Company may be engaged in business activities with
objectives similar to the Company or involved in real estate projects. In
such event, such executives may have a conflict of interest in selecting the
real estate investment for the Company. In addition, key executives may be
involved in other business activities which may cause conflicts of interest in
allocating time between the Company and such other activities. It is
possible that business opportunities suitable for the other business interests
of Management may pose a conflict of interest in determining whether these
opportunities are also suitable for the Company. The Company is unaware
of any such conflicts at present and has no information to indicate that such
conflicts are likely to arise in the near future. In general, officers and
directors of a corporation incorporated under the laws of the State of
Delaware are required to present certain business opportunities to such
corporation. Accordingly, as a result of multiple business affiliations,
certain of the Company's directors and its executive officers may have
similar legal obligations to present certain business opportunities to other
entities. There can be no assurance that any of the foregoing conflicts, if
such conflicts arise, will be resolved in favor of the Company.
CONTROL BY PRESENT STOCKHOLDERS
Following the offering (assuming no exercise of the Warrants),
Management will own approximately 89% of the issued and outstanding
Common Stock. Accordingly, Management will be in a position to elect all
of the Company's directors, approve amendments to its Certificate of
Incorporation, and otherwise direct the affairs of the Company. SEE
"DESCRIPTION OF SECURITIES".
NO PRIOR REAL ESTATE INDUSTRY EXPERIENCE
The Company's Management has limited experience in owning,
constructing, developing or managing properties, including such commercial
or industrial properties as contemplated for acquisition by the Company.
Although the Company plans to hire consultants, and professional operating
services, there can be no assurance that these outside services will enable
the Company to exercise the professional level of management appropriate
to its proposed operations. SEE "BUSINESS" and "MANAGEMENT."
USE OF CONSULTANTS, FINDERS AND ADVISORS
The Company may engage professional firms specializing in locating
real estate investment prospects. Compensation to a professional acquisition
firm may take various forms, including fixed cash payments, payments
based on a percentage of revenues or product sales volume, payments
involving issuance of equity securities or any combination of these or other
compensation arrangements. In connection with its investigation of a real
estate prospect and in order to supplement the business experience of
Management, the Company may employ accountants, technical experts,
appraisers, attorneys, or other consultants or advisors. Furthermore, it is
anticipated that such persons may be engaged by the Company on an
independent basis without a continuing fiduciary or other obligation to the
Company. The Company will not employ any of its officers or directors as
consultants or advisors. As of the date of this Prospectus, the Company has
not entered into any agreements with any professional firms.
NEED FOR ADDITIONAL FINANCING
The number of properties and diversification thereof is directly
related to the amount of capital raised by the offering. The amount of
proceeds offered herein may not be sufficient to meet the Company's
anticipated plans for its development and the Company may seek additional
sources of capital, including an additional offering of its securities. There
can be no assurance that financing will be available, from any source, or
that it will be available on acceptable terms to the Company, or that any
future offering of securities will be successful. The Company could suffer
adverse consequences if it is unable to obtain additional capital when
needed. SEE "BUSINESS."
COMPETITION
The Company will be a relatively small participant in the
commercial real estate industry and it will face competition from well
financed entities already established and actively engaged in related or
identical projects to those in which the Company plans to participate. Many
of such entities have significantly greater financial resources, technical
expertise and managerial capabilities than the Company and, consequently,
the Company may be at a competitive disadvantage. See "DESCRIPTION
OF BUSINESS - Competition."
ISSUANCE OF FUTURE SHARES
The Certificate of Incorporation of the Company authorizes the
issuance of a maximum of 100,000,000 shares of Common Stock, $.0001
par value and 20,000,000 shares of "blank check" preferred stock. As of
the date hereof there are 10,000,000 shares of Common Stock outstanding
and no shares of preferred stock outstanding. The future issuance of all or
part of the remaining authorized Common Stock may result in substantial
dilution in the percentage of the Company's Common Stock held by the
Company's then existing shareholders. Moreover, any Common Stock
issued in the future may be valued on an arbitrary basis by the Company.
The issuance of Company's shares for future acquisitions may have the
effect of diluting the value of shares held by investors, and might have an
adverse effect on any trading market, should a trading market develop for
the Company's shares. SEE "BUSINESS - Acquisition of Income
Properties."
LACK OF DIVIDENDS
Should the proposed operations of the Company be profitable, it is
likely that the Company would retain much or all of its earnings in order to
finance future growth and expansion. The Company has not and does not
presently intend to pay dividends and dividends are unlikely to be paid in
the foreseeable future.
FACTORS BEYOND THE COMPANY'S CONTROL
Numerous conditions beyond the Company's control may
substantially affect its success. Such conditions include, but are not limited
to, fluctuations in operating revenues, rental rates, weather conditions,
travel and touring preferences, political unrest, as well as competition from
other tourist oriented businesses.
RISK FACTORS CONCERNING THE OFFERING
ABSENCE OF TRADING MARKET
There is currently no established public trading market for the
Shares. The Company intends to apply for admission to quotation of the
Shares on the OTC Bulletin Board and, when qualified it intends to apply
for admission to quotation on the Nasdaq SmallCap Market. SEE
"DESCRIPTION OF SECURITIES". The Company has no business
operations, investments or revenues, and there can be no assurance that
such a listing can be obtained or will be obtained once operations and
revenues have begun. There can be no assurance that a regular trading
market for the Common stock will develop or that, if developed, it will be
sustained. Various factors, such as the Company's operating results,
services by competitors, ability to acquire and develop properties, changes
in laws, rules or regulations may have a significant impact on the market
price of the securities. Further, the market price for the securities of public
companies often experience wide fluctuations which are not necessarily
related to the operating performance of such public companies.
DISCRETION IN APPLICATION OF PROCEEDS
Management of the Company has considerable discretion over the
use and expenditure of the proceeds of this offering. The Company intends
to use the funds raised in this offering and additional capital (if such can be
obtained, of which there is no assurance) for purchase of real property,
marketing and other matters. SEE "USE OF PROCEEDS". Although the
Company does not contemplate changes in the allocated use of proceeds, to
the extent the Company finds changes are necessary or appropriate in order
to address changed circumstances and/or opportunities, management may
find it necessary to adjust the use of the Company's capital, including the
proceeds of this offering. As a result of the foregoing, the success of the
Company may be substantially dependent upon the discretion and judgment
of the management of the Company with respect to the application and
allocation of the net proceeds hereof.
LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS
AND DIRECTORS
The Certificate of Incorporation and By-Laws of the Company
provide that the Company shall indemnify its officers and directors against
losses sustained or liabilities incurred which arise from any transaction in
such officer's or director's respective managerial capacity unless such
officer or director violates a duty of loyalty, did not act in good faith,
engaged in intentional misconduct or knowingly violated the law, approved
an improper dividend, or derived an improper benefit from the transaction.
The Company's Certificate of Incorporation and By-Laws also provide for
the indemnification by it of its officers and directors against any losses or
liabilities incurred as a result of the manner in which such officers and
directors operate the Company's business or conduct its internal affairs,
provided that in connection with these activities they act in good faith and in
a manner which they reasonably believe to be in, or not opposed to, the
best interests of the Company, and their conduct does not constitute gross
negligence, misconduct or breach of fiduciary obligations. SEE
"MANAGEMENT--Indemnification".
PENNY STOCK REGULATION
Penny stocks generally are equity securities with a price of less than
$5.00 per share other than securities registered on certain national securities
exchanges or quoted on the Nasdaq Stock Market, provided that current
price and volume information with respect to transactions in such securities
is provided by the exchange or system. The Company's securities may be
subject to "penny stock" rules that impose additional sales practice
requirements on broker-dealers who sell such securities to persons other
than established customers and accredited investors (generally those with
assets in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 together with their spouse). For transactions covered by these
rules, the broker-dealer must make a special suitability determination for the
purchase of such securities and have received the purchaser's written
consent to the transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the rules require the
delivery, prior to the transaction, of a disclosure schedule prescribed by the
Commission relating to the penny stock market. The broker-dealer also
must disclose the commissions payable to both the broker-dealer and the
registered representative and current quotations for the securities. Finally,
monthly statements must be sent disclosing recent price information on the
limited market in penny stocks. Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to sell the Company's securities.
SHARES AVAILABLE FOR RESALE PURSUANT TO RULE 144
All the issued and outstanding shares of the Company, to the extent
not sold or transferred pursuant to this offering, are "restricted securities"
as such term is defined in Rule 144 ("Rule 144") promulgated under the
Securities Act of 1933 (the "1933 Act"). In general, under Rule 144, if
adequate public information is available with respect to a company, a person
who has satisfied a one year holding period as to his restricted securities or
an affiliate who holds unrestricted securities may sell, within any three
month period, a number of that company's shares that does not exceed the
greater of one percent of the then outstanding shares of the class of
securities being sold or the average weekly trading volume during the four
calendar weeks prior to such sale. Sales of restricted securities by a person
who is not an affiliate of the company (as defined in the 1933 Act) and who
has satisfied a two year holding period may be made without any volume
limitation. Possible or actual sales of the Company's outstanding Common
Stock by all or some of the present stockholders may have an adverse effect
on the market price of the Company's Shares should a public trading market
develop.
SHARES ELIGIBLE FOR SALE PURSUANT TO RULE 415
A Selling Securityholder may offer and sell the Selling
Securityholder Shares at a price and time determined by the particular
Selling Securityholder. The timing of such sales and the price at which the
Selling Securityholder Shares are sold by the individual Selling
Securityholder could have an adverse effect upon the public market for the
Shares, should one develop.
RISK FACTORS REGARDING REAL ESTATE
RISKS OF REAL PROPERTY OWNERSHIP
The Company will be subject to the risks generally incident to the
ownership of real estate, including changes in general economic or local
conditions, changes in supply of or demand for similar or competing
properties in an area, changes in interest rates and availability of permanent
mortgage funds which may render the sale of a property difficult or
unattractive, and changes in tax, real estate, environmental and zoning laws.
Periods of high interest rates and tight money supply may make the sale of
properties more difficult.
