As filed with the Securities and Exchange Commission on October 23, 1997
Registration No.
====================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
ASPAC COMMUNICATIONS, INC.
---------------------------------
(Exact Name of registrant as specified in its charter)
Delaware 95-4652797 4812
- ------------- --------------------- ----------------------
State or other IRS Employer Primary Standard
jurisdiction of Identification Number Industrial
organization Classification Code
------------------------
2049 Century Park East, Suite 1200
Los Angeles, California 90067
310/712-3288
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Ming Zhang, President
2049 Century Park East, Suite 1200
Los Angeles, California 90067
310/712-3288
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to: Cassidy & Associates, 1504 R Street, N.W.
Washington, D.C. 20009, 202/387-5400
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the
same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Amount to be Maximum Maximum Amount
Class of Registered Offering Aggregate of Regis-
Securities to Price Per Offering tration
be Registered Share Price Fee
<S> <C> <C> <C> <C>
Shares of Common 450,000 $20.00 $9,000,000 $2,700
Stock, $.0001
par value
Share of Common
Stock by Selling 9,010,000 (1) NA NA NA
Securityholders
Total $9,000,000 $2,700 (2)
</TABLE>
(1) There is no current market for the shares and the dollar amount of the
shares to be registered is de minimis based upon the estimated per
share book value ($.0001).
(2) Paid by electronic transfer.<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement on Form S-1 (the "Registration
Statement") under the Securities Act with respect to the securities offered
hereby. This Prospectus does not contain all the information contained in the
Registration Statement. For further information regarding the Company and
the securities offered hereby, reference is made to the Registration Statement,
including all exhibits and schedules thereto, which may be inspected without
charge at the public reference facilities of the Commission's Washington,
D.C. office, 450 Fifth Street, N.W., Washington, D.C. 20549. Each
statement contained in this Prospectus with respect to a document filed as an
exhibit to the Registration Statement is qualified by reference to the exhibit
for its complete terms and conditions.
The Company will be subject to the informational requirements of the
Securities Exchange Act of 1934 ("Exchange Act") and in accordance
therewith will file reports and other information with the Commission.
Reports, proxy statements and other information filed by the Company can be
inspected and copied on the Commission's home page on the World Wide
Web at http://www.sec.gov or at the public reference facilities of the
Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, as well as the following Regional Offices: 7 World Trade Center,
Suite 1300, New York, N.Y. 10048; and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois. 60661-2511. Such material can also be
inspected at the New York, Boston, Midwest, Pacific and Philadelphia Stock
Exchanges. Copies can be obtained from the Commission by mail at
prescribed rates. Request should be directed to the Commission's Public
Reference Section, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549.
The Company intends to furnish its stockholders with annual reports
containing audited financial statements and such other reports as may be
required by law.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION
STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY
TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES
THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER
BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH
DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
[Legend for Red Herring Prospectuses]
The information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
<PAGE>
PROSPECTUS
ASPAC COMMUNICATIONS, INC.
450,000 Shares of Common Stock at $20 per Share;
9,010,000 Shares of Common Stock to be Sold by the Holders Thereof
This Prospectus is being furnished by Aspac Communications, Inc., a
Delaware corporation, (the "Company") in connection with the registration of
450,000 shares of Common Stock of the Company, $.0001 par value per
share (the "Company Shares") and 9,010,000 shares of Common Stock of the
Company (the "Selling Securityholders Shares") which are being offered for
sale by certain selling securityholders of the Company (the "Selling
Securityholders"). (The Selling Securityholders' Shares and the Company
Shares are hereinafter referred to collectively as the "Shares"). SEE
"PROSPECTUS SUMMARY."
It is currently anticipated that the initial offering price of the Company
Shares offered hereby will be $20 per Company Share. The offering price of
the Company Shares was determined arbitrarily by the Company and is not
necessarily related to asset or book value, net worth or any other established
criteria of value. There is no current public trading market for the Shares.
All costs incurred in the registration of the Company Shares and the Selling
Securityholders' Shares are being borne by the Company.
The Registration Statement of which this Prospectus is a part also
relates to 9,010,000 Selling Securityholders' Shares which are being offered
and sold by the respective holders thereof. The Selling Securityholders will
receive the proceeds from the sale of the securities being offered by Selling
Securityholders. The Company will not receive any of the proceeds from
such sales. The Selling Securityholders' Shares may be offered from time to
time by the Selling Securityholders through ordinary brokerage transactions
in the over-the-counter market, in negotiated transactions or otherwise, at
market prices prevailing at the time of sale or at negotiated prices. The
securities being offered by Selling Securityholders are expected to become
tradeable on or about the date of this Prospectus. Sales of the securities
being offered by Selling Securityholders, or even the potential of such sales,
may likely have an adverse effect on the market prices of the Company
Shares being offered by the Company.
The Selling Securityholders may be deemed to be "Underwriters" as
defined in the Securities Act of 1933, as amended (the "Securities Act"). If
any broker-dealers are used by the Selling Securityholders, any commissions
paid to broker-dealers and, if broker-dealers purchase any Selling
Securityholders' Shares as principals, any profits received by such
broker-dealers on the resales of the Selling Securityholders' Shares may be
deemed to be underwriting discounts or commissions under the Securities
Act. In addition, any profits realized by the Selling Securityholders may be
deemed to be underwriting commissions. All costs, expenses and fees in
connection with the registration of the Selling Securityholders' Shares offered
by the Selling Securityholders will be borne by the Company. Brokerage
commissions, if any, attributable to the sale of the Selling Securityholders'
Shares will be borne by the Selling Securityholders. The Company has
agreed to indemnify the Selling Securityholders against certain liabilities,
including liabilities under the Act.
The Selling Securityholders' Shares offered by this Prospectus may be
sold from time to time by the Selling Securityholders or by transferees
commencing on the date of this Prospectus. No underwriting arrangements
have been entered into by the Company or, to the Company's knowledge, the
Selling Securityholders. The distribution of the Shares by the Selling
Securityholders may be effected in one or more privately-negotiated
transaction or through sales to one or more dealers for resale of such Selling
Securityholder's Shares as principals, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices or negotiated
prices. Usual and customary or specifically negotiated brokerage fees or
commissions may be paid by the Selling Securityholders in connection with
sales of the Selling Securityholders' Shares.
Unless otherwise specifically provided, all currency amounts in this
document are expressed in United States dollars and are preceded by "$".
The Company is a recently formed Delaware corporation, without
business investments, operations or revenues, and with limited capital. SEE
"THE COMPANY." The proposed operations of the Company are
speculative. Given the nature of the offering, purchasers of the Shares
cannot be assured that the number of shareholders will increase to a number
which will encourage market activity. SEE "RISK FACTORS--Absence of
Trading Market."
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" CONTAINED IN THIS PROSPECTUS BEGINNING
ON PAGE 6.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Price to Underwriting Proceeds to
Public Discounts and Company or
Commissions(1) Other Persons
<S> <C> <C> <C>
450,000 Shares of $9,000,000 $90,000 $8,910,000
Common Stock
Total $9,000,000 $90,000 $8,910,000
</TABLE>
(1) The Company does not anticipate paying underwriting discounts or
commissions, but if any such payments are made they will not exceed
10% of the offering price.
