<PAGE>
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
February 22, 2000
Date of Report
(Date of Earliest Event Reported)
ORION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
1800 Diagonal Road
Suite 500
Alexandria, Virginia 22314
(Address of principal executive offices (zip code))
(703) 299-0500
(703) 299-6074 (fax)
(Registrant's telephone number, including area code)
Hancock Holdings, Inc.
39 Broadway, Suite 2250
New York, New York 10006
(Former Name and Former Address)
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<S> <C> <C>
Nevada 88-0369588
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Pursuant to a Share Exchange Agreement (the "Agreement") dated February 22,
2000, Orion Technologies, Inc., a Nevada corporation ("Orion" or the "Company"),
acquired all of the issued and outstanding capital stock of Hancock Holdings,
Inc. ("Hancock") from the shareholders of Hancock in a pro rata exchange for an
aggregate of 150,000 shares of Orion's common stock, par value $0.001 per share
(the "Share Exchange"). There were seven shareholders of Hancock immediately
prior to the Share Exchange. They were MHE Projix LLC, a Florida limited
liability company, Mark Elenowitz, Louis Taubman, David Simonetti, Thomas Bostic
Smith, William Quigley, Jr., and Barry Labell, who held 5,000,000 shares of
Hancock common stock in the aggregate. As a result of the Share Exchange, 100%
of the outstanding capital stock of Hancock is owned by Orion and Hancock became
a wholly-owned subsidiary of Orion. Prior to the Share Exchange, Orion had
2,216,935 shares of common stock issued and outstanding. Following the Share
Exchange, Orion had 2,366,935 shares of common stock issued and outstanding. A
copy of the Agreement is filed as an exhibit to this Form 8-K and is
incorporated in its entirety herein. The foregoing description is modified by
such reference.
Upon effectiveness of the Share Exchange, pursuant to Rule 12g-3(a)
of the General Rules and Regulations of the Securities and Exchange Commission,
Orion became the successor issuer to Hancock for reporting purposes under the
Securities Exchange Act of 1934 and elects to report under the Act effective
February 22, 2000.
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(b) The following table contains information regarding the shareholdings of the
Company's current directors and executive officers and those persons or entities
who beneficially own more than 5% of the Company's common stock:
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AMOUNT OF COMMON STOCK PERCENT OF COMMON STOCK
BENEFICIALLY OWNED BENEFICIALLY OWNED(1)
<S> <C> <C>
Directors and Officers
- - - - - - - - - - - - - ----------------------
A. Frans Heideman 75,807(2) 3.20%
Klaus Maedje 12,500 < 1%
All current directors and officers
as a group four persons) 88,307 3.73%
5% or More Stockholders
- - - - - - - - - - - - - -----------------------
First Capital Invest Corp. 307,058(3) 12.97%
P.O. Box 2071
Muhlebachstrasse 54
CH8032
Switzerland
Maximum Investments Ltd. 397,222 16.78%
c/o Dr. Marco Stoffel & Partner
Dolderstrasse 16
CH-8034
Switzerland
MHE Projix, LLC 147,500(4) 6.02%
516 NE 9th Avenue
Ft. Lauderdale, FL 33301-1218
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- - - - - - - - - - - - - -------------
(1) Based on 2,366,935 shares issued and outstanding after the Share Exchange.
(2) These shares are held in the name of NewDominion Capital Group, Inc., a
company controlled by Mr. Heideman.
(3) The Company is obligated to issue approximately 50,000 additional shares
to First Capital Invest Corp. in conversion of certain indebtedness of the
Company to First Capital Invest Corp.
(4) MHE Projix LLC is owned, directly or indirectly, by Mark Elenowitz, Louis
Taubman, David Simonetti and Thomas Smith Bostic. These individuals own in
the aggregate an additional 6,750 shares of Orion common stock which
shares were received in the Share Exchange.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) The consideration provided by the parties pursuant to the Agreement
was negotiated between Orion and the former Hancock shareholders. In evaluating
the Share Exchange transaction, the former Hancock shareholders used criteria
such as the value of the assets of Orion, Orion's ability to compete in its
markets, the current and anticipated business operations of Orion. Orion
considered the value of Hancock's status as a publicly reporting shell company
and its ability to succeed to the reporting status of Hancock.
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BUSINESS
The Company - Background
Orion Technologies, Inc. is an international holding company
concentrating on Internet and telecommunications-based technologies and services
for e-commerce and business-to-business markets.
The Company was incorporated in Nevada as Geoasia Enterprises, Ltd. on
July 17, 1996. On September 8, 1997, the Company acquired its current corporate
name through a merger with Orion Technologies, Inc., a company engaged in the
electronic commerce network business through its wholly-owned operating
subsidiary, Orion Technologies (Canada), Inc. ("Orion Canada"). Prior to this
merger, the Company did not engage in any business other than the investigation
of various business opportunities. In order to stem the losses experienced by
the Company in connection with the operation of Orion Canada, on June 15, 1999,
the Company divested Orion Canada through the sale of 100% of Orion Canada's
capital stock to members of Orion Canada's management in exchange for 5,000,000
shares of preferred stock of a new company formed to purchase Orion Canada which
shares have a par value of $5,000,000, the agreement of the Orion Canada
management to surrender certain shares of the Company for cancellation and the
agreement of the new company to assume the operating liabilities of Orion
Canada.
Electronic Commerce and EFT/POS Business
Prior to the divestiture of Orion Canada, the Company determined to
pursue a business plan of providing electronic commerce and electronic financial
services in international markets by acquiring established companies in that
market place. In July 1999, the Company acquired two German companies, EZ
Electronic Payment Systems (EZ Elektronische Zahlungssysteme GmbH) ("EZ") and
EPS Electronic Processing (EPS Elektronische Processing Systems GmbH) ("EPS").
EZ and EPS are engaged in the electronic funds transfer at point of sales
(EFT/POS) transaction processing business. Since the acquisition, management has
determined that it is in the best interest of the companies to subcontract the
transaction processing operations out to two German financial institutions in
the name of EZ. Therefore, EPS has ceased operations.
EZ rents multi-functional, electronic card processing terminals to its
customers and charges a fixed monthly fee plus a fee for each transaction. EZ
has over 340 customers ranging from small retail stores and local governments to
large retail organizations, including Otto Stores which is the largest retail
catalogue store chain in the world. EZ has a strategic alliance with Trintech
Limited, a manufacturer of electronic card reading machines, to acquire up to
3,500 terminals for placement at retail outlets of EZ's customers in Germany. EZ
and Trintech have jointly developed a unique turnkey package for the delivery of
electronic card processing terminals to new customers. This package is delivered
to the customer and after connection to an electrical outlet and a telephone
outlet, allows the customer to become immediately ready to process credit card
transactions without any additional action by EZ or its personnel. Trintech also
provides EZ with technical support and other services for its EFT/POS business.
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The potential market for EFT/POS in Germany is substantial as there are
over 49 million Eurocheque ("EC") cardholders, as well as over 15 million bank
clients carrying debit cards in Germany. In addition, EZ terminals will accept
credit cards, bank customer cards (ATM), chip cards (cash cards), and private
label cards. In Germany, only eight percent of all merchants currently utilize
any electronic point-of-sale equipment. Management believes that the Company can
provide both the equipment and the processing systems to capture a significant
portion of this market in a relatively short time span. The marketing of EZ
products and services are done by direct mail advertising, banks and referrals.
EZ has formed a subsidiary in Warsaw, Poland known as EZ Elektroniczne
Systemy Platinicze S. A. ("EZ Poland"). EZ's strategic partner, a large Polish
investment fund, holds a minority interest in EZ Poland. EZ Poland will deploy
electronic point of sale terminals in retail locations for the processing of
credit and debit card transactions. In addition, EZ Poland is seeking to develop
strategic alliances with Internet and telecommunications service providers.
Management believes that it will commence doing business in Poland in the near
future.
In January 2000, the Company entered into a non-binding letter of
intent to acquire a company in the business of providing security verification
to point of sale transactions. The target company manufactures and sells
patented products that enhance the capabilities of POS equipment to provide
evidence of theft. The market and customer base of the target is similar to that
of EZ. Although this acquisition is still in the due diligence stage, the
Company believes that this target, if acquired, will provide a value added
service to the electronic funds commerce/point of sale business of the company
and allow the Company to capitalize on marketing synergies between the
companies.
Telecommunications Business
In late 1999, the Company determined to modify its business plan to
include the development of a vertically integrated telecommunications company
providing facilities based, bundled wireless, satellite and terrestrial products
and services for voice, data and video transmission. The Company assembled a
team of experienced telecommunications executives to develop this business and
incorporated a subsidiary in Delaware, Globalinx Corporation, in order to
implement this aspect of its business plan. Globalinx began providing
telecommunications services to customers in February 2000.
Globalinx's strategy is to provide service in diverse areas worldwide
with existing, profitable business partners who know the telecommunications
industry in their region. Management intends to expand market share and service
offerings through mergers, acquisitions and strategic alliances.
Globalinx intends to market its services through a broad network of
professional reseller, distributors and agents. Globalinx is seeking to form
affiliations with other companies who will manage sales channels worldwide.
Through these strategic relationships, management is seeking to position
Globalinx to expand market share and deploy region-specific services as they
become
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available. Globalinx's target customer is a small or medium commercial business,
generating average revenue of $500 (US) per month, a customer segment management
believes is underserved by the current telecommunications service providers.
In January 2000, the Company signed an agreement with QWEST
Communications to provide a comprehensive suite of wholesale telecommunications
services to be offered by Globalinx to its customers. These services include
"switched services", data services, unified messaging services and value-added
services, satellite and wireless services. Switched services are comprised of
inter- and intrastate U.S. long distance service, international long distance,
U.S. local telephone service, operator-assisted calling, U.S. and international
toll-free calling, global calling cards and prepaid calling cards. Data services
include point-to-point, frame relay, ATM and ISP (Internet Service Provider)
services. Unified messages and value-added services include one number
"follow-me" service through a personal toll-free number, voice, fax and e-mail
notification, unassisted conference and three-way calling, integrated e-mail
and account management through Internet enabling. Additional services available
under the QWEST agreement include operator assisted conference service and
multi-lingual customer services.
Globalinx has engaged Best Web USA, Inc. as its national marketing and
sales agent for telecommunications services. Best Web, based in Garden City, New
York, operates under the brand name of BestwebUSA.com, and markets Internet and
telecommunications services to business customers. Their marketing network will
sell the bundled telecommunications services of Globalinx nationally to
businesses.
The Company has also completed negotiations with a billing company to
provide backoffice billing services to Globalinx customers. In addition, the
Company is in negotiations with local phone companies for access to local
service. In January, 2000, the Company entered into a non-binding letter of
intent to acquire a company that holds nationwide licenses to provide
international long-distance telephone service. Additional acquisitions in the
telecommunications arena are currently being pursued to broaden the services and
secure customer bases.
Business Expansion
In order to implement the Company's business plan, the Company seeks to
acquire companies in the EFT/POS, e-commerce and telecommunications marketplace
through merger, acquisition and strategic alliance. Orion is in serious
discussions with three other strategic acquisition prospects in these
industries. The Company has not restricted the type of companies it may acquire.
The Company may acquire a business that only recently commenced operations, or a
developing company in need of additional funds to expand into new products or
markets, or an established business that may be experiencing financial or
operating difficulties and needs additional capital which is perceived to be
easier to raise by a public company. In some instances, a business opportunity
may involve acquiring or merging with a corporation which does not need
substantial additional cash but which desires to establish a public trading
market for its common stock. The Company may purchase assets and establish
wholly-owned subsidiaries in various businesses or purchase existing businesses
as subsidiaries.
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Because business opportunities may occur in many different industries
and at various stages of development, the task of comparative investigation and
analysis of such business opportunities will be extremely difficult and complex.
The Company will also incur significant legal and accounting costs in connection
with the acquisition of a business opportunity, including the legal fees for
preparing acquisition documentation, due diligence investigation costs and the
costs of preparing reports and filings with the Securities and Exchange
Commission.
The Company will seek potential business opportunities from all known
sources, but will rely principally on personal contacts of its officers and
directors as well as indirect associations between them and other business and
professional people. From time to time, the Company may engage the services of
consultants and or other outside professionals for their assistance in locating
and evaluating appropriate business opportunities.
The Company requires significant additional funding in order to
accomplish its business plan.
COMPETITION
The Company will face extreme competition both in the identification
and acquisition of appropriate target businesses and in the operation of any
businesses acquired. There are many established management and financial
consulting companies and venture capital firms which have significantly greater
financial and personal resources, technical expertise and experience than the
Company. In view of the Company's limited financial resources and management
availability, the Company will continue to be at significant competitive
disadvantage vis-a-vis the Company's competitors.
Although EZ does some marketing through banks, In some areas the banks
themselves offer POS equipment at very competitive rates. There are many
re-sellers of telecommunications products that may compete with some of
Globalinx's products and services. Venture capital firms are aggressively
pursuing telecommunications companies and may be in a better position to acquire
an interest in companies that Orion is pursuing.
EMPLOYEES
The Company has 6 employees operating the EFT/POS business, 5 of whom
are located in the Frankfort area of Germany and 1 of whom is located in Warsaw,
Poland. Globalinx has engaged the services of three consultants who are working
full time for the company. The Company relies heavily on its current officers
and directors in operating its businesses including the Company's executive
officer resident in Alexandria, Virginia. These officers and directors will
devote as much time as the Board of Directors determines is necessary to carry
out the affairs of the Company.
TRADEMARKS AND PATENTS
The Company has no patents or trademarks and has not applied for any
patents or trademarks.
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PROPERTY
The Company's principal executive offices are located at 1800 Diagonal
Road, Suite 500, Alexandria, Virginia 22314. The Company subleases these
corporate offices under a verbal lease agreement with NewDominion Capital Group
Inc. The Company leases office space and parking spaces in
Sprendlingen/Dreieich, Germany for EZ. The Company shares a small office space
in Warsaw, Poland for its operations there.
LITIGATION
There is no outstanding material litigation in which the Company is
involved and the Company is unaware of any pending actions or claims against it.
DESCRIPTION OF SECURITIES
The Company has an authorized capitalization of 100,000,000 shares of
common stock, $.001 par value per share ("Common Stock") and 2,500,000
authorized shares of preferred stock with no par value. The Company's Articles
of Incorporation authorize the Company's Board of Directors to direct the
issuance of shares of preferred stock in one or more series from time to time
and to fix the designations, powers, preferences, rights, qualifications,
limitations and restrictions of each series of preferred stock. These may
include voting rights, dividend rates and whether dividends are cumulative,
terms and conditions of redemption or conversion, and rights upon liquidation.