RISKS REGARDING DEVELOPMENT AND CONSTRUCTION OF
UNIMPROVED PROPERTIES
The Company may invest some or all of the net proceeds available
for investment in the acquisition and development of properties upon which
it will develop and construct improvements. The Company may be subject
to risks relating to the builder's ability to control construction costs or to
build in conformity with plans, specifications and timetables and the ability
of the builder or the Company to timely obtain the necessary building
permits. Performance may also be affected or delayed by conditions
beyond the builder's control. Additional risks may be incurred where the
Company makes periodic progress payments or other advances to such
builders prior to completion of construction. Factors such as those
discussed above can result in increased costs of a project and a
corresponding depletion of the Company's working capital reserves or loss
of its investment. Furthermore, the price to be paid for a property upon
which improvements are to be constructed or completed, which price is
normally agreed upon at the time of acquisition, of necessity must be based
upon projections of rental income and expenses or fair market value of the
property upon completion of construction which are not certain until after a
number of months of actual operation.
ENVIRONMENTAL MATTERS
The Company may invest in properties located in the United States
or in other countries which have environmental laws impacting on real
property, its development and its usage. Under various United States
federal, state and local environmental laws, ordinances and regulations, a
current or previous owner or operator of real property may be liable for the
cost of removal or remediation of hazardous or toxic substances on, under
or in such property. Such laws often impose liability whether or not the
owner or operator knew of, or was responsible for, the presence of such
hazardous or toxic substances. Environmental laws also may impose
restrictions on the manner in which property may be used or businesses may
be operated, and these restrictions may require expenditures.
Environmental laws provide for sanctions in the event of noncompliance and
may be enforced by governmental agencies or, in certain circumstances, by
private parties. In connection with the acquisition and ownership of the
Company's properties, the Company may be potentially liable for such
costs.
INVESTMENT IN FAR EAST
Investments by the Company will be subject to the risks incident to
the ownership and operation of commercial real estate in the Far East,
including China and Hong Kong. These include the risks of political unrest
and war, which risks are dynamic and difficult to quantify. Investments by
the Company also will be subject to risks normally associated with changes
in general national economic conditions or local market conditions,
competition for patronage, changes in market rental rates, and the need to
periodically renovate and repair to maintain desirability, and to pay the
costs thereof. Although the many of the governments of the countries of
the Far East have liberalized policies on international trade, investment, and
currency repatriation, increasing both international trade and investment
accordingly, such policies might change unexpectedly. The properties in
which the Company intends to invest will be effected by the rules and
regulations regarding foreign ownership of real estate and such rules may
change quickly and dramatically which may have an adverse impact on such
ownership. Hong Kong is in a period of transition from control over it by
Great Britain to control by China. It is uncertain what changes may result
from such transition in regard to business, foreign property ownership,
restrictions on development, taxes or other factors.
LEVERAGE
The Company's ability to service the debt that it may incur in
connection with the acquisition and development of income properties to be
acquired will be dependent on the Company's future performance, which
will be affected by the success of such income properties, prevailing
economic conditions, and financial, business and other factors, certain of
which are beyond the Company's control. There are no legal limitations as
to the amount of debt the Company may incur. Accordingly, no assurance
can be given that the Company will maintain a level of operating cash flow
that will permit it to service any future obligation and to satisfy financial
covenants that may be contained in the credit instruments used for the
acquisition of real properties. If the Company is unable to generate
sufficient cash flow or is unable to refinance or extend such future
outstanding indebtedness, it will have to adopt one or more alternatives,
such as reducing or delaying planned expansion and capital expenditures,
selling assets, restructuring debt or obtaining additional equity capital.
There is no assurance that, if required, any of these strategies could be
implemented on satisfactory terms. If the Company were unable to meet
debt service requirements, the income properties could be transferred to any
such mortgagee with a consequent loss of income and asset value to the
Company. See "DESCRIPTION OF BUSINESS".
DEVELOPMENT RISK
The real estate development business involves significant risks in
addition to those involved in the ownership and operation of income
properties, including the risks that financing may not be available on
favorable terms for development projects, that construction may not be
completed on schedule (resulting in increased debt service expense and
construction costs), that long-term financing may not be available on
completion of construction, and that the Company will experience decreased
revenue.
BUSINESS
GENERAL
The Company has been organized to engage in the acquisition,
construction, operation and sale of commercial and industrial properties
including those which are to be developed, under development or
construction, are newly constructed or have been constructed and have
operating histories. The Company will concentrate on properties located in
China, Hong Kong, South Korea and other countries in the Far East and
elsewhere as well as the United States. Decisions as to what type and
which business opportunities to participate in will be made by management
of the Company.
Since inception, the principal activity of the Company has been
directed to organizational efforts. As of the date hereof, the Company has
not entered into any other business activity. Company start-up costs have
been provided by financing from the president of the Company, as disclosed
in the financial statements herewith. No other initial financing has been
obtained.
PLAN OF OPERATION
The Company was organized to engage in the acquisition,
construction and/or operation of real property, including income properties
and any and all business activities incidental thereto ("Real Properties").
Initially, the Company expects to seek out Real Properties in the Far East,
including Hong Kong and China. As of the date hereof, the Company has
not acquired or entered into any definitive contracts to acquire any Real
Properties. The Company expects to consider other areas in the Far East
and elsewhere, including the United States, for development at such time
as, in the opinion of Management, there are opportunities for the
Company's involvement. The Company intends to seek out Real Properties
that, in the opinion of Management, warrant the Company's involvement.
The Company recognizes that, as a result of its limited financial, managerial
and other resources, the number of available, suitable Real Properties from
which to choose may be limited.
The Company expects that it will have to raise funds in the next
twelve months to acquire Real Properties. In general, Management intends
to finance Real Properties through debt obligations such as mortgages at
competitive market rates, debentures, and/or investors' equity.
Management has contacted various sources through which financing may be
arranged, has met with and will continue to meet with potential private
investors or lenders. The Company has not set a time frame within which
its financing goals must be met, other than seeking to make the
arrangements for financing at the earliest possible time. If such financing is
arranged, repayment of debt and debenture obligations will be made from
earnings from operations of the Real Properties and/or equity interest in the
Company.
The Company will minimize its cash requirements during the first
twelve months of operation by deferring salaries to its officers until and if
acquisition of one or more Real Properties is accomplished. Incidental
expenses of operation prior to acquisition of Real Properties will be
provided by loans to the Company or purchases of stock from the Company
by one or more of its current shareholders. There is no binding agreement
pursuant to which the current shareholders must continue to make such
loans or purchase stock.
The Company's principal business objective is to seek long-term
growth potential in the Real Properties in which it participates rather than
immediate, short-term earnings. There can be no assurance that any of
Management's objectives or intentions will be met.
REAL PROPERTIES
The Company will seek to acquire and operate commercial and
industrial properties, including without limitation, office buildings, shopping
and office centers, hotels and entertainment centers, business and industrial
parks and commercial and industrial properties, including properties which
are under construction or development, are newly constructed, or have been
constructed and have operating histories. All such properties may be
acquired, developed and operated by the Company alone or jointly with
another party. The Company may enter into one or more joint ventures with
unrelated third parties or with entities affiliated with the officers or
directors of the Company or one or more shareholders. As of the date of this
Prospectus, the Company has neither purchased nor contracted to purchase
any properties.
EVALUATION OF BUSINESS OPPORTUNITIES
The analysis of Real Properties will be undertaken by or under the
supervision of Management of the Company. The Company intends to
actively seek out Real Properties by various methods, including knowledge
of its officers, directors and advisors, and business brokers, financial
advisors and others. The Company may engage the services of professional
firms that specialize in commercial real estate acquisitions and
reorganizations. In certain circumstances, the Company may, in connection
with an acquisition, agree to pay a finder's fee or other compensation to an
investment banking firm or other person (who may or may not be affiliated
with the Company) who submits to the Company an Income Property in
which the Company participates. The Company has not yet entered into
any contracts with any person incident to locating an Income Property.
SEE "MANAGEMENT - Payment of Fees to Officers, Directors, Advisors
and Affiliates."
In analyzing prospective Real Properties, Management will, with the
help of consultants, consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operation, 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 or acceptance of Real Properties; name identification; and other
relevant factors. These factors are merely illustrative of the types of factors
that Management may consider in evaluating a potential acquisition.
Wherever possible, Management of the Company will meet with
management and other key personnel of the Real Properties as part of their
investigation.
Although these and other factors may be considered, to a large
extent a decision to participate in a specific Income Property will be
difficult, if not impossible, to analyze through the application of objective
criteria. In many instances, the performance history of a specific potential
Income Property may not necessarily be indicative of its potential for future
profitability because of various changing requirements of the marketplace
and the ability of management to shift marketing approaches, expand and
develop the property, change emphasis, and substitute new operating
management.
Any Real Properties in which the Company participates will present
certain risks. Many of these risks cannot be adequately identified prior to
selection of the specific Income Property and purchasers in this offering
must, therefore, depend on the ability of Management to identify and
evaluate such risks.
The Company may acquire one or more Real Properties that may be
in the developmental stage, that may be in operation, or that may be in any
other stage of development, including without significant revenues. There
is a risk, even after the Company's participation in the Income Property and
the related expenditure of the Company's limited funds, that an Income
Property will still be unable to become a going concern or advance beyond
the developmental stage and the Company may be required to contribute
significant funds to maintain operations or finalize completion of an Income
Property. Many of the Real Properties may involve new and untested
processes or market strategies which may not succeed. Such risks will be
assumed by the Company and, therefore, its shareholders.
ACQUISITION OF REAL PROPERTIES
In acquiring an Income Property, it is possible that part of the
consideration given by the Company will consist of the Company's
Common Stock, although the Company may also use cash and/or debt. If
the Company were to issue substantial additional securities for acquisitions,
such issuance may dilute the value of shares held by investors, and might
have an adverse effect on any trading market that may develop in the
Company's securities in the future. If, in the acquisition of any given Real
Properties, the Company were to incur indebtedness that substantially
changed the capital structure of the Company, the Company's shareholders
would most likely be exposed to a greater risk of loss of their investment in
the Company.
Securities issued in any such reorganization are likely to rely on
exemptions from registration under applicable federal and state securities
laws. In some circumstances, however, as a negotiated element of such a
transaction, the Company may agree to register the securities either at the
time the transaction is consummated or at specified times thereafter. The
issuance of substantial additional securities and their potential sale into any
trading market which may develop in the Common Stock may have a
depressive effect on such market.