The date of this Prospectus is October ____, 1997.<PAGE>
CERTAIN SECURITIES DESCRIBED HEREIN ARE OFFERED BY
THE SELLING SECURITYHOLDERS SUBJECT TO PRIOR SALE,
WITHDRAWAL, CANCELLATION OR MODIFICATION OF THE
OFFERING, WITHOUT NOTICE. IN ADDITION, THE RIGHT IS
RESERVED TO CANCEL ANY CONFIRMATION OF SALE EVEN IF
THE PURCHASE PRICE HAS BEEN PAID, IF IN THE OPINION OF
THE COMPANY OR ANY PARTICIPATING BROKER-DEALER,
COMPLETION OF SUCH SALE WOULD VIOLATE FEDERAL OR
STATE SECURITIES LAWS OR A RULE OR POLICY OF THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
FOLLOWING THE COMPLETION OF THIS OFFERING,
CERTAIN BROKER-DEALERS MAY BE THE PRINCIPAL MARKET
MAKERS FOR THE SECURITIES OFFERED HEREBY. UNDER THESE
CIRCUMSTANCES, THE MARKET BID AND ASKED PRICES FOR THE
SECURITIES MAY BE SIGNIFICANTLY INFLUENCED BY DECISIONS
OF THE MARKET MAKERS TO BUY OR SELL THE SECURITIES FOR
THEIR OWN ACCOUNT. NO ASSURANCE CAN BE GIVEN THAT
ANY MARKET MAKING ACTIVITIES OF THE MARKET MAKERS, IF
COMMENCED, WILL BE CONTINUED.
FOR A PERIOD OF AT LEAST ONE YEAR FOLLOWING
CLOSING OF THIS OFFERING, THE COMPANY WILL BE REQUIRED
BY THE SECURITIES EXCHANGE ACT OF 1934 TO FILE PERIODIC
REPORTS AND OTHER INFORMATION WITH THE SECURITIES AND
EXCHANGE COMMISSION. SUCH MATERIAL MAY BE INSPECTED
AT THE COMMISSION'S PRINCIPAL OFFICES AT JUDICIARY
PLAZA, 450 FIFTH STREET, N.W. WASHINGTON, D.C. 20459 AND
COPIES MAY BE OBTAINED ON PAYMENT OF CERTAIN FEES
PRESCRIBED BY THE COMMISSION. THE COMPANY WILL
FURNISH TO HOLDERS OF ITS COMMON STOCK ANNUAL
REPORTS CONTAINING AUDITED FINANCIAL STATEMENTS
EXAMINED AND REPORTED UPON, AND WITH AN OPINION
EXPRESSED BY AN INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANT. THE COMPANY MAY ISSUE OTHER UNAUDITED
INTERIM REPORTS TO ITS SHAREHOLDERS AS IT DEEMS
APPROPRIATE.<PAGE>
PROSPECTUS SUMMARY
The following is a summary of certain information contained
elsewhere in this Prospectus. Reference is made to, and this summary is
qualified by, the more detailed information set forth in this Prospectus, which
should be read in its entirety.
The Company Aspac Communications, Inc. is a development stage
corporation incorporated in Delaware on June 1, 1994.
The Offering The Company has no business operations, limited assets
and no revenues. The Company plans to research and
develop or acquire telecommunication and Internet
networks and systems in the Far East including the
People's Republic of China ("PRC" or "China"), and
elsewhere, including the United States. SEE
"DESCRIPTION OF BUSINESS - Plan of Operation."
The Company intends to develop and manage or sell
such telecommunication and Internet systems as it
determines. The Company intends to raise capital for
its acquisitions through debt obligations such as
mortgages, debentures, private placements and/or
security offerings.
Transfer Agent The transfer agent for the Company is
________________________. SEE "DESCRIPTION
OF SECURITIES -- Transfer Agent and Registrar."
Selling Securityholders
Securities 9,010,000 Shares of Common Stock registered hereby
and owned by Selling Securityholders to be offered for
sale by such securityholders subject to certain
limitations. SEE "SELLING SECURITYHOLDERS."
The Selling Securityholders' Shares constitute an
aggregate of 10% of the issued and outstanding
Common Stock of the Company as of the date hereof.
Trading Market The Company intends to apply initially for admission to
quotation of the Shares on the NASD OTC Bulletin
Board and to apply for listing on the Nasdaq SmallCap
Market at such time, if any, as it qualifies. However,
there can be no assurance that the Shares will be so
listed. SEE "RISK FACTORS -- Absence of Trading
Markets" and "DESCRIPTION OF SECURITIES -
Admission to Quotation on Nasdaq SmallCap Market or
Bulletin Board".
SELECTED FINANCIAL DATA
The Company's fiscal year ends September 30. The following table
sets forth selected financial information concerning the Company as of
October 2, 1997:
Balance Sheet Data:
Current assets $ 200
Total assets $ 200
Stockholders' equity (deficit) $ 200
The selected financial data above is a summary only and has been
derived from and is qualified in its entirety by reference to the Company's
financial statements and the report related thereto of John MacLean, Certified
Public Accountant, included elsewhere in this Prospectus. SEE "EXPERTS"
and "FINANCIAL STATEMENTS."
THE COMPANY
The Company, a development stage company, was incorporated in the
State of Delaware on June 1, 1994. The Company has had no operations to
date and has received no revenues. The Company was organized to engage
in the acquisition, development, operation and possible sale of
telecommunications and Internet services to offer a broad range of local and
regional, international, and enhanced telecommunication and Internet services
including but not limited to cellular and fixed (land) line telephone service to
individuals, business and residential customers. The Company will
concentrate its services in the United States and the Far East. Decisions as
to what type and which business opportunities to participate in will be made
by management of the Company ("Management"), which may, in most cases
pursuant to the Company's by-laws and Articles of Incorporation and the
Delaware General Corporation Law, act without the consent, vote or
approval of the Company's shareholders. The Company does not own and
Management has not begun any telecommunications and Internet services nor
have any agreements or negotiations or discussions begun with providers of
any such services. The offering herein is considered a "blind pool".
EMPLOYEES
The Company presently has one officer and one employee. The
Company does not expect to hire any employees before effectiveness of the
registration statement of which this Prospectus forms a part.
OFFICES
The United States offices of the Company are located at 2049 Century
Park East, Suite 1200, Los Angeles, California 90067. Its telephone number
is 310/712-3288 and its fax number is 310/712-3286.
<PAGE>
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE IN
NATURE AND INVOLVE A HIGH DEGREE OF RISK. THE
SECURITIES OFFERED HEREBY SHOULD BE PURCHASED ONLY BY
PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE
INVESTMENT. THEREFORE, EACH PROSPECTIVE INVESTOR
SHOULD, PRIOR TO PURCHASE, CONSIDER VERY CAREFULLY
THE FOLLOWING RISK FACTORS, AS WELL AS ALL OF THE
OTHER INFORMATION SET FORTH ELSEWHERE IN THIS
PROSPECTUS AND THE INFORMATION CONTAINED IN THE
FINANCIAL STATEMENTS, INCLUDING ALL NOTES THERETO.
RISKS RELATING TO OPERATING IN CHINA AND ELSEWHERE
IN THE FAR EAST
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
Some of the Company's officers and directors and certain of the
Selling Shareholders reside outside the United States and all of the assets of
these persons and a substantial portion of the assets of the Company are or
may be located outside the United States. As a result, it may not be possible
for investors to effect service of process within the United States upon such
persons, or to enforce against the Company's assets or such persons
judgments obtained in United States courts predicated upon the liability
provisions, and most particularly the civil liability provisions, of the United
States securities laws or state corporation or other law.
INVESTMENT IN FAR EAST GENERALLY
Investments by the Company will be subject to the risks incident to
the ownership and operation of a business in the Far East, including China
and Hong Kong. These include the risks of political unrest and war, which
risks are dynamic and difficult to quantify. Investments by the Company also
will be subject to risks normally associated with changes in general national
economic conditions or local market conditions, competition for patronage,
changes in market rates, and the need to periodically upgrade and replace
equipment to maintain desirability, and to pay the costs thereof. Although
many of the governments of the countries of the Far East have liberalized
policies on international trade, investment, and currency repatriation,
increasing both international trade and investment accordingly, such policies
might change unexpectedly. The Company will be effected by the rules and
regulations regarding foreign ownership of real and personal property and
such rules may change quickly and dramatically which may have an adverse
impact on such ownership. Hong Kong is in a period of transition from
control over it by Great Britain to control by China. It is uncertain what
changes may result from such transition in regard to business, foreign
property ownership, restrictions on development, taxes or other factors.