Common Stock
Following the Share Exchange, there were 2,366,935 shares of the
Company's Common Stock issued and outstanding. The holders of the Company's
common stock are entitled to one non-cumulative vote for each share held of
record on all matters submitted to a vote of shareholders. Subject to
preferences that may be applicable to outstanding shares of preferred stock, if
any, the holders of common stock are entitled to receive ratably any dividends
that are declared by the Company's Board of Directors out of funds legally
available therefor and are entitled to share ratably in all of the assets of the
Company available for distribution to holders of Common Stock upon liquidation
dissolution or winding up of the affairs of the Company. Holders of Company's
Common Stock have no preemptive, subscription or conversion rights and there are
no redemption or sinking fund provisions or rights applicable thereto.
Preferred Stock
Following the Share Exchange, there were approximately 290,000 shares
of the Company's Series A Preferred Stock issued and outstanding at a face price
of $0.50 per share. The Series A Preferred Stock is entitled to receive a
dividend of 8% per annum of the face price which dividends began accruing on
January 1, 1998 and are payable each year if surplus or net profits are
available therefor and if such funds are not available, the dividend accumulates
from year to year. The Series A Preferred Stock has no voting rights and is not
transferable by the
<PAGE>
holder. The Series A Preferred Stock may be redeemed by the Company at any time
for the purchase price plus any accrued unpaid dividends provided that the
Company has offered to exchange each share of Series A Preferred Stock
for 1.05 shares of the Company's Common Stock and warrants to purchase
additional shares of the Company's Common Stock and a registration statement
registering the issuance of such common shares and warrants is in effect.
The Board of Directors, without shareholder approval, may issue
preferred stock with voting and conversion rights that could materially and
adversely affect the voting power of the holders of Common Stock. The issuance
of preferred stock could also decrease the amount of earnings and assets
available for distribution to holders of Common Stock. In addition, the issuance
of preferred stock may have the effect of delaying or preventing a change of
control of the Company. At present, the Company has no plans to issue any shares
of preferred stock.
Transfer Agent
The transfer agent for the Company's Common Stock is American
Securities Transfer & Trust, Inc., 12039 West Alameda Parkway, Suite Z2,
Lakewood, Colorado 80228. The Company serves as its own transfer agent and
registrar for its Series A preferred stock.
MARKET FOR ORION'S SECURITIES
The Company's Common Stock is traded on the OTC Bulletin Board, a
service provided by the Nasdaq Stock Market Inc., under the symbol, "ORTG". The
Nasdaq Stock Market has implemented a change in its rules requiring all
companies trading securities on the OTC Bulletin Board to become reporting
companies under the Securities Exchange Act of 1934. The Company was required to
become a reporting company by the close of business on February 24, 2000. Orion
acquired all the outstanding shares of Hancock to become successor issuer to it
pursuant to Rule 12g-3 in order to comply with the reporting company
requirements implemented by the Nasdaq Stock Market.
The following table sets forth for the periods indicated the high and
low bid prices for the common stock as reported each quarterly period within the
last two fiscal years on the OTC Bulletin Board. The prices have been adjusted
to reflect the 20-to-1 reverse split of the Company's common stock effected in
July 1999. The prices are inter-dealer prices, do not include retail mark up,
mark down or commission and may not necessarily represent actual transactions.
Quarter Ended Open Price High Price Low Price Closing Price
March, 1998 140 158.74 60 105
June, 1998 105 160 80 81.26
September, 1998 81.26 96.26 30 40
December, 1998 40 44.36 15 15
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March, 1999 15 18 4.38 4.38
June, 1999 4.38 11.26 3.12 3.8
September, 1999 3.8 3.5 1.5 1.5
December, 1999 1.5 3.5 1.19 3.5
February 18, 2000 3.5 3.75 2.38 3.63
During the last two years, no dividends have been paid on the Company's
stock and the Company does not anticipate paying any cash dividends in the
foreseeable future. Although it is the Company's intention to utilize all
available funds for the development of the Company's business, no restrictions
are in place which would limit or restrict the ability of the Company to pay
dividends.
MANAGEMENT
Information as to the directors and officers of the Company is as follow:
Name Position
- - - - - - - - - - - - - ---- --------
A Frans Heideman President, Secretary and Director
Jan Bout Director
Klaus Maedje Director
A. Frans Heideman. Mr. Heideman was elected to the Company's Board of Directors
in August 1997 and became the President and Secretary of the Company in February
1999. He has had a career in international investment banking, trade and
management. In 1993, Mr. Heideman formed NewDominion Capital Group, Inc., a
merchant banking and investment banking services company, and has served as
NewDominon's president since its inception. Mr. Heideman currently serves on the
board of a number of publicly traded portfolio companies including US Digital
Communications, Inc. and Pyrocap International, Inc.
Jan A.J. Bout. Mr. Bout was elected to the Company's Board of Directors in July
1999. From 1993 to the present, Mr.. Bout has been the Managing Director of
Trust International Luxembourg S.A., a company offering full service trust
operations and tax and legal advice in implementing and managing corporate
structures for clients. From 1989 to 1993 Mr. Bout established and was Managing
Director of the Luxembourg Trust operations for ABN-AMBRO Bank of Holland. Mr.
Bout is also a solicitor and used to practice in Sydney, Australia were he
practiced in the areas of commercial, corporate, finance, securities, mergers
and acquisitions, and taxation law.
<PAGE>
Dipl. Kfm. Stb. Klaus Maedje. Mr. Maedje was elected to the Company's Board of
Directors in July 1999 in connection with the Company's acquisition of EZ and
EPS. From 1988 to the present Mr. Maedje has been a principal in his own firm
that specializes in providing tax and business advice along with performing
audits for business client companies in Luxembourg. Mr. Maedje received his
degree in business administration from the University of Cologne.
EXECUTIVE COMPENSATION
None of the Company's officers and/or directors currently receive any
compensation for their services rendered to the Company, nor have they received
such compensation since the divestiture of Orion Canada as described above.
No retirement, pension, profit sharing, stock option, or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.
RELATED TRANSACTIONS
Transactions with Management and Related Transactions
The Company has a verbal Agreement with the NewDominion Capital Group,
Inc., a company in which A. Frans Heideman is a controlling shareholder, for the
provision of office support, management and consulting services and other
business related services. The Company has the use of a limited amount of office
and records storage space provided by New Dominion and reimburses New Dominion
for its own charges for long distance telephone calls and other miscellaneous
secretarial, photocopying, and similar expenses. The Company has made periodic
payments to New Dominion under this verbal agreement as funds have been
available.
Orion and MHE Projix, LLC ("MHE"), the former majority shareholder of
Hancock Holdings, Inc., the predecessor filer to Orion, entered into a service
agreement on February 17, 2000. Under the terms of this agreement MHE agreed to
(i) assist Orion in locating a reporting company for possible acquisition by
Orion; (ii) provide advice to Orion regarding the acquisition of such company by
Orion; (iii) assist Orion in maintaining its listing on the OTCBB and (iv)
assist Orion with the preparation and filing of this Form 8-K with the
Commission. In consideration for the foregoing services, MHE will receive a
consulting fee of $110,000. As a result of the Share Exchange, MHE is a
shareholder of Orion.
Indebtedness of Management
No member of the management, officers, or directors is or has been
indebted to the Company. No director or officer is personally liable for the
repayment of amounts by any financing received by the Company.
<PAGE>
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company maintains insurance against all liability incurred by its
officers and directors in defense of any actions to which they may be made
parties by reason of their positions as officers and directors.
Nevada law authorizes a Nevada corporation to indemnify its officers
and directors against claims or liablities arising out of such person's conduct
as officers or directors if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
Company. The Articles of Incorporation provide for indemnification of the
directors of the Company. In addition, the Bylaws of the Company provide for
indemnification of the directors, officers, employees or agents of the Company.
In general, these provision provide for indemnification in instances when such
persons acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the Company.
RISK FACTORS
The Company's business is subject to numerous risk factors, including the
following:
LIMITED OPERATING HISTORY AND MINIMAL ASSETS. The Company has a limited history
and has received limited revenues or earnings from operations. The Company has
limited significant assets and limited financial resources. The Company will, in
all likelihood, sustain operating expenses without corresponding revenues, at
least until it completes a business combination. This may result in the Company
incurring a net operating loss which will increase continuously until the
Company completes a business combination with a profitable business opportunity.
There is no assurance that the Company will identify a business opportunity or
complete a business combination.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The success of the
Company's proposed plan of operation will depend to a great extent on the
operations, financial condition, and management of identified business
opportunities. While management intends to seek business combinations with
entities having established operating histories, it cannot assure that the
Company will successfully locate candidates meeting such criteria. In the event
the Company completes a business combination, the success of the Company's
operations may be dependent upon management of the successor firm or venture
partner firm together with numerous other factors beyond the Company's control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS. The
Company is, and will continue to be, an insignificant participant in the
business of seeking mergers and joint ventures with, and acquisitions of small
private entities. A large number of established and well financed entities,
including venture capital firms, are active in mergers and acquisitions of
companies which may also be desirable target candidates for the Company. Nearly
all such entities have significantly greater financial resources, technical
expertise, and managerial capabilities than the Company. The Company is,
consequently, at a competitive disadvantage in identifying possible business
opportunities and successfully
<PAGE>
completing a business combination. Moreover, the Company will also compete with
numerous other small public companies in seeking merger or acquisition
candidates.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO STANDARDS FOR
BUSINESS COMBINATION. There can be no assurance the Company will successfully
identify and evaluate suitable business opportunities or conclude a business
combination. The Company has been in the developmental stage since it sold all
of its operating assets (see above) and has limited operations to date. There is
no assurance the Company will be able to negotiate a business combination on
terms favorable to the Company. The Company has not established a specific
length of operating history or a specified level of earnings, assets, net worth
or other criteria which it will require a target business opportunity to have
achieved, and without which the Company would not consider a business
combination in any form with such business opportunity. Accordingly, the Company
may enter into a business combination with a business opportunity having no
significant operating history, losses, limited or no potential for earnings,
limited assets, negative net worth, or other negative characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. While seeking a
business combination, management anticipates devoting substantial time to the
business of the Company. The Company's officers have not entered into written
employment agreements with the Company and are not expected to do so in the
foreseeable future. The Company has not obtained key man life insurance on its
officers or directors. Notwithstanding the combined limited experience and time
commitment of management, loss of the services of any of these individuals would
adversely affect development of the Company's business and its likelihood of
continuing operations.
CONFLICTS OF INTEREST - GENERAL. The Company's officers and directors
participate in other business ventures which compete directly with the Company.
Additional conflicts of interest and non "arms-length" transactions may also
arise in the event the Company's officers or directors are involved in the
management of any firm with which the Company transacts business.
LACK OF DIVERSIFICATION. In all likelihood, the Company's proposed operations,
even if successful, will result in a business combination with only a limited
number of entities. Consequently, the resulting activities may be limited to
those entities businesses. The Company's inability to diversify its activities
into a number of areas may subject the Company to economic
<PAGE>
fluctuations within a particular business or industry, thereby increasing the
risks associated with the Company's operations.
REGULATION. As a telecommunications company, the Company will be subject to
regulation under the Federal Communications Commissions and the rules and
regulations of local Public Utility Commissions.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination involving the
issuance of the Company's common stock may result in shareholders of a private
company obtaining a controlling interest in the Company. Any such business
combination may require management of the Company to sell or transfer all or a
portion of the Company's common stock held by them, or resign as members of the
Board of Directors of the Company. The resulting change in control of the
Company could result in removal of one or more present officers and directors of
the Company and a corresponding reduction in or elimination of their
participation in the future affairs of the Company.
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION. The
Company's primary plan of operation is based upon a series of business
combinations with private or small public concerns which, in all likelihood,
would result in the Company issuing securities to shareholders of such private
or small public companies. Issuing previously authorized and unissued common
stock of the Company will reduce the percentage of shares owned by present and
prospective shareholders, and a change in the Company's control and/or
management.
TAXATION. Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination the Company may undertake. Typically,
these transactions may be structured to result in tax-free treatment to both
companies, pursuant to various federal and state tax provisions. The Company
intends to structure any business combination so as to minimize the federal and
state tax consequences to both the Company and the target entity. Management
cannot assure that a business combination will meet the statutory requirements
for a tax-free reorganization, or that the parties will obtain the intended
tax-free treatment upon a transfer of stock or assets. A non-qualifying
reorganization could result in the imposition of both federal and state taxes,
which may have an adverse effect on both parties to the transaction..
BLUE SKY CONSIDERATIONS. Because the securities registered hereunder have not
been registered for resale under the blue sky laws of any state, and the Company
has no current plans to register or qualify its shares in any state, holders of
these shares and persons who desire to purchase them in any trading market that
might develop in the future, should be aware that there may be significant state
blue sky restrictions upon the ability of new investors to purchase the
securities. These restrictions could reduce the size of any potential market. As
a result of recent changes in federal law, non-issuer trading or resale of the
Company's securities is exempt from state registration or qualification
requirements in most states. Accordingly, investors should consider any
potential secondary market for the Company's securities to be a limited one.
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
As the parent company of Hancock, Orion has replaced Hancock's
auditors, Cohen & Kameny CPAs PLCC, and will use it own auditors,
PriceWaterhouseCoopers, as the Company's principal independent accountant for
the fiscal year ended December 31, 1999. Cohen & Kameny's report on Hancock's
financial statements for the past fiscal year did not contain an adverse opinion
or disclaimer of opinion and was not modified as to uncertainty, audit scope, or
accounting principles. The Company's decision to use PriceWaterhouseCoopers and
not Cohen & Kameny was approved by the Company's Board of Directors. There were
no disagreements with Hancock's former accountant, whether or not resolved, on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedures, which if not resolved would have caused
Hancock's former accountant to make reference to the subject matter of the
disagreement(s) in connection with its report.
ITEM 5. OTHER EVENTS
Successor Issuer Election
Pursuant to Rule 12g-3(a) of the General Rules and Regulations of the Securities
and Exchange Commission, upon effectiveness of the Share Exchange, the Company
became the successor issuer to Hancock for reporting purposes under the
Securities Exchange Act of 1934 and elects to report under the Act effective
February 22, 2000.