With respect to any acquisitions or negotiations with a target
company, Management will take into consideration the percentage of the
Company which the shareholders of the acquired company would obtain in
such a transaction. The Company's shareholders will hold a lesser
percentage ownership interest in the Company following any acquisition
with the amount depending upon, among other things, the acquired
company's assets and liabilities. The percentage ownership may be subject
to significant reduction in the event the Company acquires Real Properties
with substantial assets or perceived value. Any acquisition effected by the
Company may be expected to significantly dilute the value of any Shares
held at that time by the Company's shareholders, including purchasers of
the Shares registered hereby.
In a particular Income Property 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
purchase stock or assets of existing Real Properties or extend loans, which
may or may not be secured.
As part of the Company's investigation of potential Income Property
targets, Management of the Company would expect to meet with
management and key personnel of such target, visit and inspect the
facilities, obtain independent analysis or verification of certain information,
check references of such 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 one or more
properties will depend on the nature of such property, the respective needs
and desires of the Company and other parties, the management of the
property and the relative negotiating strength of the Company and such
other management.
Without future financing (of which there is no assurance), the
Company will not have sufficient funds to undertake any significant
construction, development, or marketing of any Income Property that may
be acquired. Accordingly, following any acquisition of an Income
Property, the Company may be required to either seek additional debt or
equity financing or obtain funding from third parties. As a result, the
Company may give up a portion of its interest in any acquired Real
Properties. There is no assurance that the Company will be able to obtain
additional financing or to interest third parties in providing funding for the
further construction, development, or marketing as to any Income Property
acquired.
MANAGEMENT OF INCOME PRODUCING PROPERTY
The Company's operations following its acquisition of an interest in
a Income Property will be dependent on the nature of the Income Property
and the interest acquired, if any is acquired. The Company is unable to
predict whether the Company will be in control of the Real Properties or
whether Management will be in control of the Company following the
acquisition. It may be expected that the nature of particular Real Properties
will present various risks to investors, certain of which have been generally
summarized in this Prospectus.
BUSINESS ENVIRONMENT FOR PROPOSED ACQUISITIONS
The Far East, including Hong Kong and China, has an increasingly
vigorous economy. Foreign investment in Far East has grown considerably
in the last 10 years. China has allowed the establishment of foreign private
enterprise and has encouraged development of China as a manufacturing and
business center. However, China remains a communist country with tight
governmental controls. There can be no assurance of the government's
continued encouragement or permission of private investment in China.
Nor can there be any assurance as to continued ownership of real property
by foreign entities in China. As of June, 1997, Hong Kong was no longer
under the control of Great Britain and has become part of China. The
Hong Kong government has been replaced with representatives of the
government of China. Although representations have been made that
business in Hong Kong will continue unchanged, it remains unclear what
effect the transfer to China with have on the business community and
environment in Hong Kong.
COMPETITION
The Company is and may continue to be a relatively small participant
among the firms that engage in the development of Real Properties. There
are many established companies that have substantially greater financial and
personnel resources and technical expertise than the Company. In view of
the Company's limited financial resources and limited Management
experience, the Company may be at a competitive disadvantage compared to
the Company's competitors. On the other hand, Management believes that
the close familiarity of certain of its officers and directors with business and
economic conditions in Hong Kong and other areas in the Far East and
elsewhere, and knowledge of the Chinese language, as well as the
familiarity of certain of its officers and directors with the United States, the
English language and, generally, the American and international business
communities, will be useful in meeting such competition.
THE OFFERING
The Company is offering for sale 1,000,000 Shares at a per Share
price of $______.
The Selling Securityholders are offering 500,000 Shares for sale on a
continuous or delayed basis pursuant to Rule 415 under the 1933 Act. See
"RISK FACTORS - Shares Available for Sale Pursuant to Rule 415" and
"RISK FACTORS - Shares Available for Resale Pursuant to Rule 144." In
addition, the Selling Securityholders are offering 1,000,000 Warrants and
1,000,000 shares of Common Stock underlying such Warrants. Each
Warrant will entitle the holder to purchase one share of the Company's
common stock at a price equal to 75% of the average closing inside bid of
the Common Stock on the last business day prior to the exercise thereof for
an exercise period of two years commencing on the date of effectiveness of
this Registration Statement. The Warrants will be callable on thirty days
notice by the Company at a redemption price of $.0001 per Warrant, unless
exercised by the holder during the call period. The Warrants are detachable
from the Common Stock in regard to which they are issued, and will trade
separately from the Common Stock.
The offering price of the Shares was determined arbitrarily by the
Company and is not necessarily related to asset or book value, net worth or
any other established criteria of value. There is no current public trading
market for the Shares.
The amount of discounts or commissions, if any, which may be paid
by the Selling Securityholders on the sale of their securities registered
herein is not now known.
The Company is applying for admission to the OTC Bulletin Board
for the Shares; however, there can be no assurance that the Shares will be
so listed. See "RISK FACTORS - Absence of Trading Market" and
"DESCRIPTION OF SECURITIES - Admission to Quotation on the Nasdaq
SmallCap Market or Bulletin Board"
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company is a newly organized development stage company, the
objective of which is to acquire, develop, manage and sell as-yet
unspecified real property. To date, the Company's efforts have been
limited to organizational activities.
The Company has issued 10,000,000 shares of Common Stock for
an aggregate purchase price of $1,000. Substantially all of the Company's
working capital needs subsequent to this offering will be attributable to the
identification, evaluation, selection and development of real estate projects.
The Company will use the Shares registered herein to purchase and invest
in real estate projects. The Company may also incur debt in the acquisition
and development of real property.
MANAGEMENT
OFFICERS AND DIRECTORS
The officers and directors of the Company are as follows:
Name Title
Bertha Huen President, Director
Alan Kwong Vice President, Secretary,
Treasurer, Director
All directors of the Company hold office until the next annual
meeting of shareholders or until their successors are elected and qualified.
The By-laws permit the Board of Directors to fill any vacancy and such
director may serve until the next annual meeting of shareholders or until a
successor is elected and qualified.
The principal occupation and business experience for each officer
and director of the Company for at least the last five years are as follows:
BERTHA HUEN, serves as President and a director of the
Company. Ms. Huen received a Bachelor's degree in Business
Administration from Seattle University in 1972 and a Bachelor of Arts
degree in Comparative Literature from the University of Washington in
1974. Since 1972, Ms. Huen has been engaged in business management
and negotiations with numerous international projects, primarily located in
China. Ms. Huen serves as a consultant in many international, especially
Far East, projects and assists in establishing international joint ventures and
facilitates fund raising transactions. In 1994, Ms. Huen established the
purchasing of British Columbia Ginseng for sale in China and by 1995 had
orders aggregating US$2,000,000. Since 1995, Ms. Huen has served as a
consultant to a United States company establishing a factory in China for
the production of cellular phones and to several companies in assisting in
establishing sales channels in China for health care products. Ms. Huen is
Vice President of Kwong Fat Ivory Manufacturer and travels extensively
through the Far East, China, Africa and elsewhere holding exhibitions and
attending ivory trade fairs. Ms. Huen managed the factory operations,
budgets and five retail stores located in New York and Hong Kong for
Kwong Fat Ivory Manufacturing. From 1980, Ms. Huen assisted in
establishing and managing activities of Hip Cheung Corporation, a joint
venture with China manufacturing screws and cigarette lighters. Ms. Huen
arranged for financing and managed factory activities at four locations.
Prior to entering the business arena, Ms. Huen worked as a counselor in the
Bilingual Department of a Seattle public school integrating Asian students
into American society. Currently, Ms. Huen is the President of Africa
Development Co. where she manages and directs all the projects of the
company including budgeting, negotiating, capital raising, and locating
business opportunities.
ALAN KWONG, 37, serves as Vice President and a director of the
Company. Mr. Kwong received his elementary and high school education
in Hong Kong and obtained his Bachelor of Arts degree from the State
University of New York in 1985 and his Masters of Arts degree in
computer graphics from the New York Institute of Technology in 1987.
From 1987 to 1994, Mr. Kwong was the President of Pacific Star
International Inc., a Seattle, Washington company engaged in project
research and development in China. While President of Pacific Star, the
company handled contract negotiations for various projects in China
including the "Royal Plaza" aggregating US$125,000,000, a motorcycle
factory in Shanghai, an automobile factory in Shenzhen, and various import
and export transactions. From 1995 to the present, Mr. Kwong has been
President of Global Pacific International, Inc., a Vancouver, British
Columbia engaged in real estate development in the Far East and elsewhere.
REMUNERATION
No compensation has been paid to date by the Company to any of its
officers. Directors and officers of the Company may receive compensation
as determined by the Company from time to time by vote of the Board of
Directors. Such compensation might be in the form of stock options.
Following commencement of Income Property operations, the Company
expects to pay salaries to its officers, as may be determined by the Board of
Directors. Directors may be reimbursed by the Company for expenses
incurred in attending meetings of the Board of Directors.
PAYMENT OF FEES TO OFFICERS, DIRECTORS, ADVISORS AND
AFFILIATES
Under certain circumstances, the Company may pay fees to
individuals or entities who are officers, directors, advisors or affiliates of
the Company. The Company does not have any current intention of paying
such fees. In the event, however, that an unsalaried affiliate arranged
financing, or identified a subsequently acquired Income Property, in an
arms length transaction that ordinarily would generate a "finders" fee, such
a fee, calculated in a reasonable and customary manner, might be paid. In
general, an "affiliate", as defined under federal securities law, is any person
directly or indirectly controlling, controlled by, or under common control
with, such other person, including any officer, director, partner or
employee of such other person.
No such payments have been made to date by the Company to any
of its officers or directors. Officers and directors may receive
compensation as determined by the Company from time to time by vote of
the Board of Directors. All directors may be reimbursed for expenses
incurred in attending meetings of the Board of Directors.
TIME DEVOTED TO COMPANY OPERATIONS
Ms. Huen, President of the Company, anticipates devoting most of her
working time to the affairs of the Company. Mr. Alan Kwong, Vice
President, Treasurer and Secretary of the Company, anticipates devoting
substantial time to the affairs of the Company.