INVESTMENT IN CHINA IN PARTICULAR
Because the operations of the Company are expected to be based to a
substantial extent in China, the Company is subject to rules and restrictions
governing China's legal and economic system as well as general economic
and political conditions in that country. These include the following:
POLITICAL AND ECONOMIC MATTERS. Under its current
leadership, the government of the People's Republic of China ("PRC") has
been pursuing economic reform policies, which include the encouragement of
private economic activity and greater economic decentralization. There can
be no assurance, however, that the Chinese government will continue to
pursue such policies, or that such policies will be successful if pursued.
Changes in policies made by the Chinese government may result in new laws,
regulations, or the interpretation thereof, confiscatory taxation, restrictions
on imports, currency devaluations or the expropriation of private enterprise
which may, in turn, adversely affect the Company. Furthermore, business
operations in China can become subject to the risk of nationalization, which
could result in the total loss of investments in China. Also, economic
development may be limited by the imposition of austerity measures intended
to reduce inflation, the inadequate development of an infrastructure, and the
potential unavailability of adequate power and water, transportation,
communication networks, raw materials and parts.
LEGAL SYSTEM. The PRC's legal system is a civil law system
based on written statutes. Unlike the common law system in the United
States, decided legal cases in the PRC have little value as precedents.
Furthermore, the PRC does not have a well-developed body of laws
governing foreign investment enterprises. Definitive regulations and policies
with respect to such matters as the permissible percentage of foreign
investment and permissible rates of equity returns have not yet been
published, statements regarding these evolving policies have been conflicting,
and any such policies, as administered, are likely to be subject to broad
interpretation and modification, perhaps on a case-by-case basis. As the legal
system in the PRC develops with respect to such new forms of enterprise,
foreign investors may be adversely affected by new laws, changes in existing
laws (or interpretation thereof) and the preemption of provincial or local laws
by national laws. Some of the Company's operations in China are subject to
administrative review and approval by various national and local agencies of
the PRC government. Although management believes that the Company's
operations are currently in compliance with applicable administrative
requirements, there is no assurance that administrative approvals, when
necessary or advisable, will be forthcoming. In addition, although China has
promulgated an administrative law permitting appeal to the courts with
respect to certain administrative actions, this law appears largely untested in
the context of administrative approvals.
INFLATION/ECONOMIC POLICIES. In recent years, the Chinese
economy has experienced periods of rapid growth and high rates of inflation,
which have, from time to time, led to the adoption by the PRC government
of various corrective measures designed to regulate growth and contain
inflation. In 1995, China's overall inflation rate was estimated to be 14.8%,
compared to 21.4% in 1994 and 13.2% in 1993. High inflation has in the
past and may in the future cause the PRC government to impose controls on
prices, or to take other action which could inhibit economic activity in China,
which in turn could affect the Company's development or operations.
FOREIGN CURRENCY EXCHANGE. The Renminbi ("Rmb"), the
currency of China, is not a freely convertible currency. Both conversion of
Rmb into foreign currencies and the remittance of Rmb abroad are subject to
the PRC government approval. The Company earns the majority of its
revenues, and incurs the majority of its costs, in Rmb. Prior to January 1,
1994, Rmb that were earned within China were not freely convertible into
foreign currencies except with government permission, at rates determined at
swap centers, where the exchange rates often differed substantially from the
official rates quoted by the People's Bank of China. On January 1, 1994, the
People's Bank of China introduced a managed floating exchange rate system
based on the market supply and demand and proposed to establish a unified
foreign exchange inter-bank market among designated banks. In place of the
official rate and the swap center rate, the People's Bank of China publishes a
daily exchange rate for Rmb based on the previous day's dealings in the
inter-bank market. It is expected that swap centers will be phased out.
However, the unification of exchange rates does not imply full convertability
of Rmb into United States Dollars or other foreign currencies. Payment for
imported materials and remittance of earnings outside of China are subject to
the availability of foreign currency which is dependent on the foreign
currency denominated earnings of the entity or allocated to the Company by
the government at official exchange rates or otherwise arranged through a
swap center with government approval.
Approval for exchange at the exchange center is granted to enterprises
in China for valid reasons such as purchases of imported goods and
remittance of earnings. While conversion of Rmb into dollars or other
foreign currencies can generally be effected at the exchange center, there is
no guarantee that it can be effected at all times. There is still uncertainty
as to how foreign investment enterprises will be treated under this new system
or whether the system will be changed again in the future. In the event of
shortages of foreign currency, the Company may be unable to convert
sufficient Renminbi into foreign currency to enable it to comply with foreign
currency payment obligations it may have.
PRC REGULATION OF THE TELECOMMUNICATIONS
INDUSTRY. The Ministry of Posts and Telecommunications (the "MPT")
regulates the telecommunications industry in China. The MPT directly or
indirectly regulates entry into the telecommunications industry, scope of
permissible business, interconnection and transmission line arrangements,
technology and equipment standards, and other aspects of the Chinese
telecommunications industry. Such regulation may limit the Company's
flexibility to respond to certain development opportunities. In addition,
changes in the regulations or policies governing such regulatory framework
could have an adverse effect on the Company. The Company must obtain
certain licenses from the MPT in order to operate its business. There is no
assurance that it will be able to obtain such licenses, or if obtained, that
they will not be untimely revoked or suspended. The rates that the Company
can charge for its telecommunications services are subject to regulation by
the State Planning Commission, the MPT, and relevant Provincial Price Bureaus.
There can be no assurance that changes in the tariffs and rates currently
authorized by such regulatory agencies will not have a material adverse effect
on the Company's business and results of operations.
RISK FACTORS CONCERNING THE COMPANY
NO OPERATING HISTORY
The Company, organized on June 1, 1994, is a development stage
company, has not begun operations as of the date of this Prospectus. The
Company has no operating history and, accordingly, there is only a limited
basis upon which to evaluate its prospects for achieving its intended business
objectives. To date, the Company's efforts have been limited to
organizational activities and the preparation of the Registration Statement of
which this Prospectus is a part. The Company has limited resources and has
had no revenues to date.
Company's proposed operations are subject to all of the risks inherent
in the establishment of a new business enterprise, including the absence of an
operating history. The likelihood of the success of the Company must be
considered in light of the problems, expenses, difficulties, complications and
delays frequently encountered in connection with a new business and the
competitive environment in which the Company will operate. No assurance
can be given that the operations of the Company will result in any revenues
or that the Company will be profitable. SEE "BUSINESS."
UNSPECIFIED BUSINESS
Shareholders of the Company will not have an opportunity to evaluate
the specific merits or risks of any prospective acquisition, investment or
transaction of the Company. As a result, investors will be dependent on the
judgment of Management in connection with the selection of such actions.
There can be no assurance that determinations ultimately made by
Management will permit the Company to achieve its business objectives.
DEPENDENCE UPON MANAGEMENT
The ability of the Company to successfully effect its business
objectives and to acquire and develop real estate properties will be largely
dependent upon the efforts of its Management including Ms. Ming Zhang and
Liancheng Ji. All decisions with respect to the management of the Company
and development of telecommunication systems or investments in existing
telecommunication systems will be made exclusively by Management.
Shareholders will not have the opportunity to evaluate transactions in which
the Company will participate and must rely on the ability of Management
with respect to such activities. SEE "MANAGEMENT". The Company has
not entered into employment agreements or other understandings with key
executives or obtained any "key man" life insurance on their lives. The loss
of the services of such key executives could have a material adverse effect on
the Company's ability to successfully achieve its business objectives.
Management will devote such time as reasonably necessary to carry out the
business and affairs of the Company.
CONTROL BY SELLING SECURITYHOLDERS
Management does not currently own any securities of the Company
and will not own any of the securities of the Company following the offering.
The current Selling Securityholders own 100% of the outstanding shares of
the Company 10% of which shares are being offered for sale by the holders
thereof. SEE "DESCRIPTION OF SECURITIES".