ITEM 7. FINANCIAL STATEMENTS
No financial statements are filed herewith. The Registrant is required to file
financial statements by amendment hereto not later than 60 days after the date
that this Current Report on Form 8-K must be filed.
ITEM 8. CHANGE IN FISCAL YEAR
Orion has a December 31 fiscal year end. The fiscal year end of Hancock is
September 30. The Company will file a Transitional Report on Form 10-KSB, if
required.
EXHIBITS
2.1 Share Exchange Agreement between Orion Technologies, Inc. and the
shareholders of Hancock Holdings Inc., dated February 17, 2000
3.1 Articles of Incorporation of Orion Technologies, Inc.
3.2 By-Laws of Orion Technologies, Inc.
<PAGE>
16.1 Letter Re Change in Certifying Accountant
21.1 List of Subsidiaries of Orion Technologies, Inc.
*24.1 Consent of accountants
*27.1 Financial Data Schedule
- - - - - - - - - - - - - -----------
*To be filed by amendment
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
ORION TECHNOLOGIES, INC.
By: /s/
---------------------------
A. Frans Heideman
President
February 24, 2000
<PAGE>
EXHIBIT 2.1
SHARE EXCHANGE AGREEMENT
This Share Exchange Agreement ("Agreement") between ORION TECHNOLOGIES,
INC., a Nevada corporation ("Orion"), and the persons listed in Exhibit A hereof
(collectively the "Shareholders"), being the owners of record of all of the
issued and outstanding stock of Hancock Holdings, Inc., a Delaware corporation
("Hancock"), is entered into as of February 17, 2000.
RECITALS
A. Hancock Holdings Inc., a Delaware corporation ("Hancock"), is a
public shell company with no active business and no material assets or
liabilities.
B. The Shareholders own all of the issued and outstanding shares of
common stock, par value $0.0001 of Hancock (the "Hancock Shares").
C. The Shareholders have agreed to sell to Orion, and Orion has agreed
to purchase, the Hancock Shares from the Shareholders in exchange for shares of
Orion common stock, pursuant to the terms and conditions set forth in this
Agreement.
D. The Shareholders and Orion intend that the share exchange
transaction contemplated by this Agreement qualify as a reorganization within
the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as
amended
In consideration of the mutual representations, warranties, covenants
and agreements contained in this Agreement, the parties agree as follows:
1. Exchange of Stock
(a) The Shareholders agree to transfer to Orion, and Orion agrees to
purchase from the Shareholders, all of the Shareholders' right, title and
interest in the Hancock Stock, representing 100% of the issued and outstanding
stock of Hancock, free and clear of all mortgages, liens, pledges, security
interests, restrictions, encumbrances, or adverse claims of any nature.
(b) At the Closing (as defined in Section 2 below), upon surrender by
the Shareholders of the certificates evidencing the Hancock Stock duly endorsed
for transfer to Orion or accompanied by stock powers executed in blank by the
Shareholders, Orion will cause 150,000 shares (subject to adjustment for
fractionalized shares as set forth below) of the common voting stock, par value
$0.001 of Orion (the "Orion Stock") to be issued to the Shareholders, in full
satisfaction of any right or interest which each Shareholder held in the Hancock
Stock. The Orion Stock will be issued to the Shareholders on a pro rata basis,
in the same proportion as the percentage of their ownership interest in the
Hancock Stock, as set forth on Exhibit A. Any fractional shares that will result
due to such pro rata distribution will be rounded up to the next
<PAGE>
highest whole number. As a result of the exchange of the Hancock Stock in
exchange for the Orion Stock, Hancock will become a wholly-owned subsidiary of
Orion.
(c) Orion and the Shareholders have agreed that the Orion Stock to be
received by the Shareholders pursuant to this Agreement will be afforded certain
"piggyback" registration rights for a period of one year after the Closing.
2. Closing.
(a) The parties to this Agreement will hold a closing (the "Closing")
for the purpose of executing and exchanging all of the documents contemplated by
this Agreement and otherwise effecting the transactions contemplated by this
Agreement. The Closing will be held as soon as possible but not later than
February 22, 2000, at the offices of Powell, Goldstein, Frazer & Murphy LLP,
1001 Pennsylvania Avenue, N.W., Sixth Floor, Washington, D.C. 20004, unless
another place or time is mutually agreed upon by the parties. All proceedings to
be taken and all documents to be executed and exchanged at the Closing will be
deemed to have been taken, delivered and executed simultaneously, and no
proceeding will be deemed taken nor documents deemed executed or delivered until
all have been taken, delivered and executed. If agreed to by the parties, the
Closing may take place through the exchange of documents by fax and/or express
courier.
(b) With the exception of any stock certificates which must be in their
original form, any copy, fax, e-mail or other reliable reproduction of the
writing or transmission required by this Agreement or any signature required
thereon may be used in lieu of an original writing or transmission or signature
for any and all purposes for which the original could be used, provided that
such copy, fax, e-mail or other reproduction is a complete reproduction of the
entire original writing or transmission or original signature.
3. Representations and Warranties of Orion.
Orion represents and warrants as follows:
(a) Orion is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Nevada and is licensed or qualified
as a foreign corporation in all states in which the nature of its business or
the character or ownership of its properties makes such licensing or
qualification necessary.
(b) The authorized capital stock of Orion consists of (i) 100,000,000
shares of common stock, $0.0001 par value per share, of which, based on the
records of Orion's stock transfer agent, 2,216,935 shares are issued and
outstanding as of February 17, 2000, and (ii) 2,500,000 shares of preferred
stock with no par value of which approximately 290,000 shares of Series A
Preferred Stock are issued and outstanding. To the knowledge of Orion, all
issued and outstanding shares of Orion's common stock are fully paid and
nonassessable.
-2-
<PAGE>
(c) Orion has three wholly-owned subsidiaries, namely, Globalinx
Corporation, a Delaware corporation, EZ Elektronische Zahlungssysteme GmbH, a
German limited liability company, and EPS Elektronische Processing Systeme GmbH,
a German limited liability company.
(d) Execution of this Agreement and performance by Orion hereunder has
been duly authorized by all requisite corporate action on the part of Orion, and
this Agreement constitutes a valid and binding obligation of Orion, and Orion's
performance hereunder will not violate any provision of any charter, bylaw,
indenture, mortgage, lease, or agreement, or any order, judgment, decree, or, to
Orion's knowledge any law or regulation, to which any property of Orion is
subject or by which Orion is bound.
(e) Orion has full corporate power and authority to enter into this
Agreement and to carry out its obligations hereunder, and will deliver at the
Closing a certified copy of resolutions of its board of directors authorizing
execution of this Agreement by its officers and performance hereunder.
(f) Orion has provided all financial statements and financial
information in its possession as has been requested by the Shareholders.
(g) There is no litigation or proceeding pending, or to the Company's
knowledge threatened, against or relating to Orion, its properties or business.
(h) Orion is acquiring the Hancock shares to be transferred to it under
this Agreement for investment and not with a view to the sale or distribution
thereof.
4. Representations and Warranties of the Shareholders.
The Shareholders, jointly and severally, represent and warrant as
follows:
(a) Hancock is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Delaware and is licensed or
qualified as a foreign corporation in all states in which the nature of its
business or the character or ownership of its properties makes such licensing or
qualification necessary.
(b) The authorized capital stock of Hancock consists of (i) 120,000,000
shares of common stock, $0.0001 par value per share, of which 5,000,000 shares
are issued and outstanding (the "Hancock Shares"). Hancock there are no
agreements purporting to restrict the transfer of the Hancock Shares, nor any
voting agreements, voting trusts or other arrangements restricting or affecting
the voting of the Hancock Shares, other than certain lock up agreements that
terminate upon the Closing. The Hancock Shares held by the Shareholders are duly
and validly issued, fully paid and non-assessable, and issued in full compliance
with all federal, state, and local laws, rules and regulations. There are no
subscription rights, options, warrants, convertible securities, or other rights
(contingent or otherwise) presently outstanding, for the
-3-
<PAGE>
purchase, acquisition, or sale of the capital stock of Hancock, or any
securities convertible into or exchangeable for capital stock of Hancock or
other securities of Hancock, from or by Hancock.
(c) The Shareholders have full right, power and authority to sell,
transfer and deliver the Hancock Shares, and upon delivery of the certificates
therefor as contemplated in this Agreement, the Shareholders will transfer to
Orion valid and marketable title to the Hancock Shares, including all voting and
other rights to the Hancock Shares, free and clear of all pledges, liens,
security interests, adverse claims, options, rights of any third party, or other
encumbrances. Each of the Shareholders owns and holds that the number of Hancock
Shares which are listed opposite their name on Exhibit A attached hereto.
(d) There is no litigation or proceeding pending, or to any
Shareholder's knowledge threatened, against or relating to Hancock or to the
Hancock Shares.
(e) Hancock is not a party to any material contract other than those
listed in Hancock's Form 10-SB or any subsequent periodic report as filed with
the Securities Exchange Commission.
(f) Hancock has no material assets and no liabilities whatsoever.
(g) Hancock has no employees.
(h) Hancock has filed in correct form all federal, state, and other tax
returns of every nature required to be filed by it and has paid all taxes as
shown on such returns and all assessments, fees and charges received by it to
the extent that such taxes, assessments, fees and charges have become due.
Hancock has also paid all taxes which do not require the filing of returns and
which are required to be paid by it. To the extent that tax liabilities have
accrued, but have not become payable, they have been adequately reflected as
liabilities on the books of Hancock.
(i) The current residence address or principal place of business (for
any non-individual shareholder) of the Hancock Shareholders is as listed on
Exhibit A attached hereto.
(j) Hancock is a publicly reporting company pursuant to Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "Act") and is in
compliance with all periodic reporting requirements of the Act. Hancock's Form
10-SB and any other periodic filings made by Hancock as filed with the SEC,
including all exhibits, documents and attachments thereto, are true and correct
in all material respects and do not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make any statement therein not materially misleading.
(k) The Hancock Shareholders have had the opportunity to perform all
due diligence investigations of Orion and its business as they have deemed
necessary or appropriate and to ask questions of Orion's officers and directors
and have received satisfactory answers to all of their questions. The
Shareholders have had access to all documents and information about Orion and
-4-
<PAGE>
have reviewed sufficient information to allow them to evaluate the merits and
risks of the acquisition of the Orion Stock.
(l) The Shareholders are acquiring the Orion Stock for their own
account (and not for the account of others) for investment and not with a view
to the distribution therefor. The Shareholders will not sell or otherwise
dispose of the Orion Stock without registration under the Securities Act of
1933, as amended, or an exemption therefrom, and the certificate or certificates
representing the Orion Stock will contain a legend to the foregoing effect.
5. Conduct Prior to the Closing.
Orion and the Shareholders covenant that between the date of this
Agreement and the Closing as to each of them:
(a) No change will be made in the charter documents, by-laws, or other
corporate documents of Orion or Hancock.
(b) Orion and Hancock will each use its best efforts to maintain and
preserve its business organization, employee relationships, and goodwill intact,
and Hancock will not enter into any material commitment except in the ordinary
course of business. The Shareholders acknowledge that Orion is currently engaged
in a number of acquisition transactions and is pursuing such transactions
simultaneously with the transactions contemplated by this Agreement.
(c) None of the Shareholders will sell, transfer, assign, hypothecate,
lien, or otherwise dispose or encumber the Hancock Shares owned by them.
6. Conditions to Obligations of Shareholders.
The Shareholder's obligation to complete the transactions contemplated
herein is subject to fulfillment on or before the Closing of each of the
following conditions, unless waived in writing by the Shareholders as
appropriate:
(a) The representations and warranties of Orion set forth herein will
be true and correct at the Closing as though made at and as of that date, except
as affected by transactions contemplated hereby.
(b) Orion will have performed all covenants required by this Agreement
to be performed by it on or before the Closing.
(c) This Agreement will have been approved by the Board of Directors of
Orion.
(d) Orion will have delivered to the Shareholders the documents set
forth below in form and substance reasonably satisfactory to counsel for the
Shareholders, to the effect that:
-5-
<PAGE>
(i) Orion is a corporation duly organized, validly existing,
and in good standing;
(ii) Orion's authorized capital stock is as set forth herein;
(iii) Certified copies of the resolutions of the board of
directors of Orion authorizing the execution of this Agreement and the
consummation hereof;
(iv) Secretary's certificate of incumbency of the officers of
Orion; and
(vi) Any further document as may be reasonably requested by
counsel to the Shareholders in order to substantiate any of the
representations or warranties of Orion set forth herein.
(d) Orion will have executed and delivered to the Shareholders a
registration rights agreement reasonably satisfactory to the Shareholders
affording the Orion Shares received by the Shareholders "piggyback" registration
rights for a period of one year after Closing.
(e) There will have occurred no material adverse change in the
business, operations or prospects of Orion.
7. Conditions to Obligations of Orion.
Orion's obligation to complete the transaction contemplated herein will
be subject to fulfillment on or before the Closing of each of the following
conditions, unless waived in writing by the Orion, as appropriate:
(a) The representations and warranties of the Shareholders set forth
herein will be true and correct at the Closing as though made at and as of that
date, except as affected by transactions contemplated hereby.
(b) The Shareholders will have performed all covenants required by this
Agreement to be performed by them on or before the Closing.
(c) The Shareholders will have delivered to Orion the documents set
forth below in form and substance reasonably satisfactory to counsel for Orion,
to the effect that:
(i) Hancock is a corporation duly organized, validly existing,
and in good standing;
(ii) Hancock's authorized capital stock is as set forth
herein;
(iii) Any further document as may be reasonably requested by
counsel to the Shareholders in order to substantiate any of the
representations or warranties of Orion set forth herein.
-6-
<PAGE>
(d) There will have occurred no material adverse change in the
business, operations or prospects of Hancock.
(e) Hancock will have filed on a timely basis its 10QSB for the quarter
ended December 31, 1999, and the information in such report will be satisfactory
to Orion in all respects.
8. Additional Covenants.
(a) Between the date of this Agreement and the Closing, the
Shareholders, with respect to Hancock, and Orion, with respect to itself, will,
and will cause their respective representatives to, (i) afford the other party
and its representatives access to their personnel, properties, contracts, books
and records, and other documents and data, as reasonably requested by the other
party; (ii) furnish the other party and its representatives with copies of all
such contracts, books and records, and other existing documents and data as the
other may reasonably request in connection with the transaction contemplated by
this Agreement; and (iii) furnish the other party and its representatives with
such additional financial, operating, and other data and information as the
other may reasonably request. The Shareholders will cause Hancock to, and Orion
will provide the Shareholders, with complete copies of all material contracts
and other relevant information on a timely basis in order to keep the other
party fully informed of the status of their respective business and operations.