EMPLOYMENT AGREEMENTS
The Company has not entered into employment agreements with any
of its officers or employees. All key employees serve in their positions
until further action of the President of the Company or the Board of
Directors.
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES
AND AGENTS
The Articles and Bylaws of the Company provide that the Company
shall, to the fullest extent permitted by applicable law, as amended from
time to time, indemnify all directors of the Company, as well as any
officers or employees of the Company to whom the Company has agreed to
grant indemnification.
Section 145 of the Delaware General Corporation Law ("DGCL")
empowers a corporation to indemnify its directors and officers and to
purchase insurance with respect to liability arising out of their capacity or
status as directors and officers provided that this provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) arising under Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.
The Delaware General Corporation Law provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any
other rights to which the directors and officers may be entitled under the
corporation's by-laws, any agreement, vote of shareholders or otherwise.
The effect of the foregoing is to require the Company to indemnify
the officers and directors of the Company for any claim arising against such
persons in their official capacities if such person acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE
PERMITTED TO DIRECTORS, OFFICERS OR PERSONS
CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING
PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND
EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS
AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS
THEREFORE UNENFORCEABLE.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of the Effective
Date of this Prospectus regarding the beneficial ownership of the
Company's Common Stock by each officer and director of the Company
and by each person who owns in excess of five percent of the Company's
Common Stock.
<TABLE>
<CAPTION>
Shares of Percentage of
Name, Position Common Stock Shares
and Address Beneficially Owned (1) Of Class Owned
<S> <C> <C>
Bertha Huen, 5,980,500 59.8%
Director, President
6839 Southeast Cougar
Mountain Highway
Bellevue, Washington
98006
Allen Kwong, 1,993,500 19.9%
Director, Secretary
Treasurer
6839 Southeast Cougar
Mountain Highway
Bellevue, Washington
98006
All Officers, Directors 7,974,000 79.7%
and Shareholders as a
Group (2 Persons)
</TABLE>
CONCURRENT SALES BY SELLING SECURITYHOLDERS
The Registration Statement of which this Prospectus is a part also
relates to the offer and sale of up to 500,000 Selling Securityholders'
Shares, 1,000,000 Warrants, and 1,000,000 Shares underlying the Warrants
being offered and sold by the Selling Securityholders. All of such securities
are expected to become tradeable and/or exercisable on or about the date of
this Prospectus.
Sales of the securities being offered by Selling Securityholders, or
even the potential of such sales, would likely have an adverse effect on the
market price of the Shares being offered for sale by the Company. The
freely tradeable Shares of the Common Stock (the "public float") upon
effectiveness of the Registration Statement of which this Prospectus is a part
and upon consummation of the transactions contemplated herein (other than
exercise of the Warrants) will be 1,500,000 shares of Common Stock, of
which 500,000 are to be sold by the Selling Securityholders. In addition, if
the Warrants are exercised, there will then be freely tradeable an additional
1,000,000 shares of Common Stock.
SELLING SECURITYHOLDERS
The following table sets forth the beneficial ownership of the
securities of the Company held by each person who is a Selling
Securityholder and by all Selling Securityholders as a group.
<TABLE>
<CAPTION>
Name and Percent of Common
Address of Stock Owned
Beneficial Common Prior to After
Owner Stock Warrants Offering Offering
<S> <C> <C> <C> <C>
Thornbury Capital
Corporation 500,000 1,000,000 5% 0%
1504 R Street, NW
Washington, DC 20009
All Selling 500,000 1,000,000 5% 0%
Securityholders
as a Group
________________________
(1) Thornbury Capital Corporation intends to distribute its shares and
Warrants and shares underlying such Warrants to its current
shareholders as a stock dividend distribution.
Thornbury Capital intends to distribute its shares of the Company's
Common Stock and Warrants to its shareholders as a stock dividend
distribution and does not intend to receive payment for such distribution.
However, if in the event the Selling Securityholders do receive payment for
the sale of their securities, the Company will not receive any of the
proceeds of such sales.
The Company is bearing all expenses in connection with the
registration of the Selling Securityholders' Shares offered by this
Prospectus.
The Shares owned by the Selling Securityholders are being registered
pursuant to Rule 415 of the General Rules and Regulations of the Securities
and Exchange Commission, which Rule pertains to delayed and continuous
offerings and sales of securities. In regard to the Selling Securityholders'
Shares offered under Rule 415, the Company has given certain undertakings
in Part II of the Registration Statement of which this Prospectus is a part
which, in general, commit the Company to keep this Prospectus current
during any period in which offers or sales are made pursuant to Rule 415.
DESCRIPTION OF SECURITIES
AUTHORIZED CAPITAL
The total number of authorized shares of stock of the Company is
one hundred million (100,000,000) shares of Common Stock having a par
value of $.0001 per share and twenty million (20,000,000) shares of non-
designated preferred shares.
INCORPORATION
The Company was incorporated in the state of Delaware on August
8, 1997. The Company's certificate of incorporation, by-laws and
corporate governance, including matters involving the issuance, redemption
and conversion of securities, are subject to the provisions of the Delaware
General Corporation Law, as amended and interpreted from time to time.
COMMON STOCK
The Company's Articles of Incorporation authorize the issuance of
100,000,000 shares of Common Stock, $.0001 value per share, of which
10,000,000 shares were outstanding prior to the commencement of the
offering of its securities.
Holders of shares of Common Stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of
Common Stock do not have cumulative voting rights. Holders of Common
Stock are entitled to share ratably in dividends, if any, as may be declared
from time to time by the Board of Directors in its discretion from funds
legally available therefor. In the event of a liquidation, dissolution or
winding up of the Company, the holders of Common Stock are entitled to
share pro rata all assets remaining after payment in full of all liabilities.
All of the outstanding shares of Common Stock are, and the shares of
Common Stock offered by the Company pursuant to this offering will be,
when issued and delivered, fully paid and non-assessable.
Holders of Common Stock have no preemptive rights to purchase the
Company's Common Stock. There are no conversion or redemption rights
or sinking fund provisions with respect to the Common Stock.
All outstanding shares of Common Stock are validly issued, fully
paid and nonassessable, and all Shares to be sold and issued as contemplated
hereby will be fully paid and nonassessable when sold in accordance with
the terms hereof and pursuant to a valid and current prospectus. The Board
of Directors is authorized to issue additional shares, on such terms and
conditions and for such consideration as the Board may deem appropriate
without further stockholder action.
PREFERRED STOCK
The Company's Articles of Incorporation authorize the issuance of
20,000,000 shares of Preferred Stock, $.0001 par value per share, of which
no shares were issued prior to the offer of the Shares herein. The Board of
Directors is authorized to provide for the issuance of shares of Preferred
Stock in series and, by filing a certificate pursuant to the applicable law of
the State of Delaware, to establish from time to time the number of shares
to be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof without any further vote or
action by the shareholders. Any shares of Preferred Stock so issued would
have priority over the Common Stock with respect to dividend or liquidation
rights. Any future issuance of Preferred Stock may have the effect of
delaying, deferring or preventing a change in control of the Company
without further action by the shareholders and may adversely affect the
voting and other rights of the holders of Common Stock. At present, the
Company has no plans to issue any Preferred Stock nor adopt any series,
preferences or other classification of Preferred Stock.
ADDITIONAL INFORMATION DESCRIBING STOCK
The above descriptions concerning the Common Stock of the
Company do not purport to be complete. Reference is made to the
Company's Certificate of Incorporation and By-Laws which are included in
the Registration Statement of which this Prospectus is a part and which are
available for inspection at the Company's offices. Reference is also made
to the applicable statutes of the State of Delaware for a more complete
description concerning rights and liabilities of shareholders.
ADMISSION TO QUOTATION TO NASDAQ SMALLCAP MARKET
To qualify for admission to quotation on the Nasdaq SmallCap
Market, an equity security must, in relevant summary, (1) be registered
under the Securities Exchange Act of 1934; (2) have at least three registered
and active marketmakers, one of which may be a marketmaker entering a
stabilizing bid; (3) for initial inclusion, be issued by a company with
$4,000,000 in net tangible assets, or $50,000,0000 in market capitalization,
or $750,000 in net income in two of the last three years (if operating
history is less than one year than market capitalization must be at least
$50,000,000); (4) have at a public float of at least 1,000,000 shares with a
value of at least $5,000,000; (5) have minimum a bid price of $4.00 per
share; and (6) have at least 300 beneficial shareholders.
If a company's securities do not qualify for admission to quotation
on the Nasdaq SmallCap Market they will trade over-the-counter until such
future time, if any, at which the securities qualify for admission to quotation
on the Nasdaq Stock Market and the Company then applies.
The Company is applying for listing of the Shares on the OTC
Bulletin Board. The over-the-counter market differs from national and
regional stock exchanges in that it (1) is not cited in a single location but
operates through communication of bids, offers and confirmations between
broker-dealers and (2) securities admitted to quotation are offered by one or
more broker-dealers rather than the "specialist" common to stock
exchanges. To qualify for listing on the OTC Bulletin Board, an equity
security must have one registered broker-dealer, known as the market
maker, willing to list bid or sale quotations and to sponsor such a Company
listing.
TRADING OF SHARES
There are no outstanding options, warrants to purchase, or securities
convertible into, the shares of the Company. The Company has not agreed
with any shareholders, to register their shares for sale, other than for this
registration. The Company does not have any other public offerings in
process or proposed.
TRANSFER AGENT AND REGISTRAR
The Company will initially be the registrar and transfer agent for the
Shares.
REPORTS TO SHAREHOLDERS
The Company will furnish to holders of the Shares annual reports
containing audited financial statements examined and reported upon, and
with an opinion expressed by, an independent certified public accountant.
The Company may issue other unaudited interim reports to its shareholders
as it deems appropriate.
PLAN OF DISTRIBUTION
The Company is offering 1,000,000 Shares at an offering price of
$_____ per Share. Company may, without liability, accept or reject
subscriptions, in whole or in part.
The Shares are being offered on a "best efforts" basis through the
Company's officers and directors. No sales commission will be paid to any
officer or director of the Company. The Company will reimburse its
officers and directors for expenses incurred in connection with the offer and
sale of the Shares.