LIMITED TELECOMMUNICATIONS INDUSTRY EXPERIENCE
The Company's Management has limited experience in owning,
constructing, developing or managing telecommunications and Internet
systems although the sole director of the Company has both education and
experience in such areas and has worked in the telecommunications field in
the Far East for over 30 years. Although the Company plans to hire
consultants, and professional operating services, there can be no assurance
that these outside services will enable the Company to exercise the
professional level of management appropriate to its proposed operations.
SEE "BUSINESS" and "MANAGEMENT."
USE OF CONSULTANTS, FINDERS AND ADVISORS
The Company may engage professional firms specializing in locating
telecommunication and Internet investment prospects and developing
telecommunication and Internet operations. Compensation to a professional
firm may take various forms, including fixed cash payments, payments based
on a percentage of revenues or product sales volume, payments involving
issuance of equity securities or any combination of these or other
compensation arrangements. In connection with its investigation of a
prospect and in order to supplement the business experience of Management,
the Company may employ accountants, technical experts, appraisers,
attorneys, or other consultants or advisors. Furthermore, it is anticipated
that such persons may be engaged by the Company on an independent basis
without a continuing fiduciary or other obligation to the Company. The
Company will not employ any of its officers or directors as consultants or
advisors. As of the date of this Prospectus, the Company has not entered
into any agreements with any professional firms.
NEED FOR ADDITIONAL FINANCING
The development of telecommunications and Internet systems and
networks or the acquisition of an existing systems is directly related to the
amount of capital available to the Company for such purposes. The amount
of proceeds offered herein may not be sufficient to meet the Company's
anticipated goals in the development or acquisition of a telecommunication or
Internet network and the Company may seek additional sources of capital,
including an additional offering of its securities. There can be no assurance
that financing will be available, from any source, or that it will be available
on acceptable terms to the Company, or that any future offering of securities
will be successful. The Company could suffer adverse consequences if it is
unable to obtain additional capital when needed. SEE "BUSINESS."
COMPETITION
The Company will be a relatively small participant in the
telecommunications industry and it will face competition from well financed
entities already established and actively engaged in related or identical
projects to those in which the Company plans to participate. Many of such
entities have significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently, the Company
may be at a competitive disadvantage. SEE "DESCRIPTION OF BUSINESS
- - Competition."
ISSUANCE OF FUTURE SHARES
The Certificate of Incorporation of the Company authorizes the
issuance of a maximum of 100,000,000 shares of Common Stock, $.0001 par
value and 20,000,000 shares of non-designated preferred stock. As of the
date hereof there are 90,100,000 shares of Common Stock outstanding and no
shares of preferred stock outstanding. The future issuance of all or part of
the remaining authorized Common Stock may result in substantial dilution in
the percentage of the Company's Common Stock held by the Company's then
existing shareholders. Moreover, any Common Stock issued in the future
may be valued on an arbitrary basis by the Company. The issuance of
Company's shares for future acquisitions may have the effect of diluting the
value of shares held by investors, and might have an adverse effect on any
trading market, should a trading market develop for the Company's shares.
LACK OF DIVIDENDS
Should the proposed operations of the Company be profitable, it is
likely that the Company would retain much or all of its earnings in order to
finance future growth and expansion. The Company has not and does not
presently intend to pay dividends and dividends are unlikely to be paid in the
foreseeable future.
FACTORS BEYOND THE COMPANY'S CONTROL
Numerous conditions beyond the Company's control may substantially
affect its success. Such conditions include, but are not limited to,
fluctuations in operating revenues, weather conditions, equipment shortages,
political unrest, as well as competition from other businesses.
RISK FACTORS CONCERNING THE OFFERING
ABSENCE OF TRADING MARKET
There is currently no established public trading market for the Shares.
The Company intends to apply for admission to quotation of the Shares on
the NASD OTC Bulletin Board and, when qualified it intends to apply for
admission to quotation on the Nasdaq SmallCap Market. SEE
"DESCRIPTION OF SECURITIES". The Company has no business
operations, investments or revenues, and there can be no assurance that such
a listing can be obtained or will be obtained once operations and revenues
have begun. There can be no assurance that a regular trading market for the
Common stock will develop or that, if developed, it will be sustained.
Various factors, such as the Company's operating results, services by
competitors, ability to acquire and develop properties, changes in laws, rules
or regulations may have a significant impact on the market price of the
securities. Further, the market price for the securities of public companies
often experience wide fluctuations which are not necessarily related to the
operating performance of such public companies.
DISCRETION IN APPLICATION OF PROCEEDS
Management of the Company has considerable discretion over the use
and expenditure of the proceeds from the sale of the Company Shares offered
herein. The Company intends to use the funds raised in this offering and
additional capital (if such can be obtained, of which there is no assurance) for
development of markets and the creation of telecommunications and Internet
networks, marketing, working capital and other matters. SEE "USE OF
PROCEEDS". To the extent that the Company finds changes are necessary
or appropriate in order to address changed circumstances and/or
opportunities, Management may find it necessary to adjust the use of the
Company's capital, including the proceeds of this offering. As a result of the
foregoing, the success of the Company may be substantially dependent upon
the discretion and judgment of the Management of the Company with respect
to the application and allocation of the net proceeds hereof.
LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS
AND DIRECTORS
The Certificate of Incorporation and By-Laws of the Company provide
that the Company shall indemnify its officers and directors against losses
sustained or liabilities incurred which arise from any transaction in such
officer's or director's respective managerial capacity unless such officer or
director violates a duty of loyalty, did not act in good faith, engaged in
intentional misconduct or knowingly violated the law, approved an improper
dividend, or derived an improper benefit from the transaction. The
Company's Certificate of Incorporation and By-Laws also provide for the
indemnification by it of its officers and directors against any losses or
liabilities incurred as a result of the manner in which such officers and
directors operate the Company's business or conduct its internal affairs,
provided that in connection with these activities they act in good faith and in
a manner which they reasonably believe to be in, or not opposed to, the best
interests of the Company, and their conduct does not constitute gross
negligence, misconduct or breach of fiduciary obligations. SEE
"MANAGEMENT--Indemnification".
PENNY STOCK REGULATION
Penny stocks generally are equity securities with a price of less than
$5.00 per share other than securities registered on certain national securities
exchanges or quoted on the Nasdaq Stock Market, provided that current price
and volume information with respect to transactions in such securities is
provided by the exchange or system. The Company's securities may be
subject to "penny stock" rules that impose additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally those with assets in
excess of $1,000,000 or annual income exceeding $200,000 or $300,000
together with their spouse). For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchase
of such securities and have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any transaction involving
a penny stock, unless exempt, the rules require the delivery, prior to the
transaction, of a disclosure schedule prescribed by the Commission relating to
the penny stock market. The broker-dealer also must disclose the
commissions payable to both the broker-dealer and the registered
representative and current quotations for the securities. Finally, monthly
statements must be sent disclosing recent price information on the limited
market in penny stocks. Consequently, the "penny stock" rules may restrict
the ability of broker-dealers to sell the Company's securities.
SHARES AVAILABLE FOR RESALE PURSUANT TO RULE 144
No shares of stock of the Company were issued prior to August 1,
1997. All the issued and outstanding shares of the Company, to the extent
not sold or transferred pursuant to this offering, are "restricted securities"
as such term is defined in Rule 144 ("Rule 144") promulgated under the
Securities Act of 1933 (the "1933 Act"). In general, under Rule 144, if
adequate public information is available with respect to a company, a person
who has satisfied a one year holding period as to his restricted securities or
an affiliate who holds unrestricted securities may sell, within any three month
period, a number of that company's shares that does not exceed the greater of
one percent of the then outstanding shares of the class of securities being sold
or the average weekly trading volume during the four calendar weeks prior to
such sale. Sales of restricted securities by a person who is not an affiliate
of the company (as defined in the 1933 Act) and who has satisfied a two year
holding period may be made without any volume limitation. Possible or
actual sales of the Company's outstanding Common Stock by all or some of
the present stockholders may have an adverse effect on the market price of
the Company's Shares should a public trading market develop.