(b) Orion and the Hancock Shareholders will cooperate with each other
in the preparation of a Form 8-K to be filed with the SEC describing the
transaction contemplated by this Agreement and such other items as are required
by the SEC rules and regulations.
(c) Each of the Hancock Shareholders will deliver a written statement
to Orion resigning from all officer and director positions held by them at
Hancock..
(d) The Hancock Shareholders will deliver Hancock's corporate books and
records, including all records relating to Hancock's audited financial
statements, to Orion at Closing.
(e) The parties agree that they will not make, and the Shareholders
will not permit Hancock to make, any public announcements relating to this
Agreement or the transactions contemplated herein without the prior written
consent of the other party, except as may be required upon the written advice of
counsel to comply with applicable laws or regulatory requirements after
consulting with the other party hereto and seeking their consent to such
announcement.
9. Termination.
This Agreement may be terminated (1) by mutual consent in writing; (2)
by either the Shareholders or Orion if there has been a material
misrepresentation or material breach of any warranty or covenant by any other
party that is not cured by February 22, 2000; or (3) by any of
-7-
<PAGE>
the Shareholders or Orion if the Closing has not taken place within seven days
following execution of this Agreement, unless adjourned to a later date by
mutual consent in writing.
10. Expenses.
Whether or not the Closing is consummated, each of the parties will pay
all of his, her, or its own legal and accounting fees and other expenses
incurred in the preparation of this Agreement and the performance of the terms
and provisions of this Agreement.
11. Survival of Representations and Warranties.
The representations and warranties of the Shareholders and Orion set
out in this Agreement will survive the Closing for a period of one year.
12. Waiver.
Any failure on the part of either party hereto to comply with any of
its obligations, agreements, or conditions hereunder may be waived in writing by
the party to whom such compliance is owed.
13. Brokers.
Each party agrees to indemnify and hold harmless the other party
against any fee, loss, or expense arising out of claims by brokers or finders
employed or alleged to have been employed by the indemnifying party. The parties
acknowledge that Orion and MHE Projix LLC ("MHE Projix") have entered into a
Service Agreement dated, on or about February 17, 2000, pursuant to which Orion
is obligated to pay MHE Projix a fee in connection with services to be rendered
by MHE Projix to Orion.
14. Notices.
All notices and other communications under this Agreement must be in
writing and will be deemed to have been given if delivered in person or sent by
prepaid first-class certified mail, return receipt requested, or recognized
commercial courier service, as follows:
If to Orion, to: Orion Technologies, Inc.
1800 Diagonal Road, Suite 500
Alexandria, Virginia 22314
Attention: President
Phone: (703) 299-0500
Fax: (703) 299-6074
If to the Shareholders, to: MHE Projix, LLC
15245 Shady Grove Road, Suite 400
Rockville, MD 20850
-8-
<PAGE>
Attention: Mark Elenowitz
Phone: (301) 947-8010
Fax: (301) 947-8087
15. General Provisions.
(a) This Agreement will be governed by and under the laws of the State
of Delaware, USA without giving effect to conflicts of law principles. If any
provision hereof is found invalid or unenforceable, that part will be amended to
achieve as nearly as possible the same effect as the original provision and the
remainder of this Agreement will remain in full force and effect.
(b) Any dispute arising under or in any way related to this Agreement
will be submitted to binding arbitration before a single arbitrator by the
American Arbitration Association in accordance with the Association's commercial
rules then in effect. The arbitration will be conducted in the State of
Maryland. The decision of the arbitrator will set forth in reasonable detail the
basis for the decision and will be binding on the parties. The arbitration award
may be confirmed by any court of competent jurisdiction.
(c) In any adverse action, the parties will restrict themselves to
claims for compensatory damages and/or securities issued or to be issued and no
claims will be made by any party or affiliate for lost profits, punitive or
multiple damages.
(d) This Agreement constitutes the entire agreement and final
understanding of the parties with respect to the subject matter hereof and
supersedes and terminates all prior and/or contemporaneous understandings and/or
discussions between the parties, whether written or verbal, express or implied,
relating in any way to the subject matter hereof. This agreement may not be
altered, amended, modified or otherwise changed in any way except by a written
agreement, signed by both parties.
(e) This Agreement will inure to the benefit of, and be binding upon,
the parties hereto and their successors and assigns; provided, however, that any
assignment by either party of its rights under this Agreement without the
written consent of the other party will be void.
(f) The parties agree to take any further actions and to execute any
further documents which may from time to time be necessary or appropriate to
carry out the purposes of this Agreement. The Shareholders specifically agree to
provide reasonably assistance to Orion in connection with Orion including
Hancock in its consolidated financial statements.
(g) The headings of the Sections, paragraphs and subparagraphs of this
Agreement are solely for convenience of reference and will not limit or
otherwise affect the meaning of any of the terms or provisions of this
Agreement. The references in this Agreement to Sections, unless otherwise
indicated, are references to sections of this Agreement.
(h) This Agreement may be executed in counterparts, each one of which
will constitute an original and all of which taken together will constitute one
document. This
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<PAGE>
Agreement may be executed by delivery of a signed signature page by fax to the
other parties hereto and such fax execution and delivery will be valid in all
respects.
SIGNATURE PAGE FOLLOWS
-10-
<PAGE>
EXECUTED:
ORION TECHNOLOGIES, INC.
By: /s/
--------------------------------------
Frans Heideman
President
THE SHAREHOLDERS OF
HANCOCK HOLDINGS, INC.:
MHE Projix, LLC
By: /s/
--------------------------------------
Mark Elenowitz
Managing Director
/s/
-----------------------------------------
Mark Elenowitz
/s/
-----------------------------------------
Louis Taubman
/s/
-----------------------------------------
David Simonetti
/s/
-----------------------------------------
Thomas Bostic Smith
/s/
-----------------------------------------
William Quigley, Jr.
/s/
-----------------------------------------
Barry Labell
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<PAGE>
Exhibit A
Hancock Shareholders
- - - - - - - - - - - - - ------------------------------------ -------------- ----- ------------
Name and Address Hancock Shares % Orion Shares
- - - - - - - - - - - - - ------------------------------------ -------------- ----- ------------
MHE Projix, LLC 4,750,000 95% 142,500
516 NE 9th Avenue
Ft. Lauderdale, FL 33301-1218
- - - - - - - - - - - - - ------------------------------------ -------------- ----- ------------
Mark Elenowitz 87,500 1.75% 2,625
15245 Shady Grove Road, Suite 400
Rockville, MD 20850
- - - - - - - - - - - - - ------------------------------------ -------------- ----- ------------
Louis Taubman 87,500 1.75% 2,625
39 Broadway, Suite 2250
New York, NY 20006
- - - - - - - - - - - - - ------------------------------------ -------------- ----- ------------
David Simonetti 25,000 0.5% 750
516 NE 9th Avenue
Ft. Lauderdale, FL 33301-1218
- - - - - - - - - - - - - ------------------------------------ -------------- ----- ------------
Thomas Bostic Smith 25,000 0.5% 750
192 Lawton Road
Riverside, IL 60546
- - - - - - - - - - - - - ------------------------------------ -------------- ----- ------------
William Quigley, Jr. 12,500 0.25% 375
22801 Howard Chapel Road
Brookeville, MD 20833
- - - - - - - - - - - - - ------------------------------------ -------------- ----- ------------
Barry Labell 12,500 0.25% 375
9805 J Gable Ridge Terrace
Rockville, MD 20850
- - - - - - - - - - - - - ------------------------------------ -------------- ----- ------------
Total 5,000,000 100% 150,000
- - - - - - - - - - - - - ------------------------------------ -------------- ----- ------------
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<PAGE>
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
GEOASIA ENTERPRISES, LTD.
Article I. The name of the Corporation is Geoasia Enterprises, Ltd.
Article II. Its principal and registered office in the State of Nevada
is 774-180 Mays Boulevard, Incline Village, NV 89451. The initial registered
agent for services of process at that address is N&R Ltd. Group, Inc., a Nevada
Corporation.
Article III. The purposes for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada or of the United States or America. The period of existence of the
corporation shall be perpetual.
Article IV. The corporation shall have authority to issue an aggregate
of Ten Million (10,000,000) shares of common voting equity stock of par value of
one mil ($0.001) per share, and no other class or classes of stock, for a total
capitalization of $10,000. The corporation's capital stock may be sold from time
to time for such consideration as may be fixed by the Board of Directors,
provided that no consideration so fixed shall be less than par value.
Article V. No shareholder shall be entitled to any preemptive or
preferential rights to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder possess cumulative voting rights at any shareholders meeting, for
the purpose of electing Directors, or otherwise.
Article VI. The affairs of the corporation shall be governed by a Board
of Directors of not less than one nor more than ten persons. The Incorporator
KIRT W. JAMES, 219 Broadway, Suite 261, Laguna Beach, CA, shall serve as Sole
Initial Director of the corporation, to serve until the next regular meeting of
shareholders or until successors are elected or appointed.
Article VII. The Capital Stock, after the amount of the subscription
price or par value, shall not be subject to assessment to pay the debts of the
corporation, and no stock issued, as paid up, shall ever be assessable or
assessed.
Article VIII. The initial By-laws of the corporation shall be adopted
by its Board of Directors. The power to alter, amend or repeal the By-laws, or
adopt new By-laws, shall be vested in the Board of Directors, except as
otherwise may be specifically provided in the By-laws.
Article IX. The name and address of the Incorporator of the corporation
is KIRT W. JAMES, 219 Broadway, Suite 261, Laguna Beach, CA 92651.
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant the General Corporation Law of the
State of Nevada, do make
<PAGE>
and file these Articles of Incorporation, hereby declaring and certifying that
the facts herein stated are true, and accordingly have set my hand hereunto this
Day.
Dated: 7-8-96
/s/
Kirt W. James
INCORPORATOR
<PAGE>
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
GEOASIA ENTERPRISES, LTD.
(after payment of capital and issuance of stock)
The Incorporator(s) or Director(s) of the Corporation KIRT W. JAMES
certify that:
1. They constitute at least two-thirds of the original incorporators or
of the directors of Geoasia Enterprises, Ltd.
2. The Original Articles were filed in the Office of the Secretary of
State on July 17, 1996.
3. As of the date of this Certificate, no stock of the corporation has
been issued.
4. They hereby adopt the following amendment(s) to the Articles of this
Corporation:
Article IV is amended to read as follows:
Article IV. The corporation shall have authority to issue an
aggregate of One Hundred Million (100,000,000) shares of common voting
equity stock of par value one mil ($0.001) per share; and no other
class or classes of stock, for a total capitalization of One Hundred
Thousand ($100,000). The corporation's capital stock may be sold from
time to time for such consideration as may be fixed by the Board of
Directors, provided that no consideration so fixed shall be less than
par value.
/s/
KIRT W. JAMES
Incorporator or Director
<PAGE>
Certificate of Amendment of
Articles of Incorporation
of
Geoasia Enterprises, Ltd.
Pursuant to the provisions of Nevada Revised Statutes, Title 7, Chapter
78, the undersigned officers do hereby certify:
FIRST: The name of the Corporation is Geoasia Enterprises, Ltd.
SECOND: The Board of Directors of the Corporation duly adopted the following
resolutions by written consent as of July 17, 1997:
RESOLVED, that Article II of the Articles of Incorporation is amended
to read as follows:
ARTICLE II
The Corporation's principal and registered office in the State of
Nevada is 502 East John Street, Carson City, Nevada 89706. Its resident agent
for services of process at that address is CSC Services of Nevada, Inc., a
Nevada corporation.
FURTHER RESOLVED, that Article IV of the Articles of Incorporation is
amended to read as follows:
ARTICLE IV
Stock Issuance
The Corporation shall have the authority to issue the aggregate number
of shares as follows:
(a) One Hundred Million (100,000,000) shares of Common Stock, par
value US$.001 per share.
(b) Two Million Five Hundred Thousand (2,500,000) shares of
Preferred Stock, no par value (the "Preferred Stock").
With respect to the Preferred Stock, the Board of Directors is
authorized, subject to limitation prescribed by law and the provisions of this
Article IV, to divide the preferred stock into as many series as it shall from
time to time determine. The Board of Directors shall determine the number of
shares comprising each series of preferred stock, which number may, unless
otherwise provided by the Board of Directors in creating such series be
increased from time to time by action of the Board of Directors. The Board of
Directors shall further determine all rights, preferences, designations,
qualifications, limitations and powers of each series of such preferred stock,
including dividend rates, prices, terms, redemption rights, if any, liquidation
<PAGE>
preferences, conversion rights, if any, and voting rights all of which are to be
fixed and determined by the Board of Directors in its discretion.
FURTHER RESOLVED, that Article VI of the Articles of Incorporation is
amended to read as follows:
ARTICLE VI
The affairs of the Corporation shall be governed by a Board of
Directors consisting of the number of members as determined by the Board of
Directors in its discretion from time to time, except that the minimum number of
directors shall never be less than one. The directors will serve until the next
regular meeting of shareholders or until successors are elected or appointed.
FURTHER RESOLVED, that the Articles of Incorporation are amended by the
addition of a new Article X to read as follows:
ARTICLE X
Liability of Directors and Officers
No director or officer shall have personal liability to the Corporation
or its stockholders for damages for breach of fiduciary duty as a director or
officer, but nothing herein shall eliminate or limit the liability of a director
or officer for:
(a) Acts or omissions not in good faith;
(b) Acts or omissions which involve intentional misconduct, fraud or
violation of law;
(c) Acts or omissions in breach of the director's or officer's duty of
loyalty to the Corporation or its stockholders;
(d) Acts or omissions from which the director of officer derived an
improper personal benefit; or
(e) Payments of dividends in violation of the law.
If the Nevada General Corporation Law is amended after the date hereof
to authorize corporate action further eliminating or limiting the personal
liability of directors or officers, then the liability of a director or officer
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Nevada General Corporation Law, or amendments thereto. No
repeal or modification of this paragraph shall adversely affect any right or
protection of a director or officer of the Corporation existing at the time of
such repeal or modification.