The securities offered hereby involve certain investment risks. SEE
"CERTAIN RISK FACTORS".
The Company will receive the proceeds from the sale of the Shares
and from the proceeds of the exercise of the Warrants, if any such Warrants
are exercised. The Company will not receive any proceeds from the sale of
the Selling Securityholders' Shares or Warrants by the Selling
Securityholders pursuant to this Prospectus. The Selling Securityholders'
Shares and Warrants may be sold to purchasers from time to time directly
by and subject to the discretion of the Selling Securityholders. The Selling
Securityholders may distribute the securities registered hereby to
shareholders of such Selling Securityholder pursuant to a stock dividend
distribution. In the event that the Selling Securityholders offer their
securities for sale, the Selling Securityholders may from time to time offer
for sale their Selling Securityholder Shares through underwriters, dealers or
agents, who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Securityholders
and/or the purchasers of the Shares or Warrants for whom they may act as
agents. Any underwriters, dealers or agents who participate in the
distribution of the Selling Securityholders' Shares or Warrants may be
deemed to be "underwriters" under the 1933 Act and any discounts,
commissions or concessions received by any such underwriters, dealers or
agents may be deemed to be underwriting discounts and commissions under
the 1933 Act.
At the time a particular offer is made by or on the behalf of the
Selling Securityholders, a Prospectus, including any necessary supplement
thereto, will be distributed which will set forth the number of Shares being
offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter
for Shares purchased from the Selling Securityholders, any discounts,
commissions and other items constituting compensation from the Selling
Securityholders, any discounts, commissions or concessions allowed,
reallowed or paid to dealers, and the proposed selling price to the public.
Selling Securityholders' Shares may be sold from time to time in one
or more transactions: (i) at an offering price that is fixed or that may vary
from transaction to transaction depending upon the time of sale or (ii) at
prices otherwise negotiated at the time of sale. Such prices will be
determined by the Selling Securityholders or by agreement between the
Selling Securityholders and any underwriters.
In order to comply with the applicable securities laws, if any, of
certain states, the Shares will be offered or sold in such states through
registered or licensed brokers or dealers in those states. In addition, in
certain states, the Selling Securityholders' Shares may not be offered or sold
unless they have been registered or qualified for sale in such states or an
exemption from such registration or qualification requirement is available
and with which the Company has complied.
Under applicable rules and regulations promulgated under the
Exchange Act, any person engaged in a distribution of securities may not
simultaneously bid for or purchase securities of the same class for a period
of two business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, the Selling Securityholders will
be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including without limitation Rules 10b-5, 10b-6 and
10b-7, in connection with transactions in Shares during the effectiveness of
the Registration Statement of which this Prospectus is a part.
The Company will pay all of the expenses incident to the registration
of the Shares (including registration pursuant to the securities laws of
certain states) other than commissions, expenses, reimbursements and
discounts of underwriters, dealers or agents, if any.
USE OF PROCEEDS
The proceeds to the Company offered hereby will be
$______________ if the total number of offered Shares is sold.
The Company intends to use these proceeds:
Acquisition of Real Properties (85%) $
Administrative Expenses (15%) $
The uses set forth above merely indicate the proposed use of offering
proceeds, and actual expenditures may vary substantially, depending on
various factors, some of which cannot now be predicted.
LEGAL MATTERS
LEGAL PROCEEDINGS
The Company is not a party to any litigation and Management has
no knowledge of any threatened or pending litigation against the Company.
LEGAL OPINION
Cassidy & Associates, Washington, D.C. has given its opinion as
attorneys-at-law that the Shares, when sold pursuant to the terms hereof and
pursuant to a valid and current prospectus in which those shares are
registered, will be fully paid and non-assessable. Excepting the above
referenced legal opinion of Cassidy & Associates, persons making any
decision to acquire or dispose of the Shares offered hereby are not entitled
to, and should not, rely upon any activities of Cassidy & Associates in
connection with the Company or this offering.
EXPERTS
The financial statements in this Prospectus have been included in
reliance upon the report of John P. MacLean, Certified Public Accountants,
and upon the authority of such firm as expert in accounting and auditing.<PAGE>
INDEX TO FINANCIAL STATEMENTS
CENTURY INVESTMENTS INTERNATIONAL INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
with
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Report of Independent Certified Public Accountants F-2
Financial Statements:
Assets F-3
Stockholders' Equity F-3
<PAGE>
JOHN P. MACLEAN
CERTIFIED PUBLIC ACCOUNTANT
15701 Alameda Drive
Bowie, Maryland 20716
301/249-4900
FAX 301/249-9296
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Century Investments International Inc.
I have audited the accompanying Balance Sheet of Century
Investments International, Inc. as of August 19, 1997. This financial
statement is the responsibility of the Corporation's management. My
responsibility is to express an opinion on this financial statement based on
my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statement is 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
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statement referred to above presents
fairly, in all materials respects, the financial position of Century
Investments International Inc. as of August 19, 1997, in conformity with
generally accepted accounting principles.
/s/ John P. MacLean, CPA, CFP
August 19, 1997
<PAGE>
CENTURY INVESTMENTS INTERNATIONAL INC.
Balance Sheet
August 19, 1997
ASSETS
Cash $1,000
Total assets $1,000
Shareholder Equity
Common Stock
(10,000,000 shares
$.0001 par value) $1,000
Total Equity $1,000
See Auditor's Report
<PAGE>
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in
this prospectus, and, if given or made, such information or
representations may not be relied on as having been authorized by Sheffield
or by any of the Underwriters. Neither the delivery of this Prospectus nor
any sale made hereunder shall under any circumstances create an
implication that there has been no change in the affairs of the Company
since the date hereof. This Prospectus does not constitute an offer to sell,
or solicitation of any offer to buy, by any person in any jurisdiction in
which it is unlawful for any such person to make such offer or solicitation.
Neither the delivery of this Prospectus nor any offer, solicitation or sale
made hereunder, shall under any circumstances create any implication that
the information herein is correct as of any time subsequent to the date of the
Prospectus.
------------------------
TABLE OF CONTENTS
Page
Prospectus Summary
The Company
Risk Factors
Distribution
Business
Use of Proceeds
Dilution
Capitalization
Management's Discussion and Analysis of
Financial Condition and Results of
Operations
Management
Conflicts of Interest
Principal Stockholders
Description of Capital Stock
Legal Proceedings
Legal Matters
Experts
Index to Financial Statements
Until 90 days after the release of the registered securities from the
Escrow Account, all dealers effecting transactions in the registered
securities, whether or not participating in this distribution, may be required
to deliver a prospectus. This is in addition to the obligations of dealers to
deliver a Prospectus when Acting as underwriters and with respect to their
unsold allotments or subscriptions.<PAGE>
CENTURY INVESTMENTS
INTERNATIONAL INC.
1,000,000 Shares of Common Stock;
500,000 Shares of Common Stock
to be Sold by the Holders Thereof;
1,000,000 Common Stock Purchase Warrants
to be Sold by the Holders thereof;
and 1,000,000 Shares of Common Stock
underlying such Warrants
----------
PROSPECTUS
----------
September ____, 1997
=======================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses in connection with this
Registration Statement. All of such expenses are estimates, other than the
filing fees payable to the Securities and Exchange Commission.
Filing Fee - Securities and Exchange Commission $100
Fees and Expenses of Accountants 500
Fees and Expenses of Counsel 5,000
Blue Sky Fees and Expenses 1,000
Printing and Engraving Expenses 500
Miscellaneous Expenses 500
Total 7,600 (1)
(1) These expenses have been or will be paid by certain officers and
directors of the Company.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is incorporated in Delaware. Under Section 145 of
the General Corporation Law of the State of Delaware, a Delaware
corporation has the power, under specified circumstances, to indemnify its
directors, officers, employees and agents in connection with actions, suits or
proceedings brought against them by a third party or in the right of the
corporation, by reason of the fact that they were or are such directors,
officers, employees or agents, against expenses incurred in any action, suit
or proceeding. The Certificate of Incorporation and the By-laws of the
Company provide for indemnification of directors and officers to the fullest
extent permitted by the General Corporation Law of the State of Delaware.
The General Corporation Law of the State of Delaware provides that
a certificate of incorporation may contain a provision eliminating the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director provided that
such provision shall not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section
174 (relating to liability for unauthorized acquisitions or redemptions of, or
dividends on, capital stock) of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. The Company's Certificate of Incorporation
contains such a provision.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
As listed below, the Company issued shares of its Common Stock par
value $.0001 per share to the following individuals or entities for the
consideration as listed in cash. If any of these sales were made within the
United States or to citizens or residents of the United States, such sales
were made in reliance upon the exemption from registration provided by
Section 4(2) of the Securities Act of 1933.
</TABLE>
<TABLE>
<CAPTION>
Shareholder Number of Consideration
Shares
<S> <C> <C>
Lo Tak Tong 400,000 $40.00
Cheung Wai Men 500,000 50.00
Lilian Angelina Yip 50,000 5.00
Lee Hok Yee 120,000 12.00
Li Yun 120,000 12.00
Lin Ze Yu 120,000 12.00
Edward Huen 160,000 16.00
Lin Xi Shen 50,000 5.00
Huang Sui Sheng 1,000 .10
Fred Mandle 5,000 .50
Thornbury Capital
Corporation 500,000 50.00
Alan Kwong 1,993,500 199.35
Bertha Huen 5,980,500 598.05
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
3.1* Restated Certificate of Incorporation of Century Investments
International Inc.
3.2 By-Laws of the Company
4.1 Form of Common Stock Certificate
5.1 * Opinion of Cassidy & Associates
24.1 Consent of Accountant
24.2 *Consent of Cassidy & Associates (included in Exhibit 5)
27. *Financial Data Schedule
- ---------------
* To be filed by Amendment.
(b) The following financial statement schedules are included in
this Registration Statement.
None.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission is that such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
(c) The undersigned registrant hereby undertakes that:
(i) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(ii) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Century Investments International Inc. certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-1 and has duly caused this Registration Statement on Form S-1
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Seattle, Washington on the 29th day of August, 1997.
CENTURY INVESTMENTS INTERNATIONAL INC.