SHARES ELIGIBLE FOR SALE PURSUANT TO RULE 415
A Selling Securityholder may offer and sell the Selling Securityholder
Shares at a price and time determined by the particular Selling
Securityholder. The timing of such sales and the price at which the Selling
Securityholder Shares are sold by the individual Selling Securityholder could
have an adverse effect upon the public market for the Shares, should one
develop.
CERTAIN TAX CONSIDERATIONS
The Company will be subjected to taxes imposed on it in the
jurisdiction in which it operates. Further, its income is subject to United
States federal and state income taxes when distributed, deemed distributed or
otherwise attributed to, the Company, which is a United States corporation.
Complex tax rules apply for purposes of determining the calculation of those
United States taxes, the availability of a credit for foreign taxes imposed and
the timing of the imposition of United States tax. Normally all foreign
income earned by a United States multinational corporation eventually will be
subject to United States tax. In order to relieve double taxation, the United
States federal tax law generally allows United States corporations a credit
against their United States tax ability in the year the foreign earnings become
subject to United States tax in the amount of the foreign taxes paid on those
earnings. The credit is limited under complex limitation rules. Further,
complex rules exist for allocating and apportioning interest, research and
development expenses and certain other expense deductions between the
United States and foreign sources. These rules can prevent United States
multinational companies from crediting all of the foreign taxes they pay
against their United States taxes. To the extent such credits are not allowed,
foreign source income bears a tax burden higher than the United States tax
rate.
BUSINESS
GENERAL
The Company intends to engage in the development, operation,
acquisition and possible sale of telecommunications and Internet services to
offer a broad range of local and regional, international, and enhanced
telecommunication and Internet services including but not limited to cellular
and fixed line telephone service to individuals, business and residential
customers. The Company will concentrate its services in the United States
and the Far East, including China. The Company may locate an existing
telecommunications or Internet system, or several such systems, which it may
acquire as part of the development of its operating network. The Company
intends to offer local and international calling services, as well as customized
telecommunications and Internet services to its clients.
Since inception, the principal activity of the Company has been
directed to organizational efforts. As of the date hereof, the Company has
not entered into any other business activity. Company start-up costs have
been provided by the initial sale of certain securities of the Company and by
loan from one or more of its current shareholders. No other initial financing
has been obtained. There is no agreement or understanding pursuant to
which the current shareholders will continue to make such loans or purchase
stock.
The Company expects that it will have to raise funds in the next
twelve months to develop a telecommunications and Internet system.
Management may use various methods to raise such funds including through
debt obligations such as mortgages at competitive market rates, debentures,
and/or investors' equity. The Company has not set a time frame within
which its financing goals must be met, other than seeking to make the
arrangements for financing at the earliest possible time. If financing is
arranged, repayment of debt and debenture obligations will be made from
earnings from operations or sales of the telecommunications and Internet
systems and/or equity interest in the Company.
BUSINESS PLAN
At present, the Company intends to establish and develop, either
through construction and development or acquisition, one or more
telecommunications and/or Internet networks consisting of fixed and/or
cellular line services to be selected in specific target areas in the United
States or the Far East, including China. The Company is initially seeking an
acquisition target within the United States from which to its establish its
operations and services and expand its growth to the Far East, particularly
China.
The Company intends to establish a network communication system
for its business and residential subscribers to provide intraconnection between
cellular and fixed line services and to provide subscribers with capability to
make domestic and international long distance calls. The Company intends to
establish and develop a nationwide Internet system in China and anticipates
that its network systems will interconnect with the MPT Systems which will
allow the Company's subscribers to communicate with fixed line and cellular
users of other networks and to make and receive domestic and international
long distance calls.
The Company will work with the MPT and its agents to establish an
interconnection arrangement to allow the Company to utilize the existing
MPT network equipment and connections. Fees charged for such usage will
be passed to the customer as part of the utilization tariff. The Company
intends to utilize current computer systems to provide network operation
management, customer service and marketing. The Company intends to
construct its own transceiver station sites or to lease such sites from the MPT
or third-party owners or acquire receiving stations already existing.
The Company began payment of salaries to its officers and employees
on September 1, 1997. The Company has one officer who receives a salary
of $3,500 per month but has agreed to defer payment of such if requested by
the Company in order to minimize cash requirements. The Company
anticipates that incidental expenses of operations will be provided by loans to
the Company or purchases of stock from the Company by one or more
current shareholders. There is no binding agreement pursuant to which the
current shareholders must make such loans or purchase stock.
The Company intends to focus on controlling costs and providing
efficient operations through the use of advanced management information
systems and by retaining and attracting highly-qualified personnel. The
Company intends to focus on marketing its telecommunications system in its
selected target areas. The Company intends to offer subscribers certain value
added services such as call forwarding, call waiting, conference calling,
facsimile transmission services, and modem access to the Internet and World
Wide Web. The Company will develop its value added services package as it
identifies its target market and the demographics therein.
The Company's principal business objective is to provide
telecommunications systems, including cellular, fixed line and Internet
services, to residential and businesses customers in countries in the United
States and Far East, including China. The Company intends to reach its
objectives through the development of its telecommunication network and/or
by the acquisition of existing telecommunication networks, or both.
TELECOMMUNICATIONS IN GENERAL
The global market for telecommunications services is undergoing
significant deregulation and reform. The industry is being shaped by the (i)
deregulation and privatization of telecommunication markets worldwide; (ii)
diversification of services through technological innovation; and (ii)
globalization of major carriers. It is anticipated that the industry generally
will experience considerable growth in terms of traffic volume and revenue
and development of new markets. According to the International
Telecommunication Union ("ITU"), a worldwide telecommunications
organization under the auspices of the United Nations, the international
telecommunications industry accounted for $52.8 billion in revenues and 60.3
billion minutes of use in 1995. The ITU projects that international
telecommunications revenues will approach $76 billion by the year 2000 with
the volume of traffic expanding to 107.0 billion minutes of use.
TELECOMMUNICATIONS INDUSTRY IN CHINA
According to the PRC Ministry of Posts and Telecommunications (the
"MPT"), with a population of 1,198,000,000 in 1994 China had 27,300,000
fixed line telephone subscribers (2.17% penetration) and 1,570,000 cellular
subscribers (.13% penetration). By 1996 with a population of 1,226,000,000
(2.28% growth) the telecommunications usage doubled to 54,950,000 fixed
line telephone subscribers (4.49% penetration) and 6,950,000 cellular
subscribers (.57% penetration). As the Chinese economy shifts from a
centrally planned economy to a more market-oriented economy, the
telecommunications industry has become one of the fastest developing
industries in China. Although the Chinese telecommunications network has
become one of the largest in the world in terms of number of subscribers, the
penetration rates remain relatively low indicating significant potential for
further rapid growth. The Company believes that the market will be driven
by the demand for telecommunication services from the increase of world-
competitive businesses and industries and from individual personal use.
THE MINISTRY OF POSTS AND TELECOMMUNICATIONS AND
GOVERNMENT REGULATION
The PRC has developed its Ninth Five-Year Plan in which
development of the telecommunications industry in China will continue to be
a high prior for the government. The Five-Year Plan's goal is to double, by
the year 2000, China's telecommunications capacity and business volume
from that of 1995. The MPT System has primary responsibility for
implementing the plan in regard to the telecommunications industry. The
MPT System has historically regulated all public telecommunications services
in China. The MPT directly or indirectly regulates entry into the
telecommunications industry, scope of permissible business, interconnection
and transmission line arrangements, technology and equipment standards, and
other aspects of the Chinese telecommunications industry. The Company
believes that such emphasis on growth of the telecommunications industry,
coupled with Management's familiarity with working with the MPT, will
facilitate the obtaining of support for development of the Company's
operations from the MPT.