-2-
<PAGE>
FURTHER RESOLVED, that the Articles of Incorporation are amended by the
addition of a new Article XI to read as follows:
ARTICLE XI
Indemnification
The Corporation shall indemnify, to the full extent and in the manner
permitted under the laws of Nevada and any other applicable laws, any person
made or threatened to be made a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that he
or she is or was a director of this Corporation or served any other enterprise
as a director, officer, employee or agent at the request of this Corporation,
such right of indemnification shall also be applicable to the executors,
administrators, and other similar legal representative of any such director. The
provisions of this Sections hall be deemed to be a contract between the
Corporation and each director who serves in such capacity at any time while this
Section is in effect relating to any actions taken by any director since
February 13, 1997, and any repeal or modification of this Section shall not
affect any rights or obligations then existing with respect to any state of
facts then existing or any action, suit or proceeding brought based in whole or
in part upon any such state of facts. The foregoing rights of indemnification
shall not be deemed exclusive of any other rights to which any director or his
or her legal representative may be entitled apart from the provisions of this
Section.
FURTHER RESOLVED, that the Articles of Incorporation are amended by the
addition of a new Article XII to read as follows:
ARTICLE XII
Action by Unanimous Written Consent of the Stockholders
Any action that is required or permitted to be taken by the
stockholders of the Corporation at any annual or special meeting of the
stockholders may be effected without a meeting only by the unanimous written
consent of all stockholders entitled to vote on the particular action.
THIRD: The total number of outstanding shares having voting power of the Company
is ten million thirty two thousand five hundred (10,032,500), and the total
number of votes entitled to be cast by the holders of all said outstanding
shares is ten million thirty two thousand five hundred (10,032,500).
FOURTH: At a meeting of stockholders held August 27, 1997, notice of which was
duly given, the amendments herein certified were adopted by the holders of
6,100,400 shares, which represented 6,100,400 votes, and which constitute at
least a majority of all of the voting power of the holders of shares having
voting power.
[SIGNATURE ON FOLLOWING PAGE - MAY BE IN COUNTERPART]
-3-
<PAGE>
Signed on September 5, 1997.
Geoasia Enterprises, Ltd.
By: /s/
--------------------
A. Frans Heideman
President
By: /s/
--------------------
G.W. Norman Wareham
Secretary
STATE OF )
) SS:
COUNTY OF )
On September 5, 1997, personally appeared before me, a Notary Public,
for the jurisdiction aforesaid, A. Frans Heiderman, as President of Geoasia
Enterprises, Ltd., who acknowledged that he executed the above instrument.
/s/
-------------------------------------
Notary Public
[Notorial Seal] My Commission Expires April 30, 1999.
PROVINCE OF )
) SS:
BRITISH COLUMBIA )
On September 5, 1997, personally appeared before me, a Notary Public,
for the jurisdiction aforesaid, G.W. Norman Wareham, as Secretary of Geoasia
Enterprises, Ltd., who acknowledged that he executed the above instrument.
/s/
-------------------------------------
Notary Public
[Notorial Seal] My Commission Does Not Expires.
-4-
<PAGE>
GEOASIA ENTERPRISES, LTD.
CERTIFICATE OF DESIGNATON, PREFERENCES AND RIGHTS OF THE
SERIES A PREFERRED STOCK
Geoasia Enterprises, Ltd., a Nevada corporation (the "Corporation"),
submits the following Certificate of Designation in accordance with Section
78.1955 of the Nevada Revised Statutes.
The undersigned certifies that pursuant to the authority conferred upon
the Board of Directors by the Corporation's Articles of Incorporation, the Board
of Directors has duly adopted resolutions providing for the establishment of a
series of preferred stock consisting of 1,500,000 shares, without par value, and
designated as the "Series A Preferred Stock" (the "Series A Preferred Stock"),
which resolutions are set forth below in their entirety:
NOW, THEREFORE, IT IS RESOLVED, that the Corporation's Board of
Directors approves the designation of a series of preferred shares of the
Corporation consisting of 1,500,000 shares, without par value, to be designated
as the "Series A Preferred Stock." The rights, powers, privileges, preferences,
designations, qualifications, limitations, restrictions and conditions attaching
to the Series A Preferred Stock will be as set forth in the attached Schedule A
which is incorporated herein and made a part hereof by this reference.
FURTHER, RESOLVED, that the President and the Secretary of the
Corporation, are each authorized and directed, in the name and on behalf of the
Corporation, to execute, acknowledge, file and record with the appropriate
officials at the office of the Secretary of State of the State of Nevada, a
certificate of designation setting forth a copy of these resolutions and such
additional information as required by Section 78.1955 of the Nevada Revised
Statutes.
FURTHER, RESOLVED, that the proper officers of the Corporation are
authorized and directed to take all such other actions and to execute, deliver
and file all such further documents, certificates, notices or instruments as may
be required or as such officers may deem necessary or appropriate in furtherance
of or in connection with the foregoing resolutions and to effectuate fully the
purposes and intents thereof.
[Signatures on following page - may be in counterparts.]
<PAGE>
Signed on September 5, 1997.
Geoasia Enterprises, Ltd.
By: /s/
------------------------------------
A. Frans Heideman
President
By: /s/
------------------------------------
G.W. Norman Wareham
Secretary
STATE OF )
) SS.:
COUNTY OF )
On September 5, 1997, personally appeared before me, a Notary Public, for the
jurisdiction aforesaid, A. Frans Heideman, as President of Geoasia Enterprises,
Ltd., who acknowledged that he executed the above instrument.
/s/
-------------------------------------
Notary Public
My Commission Expires April 30, 1999.
[Notarial Seal]
PROVINCE OF )
) SS.:
BRITISH COLUMBIA )
On September 5, 1997, personally appeared before me, a Notary Public, for the
jurisdiction aforesaid, G.W. Norman Wareham, as Secretary of Geoasia
Enterprises, Ltd., who acknowledged that he executed the above instrument.
/s/
-------------------------------------
Notary Public
My Commission Does Not Expire.
[Notarial Seal]
-2-
<PAGE>
SCHEDULE A
GEOASIA ENTERPRISES, LTD.
RIGHTS, POWERS, PRIVILEGES, RESTRICTIONS AND CONDITIONS OF THE
SERIES A PREFERRED STOCK
The rights, powers, privileges, preferences, designations,
qualifications, limitations, restrictions and conditions attaching to the Series
A Preferred Stock (the "Series A Preferred Stock") of Geoasia Enterprises, Ltd.,
a Nevada corporation (the "Corporation"), are as follows:
A. Issuance. The Series A Preferred Stock will be issued to subscribers
of the Series A Preferred Stock upon receipt of a fully executed and delivered
subscription agreement ("Subscription Agreement") and receipt of the monies
under the terms of the Subscription Agreement. One share of Series A Preferred
Stock will be issued for each U.S.$5.50 received from the subscriber.
B. Dividends. The holders of the Series A Preferred Stock will be
entitled to receive out of the surplus or net profits of the Corporation,
dividends at a rate equal to 8% per annum, and no more, before any dividends are
paid or set apart for payment upon any other series of preferred stock or on the
common stock of the Corporation. Dividends will begin to accrue on January 1,
1998. Commencing for the fiscal year beginning on January 1, 1998, the dividend
on the Series A Preferred Stock will be paid for each fiscal year within five
months of the end of each fiscal year, subject to the availability of surplus or
net profits therefor. Any dividends paid on the Series A Preferred Stock in an
amount less than the total amount of dividends at the time accrued and payable
on the shares will be allocated pro rata in accordance with the number of shares
then outstanding.
The dividends on the Series A Preferred Stock will be cumulative, so
that if for any period the dividend is not paid, the right to such dividend will
accumulate, and all arrears so accumulated will be paid before any dividends are
paid to any other series of preferred stock or the common stock of the
Corporation.
C. Voting Rights. The holders of the Series A Preferred Stock are not
entitled to receive notice of or to vote on any matter that is the subject of a
vote of the stockholders of the Corporation, except as otherwise required by the
laws of the State of Nevada.
D. Redemption and Exchange. The shares of Series A Preferred Stock may
be redeemed by the Corporation at any time upon ten (10) days prior written
notice (the "Redemption Notice") to the holder thereof of the Corporation's
intention to redeem the Series A Preferred Stock at a redemption price of 100%
of the purchase price paid to the Corporation for such shares plus any unpaid
accrued dividends thereon through the date of redemption so long as prior to the
date of redemption the following has occurred:
1. The Corporation must have offered to exchange on the terms
set forth below (the "Exchange Offer") each share of Series A Preferred
Stock for (a) one and one-twentieth (1.05) share of the Corporation's
voting common stock par value U.S. $0.001
<PAGE>
per share (the "Common Stock"), plus (b) one warrant ("Warrant") to
purchase the number of shares of Common Stock equal in the aggregate to
one-half the number of shares of Common Stock received in the Exchange
Offer, which Warrant will be exercisable at any time through the first
anniversary of the date of issuance of the Warrant at a purchase price
equal to U.S.$7.50 per share. The Exchange Offer will remain open for
at least twenty (20) days; and
2. A registration statement under the Securities Act of 1933,
as amended, must be in effect registering the issuance of the Common
Stock and Warrants pursuant to the Exchange Offer.
Any fractional shares of the Common Stock which would be issued under Section
D.1. above will be rounded down to the next full share and, if rounding is
required, a portion of the purchase price based upon U.S.$5.50 for a full share
will be refunded. Any fractional shares purchasable under a Warrant will be
rounded down to the next full number so that the Warrant will cover only full
shares.
E. Liquidation, Dissolution or Winding Up. Upon the liquidation,
dissolution or winding up, whether voluntary or involuntary, of the Corporation,
the holders of the Series A Preferred Stock will be entitled to be paid the sum
of U.S.$5.50 per share plus an amount equal to any unpaid accrued dividends
before any amount is paid to the holder of any other series of preferred stock
or the common stock of the Corporation. After payment of these amounts to the
holders of the Series A Preferred Stock, the remaining assets of the Corporation
will be distributed to the holders of the common stock, subject to any other
preferences granted to the holders of any other series of preferred stock as
created by the Board of Directors of the Corporation prior to such time.
F. Preemptive Rights. The holders of the Series A Preferred Stock will
not have any preemptive right to subscribe for or purchase any shares of stock
or any other securities that may be issued by the Corporation by virtue of their
holding the Series A Preferred Stock.
G. Transferability. The Series A Preferred Stock may not be transferred
by the holder and any attempted transfers will not be recognized by the
Corporation or its stock transfer agent.
H. Variation of Rights. Any amendment to the Articles of Incorporation
of the Corporation (including any certificates of designation pursuant to a
resolution of the Board of Directors) to delete or vary the rights, powers,
privileges, preferences, designations, qualifications, limitations, restrictions
or conditions attaching to the Series A Preferred Stock must be approved by the
affirmative vote of the holders of a majority of the shares of Series A
Preferred Stock then outstanding, given in person or by proxy whether in writing
or at a meeting at which the holders of the shares of Series A Preferred Stock
will be entitled to vote separately as a class.
I. Exclusion of Other Rights. Except as may otherwise be required by
law and for the equitable rights and remedies that may otherwise be available to
the holders of the Series A
-2-
<PAGE>
Preferred Stock, the Series A Preferred Stock will not have any rights, powers,
privileges, preferences, designations, qualifications, limitations, restrictions
or conditions other than as specifically set forth above in this Certificate of
Designation, as the same may be amended and/or restated from time to time.
-3-
<PAGE>
ARTICLES OF MERGER
These Articles of Merger made on September 5, 1997, between Geoasia
Enterprises, Ltd., a Nevada corporation, and Orion Technologies, Inc., a Nevada
corporation.
1. The constituent business corporations participating in the merger
(the "Merger") are:
(i) Geoasia Enterprises, Ltd. ("Geoasia"), which is organized
under the laws of the State of Nevada; and
(ii) Orion Technologies, Inc. ("Orion"), which is organized under
the laws of the State of Nevada.
2. The Surviving Corporation in the Merger is Geoasia, which will
continue its existence as said Surviving Corporation under the name "Orion
Technologies, Inc." and as a Nevada corporation upon the effective date of the
Merger pursuant to the provisions of Chapter 92A of the Nevada Revised Statutes.
3. An Amended and Restated Agreement and Plan of Merger (the "Plan")
has been adopted by the board of directors of Orion and was submitted to the
shareholders of Orion pursuant to Chapter 92A of the Nevada Revised Statutes.
4. The designation, number of votes entitled to be cast, and the total
percentage of shareholder votes cast for and against the Plan by each class of
shareholders of Orion entitled to vote separately on the plan is as follows:
<TABLE>
<CAPTION>
# of Notes # of Votes #of Votes Cast
Designation Entitled to be Cast Cast for the Plan Against the Plan % For % Against
- - - - - - - - - - - - - ----------- ------------------- ----------------- ---------------- ----- ---------
<S> <C> <C> <C> <C> <C>
Common 12,085,229 11,920,229 165,000 98.6% 1.4%
</TABLE>
and the approval by such 98.6% of the shareholders of Orion common stock is
sufficient for approval of the Plan by such class of shareholders.
5. The Plan has been adopted by the board of directors of Geoasia and
was submitted to the shareholders of Geoasia pursuant to Chapter 92A of the
Nevada Revised Statutes.
6. The designation, number of votes entitled to be cast, and the total
percentage of shareholder votes cast for and against the Plan by each class of
shareholders of Geoasia entitled to vote separately on the plan is as follows:
<TABLE>
<CAPTION>
# of Notes # of Votes #of Votes Cast
Designation Entitled to be Cast Cast for the Plan Against the Plan % For % Against
- - - - - - - - - - - - - ----------- ------------------- ----------------- ---------------- ----- ---------
<S> <C> <C> <C> <C> <C>
Common 10,032,500 6,100,400 3,932,100 61% 39%
</TABLE>
<PAGE>
and the approval by such 61% of the shareholders of Geoasia common stock is
sufficient for approval of the Plan by such class of shareholders.
7. The Articles of Incorporation of Geoasia, filed on July 17, 1996, as
amended, were amended as provided by the Plan as follows:
Article I is amended to read:
Article I. The name of the Corporation is "Orion Technologies, Inc."
8. The complete executed Plan between the constituent corporations is
on file at the principal place of business of the Surviving Corporation, the
address of which is as follows:
Orion Technologies, Inc.