By: /s/ Bertha Huen
Bertha Huen
President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Bertha Huen Director, President 8/29/97
Bertha Huen
/s/ Alan Kwong Director, Secretary, 8/29/97
Alan Kwong Treasurer
</TABLE>
CENTURY INVESTMENTS INTERNATIONAL INC.
By-Laws
Article I
The Stockholders
Section 1.1. Annual Meeting. The annual meeting of the
stockholders of Century Investments International Inc. (the
"Corporation") shall be held on the third Thursday in May of each
year at 10:30 a.m. local time, or at such other date or time as
shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting, for the election of
directors and for the transaction of such other business as may
come before the meeting.
Section 1.2. Special Meetings. A special meeting of the
stockholders may be called at any time by the written resolution
or request of two-thirds or more of the members of the Board of
Directors, the president, or any executive vice president and
shall be called upon the written request of the holders of two-
thirds or more in amount, of each class or series of the capital
stock of the Corporation entitled to vote at such meeting on the
matters(s) that are the subject of the proposed meeting, such
written request in each case to specify the purpose or purposes
for which such meeting shall be called, and with respect to
stockholder proposals, shall further comply with the requirements
of this Article.
Section 1.3. Notice of Meetings. Written notice of each
meeting of stockholders, whether annual or special, stating the
date, hour and place where it is to be held, shall be served
either personally or by mail, not less than fifteen nor more than
sixty days before the meeting, upon each stockholder of record
entitled to vote at such meeting, and to any other stockholder to
whom the giving of notice may be required by law. Notice of a
special meeting shall also state the purpose or purposes for
which the meeting is called and shall indicate that it is being
issued by, or at the direction of, the person or persons calling
the meeting. If, at any meeting, action is proposed to be taken
that would, if taken, entitle stockholders to receive payment for
their stock, the notice of such meeting shall include a statement
of that purpose and to that effect. If mailed, notice shall be
deemed to be delivered when deposited in the United States mail
or with any private express mail service, postage or delivery fee
prepaid, and shall be directed to each such stockholder at his
address, as it appears on the records of the stockholders of the
Corporation, unless he shall have previously filed with the
secretary of the Corporation a written request that notices
intended for him be mailed to some other address, in which case,
it shall be mailed to the address designated in such request.
Section 1.4. Fixing Date of Record. (a) In order that the
Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders, or any adjournment
thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten
days before the date of such meeting. If no record date is fixed
by the Board of Directors, the record date for determining
stockholders entitled to notice of, or to vote at, a meeting of
stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or if notice is
waived, at the close of business on the day next preceding the
day on which the meeting is held. A determination of
stockholders of record entitled to notice of, or to vote at, a
meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a
new record date for the adjourned meeting.
(b) In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing
without a meeting (to the extent that such action by written
consent is permitted by law, the Certificate of Incorporation and
these By-Laws), the Board of Directors may fix a record date,
which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten days after
the date upon which the resolution fixing the record date is
adopted by the Board of Directors. If no record date has been
fixed by the Board of Directors, the record date for determining
stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors
is required by law, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation by delivery to its
registered office in its state of incorporation, its principal
place of business, or an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed
by the Board of Directors and prior action by the Board of
Directors is required by law, the record date for determining
stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such
prior action.
(c) In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date,
which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record
date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the
resolution relating thereto.
Section 1.5. Inspectors. At each meeting of the
stockholders, the polls shall be opened and closed and the
proxies and ballots shall be received and be taken in charge.
All questions touching on the qualification of voters and the
validity of proxies and the acceptance or rejection of votes,
shall be decided by one or more inspectors. Such inspectors
shall be appointed by the Board of Directors before or at the
meeting, or, if no such appointment shall have been made, then by
the presiding officer at the meeting. If for any reason any of
the inspectors previously appointed shall fail to attend or
refuse or be unable to serve, inspectors in place of any so
failing to attend or refusing or unable to serve shall be
appointed in like manner.
Section 1.6. Quorum. At any meeting of the stockholders
the holders of such number of all of the outstanding shares of
the capital stock of the Corporation taken together as a single
class as represents one-third of all votes that may be made at
such meeting, present in person or represented by proxy, shall
constitute a quorum of the stockholders for all purposes, unless
the representation of a larger number shall be required by law,
and, in that case, the representation of the number so required
shall constitute a quorum.
If the holders of the amount of stock necessary to
constitute a quorum shall fail to attend in person or by proxy at
the time and place fixed in accordance with these By-Laws for an
annual or special meeting, a majority in interest of the
stockholders present in person or by proxy may adjourn, from time
to time, without notice other than by announcement at the
meeting, until holders of the amount of stock requisite to
constitute a quorum shall attend. At any such adjourned meeting
at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as
originally notified.
Section 1.7. Business. The chairman of the Board, if any,
the president, or in his absence the vice-chairman, if any, or an
executive vice president, in the order named, shall call meetings
of the stockholders to order, and shall act as chairman of such
meeting; provided, however, that the Board of Directors or
executive committee may appoint any stockholder to act as
chairman of any meeting in the absence of the chairman of the
Board. The secretary of the Corporation shall act as secretary
at all meetings of the stockholders, but in the absence of the
secretary at any meeting of the stockholders, the presiding
officer may appoint any person to act as secretary of the
meeting.
Section 1.8. Stockholder Proposals. No proposal by a
stockholder shall be presented for vote at a special or annual
meeting of stockholders unless such stockholder shall, not later
than the close of business on the fifth day following the date on
which notice of the meeting is first given to stockholders,
provide the Board of Directors or the secretary of the
Corporation with written notice of intention to present a
proposal for action at the forthcoming meeting of stockholders,
which notice shall include the name and address of such
stockholder, the number of voting securities that he holds of
record and that he holds beneficially, the text of the proposal
to be presented to the meeting and a statement in support of the
proposal.
Any stockholder who was a stockholder of record on the
applicable record date may make any other proposal at an annual
meeting or special meeting of stockholders and the same may be
discussed and considered, but unless stated in writing and filed
with the Board of Directors or the secretary prior to the date
set forth hereinabove, such proposal shall be laid over for
action at an adjourned, special, or annual meeting of the
stockholders taking place sixty days or more thereafter. This
provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers,
directors, and committees, but in connection with such reports,
no new business proposed by a stockholder, qua stockholder, shall
be acted upon at such annual meeting unless stated and filed as
herein provided.
Notwithstanding any other provision of these By-Laws, the
Corporation shall be under no obligation to include any
stockholder proposal in its proxy statement materials or
otherwise present any such proposal to stockholders at a special
or annual meeting of stockholders if the Board of Directors
reasonably believes the proponents thereof have not complied with
Sections 13 or 14 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder; nor shall the
Corporation be required to include any stockholder proposal not
required to be included in its proxy materials to stockholders in
accordance with any such section, rule or regulation.
Section 1.9. Proxies. At all meetings of stockholders, a
stockholder entitled to vote may vote either in person or by
proxy executed in writing by the stockholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the
secretary 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.
Section 1.10. Voting by Ballot. The votes for directors,
and upon the demand of any stockholder or when required by law,
the votes upon any question before the meeting, shall be by
ballot.
Section 1.11. Voting Lists. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at
least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of each
stockholder and the number of shares of stock registered in the
name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours for a period of at least
ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified
in the notice of the meeting, or if not so specified, at the
place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the
whole time thereof and may be inspected by any stockholder who is
present.
Section 1.12. Place of Meeting. The Board of Directors may
designate any place, either within or without the state of
incorporation, as the place of meeting for any annual meeting or
any special meeting called by the Board of Directors. If no
designation is made or if a special meeting is otherwise called,
the place of meeting shall be the principal office of the
Corporation.
Section 1.13. Voting of Stock of Certain Holders. Shares
of capital stock of the Corporation standing in the name of
another corporation, domestic or foreign, may be voted by such
officer, agent, or proxy as the by-laws of such corporation may
prescribe, or in the absence of such provision, as the board of
directors of such corporation may determine.
Shares of capital stock of the Corporation standing in the
name of a deceased person, a minor ward or an incompetent person
may be voted by his administrator, executor, court-appointed
guardian or conservator, either in person or by proxy, without a
transfer of such stock into the name of such administrator,
executor, court-appointed guardian or conservator. Shares of
capital stock of the Corporation standing in the name of a
trustee may be voted by him, either in person or by proxy.
Shares of capital stock of the Corporation standing in the
name of a receiver may be voted, either in person or by proxy, by
such receiver, and stock held by or under the control of a
receiver may be voted by such receiver without the transfer
thereof into his name if authority to do so is contained in any
appropriate order of the court by which such receiver was
appointed.
A stockholder whose stock is pledged shall be entitled to
vote such stock, either in person or by proxy, until the stock
has been transferred into the name of the pledgee, and thereafter
the pledgee shall be entitled to vote, either in person or by
proxy, the stock so transferred.
Shares of its own capital stock belonging to this
Corporation shall not be voted, directly or indirectly, at any
meeting and shall not be counted in determining the total number
of outstanding stock at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall
be counted in determining the total number of outstanding stock
at any given time.
Article II
Board of Directors
Section 2.1. General Powers. The business, affairs, and
the property of the Corporation shall be managed and controlled
by the Board of Directors (the "Board"), and, except as otherwise
expressly provided by law, the Certificate of Incorporation or
these By-Laws, all of the powers of the Corporation shall be
vested in the Board.
Section 2.2. Number of Directors. The number of directors
which shall constitute the whole Board shall be not fewer than
one nor more than five. Within the limits above specified, the
number of directors shall be determined by the Board of Directors
pursuant to a resolution adopted by a majority of the directors
then in office.
Section 2.3. Election, Term and Removal. Directors shall
be elected at the annual meeting of stockholders to succeed those
directors whose terms have expired. Each director shall hold
office for the term for which elected and until his or her
successor shall be elected and qualified. Directors need not be
stockholders. A director may be removed from office at a meeting
expressly for that purpose by the vote of stockholders holding
not less than two-thirds of the shares entitled to vote at an
election of directors.