EVALUATION OF BUSINESS OPPORTUNITIES
The analysis of business opportunities will be undertaken by or under
the supervision of Management of the Company. The Company intends to
actively seek out potential viable markets and existing telecommunications
systems by various methods, including knowledge of its officers, directors
and advisors, and business brokers, financial advisors and others.
In analyzing prospective business opportunities, potential for market
penetration or target acquisition, Management will, with the help of
consultants, consider such matters as the available technical, financial and
managerial resources; local market competition and market penetration;
working capital and other financial requirements; history of operation, if any;
prospects for the future; nature of present and expected competition; the
quality and experience of management services which may be available and
the depth of that management; the potential for further research,
development; specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the Company; the potential for
growth or expansion; the potential for profit; the perceived public recognition
or acceptance of the Company's services; availability of regulatory approval;
and other relevant factors. These factors are merely illustrative of the types
of factors that Management may consider in evaluating its business plan and
opportunities.
DEVELOPMENT OF BUSINESS PLAN
In developing its business plan, such as acquiring equipment,
establishing required telecommunications connections to existing lines,
developing and retaining a market, or acquiring on existing
telecommunications system, it is possible that part of the consideration given
by the Company to acquire such equipment and/or utilize the services of
professionals (such as advertisers) will consist of the Company's Common
Stock, although the Company may also use cash and/or debt. If the
Company were to issue substantial additional securities for acquisitions, such
issuance may dilute the value of Shares, and might have an adverse effect on
any trading market that may develop in the Company's securities in the
future. If the Company were to incur indebtedness that substantially changed
the capital structure of the Company, the Company's shareholders would
most likely be exposed to a greater risk of loss of their investment in the
Company.
Securities issued in any such transaction are likely to rely on
exemptions from registration under applicable federal and state securities
laws. In some circumstances, however, as a negotiated element of such a
transaction, the Company may agree to register the securities either at the
time the transaction is consummated or at specified times thereafter. The
issuance of substantial additional securities and their potential sale into any
trading market which may develop in the Common Stock may have a
depressive effect on such market.
The Company may become a party to a merger, consolidation,
reorganization, joint venture or licensing agreement with another corporation
or entity. It may also purchase stock or assets of an existing
telecommunications system or extend loans, which may or may not be
secured. The manner in which the Company would participate in such
transaction would depend on the nature of such the transaction, the viability
of the existing telecommunications system, the respective needs and desires
of the Company and other parties, the management of the existing
telecommunication system and the relative negotiating strength of the
Company and such other management.
The Company may be required to either seek additional debt or equity
financing or obtain funding from third parties in order to meet its business
operation objectives. There is no assurance that the Company will be able to
obtain additional financing or to interest third parties in providing funding
for the further construction, development, or marketing of its operations.
BUSINESS ENVIRONMENT FOR OPERATIONS
The Far East, including Hong Kong and China, has an increasingly
vigorous economy. Foreign investment in the Far East has grown
considerably in the last 10 years. China has allowed the establishment of
foreign private enterprise and has encouraged development of China as a
manufacturing and business center. However, China remains a Communist
country with tight governmental controls. There can be no assurance of the
government's continued encouragement or permission of private investment
in China. Nor can there be any assurance as to continued ownership of
businesses by foreign entities in China.
COMPETITION
Although the market penetration of telecommunications services in China
is small, the Company anticipates that many firms will begin entering the
Chinese telecommunications market. The Company will be a relatively small
participant among many established companies that have substantially greater
financial and personnel resources and technical expertise than the Company.
In view of the Company's limited financial resources and limited
Management experience, the Company may be at a competitive disadvantage
compared to the Company's competitors. On the other hand, Management
believes that the close familiarity of certain of its officers and directors
with business and economic conditions in China and other areas in the Far East
and elsewhere, and knowledge of the Chinese language, as well as the
familiarity of certain of its officers and directors with the United States, the
English language and, generally, the American and international business
communities, will be useful in meeting such competition.
THE OFFERING
The Company is offering 450,000 Shares for sale at a per Share price
of $20.
The Selling Securityholders are offering 9,010,000 Shares for sale on
a continuous or delayed basis pursuant to Rule 415 under the 1933 Act. See
"RISK FACTORS - Shares Available for Sale Pursuant to Rule 415" and
"RISK FACTORS - Shares Available for Resale Pursuant to Rule 144."
The offering price of the Shares was determined arbitrarily by the
Company and is not necessarily related to asset or book value, net worth or
any other established criteria of value. There is no current public trading
market for the Shares.
The amount of discounts or commissions, if any, which may be paid
by the Selling Securityholders on the sale of their securities registered herein
is not now known.
The Company is applying for admission to the NASD OTC Bulletin
Board for the Shares; however, there can be no assurance that the Shares will
be so listed. See "RISK FACTORS - Absence of Trading Market" and
"DESCRIPTION OF SECURITIES - Admission to Quotation on the Nasdaq
SmallCap Market or Bulletin Board"
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Company is a development stage company, the objective of which
is to develop a telecommunications and Internet system or systems to an as-
yet unspecified market in the Far East, primarily China. To date, the
Company's efforts have been limited to organizational activities.
The Company has issued 90,100,000 shares of Common Stock.
Substantially all of the Company's working capital needs subsequent to this
offering will be attributable to the development, marketing, or acquiring
telecommunication networks. The Company will use the Shares registered
herein to offer for sale or to use to purchase equipment and other materials
or to invest in existing systems. The Company may also incur debt in the
development of such telecommunication systems.
MANAGEMENT
OFFICERS AND DIRECTORS
The officers and directors of the Company are as follows:
Name Title
Ming Zhang President, Secretary
Liancheng Ji Director
All directors of the Company hold office until the next annual meeting
of shareholders or until their successors are elected and qualified. The
By-laws permit the Board of Directors to fill any vacancy and such director
may serve until the next annual meeting of shareholders or until a successor
is elected and qualified.
The principal occupation and business experience for each officer and
director of the Company for at least the last five years are as follows:
MING ZHANG, 26, serves as President, Secretary and a Director of
the Company. Ms. Zhang, a resident of Los Angeles, was born in Hunan,
China and is fluent in Chinese and English. Ms. Zhang is a Certified Public
Accountant candidate and received her Bachelor of Science in Accounting
from the University of Kentucky in December, 1994. From 1995-1997 was
employed by America Catch, Inc., Los Angeles, California, a wholly-owned
subsidiary of Beijing Catch Telecommunication Group, as the Assistant to the
President. America Catch's primary business is to seek investment
opportunities in the United States and to expand its Beijing business and
operations in the United States.
LIANCHENG JI, 58, serves as a Director of the Company. Mr. Ji is
a citizen of China and resides in Beijing, China. Since 1995, Mr. Ji has
been the Senior Engineer and Vice President of Hebei United
Telecommunications, Inc. ("Hebei Unicom"), Hebei Province, China which
specializes in telecommunication projects in Beijing and Hebei Province.
Hebei Unicom is the Hebei branch of China Unicom, the second largest
telecommunications provider in China. From 1994-1995 Mr. Ji was the
president of Beijing United Telecommunications, Inc., the Beijing branch of
China Unicom, which specialized in telecommunication projects in Beijing.
From 1990-1994, Mr. Ji was the Vice President of Beijing Catch
Telecommunication Group which is the third largest telecommunication
service provider in China. From 1967 to 1989, Mr. Ji was the Senior
Engineer and Senior Operating Officer of China Institute of Electronic
System Engineering. Mr. Ji received his Bachelor of Science degree in
Telecommunication Engineering from China Northwestern Electronic
Engineering University.
REMUNERATION
The Company commenced paying compensation to its officer on
September 1, 1997 at the rate of $3,500 per month. Directors and officers of
the Company may receive compensation as determined by the Company from
time to time by vote of the Board of Directors. Such compensation might be
in the form of stock options. The Company anticipates that when operations
are commenced and revenues are received it will pay salaries to its officers,
as may be determined by the Board of Directors. Directors may be
reimbursed by the Company for expenses incurred in attending meetings of
the Board of Directors.