1800 Diagonal Road
Suite 500
Alexandria, Virginia 22314
9. A copy of the Plan will be furnished by the Surviving Corporation,
on request, and without cost, to any stockholder of each of the constituent
corporations.
10. The Merger between the constituent corporations provides that the
Merger shall be effective upon the date of filing of these Articles of Merger
with the Secretary of State of the State of Nevada.
[SIGNATURES IN COUNTERPARTS ON FOLLOWING PAGES]
-2-
<PAGE>
Signed on September 5, 1997.
Geoasia Enterprises, Ltd.
By: /s/
---------------------------
A. Frans Heideman
President
By: /s/
---------------------------
G.W. Norman Wareham
Secretary
STATE OF )
) SS.:
COUNTY OF )
On September 5, 1997, personally appeared before me, a Notary Public, for the
jurisdiction aforesaid, A. Frans Heideman, as President of Geoasia Enterprises,
Ltd., who acknowledged that he executed the above instrument.
/s/
-------------------------------------
Notary Public
My Commission Expires April 30, 1999.
[Notarial Seal]
PROVINCE OF )
) SS.:
BRITISH COLUMBIA )
On September 5, 1997, personally appeared before me, a Notary Public, for the
jurisdiction aforesaid, G.W. Norman Wareham, as Secretary of Geoasia
Enterprises, Ltd., who acknowledged that he executed the above instrument.
/s/
-------------------------------------
Notary Public
My Commission Does Not Expire.
[Notarial Seal]
-3-
<PAGE>
Orion Technologies, Inc.
By: /s/
---------------------------
Edgar L. Quinto
President
By: /s/
---------------------------
Gordon Ellis
Secretary
REPUBLIC OF THE PHILIPPINES )
MAKATI CITY ) S.S.
SUBSCRIBED AND SWORN to before me this 5th day of September 1997,
affiant exhibiting to me his Passport No. VN200269 issued on 28 February 1995 at
Vancouver, Canada.
/s/
-------------------------------------
Notary Public
PROVINCE OF )
BRITISH COLUMBIA ) S.S.
On September 5, 1997, personally appeared me, Notary Public, for the
jurisdiction aforesaid, Gordon Ellis, as Secretary of Orion Technologies, Inc.,
who is acknowledge that he executed the above instrument.
/s/
-------------------------------------
Notary Public
[Notary Seal]
-4-
<PAGE>
ORION TECHNOLOGIES, INC.
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF THE
SERIES B PREFERRED STOCK SPECIAL SHARE
Orion Technologies, Inc., a Nevada corporation (the "Corporation"),
submits the following Certificate of Designation in accordance with Section
78.1955 of the Nevada Revised Statutes.
The undersigned certifies that pursuant to the authority conferred upon
the Board of Directors by the Corporation's Articles of Incorporation, the Board
of Directors has duly adopted resolutions providing for the establishment of a
series of preferred stock consisting of one share, without par value, and
designated as the "Series B Preferred Stock Special Share" (the "Special
Share"), which resolutions are set forth below in their entirety:
NOW, THEREFORE, IT IS RESOLVED, that the Corporation's Board of
Directors approves the designation of a series of preferred shares of the
Corporation consisting of one share, without par value, to be designated as the
"Series B Preferred Stock Special Share." The rights, powers, privileges,
preferences, designations, qualifications, limitations, restrictions and
conditions attaching to the Series B Preferred Stock Special Share will be as
set forth in the attached Schedule A which is incorporated herein and made a
part hereof by this reference.
FURTHER, RESOLVED, that the President and the Secretary of the
Corporation, are each authorized and directed, in the name and on behalf of the
Corporation, to execute, acknowledge, file and record with the appropriate
officials at the office of the Secretary of State of the State of Nevada, a
certificate of designation setting forth a copy of these resolutions and such
additional information as required by Section 78.1955 of the Nevada Revised
Statutes.
FURTHER, RESOLVED, that the proper officers of the Corporation are
authorized and directed to take all such other actions and to execute, deliver
and file all such further documents, certificates, notices or instruments as may
be required or as such officers may deem necessary or appropriate in furtherance
of or in connection with the foregoing resolutions and to effectuate fully the
purposes and intents thereof.
[Signatures on following page - may be in counterparts.]
<PAGE>
Signed on May 15, 1998.
Orion Technologies, Inc.
By: /s/
---------------------------
James McComas
Vice President
By: /s/
---------------------------
A. Frans Heideman
Secretary
STATE OF MARYLAND )
) SS.:
CITY OF BALTIMORE )
On May ___, 1998, personally appeared before me, a Notary Public, for
the jurisdiction aforesaid, James McComas, Vice President of Orion Technologies,
Inc., who acknowledged that he executed the above instrument.
/s/
-------------------------------------
Notary Public
[Notarial Seal]
STATE OF District )
) SS.:
COUNTY OF Columbia )
On May 15, 1998, personally appeared before me, a Notary Public, for
the jurisdiction aforesaid, A. Frans Heideman, Secretary of Orion Technologies,
Inc., who acknowledged that he executed the above instrument.
/s/
-------------------------------------
Notary Public
[Notarial Seal]
-2-
<PAGE>
SCHEDULE A
ORION TECHNOLOGIES, INC.
RIGHTS, POWERS, PRIVILEGES, RESTRICTIONS AND CONDITIONS OF THE
SERIES B PREFERRED STOCK SPECIAL SHARE
The rights, powers, privileges, preferences, designations,
qualifications, limitations, restrictions and conditions attaching to the Series
B Preferred Stock Special Share (the "Special Share") of Orion Technologies,
Inc., a Nevada corporation (the "Corporation"), are as follows:
A. Issuance. In consideration of certain financings (the "Loan") being
provided by First Capital Invest Corp, BVI, a British Virgin Islands corporation
("FCIC") to the Corporation, and as additional security for the Loan, the
Corporation will issue the Special Share to FCIC, or its designee or nominee, on
the date that the Loan and Financing Agreement between the Corporation and FCIC
(the "Loan Agreement") is fully executed and delivered.
B. Voting Rights.
(i) The affirmative vote of the Special Share will be required
for the Corporation to merge or consolidate with any other entity or to pledge,
sell or otherwise transfer all, substantially all or a material portion of its
assets.
(ii) The affirmative vote of the Special Share will be
required for the Corporation to file a petition in bankruptcy with respect to
itself or otherwise seek for itself the protections afforded by the bankruptcy
laws of the United States or any state insolvency laws or the insolvency laws or
any other jurisdiction. Any attempt by the Corporation to file for bankruptcy or
seek bankruptcy or insolvency protection without the affirmative vote of the
Special Share will be null and void.
(iii) The affirmative vote of the Special Share will be
required for the Corporation to dissolve or liquidate itself or any of its
subsidiaries. Any attempt by the Corporation to dissolve or liquidate itself or
any or its subsidiaries without the affirmative vote of the Special Share will
be null and void.
Except as stated in this section, the holder of the Special Share is not
entitled to receive notice of or to vote on any matter that is the subject of a
vote of the stockholders of the Corporation, except as otherwise required by the
Act or by subsection (g) below.
C. Dividends and Distributions. The Special Share is not entitled to
receive dividends or other distributions.
D. Liquidation, Dissolution or Winding Up. Upon the liquidation,
dissolution or winding up of the Corporation, the Special Share is not entitled
to any preference or distribution of assets of the Corporation available for
distribution to the stockholders.
<PAGE>
E. Cancellation. The Special Share is subject to cancellation, without
further action by the Corporation, upon repayment in full of the Note (as
defined in the Loan Agreement). The cancellation date will be the date on which
FCIC has received full and indefeasible payment of all amounts owing to it under
the Note. Upon FCIC's receipt of such amounts from the Corporation, FCIC will
cause the holder of the Special Share to deliver the certificate representing
the Special Share to the Corporation for cancellation and the Corporation may
amend its Certificate of Incorporation to eliminate the Special Share
designation without the affirmative vote of the Special Share.
F. Preemptive Rights. The holder of the Special Share will not have any
preemptive right to subscribe for or purchase any shares of stock or any other
securities that may be issued by the Corporation by virtue of its holding the
Special Share.
G. Variation of Rights. Except for any cancellation of the Special
Share pursuant to subsection (e) above, any amendment to the Certificate of
Incorporation of the Corporation (including any certificates of designation
pursuant to a resolution of the Board of Directors) to delete or vary the
rights, powers, privileges, preferences, designations, qualifications,
limitations, restrictions or conditions attaching to the Special Share must be
approved by the affirmative vote of the Special Share.
H. Transferability. The Special Share may not be transferred to any
person other than, upon receipt of written notice to the Corporation, an
affiliate of FCIC who assumes the obligations of FCIC under the Loan Agreement
or another party who is approved by the Corporation in its sole discretion.
I. Exclusion of Other Rights. Except as may otherwise be required by
law and for the equitable rights and remedies that may otherwise be available to
the holder of the Special Share, the Special Share will not have any rights,
powers, privileges, preferences, designations, qualifications, limitations,
restrictions or conditions other than as specifically set forth above in this
Certificate of Amendment to the Certificate of Incorporation of the Corporation,
as the same may be amended and/or restated from time to time.
-2-
<PAGE>
EXHIBIT 3.2
AMENDED AND RESTATED BYLAWS
OF
GEOASIA ENTERPRISES, LTD.
1. Offices.
The corporation may have such offices and places of business, either
within or outside Nevada, as the board of directors may designate or as the
business of the corporation may require from time to time. The registered office
of the corporation required by Nevada law to be maintained in Nevada may be, but
need not be, identical with the principal office if in Nevada, and the address
of the registered office may be changed from time to time by the board of
directors.
2. Meetings; Voting.
Section 2.1 Annual Meeting. Unless otherwise designated by the board of
directors, the annual meeting of the shareholders will be held at such time as
may be determined by the board of directors for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the election of directors is not at the annual meeting of the
shareholders, or at any adjournment thereof, the board of directors will cause
the election to be held at a special meeting of the shareholders as soon
thereafter as convenient.
Section 2.2 Special Meetings. Special meetings of the shareholders for
any purpose, unless otherwise prescribed by statute, may be called by the
president, the board of directors or the holders of not less than 25% of all of
the outstanding shares of the corporation entitled to vote at the meeting. Any
holder or holders of at least 25% of all of the outstanding shares of the
corporation who desire to call a special meeting pursuant to this Section 2.2
must notify the president that a special meeting of the shareholders will be
called. Within thirty (30) days after notice to the president, the president
will set the date, time and location of a shareholders' meeting. The date set by
the president will be not less than thirty (30) nor more than one-hundred twenty
(120) days after the date of notice to the president. If the president fails to
set the date, time and location of the special meeting within the thirty (30)
day time period described above, the shareholder or shareholders calling the
meeting may set the date, time and location of the special meeting.
Section 2.3 Place of Meeting. The board of directors may designate any
place, either within or outside Nevada, as the place for any annual meeting or
special meeting called by the board of directors. If no designation is made, or
if a special meeting is called otherwise than by the board, the place of meeting
will be the registered office of the corporation in Nevada.
Section 2.4 Notice of Meeting. Written notice stating the place, date,
and hour of the meeting and, in case of a special meeting, the purpose for which
the meeting is called, must be delivered not less than ten (10) nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
or at the direction of the president, the secretary, or the officer or person
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such
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notice will be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his, her or its address as it appears on the
stock transfer books of the corporation, with postage prepaid.
Section 2.5 Adjournment. When a meeting is for any reason adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, any business may be transacted which might have
been transacted at the original meeting. If the adjournment is for more than
thirty (30) days, or if after the adjournment, a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting will be given to each
shareholder of record entitled to vote at the meeting.
Section 2.6 Organization. The president or any vice president will call
meetings of shareholders to order and act as chairman of such meetings. In the
absence of said officers, any shareholder entitled to vote at that meeting, or
any proxy of any such shareholder, may call the meeting to order and a chairman
will be elected by a majority of the shareholders entitled to vote at that
meeting. In the absence of the secretary or any assistant secretary of the
corporation, any person appointed by the chairman will act as secretary of such
meeting.
Section 2.7 Agenda and Procedure. The board of directors has the
responsibility for establishing an agenda for each meeting of shareholders,
subject to the rights of shareholders to raise matters for consideration which
may otherwise properly be brought before the meeting although not included
within the agenda. The chairman is charged with the orderly conduct of all
meetings of shareholders. In the event of any difference in opinion with respect
to the proper course of action which cannot be resolved by reference to statute,
or to the articles of incorporation, or these bylaws, Robert's Rules of Order
(as last revised) will govern the disposition of the matter.
Section 2.8 Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors may provide
that the stock transfer books be closed for any stated period not exceeding
sixty (60) days. If the stock transfer books are closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books will be closed for at least ten (10) days immediately
before such meeting. In lieu of closing the stock transfer books the board of
directors may fix in advance a date as the record date for any such
determination of shareholders, such record date in any case to be not more than
sixty (60) days before the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or delivered or the date on which the resolution of the board
of directors declaring the dividend is adopted, as the case may be, will be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this Section 2.8, such determination will
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apply to any adjournment thereof except where the determination has been made
through the closing of the stock transfer books and the stated period of the
closing has expired.
Section 2.9 Voting Records. The officer or agent having charge of the
stock transfer books for shares of the corporation will make, at least ten (10)
days before each meeting of shareholders, a complete record of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
For a period of ten (10) days before such meeting, this record will be kept on
file at the principal office of the corporation, whether within or outside
Nevada, and will be subject to inspection by any shareholder for any purpose
relevant to the meeting at any time during usual business hours. Such record
will also be produced and kept open at the time and place of the meeting and
will be subject to the inspection of any shareholder for any purpose relevant to
the meeting during the whole time of the meeting. The original stock transfer
books will be prima facie evidence as to who are the shareholders entitled to
examine such record or transfer books or to vote at any meeting of shareholders.
Section 2.10 Quorum. Unless otherwise provided by the articles of
incorporation, a majority of the outstanding shares of the corporation entitled
to vote, represented in person or by proxy, constitute a quorum at a meeting of
shareholders. If fewer than a majority of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn the meeting
without further notice for a period not to exceed sixty (60) days at any one
adjournment. At such adjourned meeting at which a quorum is present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of shareholders so that less than a quorum remains.
If a quorum is present, the affirmative vote of a majority of
the shares represented at the meeting and entitled to vote on the subject matter
will be the act of the shareholders, unless the vote of a greater number or
voting by classes is required by law or the articles of incorporation.