Section 2.4. Vacancies. Vacancies in the Board of
Directors, including vacancies resulting from an increase in the
number of directors, may be filled by the affirmative vote of a
majority of the remaining directors then in office, though less
than a quorum; except that vacancies resulting from removal from
office by a vote of the stockholders may be filled by the
stockholders at the same meeting at which such removal occurs
provided that the holders of not less than two-thirds of the
outstanding capital stock of the Corporation (assessed upon the
basis of votes and not on the basis of number of shares) entitled
to vote for the election of directors, voting together as a
single class, shall vote for each replacement director. All
directors elected to fill vacancies shall hold office for a term
expiring at the time of the next annual meeting of stockholders
and upon election and qualification of his successor. No
decrease in the number of directors constituting the Board of
Directors shall shorten the term of an incumbent director.
Section 2.5. Resignations. Any director of the Corporation
may resign at any time by giving written notice to the president
or to the secretary of the Corporation. The resignation of any
director shall take effect at the time specified therein and,
unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 2.6. Place of Meetings, etc. The Board of
Directors may hold its meetings, and may have an office and keep
the books of the Corporation (except as otherwise may be provided
for by law), in such place or places in or outside the state of
incorporation as the Board from time to time may determine.
Section 2.7. Regular Meetings. Regular meetings of the
Board of Directors shall be held as soon as practicable after
adjournment of the annual meeting of stockholders at such time
and place as the Board of Directors may fix. No notice shall be
required for any such regular meeting of the Board.
Section 2.8. Special Meetings. Special meetings of the
Board of Directors shall be held at places and times fixed by
resolution of the Board of Directors, or upon call of the
chairman of the Board, if any, or vice-chairman of the Board, if
any, the president, an executive vice president or two-thirds of
the directors then in office.
The secretary or officer performing the secretary's duties
shall give not less than twenty-four hours' notice by letter,
telegraph or telephone (or in person) of all special meetings of
the Board of Directors, provided that notice need not given of
the annual meeting or of regular meetings held at times and
places fixed by resolution of the Board. Meetings may be held at
any time without notice if all of the directors are present, or
if those not present waive notice in writing either before or
after the meeting. The notice of meetings of the Board need not
state the purpose of the meeting.
Section 2.9. Participation by Conference Telephone.
Members of the Board of Directors of the Corporation, or any
committee thereof, may participate in a regular or special or any
other meeting of the Board or committee by means of conference
telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and
such participation shall constitute presence in person at such
meeting.
Section 2.10. Action by Written Consent. Any action
required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a
meeting if prior or subsequent to such action all the members of
the Board or such committee, as the case may be, consent thereto
in writing, and the writing or writings are filed with the
minutes of the proceedings of the Board or committee.
Section 2.11. Quorum. A majority of the total number of
directors then in office shall constitute a quorum for the
transaction of business; but if at any meeting of the Board there
be less than a quorum present, a majority of those present may
adjourn the meeting from time to time.
Section 2.12. Business. Business shall be transacted at
meetings of the Board of Directors in such order as the Board may
determine. At all meetings of the Board of Directors, the
chairman of the Board, if any, the president, or in his absence
the vice-chairman, if any, or an executive vice president, in the
order named, shall preside.
Section 2.13. Interest of Directors in Contracts. (a) No
contract or transaction between the Corporation and one or more
of its directors or officers, or between the Corporation and any
other corporation, partnership, association, or other
organization in which one or more of the Corporation's directors
or officers, are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or
participates in the meeting of the Board or committee which
authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if:
(1) The material facts as to his relationship or interest
and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee,
and the Board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though
the disinterested directors be less than a quorum; or
(2) The material facts as to his relationship or interest
and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon,
and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or
(3) The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved
or ratified, by the Board of Directors, a committee of
the Board of Directors or the stockholders.
(b) 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 the contract or transaction.
Section 2.14. Compensation of Directors. Each director of
the Corporation who is not a salaried officer or employee of the
Corporation, or of a subsidiary of the Corporation, shall receive
such allowances for serving as a director and such fees for
attendance at meetings of the Board of Directors or the executive
committee or any other committee appointed by the Board as the
Board may from time to time determine.
Section 2.15. Loans to Officers or Employees. The Board of
Directors may lend money to, guarantee any obligation of, or
otherwise assist, any officer or other employee of the
Corporation or of any subsidiary, whether or not such officer or
employee is also a director of the Corporation, whenever, in the
judgment of the directors, such loan, guarantee, or assistance
may reasonably be expected to benefit the Corporation; provided,
however, that any such loan, guarantee, or other assistance given
to an officer or employee who is also a director of the
Corporation must be authorized by a majority of the entire Board
of Directors. Any such loan, guarantee, or other assistance may
be made with or without interest and may be unsecured or secured
in such manner as the Board of Directors shall approve,
including, but not limited to, a pledge of shares of the
Corporation, and may be made upon such other terms and conditions
as the Board of Directors may determine.
Section 2.16. Nomination. Subject to the rights of holders
of any class or series of stock having a preference over the
common stock as to dividends or upon liquidation, nominations for
the election of directors may be made by the Board of Directors
or by any stockholder entitled to vote in the election of
directors generally. However, any stockholder entitled to vote
in the election of directors generally may nominate one or more
persons for election as directors at a meeting only if written
notice of such stockholder's intent to make such nomination or
nominations has been given, either by personal delivery or by
United States mail, postage prepaid, to the secretary of the
Corporation not later than (i) with respect to an election to be
held at an annual meeting of stockholders, the close of business
on the last day of the eighth month after the immediately
preceding annual meeting of stockholders, and (ii) with respect
to an election to be held at a special meeting of stockholders
for the election of directors, the close of business on the fifth
day following the date on which notice of such meeting is first
given to stockholders. Each such notice shall set forth: (a) the
name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination
or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder
as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange
Commission, had the nominee been nominated, or intended to be
nominated, by the Board of Directors, and; (e) the consent of
each nominee to serve as a director of the Corporation if so
elected. The presiding officer at the meeting may refuse to
acknowledge the nomination of any person not made in compliance
with the foregoing procedure.
Article III
Committees
Section 3.1. Committees. The Board of Directors, by
resolution adopted by a majority of the number of directors then
fixed by these By-Laws or resolution thereto, may establish such
standing or special committees of the Board as it may deem
advisable, and the members, terms, and authority of such
committees shall be set forth in the reslutions establishing such
committee.
Section 3.2. Executive Committee Number and Term of Office.
The Board of Directors may, at any meeting, by majority vote of
the Board of Directors, elect from the directors an executive
committee. The executive committee shall consist of such number
of members as may be fixed from time to time by resolution of the
Board of Directors. The Board of Directors may designate a
chairman of the committee who shall preside at all meetings
thereof, and the committee shall designate a member thereof to
preside in the absence of the chairman.
Section 3.3. Executive Committee Powers. The executive
committee may, while the Board of Directors is not in session,
exercise all or any of the powers of the Board of Directors in
all cases in which specific directions shall not have been given
by the Board of Directors; except that the executive committee
shall not have the power or authority of the Board of Directors
to (i) amend the Certificate of Incorporation or the By-Laws of
the Corporation, (ii) fill vacancies on the Board of Directors,
(iii) adopt an agreement or certification of ownership, merger or
consolidation, (iv) recommend to the stockholders the sale, lease
or exchange of all or substantially all of the Corporation's
property and assets, or a dissolution of the Corporation or a
revocation of a dissolution, (v) declare a dividend, or (vi)
authorize the issuance of stock.
Section 3.4. Executive Committee Meetings. Regular and
special meetings of the executive committee may be called and
held subject to the same requirements with respect to time, place
and notice as are specified in these By-Laws for regular and
special meetings of the Board of Directors. Special meetings of
the executive committee may be called by any member thereof.
Unless otherwise indicated in the notice thereof, any and all
business may be transacted at a special or regular meeting of the
executive meeting if a quorum is present. At any meeting at
which every member of the executive committee shall be present,
in person or by telephone, even though without any notice, any
business may be transacted. All action by the executive
committee shall be reported to the Board of Directors at its
meeting next succeeding such action.
The executive committee shall fix its own rules of
procedure, and shall meet where and as provided by such rules or
by resolution of the Board of Directors, but in every case the
presence of a majority of the total number of members of the
executive committee shall be necessary to constitute a quorum.
In every case, the affirmative vote of a quorum shall be
necessary for the adoption of any resolution.
Section 3.5. Executive Committee Vacancies. The Board of
Directors, by majority vote of the Board of Directors then in
office, shall fill vacancies in the executive committee by
election from the directors.
Article IV
The Officers
Section 4.1. Number and Term of Office. The officers of
the Corporation shall consist of, as the Board of Directors may
determine and appoint from time to time, a chief executive
officer, a president, one or more executive vice-presidents, a
secretary, a treasurer, a controller, and/or such other officers
as may from time to time be elected or appointed by the Board of
Directors, including such additional vice-presidents with such
designations, if any, as may be determined by the Board of
Directors and such assistant secretaries and assistant
treasurers. In addition, the Board of Directors may elect a
chairman of the Board and may also elect a vice-chairman as
officers of the Corporation. Any two or more offices may be held
by the same person. In its discretion, the Board of Directors
may leave unfilled any office except as may be required by law.
The officers of the Corporation shall be elected or
appointed from time to time by the Board of Directors. Each
officer shall hold office until his successor shall have been
duly elected or appointed or until his death or until he shall
resign or shall have been removed by the Board of Directors.
Each of the salaried officers of the Corporation shall
devote his entire time, skill and energy to the business of the
Corporation, unless the contrary is expressly consented to by the
Board of Directors or the executive committee.
Section 4.2. Removal. Any officer may be removed by the
Board of Directors whenever, in its judgment, the best interests
of the Corporation would be served thereby.
Section 4.3. The Chairman of the Board. The chairman of
the Board, if any, shall preside at all meetings of stockholders
and of the Board of Directors and shall have such other authority
and perform such other duties as are prescribed by law, by these
By-Laws and by the Board of Directors. The Board of Directors
may designate the chairman of the Board as chief executive
officer, in which case he shall have such authority and perform
such duties as are prescribed by these By-Laws and the Board of
Directors for the chief executive officer.