PAYMENT OF FEES TO OFFICERS, DIRECTORS, ADVISORS AND
AFFILIATES
Under certain circumstances, the Company may pay fees to
individuals or entities who are officers, directors, advisors or affiliates of
the Company. In the event, however, that an unsalaried affiliate arranged
financing, or identified a subsequently acquired telecommunications system or
available equipment leasing or otherwise in an arms length transaction that
ordinarily would generate a "finders" fee, such a fee, calculated in a
reasonable and customary manner, might be paid. In general, an "affiliate",
as defined under federal securities law, is any person directly or indirectly
controlling, controlled by, or under common control with, such other person,
including any officer, director, partner or employee of such other person.
No such payments have been made to date by the Company to any of
its officers or directors. Officers and directors may receive compensation as
determined by the Company from time to time by vote of the Board of
Directors. All directors may be reimbursed for expenses incurred in
attending meetings of the Board of Directors.
TIME DEVOTED TO COMPANY OPERATIONS
Ms. Zhang, President of the Company, anticipates devoting most of her
working time to the affairs of the Company. Mr. Ji, a Director of the
Company, anticipates devoting substantial time to the affairs of the Company.
EMPLOYMENT AGREEMENTS
The Company has not entered into employment agreements with any
of its officers or employees. All key employees serve in their positions until
further action of the President of the Company or the Board of Directors.
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS
The Articles and Bylaws of the Company provide that the Company
shall, to the fullest extent permitted by applicable law, as amended from time
to time, indemnify all directors of the Company, as well as any officers or
employees of the Company to whom the Company has agreed to grant
indemnification.
Section 145 of the Delaware General Corporation Law ("DGCL")
empowers a corporation to indemnify its directors and officers and to
purchase insurance with respect to liability arising out of their capacity or
status as directors and officers provided that this provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) arising under Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit.
The Delaware General Corporation Law provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any
other rights to which the directors and officers may be entitled under the
corporation's by-laws, any agreement, vote of shareholders or otherwise.
The effect of the foregoing is to require the Company to indemnify
the officers and directors of the Company for any claim arising against such
persons in their official capacities if such person acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED
TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE
COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE
OPINION OF THE SECURITIES AND EXCHANGE COMMISSION
THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS
EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of the Effective
Date of this Prospectus regarding the beneficial ownership of the Company's
Common Stock by each officer and director of the Company and by each
person who owns in excess of five percent of the Company's Common Stock.
<TABLE>
<CAPTION>
Name, Position Shares of Percentage
Address Common Stock Of Class
Beneficially Owned
<S> <C> <C>
Finhorn Enterprises Limited (2) 55,100,000 61.15%
c/o East Asia Corporate Services Limited
Columbus Centre Building
Wickhams Cay
PO Box 901
Road Town, Tortola, B.V.I.
Serenadia Investment Limited (2) 20,000,000 22.20%
2555 Huntington Drive, Suite 249
Superior Gain Enterprises Limited
1108 West Valley Boulevard
Suite 438
Alhambra, California 91803-2477
Ming Zhang 0
3701 Glendon Avenue
Los Angeles, California 90034
Liancheng Ji 0
Building #2
Shizipuo Dongli
Dongcheng District
Beijing, China
All Officers, Directors 0
and Shareholders as a Group
(2 Persons)
</TABLE>
_________________
(1) Includes warrants, options or other rights to purchase common stock
exercisable within 60 days hereof.
(2) A British Virgin Islands corporation.
SALES BY SELLING SECURITYHOLDERS
The Registration Statement of which this Prospectus is a part also
relates to the offer and sale of up to 9,010,000 Selling Securityholders'
Shares being offered and sold by the Selling Securityholders. All of such
securities are expected to become tradeable on or about the date of this
Prospectus.
Sales of the securities being offered by Selling Securityholders, or
even the potential of such sales, would likely have an adverse effect on the
market price of the Shares being offered for sale by the Company. The
freely tradeable Shares of the Common Stock (the "public float") upon
effectiveness of the Registration Statement of which this Prospectus is a part
and upon consummation of the transactions contemplated herein will be
90,550,000 shares of Common Stock, of which 9,010,000 are to be sold by
the Selling Securityholders.
SELLING SECURITYHOLDERS
The following table sets forth the beneficial ownership of the
securities of the Company held by each person who is a Selling
Securityholder and by all Selling Securityholders as a group.
<TABLE>
<CAPTION>
Percent of Common Stock
Common Stock Owned Owned
Name and Address Prior to After Prior to After
of Beneficial Owner Offering Offering Offering(1) Offering
<S> <C> <C> <C> <C>
Finhorn Enterprises Limited 55,100,000 49,590,000 61.15% 54.8%
c/o East Asia Corporate
Services Limited
Columbus Centre Building
Wickhams Cay
PO Box 901
Road Town, Tortola, B.V.I.
Serenadia Investment Ltd 20,000,000 18,000,000 20.20% 5.0%
2555 Huntington Drive
Superior Gain Enterprises Limited
1108 West Valley Boulevard
Suite 438
Alhambra, California 91803-2477
Gain Best International Ltd 4,500,000 4,050,000 4.9% 4.5%
1 Dakengyan, Haidian District
Beijing, China
Global Bridge Profits Ltd 4,000,000 3,600,000 4.4% 4.0%
c/o Trident Trust Company Limited
P.O. Box 146, Road Town
Tortola, B.V.I
Superior Gain Enterprises Ltd 3,500,000 3,150,000 3.9% 3.5%
1108 West Valley Boulevard
Suite 438
Alhambra, California 91803-2477
Crowned Eagle Worldwide 3,000,000 2,700,000 3.3% 3.0%
2168 Atlantic Boulevard
Suite 125
Monterey Park, California 91754
</TABLE>
(1) Based upon 90,100,000 shares of Common Stock outstanding prior to
offering.
(2) Assumes sale of all Shares offered herein including Company
Shares and Selling Securityholders' Shares resulting in
90,550,000 number of shares of Common Stock outstanding.
The Company is bearing all expenses in connection with the
registration of the Selling Securityholders' Shares offered by this Prospectus.
The Shares owned by the Selling Securityholders are being
registered pursuant to Rule 415 of the General Rules and Regulations of the
Securities and Exchange Commission, which Rule pertains to delayed and
continuous offerings and sales of securities. In regard to the Selling
Securityholders' Shares offered under Rule 415, the Company has given certain
undertakings in Part II of the Registration Statement of which this Prospectus
is a part which, in general, commit the Company to keep this Prospectus current
during any period in which offers or sales are made pursuant to Rule 415.
DESCRIPTION OF SECURITIES
AUTHORIZED CAPITAL
The total number of authorized shares of stock of the Company is
one hundred million (100,000,000) shares of Common Stock having a par value
of $.0001 per share and twenty million (20,000,000) shares of non-designated
preferred shares.
INCORPORATION
The Company was incorporated in the state of Delaware on June 1,
1994 under the name TPG Management Corporation. The Company's
certificate of incorporation, by-laws and corporate governance, including
matters involving the issuance, redemption and conversion of securities, are
subject to the provisions of the Delaware General Corporation Law, as
amended and interpreted from time to time.
COMMON STOCK
The Company's Articles of Incorporation authorize the issuance of
100,000,000 shares of Common Stock, $.0001 value per share, of which
90,100,000 shares were outstanding prior to the commencement of the
offering of its securities.
Holders of shares of Common Stock are entitled to one vote for
each share on all matters to be voted on by the stockholders. Holders of Common
Stock do not have cumulative voting rights. Holders of Common Stock are
entitled to share ratably in dividends, if any, as may be declared from time to
time by the Board of Directors in its discretion from funds legally available
therefor. In the event of a liquidation, dissolution or winding up of the
Company, the holders of Common Stock are entitled to share pro rata all
assets remaining after payment in full of all liabilities. All of the
outstanding shares of Common Stock are, and the shares of Common Stock
offered by the Company pursuant to this offering will be, when issued and
delivered, fully paid and non-assessable.