Section 2.11 Proxies. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact. Such proxy will be filed with the secretary of the corporation
before or at the time of the meeting. No proxy is valid after six (6) months
from the date of its execution unless otherwise provided in the proxy.
Section 2.12 Voting of Shares. Each outstanding share, regardless of
class, is entitled to one vote, and each fractional share is entitled to a
corresponding fractional vote on each matter submitted to a vote at a meeting of
shareholders, except as may be otherwise provided in the articles of
incorporation. If the articles of incorporation provide for more or less than
one vote for any share on any matter, every reference in the Nevada statutes to
a majority or other proportion or number of shares will refer to such a majority
or other proportion or number of votes entitled to be cast with respect to such
matter. In the election of directors, each record holder of stock entitled to
vote at such election will have the right to vote in person or by proxy the
number of shares owned by him, for as many persons as there are directors to be
elected, and for whose election he has the right to vote unless the articles of
incorporation otherwise provide. Cumulative voting will not be allowed.
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Section 2.13 Voting of Shares by Certain Holders.
A. No treasury shares may be voted at any meeting or counted
in determining the total number of outstanding shares at any given time.
B. Redeemable shares which have been called for redemption
will not be entitled to vote on any matter and will not be deemed outstanding
shares on and after the date on which written notice of redemption has been
mailed to shareholders and a sum sufficient to redeem such shares has been
deposited with a bank or trust company with irrevocable instruction and
authority to pay the redemption price to the holders of the shares upon
surrender of certificates therefor.
C. If shares or other securities having voting power stand of
record in the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety, or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, those persons' acts with respect to voting will have
the following effect:
(i) If only one person votes, his or her act binds all;
(ii) If more than one person votes, the act of the majority so
voting binds all;
(iii) If more than one person votes, but the vote is evenly
split on any particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares of a beneficiary, if any, may
apply to any court of competent jurisdiction in the State of Nevada to appoint
an additional person to act with the persons so voting the shares. The shares
will then be voted as determined by a majority of such persons and the person
appointed by the court.
If an instrument filed with the secretary of the Corporation
pursuant to this Section 2.13C shows that a tenant is held in unequal interests,
a majority or even split for the purposes of this Section 2.13C will be a
majority or even split in interest.
The provisions of this Section 2.13C do not apply if the
secretary of the corporation is given written notice of alternate voting
provisions and is furnished with a copy of the instrument or order appointing
those persons or creating the relationship wherein alternate voting provisions
are established.
Section 2.14 Informal Action by Shareholders. Any action required or
allowed to be taken at a meeting of the shareholders may be taken without a
meeting provided that a consent in writing that describes the action so taken is
signed by all of the shareholders entitled to vote with respect to the subject
matter of the consent.
3. Board of Directors.
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Section 3.1 General Powers. The business and affairs of the corporation
will be managed by its board of directors, except as otherwise provided in the
Nevada statutes or in the articles of incorporation.
Section 3.2 Performance of Duties. A director of the corporation will
perform his duties as a director, including his duties as a member of any
committee of the board upon which he or she may serve, in good faith, in a
manner he or she reasonably believes to be in the best interests of the
corporation, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances. In performing his or her duties,
a director will be entitled to rely on information, opinions, reports, or
statements, including financial data, in each case prepared or presented by
persons and groups listed in paragraphs (a), (b), and (c) of this Section 3.2;
but he or she will not be considered to be acting in good faith if he or she has
knowledge concerning the matter in question that would cause such reliance to be
unwarranted. A person who so performs his or her duties will not have any
liability by reason of being or having been a director of the corporation. Those
persons and groups upon whose information, opinions, reports, and statements a
director is entitled to rely are:
a. One or more officers or employees of the corporation whom
the director reasonably believes to be reliable and competent in the matters
presented;
b. Counsel, public accountants, or other persons as to matters
which the director reasonably believes to be within such person's professional
or expert competence, or
c. A committee of the board upon which he or she does not
serve, duly designated in accordance with the provisions of the articles of
incorporation or the bylaws, as to matters within his or her designated
authority, which committee the director reasonably believes to merit confidence.
Section 3.3 Number, Tenure and Qualifications. The number of directors
of the corporation will be determined from time to time by the board of
directors but shall not be less than one. The directors will be elected at each
annual meeting of shareholders or at a special meeting of the shareholders.
Except as otherwise provided herein, each director will hold office until the
next annual meeting of shareholders and thereafter until his successor is
elected and qualified. Directors must be eighteen (18) years of age or older,
but need not be residents of Nevada or shareholders of the corporation. If there
is only one nominee for any directorship, it will be in order to move that the
secretary cast the elective ballot to elect the nominee. Directors are elected
by plurality vote of the shareholders.
Section 3.4 Classified Board. At any meeting of shareholders, the
shareholders may elect directors to serve in a classified board consisting of at
least two classes, with each class as nearly equal numbers as the then total
number of directors constituting the entire board of directors permits and with
the term of office of one class expiring each year for the next number of
successive years equal to the number of classes, so long as at least one-fourth
of the total number of directors is elected annually. Thereafter, one class of
directors will be elected each year at either an
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annual or special meeting of the shareholders to hold office for the period of
time designated for that class.
Section 3.5 Resignation. Any director of the corporation may resign at
any time by giving written notice of his resignation to the board of directors,
the president, any vice president or the secretary of the corporation. Such
resignation takes effect at the date of receipt of such notice or at any later
time specified therein and the acceptance of such resignation is not necessary
to make it effective. When one or more directors resigns from the board,
effective at a future date, a majority of the directors then in office,
including those who have so resigned, have power to fill such vacancy or
vacancies, to take effect when such resignation or resignations will become
effective.
Section 3.6 Removal. Except as otherwise provided in the articles of
incorporation or in these bylaws, any director may be removed, either with or
without cause, at any time, by the affirmative vote of the holders of two-thirds
of the issued and outstanding shares of stock entitled to vote for the election
of directors of the corporation given at a special meeting of the shareholders
called and held for such purpose. The vacancy in the board of directors caused
by any such removal may be filled by the shareholders entitled to vote thereon
at such meeting. If the shareholders at such meeting fail to fill the vacancy,
the board of directors may do so as provided in Section 3.7.
Section 3.7 Vacancies. Any vacancy occurring in the board of directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum except as otherwise provided herein. A director
elected to fill a vacancy will be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by reason of an increase in
the number of directors will be filled by the affirmative vote of a majority of
the directors then in office or by an election at any annual or special meeting
of shareholders called for that purpose, and a director so chosen will hold
office until the next annual meeting of shareholders and until his successor has
been elected and has qualified.
Section 3.8 Regular or Annual Meetings. A regular or annual meeting of
the board of directors will be held without other notice than this bylaw
immediately after and at the same place as the annual meeting of shareholders.
The board of directors may provide by resolution the time and place, either
within or outside Nevada, for the holding of additional regular meetings without
other notice than such resolution.
Section 3.9 Special Meetings. Special meetings of the board of
directors may be called by or at the request of the president or the director if
the corporation has one director or any two directors if the corporation has two
or more directors. The person or persons authorized to call special meetings of
the board of directors may fix any place, either within or outside Nevada, as
the place for holding any special meeting of the board of directors called by
them.
Section 3.10 Notice. Notice of any special meeting must be given at
least seven (7) days in advance of the meeting by written notice delivered
personally or mailed to each director at his business address, or by notice
given at least two (2) days previously by telegraph, telex, electronic
facsimile, electronic mail or other means of electronic data transmission.
Mailed notice will be deemed to be delivered when deposited in the United States
mail so addressed, with postage
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prepaid. If notice is given by any means of electronic data transmission, the
notice will be deemed to be delivered when the notice is received by the
addressee. Any director may waive notice of any meeting. By attending or
participating in a regular or special meeting, a director waives any required
notice of such meeting unless the director, at the beginning of the meeting,
objects to the holding of the meeting or the transaction of business at the
meeting. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.
Section 3.11 Quorum. A majority of the number of directors elected and
qualified at the time of the meeting constitute a quorum for the transaction of
business at any such meeting of the board of directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
Section 3.12 Manner of Acting. If a quorum is present, the affirmative
vote of a majority of the directors present at the meeting and entitled to vote
on that particular matter will be the act of the board, unless the vote of a
greater number is required by law or the articles of incorporation.
Section 3.13 Compensation. By resolution of the board of directors, any
director may be compensated for service on the board of directors. A director
may also be paid his or her expenses, if any, of attendance at each meeting of
the board of directors. No such payment will preclude any director from serving
the corporation in any other capacity and receiving compensation therefor.
Section 3.14 Presumption of Assent. A director of the corporation who
is present at a meeting of the board of directors at which action on any
corporate matter is taken will be presumed to have assented to the action taken
unless his dissent is entered in the minutes of the meeting or unless he or she
files his or her written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or forwards such dissent
by certified or registered mail to the secretary of the corporation within one
(1) day after the adjournment of the meeting. Such right to dissent does not
apply to a director who voted in favor of such action.
Section 3.15 Executive Committee. The board of directors may designate
two or more directors to constitute an executive committee, which committee will
have and may exercise all of the authority of the board of directors or such
lesser authority as may be authorized by the board of directors. No such
delegation of authority will operate to relieve the board of directors or any
member of the board from any responsibility imposed by law. The board of
directors may appoint non-directors to serve on any such executive committee on
an ex officio basis.
Section 3.16 Other Committees. The board of directors may designate one
or more committees, each to consist of two or more directors, which committees
will have and may exercise all of the authority of the board of directors or
such lesser authority as may be authorized by the board of directors. No such
delegation of authority will operate to relieve the board of directors or any
member of the board from any responsibility imposed by law. The board of
directors may appoint non-directors to serve on any such committee on an ex
officio basis.
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Section 3.17 Informal Action by Directors. Any action required or
permitted to be taken at a meeting of the directors, executive committee or
other committee of the directors may be taken without a meeting if a consent in
writing that describes the action to be taken is signed by all of the directors
entitled to vote with respect to the subject matter of the consent.
Section 3.18 Meetings by Telephone. One or more members of the board of
directors may participate in a meeting of the board or committee by means of
conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other at the same time. Such
participating constitutes presence at the meeting.
4. Officers and Agents.
Section 4.1 General. The officers of the corporation will be a
president, a secretary and a treasurer, each of whom will be elected by the
board of directors. The board of directors may appoint one or more vice
presidents and such other officers, assistant officers, committees and agents,
including a chairman of the board, assistant secretaries and assistant
treasurers, as they may consider necessary, who will be chosen in such manner
and hold their offices for such terms and have such authority and duties as from
time to time may be determined by the board of directors. The salaries of all
the officers of the corporation may be fixed by the board of directors. One
person may hold two or more offices. The officers of the corporation must be
eighteen (18) years of age or older. In all cases where the duties of any
officer, agent or employee are not prescribed by the bylaws or by the board of
directors, such officer, agent or employee will follow the orders and
instructions of the president.
Section 4.2 Election and Term of Office. The officers of the
corporation will be elected by the board of directors annually at the first
meeting of the board held after each annual meeting of the shareholders. If the
election of officers is not held at such meeting, such election will be held as
soon thereafter as may be convenient. Each officer will hold office until his or
her successor is duly elected and has qualified or until his or her death,
resignation or removal.
Section 4.3 Removal. Any officer or agent may be removed by the board
of directors or by the executive committee, if any, whenever in its judgment the
best interests of the corporation will be served thereby, but such removal will
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent does not of itself create contact
rights.
Section 4.4 Vacancies. A vacancy in any office, however occurring, may
be filled by the board of directors for the unexpired portion of the term.
Section 4.5 President. The president will, subject to the direction and
supervision of the board of directors, be the chief executive officer of the
corporation and will have general and active control of its affairs and business
and general supervision of its officers, agents and employees. Unless otherwise
ordered by the board of directors, the president presides at all meetings of the
board of directors and the stockholders. The president signs and countersigns
all certificates, contracts and other instruments of the corporation as
authorized by the board of directors and
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performs such other duties incident to the office of required by the board of
directors. A chief executive officer or other officer designated by the board of
directors may execute the duties of the president, for legal purposes, in the
event of any vacancy in the office of the president.
Section 4.6 Vice Presidents. The vice presidents, if any, will assist
the president and perform such duties as may be assigned to them by the
president or by the board of directors. In the absence of the president, the
vice president designated by the board of directors or (if there be no such
designation) the vice president designated in writing by the president will have
the powers and perform the duties of the president. If no such designation will
be made all vice presidents may exercise such powers and perform such duties.
Section 4.7 Secretary. The secretary issues all required notices for
meetings of the board of directors and of the shareholders, keeps a record of
the minutes of the proceedings of the meetings of the board of directors and of
the shareholders, has charge of the corporate seal and the corporate books, and
makes such reports and performs such other duties as are incident to the office
or required by the board of directors. Assistant secretaries, if any, will have
the same duties and powers, subject to supervision by the secretary.
Section 4.8 Treasurer. The treasurer will be the principal financial
officer of the corporation and has custody of all monies and securities of the
corporation, keeps regular books of account, disburses the funds of the
corporation, renders account to the board of directors of all transactions made
on behalf of the corporation and of the financial condition of the corporation
from time to time as the board requires, and performs all duties incident to the
office or properly required by the board of directors. The assistant treasurers,
if any, will have the same powers and duties, subject to the supervision of the
treasurer.
The treasurer will also be the principal accounting officer of
the corporation. He or she will prescribe and maintain the methods and systems
of accounting to be followed, keep complete books and records of account,
prepare and file all local, state and federal tax returns, prepare and maintain
an adequate system of internal audit, and prepare and furnish to the president
and the board of directors statements of account showing the financial position
of the corporation and the results of its operations.
Section 4.9 Salaries. Officers of the corporation are entitled to such
salaries, compensation or reimbursement as are fixed or allowed from time to
time by the board of directors.
Section 4.10 Bonds. If the board of directors by resolution so
requires, any officer or agent of the corporation will give bond to the
corporation in such amount and with such surety as the board of directors may
deem sufficient, conditioned upon the faithful performance of that officer's or
agent's duties and offices.