Section 4.4. The Vice-Chairman. The vice-chairman, if any,
shall have such authority and perform such other duties as are
prescribed by these By-Laws and by the Board of Directors. In
the absence or inability to act of the chairman of the Board and
the president, he shall preside at the meetings of the
stockholders and of the Board of Directors and shall have and
exercise all of the powers and duties of the chairman of the
Board. The Board of Directors may designate the vice-chairman as
chief executive officer, in which case he shall have such
authority and perform such duties as are prescribed by these
By-Laws and the Board of Directors for the chief executive
officer.
Section 4.5. The President. The president shall have such
authority and perform such duties as are prescribed by law, by
these By-Laws, by the Board of Directors and by the chief
executive officer (if the president is not the chief executive
officer). The president, if there is no chairman of the Board,
or in the absence or the inability to act of the chairman of the
Board, shall preside at all meetings of stockholders and of the
Board of Directors. Unless the Board of Directors designates the
chairman of the Board or the vice-chairman as chief executive
officer, the president shall be the chief executive officer, in
which case he shall have such authority and perform such duties
as are prescribed by these By-Laws and the Board of Directors for
the chief executive officer.
Section 4.6. The Chief Executive Officer. Unless the Board
of Directors designates the chairman of the Board or the vice-
chairman as chief executive officer, the president shall be the
chief executive officer. The chief executive officer of the
Corporation shall have, subject to the supervision and direction
of the Board of Directors, general supervision of the business,
property and affairs of the Corporation, including the power to
appoint and discharge agents and employees, and the powers vested
in him by the Board of Directors, by law or by these By-Laws or
which usually attach or pertain to such office.
Section 4.7. The Executive Vice-Presidents. In the absence
of the chairman of the Board, if any, the president and the
vice-chairman, if any, or in the event of their inability or
refusal to act, the executive vice-president (or in the event
there is more than one executive vice-president, the executive
vice-presidents in the order designated, or in the absence of any
designation, then in the order of their election) shall perform
the duties of the chairman of the Board, of the president and of
the vice-chairman, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the chairman of
the Board, the president and the vice-chairman. Any executive
vice-president may sign, with the secretary or an authorized
assistant secretary, certificates for stock of the Corporation
and shall perform such other duties as from time to time may be
assigned to him by the chairman of the Board, the president, the
vice-chairman, the Board of Directors or these By-Laws.
Section 4.8. The Vice-Presidents. The vice-presidents, if
any, shall perform such duties as may be assigned to them from
time to time by the chairman of the Board, the president, the
vice-chairman, the Board of Directors, or these By-Laws.
Section 4.9. The Treasurer. Subject to the direction of
chief executive officer and the Board of Directors, the treasurer
shall have charge and custody of all the funds and securities of
the Corporation; when necessary or proper he shall endorse for
collection, or cause to be endorsed, on behalf of the
Corporation, checks, notes and other obligations, and shall cause
the deposit of the same to the credit of the Corporation in such
bank or banks or depositary as the Board of Directors may
designate or as the Board of Directors by resolution may
authorize; he shall sign all receipts and vouchers for payments
made to the Corporation other than routine receipts and vouchers,
the signing of which he may delegate; he shall sign all checks
made by the Corporation (provided, however, that the Board of
Directors may authorize and prescribe by resolution the manner in
which checks drawn on banks or depositaries shall be signed,
including the use of facsimile signatures, and the manner in
which officers, agents or employees shall be authorized to sign);
unless otherwise provided by resolution of the Board of
Directors, he shall sign with an officer-director all bills of
exchange and promissory notes of the Corporation; whenever
required by the Board of Directors, he shall render a statement
of his cash account; he shall enter regularly full and accurate
account of the Corporation in books of the Corporation to be kept
by him for that purpose; he shall, at all reasonable times,
exhibit his books and accounts to any director of the Corporation
upon application at his office during business hours; and he
shall perform all acts incident to the position of treasurer. If
required by the Board of Directors, the treasurer shall give a
bond for the faithful discharge of his duties in such sum and
with such sure ties as the Board of Directors may require.
Section 4.10. The Secretary. The secretary shall keep the
minutes of all meetings of the Board of Directors, the minutes of
all meetings of the stockholders and (unless otherwise directed
by the Board of Directors) the minutes of all committees, in
books provided for that purpose; he shall attend to the giving
and serving of all notices of the Corporation; he may sign with
an officer-director or any other duly authorized person, in the
name of the Corporation, all contracts authorized by the Board of
Directors or by the executive committee, and, when so ordered by
the Board of Directors or the executive committee, he shall affix
the seal of the Corporation thereto; he may sign with the
president or an executive vice-president all certificates of
shares of the capital stock; he shall have charge of the
certificate books, transfer books and stock ledgers, and such
other books and papers as the Board of Directors or the executive
committee may direct, all of which shall, at all reasonable
times, be open to the examination of any director, upon
application at the secretary's office during business hours; and
he shall in general perform all the duties incident to the office
of the secretary, subject to the control of the chief executive
officer and the Board of Directors.
Section 4.11. The Controller. The controller shall be the
chief accounting officer of the Corporation. Subject to the
supervision of the Board of Directors, the chief executive
officer and the treasurer, the controller shall provide for and
maintain adequate records of all assets, liabilities and
transactions of the Corporation, shall see that accurate audits
of the Corporation's affairs are currently and adequately made
and shall perform such other duties as from time to time may be
assigned to him.
Section 4.12. The Assistant Treasurers and Assistant
Secretaries. The assistant treasurers shall respectively, if
required by the Board of Directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as
the Board of Directors may determine. The assistant secretaries
as thereunto authorized by the Board of Directors may sign with
the chairman of the Board, the president, the vice-chairman or an
executive vice-president, certificates for stock of the
Corporation, the issue of which shall have been authorized by a
resolution of the Board of Directors. The assistant treasurers
and assistant secretaries, in general, shall perform such duties
as shall be assigned to them by the treasurer or the secretary,
respectively, or chief executive officer, the Board of Directors,
or these By-Laws.
Section 4.13. 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 is also a director of the Corporation.
Section 4.14. Voting upon stocks. Unless otherwise ordered
by the Board of Directors or by the executive committee, any
officer, director or any person or persons appointed in writing
by any of them, shall have full power and authority in behalf of
the Corporation to attend and to act and to vote at any meetings
of stockholders of any corporation in which the Corporation may
hold stock, and at any such meeting shall possess and may
exercise any and all the rights and powers incident to the
ownership of such stock, and which, as the owner thereof, the
Corporation might have possessed and exercised if present. The
Board of Directors may confer like powers upon any other person
or persons.
Article V
Contracts and Loans
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.
Article VI
Certificates for Stock and Their Transfer
Section 6.1. Certificates for Stock. Certificates
representing stock of the Corporation shall be in such form as
may be determined by the Board of Directors. Such certificates
shall be signed by the chairman of the Board, the president, the
vice-chairman or an executive vice-president and/or by the
secretary or an authorized assistant secretary and shall be
sealed with the seal of the Corporation. The seal may be a
facsimile. If a stock certificate is countersigned (i) by a
transfer agent other than the Corporation or its employee, or
(ii) by a registrar other than the Corporation or its employee,
any other signature on the certificate may be a facsimile. In
the event that any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent,
or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue. All
certificates for stock shall be consecutively numbered or
otherwise identified. The name of the person to whom the shares
of stock represented thereby are issued, with the number of
shares of stock and date of issue, shall be entered on the books
of the Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled and no new
certificates shall be issued until the former certificate for a
like number of shares of stock shall have been surrendered and
canceled, except that, in the event of a lost, destroyed or
mutilated certificate, a new one may be issued therefor upon such
terms and indemnity to the Corporation as the Board of Directors
may prescribe.
Section 6.2. Transfers of Stock. Transfers of stock of the
Corporation shall be made only on the books of the Corporation by
the holder of record thereof or by his legal representative, who
shall furnish proper evidence of authority to transfer, or by his
attorney thereunto authorized by power of attorney duly executed
and filed with the secretary of the Corporation, and on surrender
for cancellation of the certificate for such stock. The person
in whose name stock stands on the books of the Corporation shall
be deemed the owner thereof for all purposes as regards the
Corporation.
Article VII
Fiscal Year
Section 7.1. Fiscal Year. The fiscal year of the
Corporation shall begin on the first day of January in each year
and end on the last day of December in each year.
Article VIII
Seal
Section 8.1. Seal. The Board of Directors shall approve a
corporate seal which shall be in the form of a circle and shall
have inscribed thereon the name of the Corporation.
Article IX
Waiver of Notice
Section 9.1. Waiver of Notice. Whenever any notice is
required to be given under the provisions of these By-Laws or
under the provisions of the Certificate of Incorporation or under
the provisions of the corporation law of the state of
incorporation, waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such
notice. Attendance of any person at a meeting for which any
notice is required to be given under the provisions of these
By-Laws, the Certificate of Incorporation or the corporation law
of the state of incorporation shall constitute a waiver of notice
of such meeting except when the person attends for the express
purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully
called or convened.
Article X
Amendments
Section 10.1. Amendments. These By-Laws may be altered,
amended or repealed and new By-Laws may be adopted at any meeting
of the Board of Directors of the Corporation by the affirmative
vote of a two-thirds or more of the members of the Board, or by
the affirmative vote of the holders of 75 percent or more of the
outstanding capital stock of the Corporation (assessed upon the
basis of votes and not on the basis of number of shares) entitled
to vote generally in the election of directors, voting together
as a single class, cast at a meeting of the stockholders called
for that purpose.
Article XI
Indemnification
Section 11.1. Indemnification. The Corporation shall
indemnify its officers, directors, employees and agents to the
fullest extent permitted by the Nevada General Corporation Law,
as amended from time to time.
[END]
JOHN P. MACLEAN
CERTIFIED PUBLIC ACCOUNTANT
15701 ALAMEDA DRIVE
BOWIE, MARYLAND 20716-1312
301/249-4900
CONSENT OF CERTIFIED PUBLIC ACCOUNTANT
I hereby consent to the use in the Registration Statement on Form S-1
of my report dated August 19, 1997, relating to the audited financial
statements of Century Investments International Inc. and the reference to my
firm under the caption "experts" in the Prospectus.
/s/ John P. MacLean
September 15, 1997