5. Stock.
Section 5.1 Certificates. The shares of stock will be represented by
consecutively numbered certificates signed in the name of the corporation by its
president or a vice president and
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by the treasurer or an assistant treasurer or by the secretary or an assistant
secretary, and may be sealed with the seal of the corporation, or with a
facsimile thereof. The signatures of the corporation's officers on such
certificate may also be facsimiles if the certificate is either countersigned by
a transfer agent other than the corporation itself or an employee of the
corporation or registered by a registrar other than the corporation itself or an
employee of the corporation. Except that if the corporation is governed by the
rules of the New York Stock Exchange or by comparable rules of other regulated
securities exchanges and it acts as its own transfer agent and/or registrar it
will be allowed to countersign its own certificates. In case any officer who has
signed or whose facsimile signature has been placed upon such certificate will
have ceased to be such officer before such certificate is issued, it may be
issued by the corporation with the same effect as if he were such officer at the
date of its issue. Every certificate representing shares issued by a corporation
which is authorized to issue shares of more than one class or more than one
series of any class will describe on the face or back of the certificate or will
state that the corporation will furnish to any shareholder upon request and
without charge a full statement of the designations, preferences, limitations,
and relative rights of the shares of each class authorized to be issued and, if
the corporation is authorized to issue any preferred or special class in series,
the variations in the relative rights and preferences between the shares of each
such series, so far as the same have been fixed and determined, and the
authority of the board of directors to fix and determine the relative rights and
preferences of subsequent series.
Each certificate representing shares will state the following
upon its face: the name of the state of the corporation's organization; the name
of the state of the corporation's organization; the name of the person to whom
issued; the number and class of shares and the designation of the series, if
any, which such certificate represents; the par value of each share represented
by such certificate or a statement that the shares are without par value.
Certificates of stock will be in such form consistent with law as will be
prescribed by the board of directors. No certificate may be issued until the
shares represented thereby are fully paid.
Section 5.2 Record. A record will be kept of the name of each person or
other entity holding the stock represented by each certificate for shares of the
corporation issued, the number of shares represented by each such certificate,
its date of issuance and, in the case of cancellation, the date of cancellation.
The person or other entity in whose name shares of stock stand on the books of
the corporation will be deemed the owner, and thus a holder of record of such
shares of stock, for all purposes as regards the corporation.
Section 5.3 Consideration for Shares. Shares will be issued for such
consideration, expressed in dollars (but not less than the par value thereof) as
may be fixed from time to time by the board of directors. That part of the
surplus of a corporation which is transferred to stated capital upon the
issuance of shares as a share dividend will be deemed the consideration for the
issuance of such dividend shares. Such consideration may consist, in whole or in
part, of money, other property, tangible or intangible, or in labor or services
actually performed for the corporation, but neither promissory notes nor future
services may constitute payment or part payment for shares unless approved by
the board of directors.
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Section 5.4 Cancellation of Certificates. All certificates surrendered
to the corporation for transfer will be cancelled and no new certificates will
be issued in lieu thereof until the former certificate for a like number of
shares have been surrendered and cancelled, except as herein provided with
respect to lost, stolen or destroyed certificates.
Section 5.5 Lost Certificates. In case of the alleged loss, destruction
or mutilation of a certificate of stock, the board of directors may direct the
issuance of a new certificate in lieu thereof upon such terms, conditions and
indemnity consistent with applicable law as it may prescribe. The board of
directors may in its discretion require a bond in such form and amount and with
such surety as it may determine, before issuing a new certificate.
Section 5.6 Transfer of Shares. Upon surrender to the corporation or to
a transfer agent of the corporation of a certificate of stock duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and such documentary stamps as may be required by law, it will be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate. Every such transfer of stock will be
entered on the stock book of the corporation which will be kept at its principal
office or by its registrar duly appointed.
The corporation is entitled to treat the holder of record of
any share of stockholder as the holder in fact, and accordingly will not be
bound to recognize any equitable or other claim to or interest in such share on
the part of any other person whether or not it will have express or other notice
thereof, except as may be required by the laws of Nevada.
Section 5.7 Transfer Agents, Registrars and Paying Agents. The board
may at its discretion appoint one or more transfer agents, registrars and agents
for making payment upon any class of stock, bond, debenture or other security of
the corporation. Such agents and registrars may be located either within or
outside Nevada. They will have such rights and duties and be entitled to such
compensation as may be agreed.
6. Indemnification of Officers and Directors.
Section 6.1 Indemnification of Directors. The corporation will
indemnify, to the full extent and in the manner permitted under the laws of
Nevada and any other applicable laws, any person made or threatened to be made a
party to an action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he is or was a director of this
corporation or served any other enterprise as a director or officer at the
request of this corporation; such right of indemnification will also be
applicable to the executors, administrators and other similar legal
representative of any such director. The provisions of this Section will be
deemed to be a contract between the corporation and each director who serves in
such capacity at any time while this Section is in effect, and any repeal or
modification of this Section will not affect any rights or obligations then
existing with respect to any state of facts then existing or any action, suit or
proceeding brought based in whole or in part upon any such state of facts.
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Section 6.2 Indemnification of Officers and Others. The board of
directors may, on behalf of the corporation, indemnify any officer, employee,
agent or other individual to such extent and in such manner as the board of
directors determines in accordance with Nevada law.
Section 6.3 Notice of Claim. Each person indemnified by the corporation
must promptly after receipt of written notice of any demand or claim or the
commencement of any action, suit or proceeding within the corporation's
indemnification obligation immediately notify the corporation in writing.
Section 6.4 Defense of Claim. The corporation will have the right, by
notifying the party who asserts a claim for indemnification within thirty (30)
days after the corporation's receipt of the notice of the claim or demand, to
assume the entire control of the defense, compromise, or settlement of the
action, suit or proceeding, including employment of counsel of the corporation's
choice. The party who asserts the right to indemnification under this Section
will have the right to participate, at such party's expense and with counsel of
such party's choice, in the defense, compromise, or settlement of the matter,
and will cooperate with the corporation in all respects.
Section 6.5 Inurement; Binding. The corporation's indemnification
obligations will be binding on the corporation and its successors and assigns
and will inure to the benefit of and, where applicable, will be binding on each
party entitled to indemnification and his or her successors, assigns and
personal representatives. The right to indemnification will inure whether or not
the claim asserted is based on matters that predate the adoption of this Section
6 and will continue as to any party entitled to indemnification who has ceased
to hold the position by virtue of which he or she was entitled to
indemnification. The corporation may prospectively amend, modify or revoke the
provisions of this Section concerning indemnification.
Section 6.6 Non-exclusivity of Rights. The right to indemnification and
to the advancement of expenses conferred by this Section 6 are not exclusive of
any other rights that a party entitled to indemnification may have or acquire
under any statute, bylaw, agreement, vote of stockholders or disinterested
directors, the articles of incorporation, these bylaws or otherwise.
Section 6.7 Advancement of Expenses. The corporation will, from time to
time, reimburse or advance to any party entitled to indemnification the funds
necessary for payment of expenses, including attorneys' fees and disbursements,
incurred in connection with defending any proceeding for which he or she is
indemnified by the corporation, in advance of the final disposition of such
proceeding; provided that, if then required by Nevada law, the expenses incurred
by or on behalf of such indemnified party may be paid in advance of the final
disposition of a proceedings only upon receipt by the corporation of an
undertaking by or on behalf of such indemnified party to repay any such amount
so advanced if it is ultimately determined by a final and unappealable judicial
decision that the party is not entitled to be indemnified for such expenses.
Section 6.8 Certain Waivers. Each party entitled to indemnification
under this Section expressly and unconditionally waives, in connection with any
suit, action or proceeding brought by such party concerning indemnification
under this Section, any and every right such person may have to: (a) injunctive
relief; (b) a trial by jury; (c) interpose any counterclaim; and (d) have such
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suit, action or proceeding consolidated with any other or separate suit, action
or proceeding. Nothing in this Section prevents or prohibits the corporation
from instituting or maintaining a separate action against any party who asserts
a claim for indemnification under this Section.
Section 6.9 Governing Law. This indemnity provision and the rights and
obligations of the parties under this Section will in all respects be governed
by, and construed and enforced in accordance with, the laws of the State of
Nevada applicable to the interpretation, construction and enforcement of
indemnities (without giving effect to Nevada's principles of conflicts of law).
Section 6.10 Submission to Jurisdiction. Each party who asserts a claim
for indemnification under this Section irrevocably submits to the jurisdiction
of and venue in of any Nevada state court or United States District Court
sitting in the county in Nevada where the corporation's registered office is
located, over any suit, action or proceeding arising from or relating to
indemnification under this Section, and agrees that any suit, action or
proceeding concerning or relating to a claim for indemnification under this
Section will be commenced and maintained in such court. Each such party agrees
and consents that, in addition to any other methods of service of process
provided for under applicable law, all service of process in any such suit,
action or proceeding may be made by certified or registered mail, return receipt
requested, directed to such person at his or her respective address, and such
service will be complete five (5) days after mailing.
7. Execution of Instruments; Loans; Checks and Endorsements; Deposits;
Proxies.
Section 7.1 Execution of Instruments. The president or any vice
president will have the power to execute and deliver on behalf of and in the
name of the corporation any instrument requiring the signature of an officer of
the corporation, except as otherwise provided in these bylaws or where the
execution and delivery thereof will be expressly delegated by the board of
directors to some other officer or agent of the corporation. Unless authorized
to do so by these bylaws or by the board of directors, no officer, agent or
employee will have any power or authority to bind the corporation in any way, to
pledge its credit or to render it liable pecuniarily for any purpose or in any
amount.
Section 7.2 Loans. The corporation may lend money to, guarantee the
obligations of and otherwise assist directors, officers and employees of the
corporation, or directors of another corporation of which the corporation owns a
majority of the voting stock, only upon compliance with the requirements of the
Nevada statutes.
No loans may be contracted on behalf of the corporation and no
evidence of indebtedness may be issued in its name unless authorized by a
resolution of the board of directors. Such authority may be general or confined
to specific instances.
Section 7.3 Checks and Endorsements. All checks, drafts or other orders
for the payment of money, obligations, notes or other evidence of indebtedness,
bills of lading, warehouse receipts, trade acceptances and other such
instruments may be signed or endorsed by such officers or agents of the
corporation as are from time to time be determined by resolution of the board of
directors, which resolution may provide for the use of facsimile signatures.
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Section 7.4 Deposits. All funds of the corporation not otherwise
employed will be deposited from time to time to the corporation's credit in such
banks or other depositories as will from time to time be determined by
resolution of the board of directors, which resolution may specify the officers
or agents of the corporation who will have the power, and the manner in which
such power will be exercised, to make such deposits and to endorse, assign and
deliver for collection and deposit checks, drafts and other orders for the
payment of money payable to the corporation or its order.
Section 7.5 Proxies. Unless otherwise provided by resolution adopted by
the board of directors, the president or any vice president may from time to
time appoint one or more agents or attorneys-in-fact of the corporation, in the
name and on behalf of the corporation, to cast the votes which the corporation
may be entitled to cast as the holder of stock or other securities in any other
corporation, association or other entity any of whose stock or other securities
may be held by the corporation, at meetings of the holders of the stock or other
securities of such other corporation, association or other entity or to consent
in writing in the name of the corporation as such holder, to any action by such
other corporation, association or other entity, and may instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed in the name and on behalf of
the corporation and under its corporate seal, or otherwise, all such written
proxies or other instruments as he or she may deem necessary or proper in the
premises.
Section 7.6 Contracts. The board of directors may authorize any officer
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.
8. Miscellaneous.
Section 8.1 Waivers of Notice. Whenever notice is required by the
Nevada statutes, by the articles of incorporation or by these bylaws, a waiver
of the notice in writing signed by the director, shareholder or other person
entitled to notice, whether before, after or after the time stated therein, or
his appearance at such meeting in person or (in the case of a shareholders'
meeting) by proxy, will be equivalent to such notice.
Section 8.2 Seal. The corporation may adopt a corporate seal and, if
adopted, it will have inscribed thereon the name of the corporation and the
words "Corporate Seal" and "Nevada". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced or by
causing the word [SEAL], in brackets, to appear where the seal is required to be
impressed or affixed.
Section 8.3 Fiscal Year. The fiscal year of the corporation will be as
established by the board of directors.
Section 8.4 Amendments. The board of directors has the power to alter,
amend or repeal the bylaws or adopt new bylaws of the corporation at any regular
meeting of the board or at
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any special meeting called for that purpose, by a vote of at least two-thirds of
the board of directors. Any change so made to the bylaws is subject to repeal or
change by action of the shareholders.
Section 8.5 Emergency Bylaws. Subject to repeal or change, by action of
the shareholders, the board of directors may adopt emergency bylaws in
accordance with and pursuant to the provisions of the Nevada statutes.
I certify that these bylaws were adopted by the board of directors by
written consent on July 17, 1997 to be effective as of June 30, 1997.
By: /s/
------------------------------
A. Frans Heideman
President/Assistant Secretary
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EXHIBIT 16.1
Cohen & Kameny CPA's PLLC
3530 Henry Hudson Parkway, Suite B
Riverdale, NY 10463
(718) 548-7200 Fax (718) 796-0184
Eli Cohen, CPA
David Kameny, CPA
- - - - - - - - - - - - - -------------------
Orion Technologies, Inc.
1800 Diagonal Road, Suite 500
Alexandria, Virginia 22314
Attention: Board of Directors
Re: Hancock Holdings, Inc.
Dear Sirs:
We have been advised that Hancock Holdings, Inc. ("Hancock") has been acquired
by Orion Technologies, Inc. ("Orion"). We have been further advised that as a
result of such acquisition, Orion will use it own auditors,
PriceWaterhouseCoopers, as the Company's principal independent accountant for
the fiscal year ended December 31, 1999.
This letter shall confirm that our report on Hancock's financial statements for
the past fiscal year did not contain an adverse opinion or disclaimer of opinion
and was not modified as to uncertainty, audit scope, or accounting principles.
Further, there were no disagreements with us, whether or not resolved, on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedures, which if not resolved would have caused us to make
reference to the subject matter of the disagreement(s) in connection with our
report.
COHEN & KAMENY CPA'S PLLC
/s/
-------------------------
Riverdale, New York
February 22, 2000
<PAGE>
EXHIBIT 21.1
List of Subsidiaries of Orion Technologies, Inc.
EZ Electronic Payment Systems, a German limited liability company
(EZ Elektronische Zahlungssysteme GmbH)
EPS Electronic Processing, a German limited liability company
(EPS Elektronische Processing Systems GmbH)
Globalinx Corporation, a Delaware corporation
Hancock Holdings, Inc., a Delaware Corporation