Holders of Common Stock have no preemptive rights to purchase the
Company's Common Stock. There are no conversion or redemption rights or
sinking fund provisions with respect to the Common Stock.
All outstanding shares of Common Stock are validly issued, fully
paid and nonassessable, and all Shares to be sold and issued as contemplated
hereby will be fully paid and nonassessable when sold in accordance with the
terms hereof and pursuant to a valid and current prospectus. The Board of
Directors is authorized to issue additional shares, on such terms and
conditions and for such consideration as the Board may deem appropriate
without further stockholder action.
PREFERRED STOCK
The Company's Articles of Incorporation authorize the issuance of
20,000,000 shares of Preferred Stock, $.0001 par value per share, of which
no shares were issued prior to the offer of the Shares herein. The Board of
Directors is authorized to provide for the issuance of shares of Preferred
Stock in series and, by filing a certificate pursuant to the applicable law of
the State of Delaware, to establish from time to time the number of shares to
be included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations or restrictions thereof without any further vote or action by the
shareholders. Any shares of Preferred Stock so issued would have priority
over the Common Stock with respect to dividend or liquidation rights. Any
future issuance of Preferred Stock may have the effect of delaying, deferring
or preventing a change in control of the Company without further action by
the shareholders and may adversely affect the voting and other rights of the
holders of Common Stock. At present, the Company has no plans to issue
any Preferred Stock nor adopt any series, preferences or other classification
of Preferred Stock.
ADDITIONAL INFORMATION DESCRIBING STOCK
The above descriptions concerning the Common Stock of the
Company do not purport to be complete. Reference is made to the
Company's Certificate of Incorporation and By-Laws which are included in
the Registration Statement of which this Prospectus is a part and which are
available for inspection at the Company's offices. Reference is also made to
the applicable statutes of the State of Delaware for a more complete
description concerning rights and liabilities of shareholders.
ADMISSION TO QUOTATION TO NASDAQ SMALLCAP MARKET
To qualify for admission to quotation on the Nasdaq SmallCap
Market, an equity security must, in relevant summary, (1) be registered
under the Securities Exchange Act of 1934; (2) have at least three registered
and active market makers, one of which may be a market maker entering a
stabilizing bid; (3) for initial inclusion, be issued by a company with
$4,000,000 in net tangible assets, or $50,000,0000 in market capitalization,
or $750,000 in net income in two of the last three years (if operating history
is less than one year than market capitalization must be at least $50,000,000);
(4) have at a public float of at least 1,000,000 shares with a value of at least
$5,000,000; (5) have minimum a bid price of $4.00 per share; and (6) have
at least 300 beneficial shareholders.
If a company's securities do not qualify for admission to
quotation on the Nasdaq SmallCap Market they will trade over-the-counter until
such future time, if any, at which the securities qualify for admission to
quotation on the Nasdaq Stock Market and the Company then applies.
The Company is applying for listing of the Shares on the NASD OTC
Bulletin Board. The over-the-counter market differs from national and
regional stock exchanges in that it (1) is not cited in a single location but
operates through communication of bids, offers and confirmations between
broker-dealers and (2) securities admitted to quotation are offered by one or
more broker-dealers rather than the "specialist" common to stock exchanges.
To qualify for listing on the NASD OTC Bulletin Board, an equity security
must have one registered broker-dealer, known as the market maker, willing
to list bid or sale quotations and to sponsor such a Company listing.
TRADING OF SHARES
There are no outstanding options, warrants to purchase, or
securities convertible into, the shares of the Company. The Company has not
agreed with any shareholders, to register their shares for sale, other than
for this registration. The Company does not have any other public offerings
in process or proposed.
TRANSFER AGENT AND REGISTRAR
The transfer agent for the Company's securities will be selected
by the Company.
REPORTS TO SHAREHOLDERS
The Company will furnish to holders of the Shares annual reports
containing audited financial statements examined and reported upon, and
with an opinion expressed by, an independent certified public accountant.
The Company may issue other unaudited interim reports to its shareholders as
it deems appropriate.
PLAN OF DISTRIBUTION
The Company is offering 450,000 Company Shares at an offering
price of $20 per Company Share. The Company may, without liability,
accept or reject subscriptions, in whole or in part.
The Company Shares are being offered on a "best efforts" basis
through the Company's officers and directors. No sales commission will be
paid to any officer or director of the Company. The Company will
reimburse its officers and directors for expenses incurred in connection with
the offer and sale of the Company Shares.
The securities offered hereby involve certain investment risks.
See "CERTAIN RISK FACTORS".
The Company will receive the proceeds from the sale of the Shares.
The Company will not receive any proceeds from the sale of the Selling
Securityholders' Shares by the Selling Securityholders pursuant to this
Prospectus. The Selling Securityholders' Shares may be sold to purchasers
from time to time directly by and subject to the discretion of the Selling
Securityholders. In the event that the Selling Securityholders offer their
securities for sale, the Selling Securityholders may from time to time offer
for sale their Selling Securityholder Shares through underwriters, dealers or
agents, who may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Securityholders and/or the
purchasers of the Shares for whom they may act as agents. Any
underwriters, dealers or agents who participate in the distribution of the
Selling Securityholders' Shares may be deemed to be "underwriters" under
the 1933 Act and any discounts, commissions or concessions received by any
such underwriters, dealers or agents may be deemed to be underwriting
discounts and commissions under the 1933 Act.
At the time a particular offer is made by or on the behalf of the
Selling Securityholders, a Prospectus, including any necessary supplement
thereto, will be distributed which will set forth the number of Shares being
offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any underwriter
for Shares purchased from the Selling Securityholders, any discounts,
commissions and other items constituting compensation from the Selling
Securityholders, any discounts, commissions or concessions allowed,
reallowed or paid to dealers, and the proposed selling price to the public.
Selling Securityholders' Shares may be sold from time to time in one
or more transactions: (i) at an offering price that is fixed or that may vary
from transaction to transaction depending upon the time of sale or (ii) at
prices otherwise negotiated at the time of sale. Such prices will be
determined by the Selling Securityholders or by agreement between the
Selling Securityholders and any underwriters.
In order to comply with the applicable securities laws, if any, of
certain states, the Shares will be offered or sold in such states through
registered or licensed brokers or dealers in those states. In addition, in
certain states, the Selling Securityholders' Shares may not be offered or sold
unless they have been registered or qualified for sale in such states or an
exemption from such registration or qualification requirement is available and
with which the Company has complied.
Under applicable rules and regulations promulgated under the
Exchange Act, any person engaged in a distribution of securities may not
simultaneously bid for or purchase securities of the same class for a period of
two business days prior to the commencement of such distribution. In
addition and without limiting the foregoing, the Selling Securityholders will
be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, in connection with transactions in Shares during the
effectiveness of the Registration Statement of which this Prospectus is a part.
The Company will pay all of the expenses incident to the registration
of the Shares (including registration pursuant to the securities laws of certain
states) other than commissions, expenses, reimbursements and discounts of
underwriters, dealers or agents, if any.
USE OF PROCEEDS
The proceeds to the Company offered hereby will be $9,000,000 if
the total number of offered Company Shares is sold. The Company
anticipates that it may utilize certain Company Shares for use in acquiring or
leasing equipment or existing telecommunications systems. Such usage will
benefit the Company by decreasing the amount of cash required to obtain
such equipment or services, but the Company will not receive any proceeds
usable for other matters directly from such use of its Company Shares.
The Company intends to use what proceeds it receives from sales, if
any, to acquire existing telecommunications systems or to lease or acquire
equipment or services necessary to develop a telecommunications network
service.
LEGAL MATTERS
LEGAL PROCEEDINGS
The Company is not a party to any litigation and Management has no
knowledge of any threatened or pending litigation against the Company.
LEGAL OPINION
Cassidy & Associates, Washington, D.C. has given its opinion as
attorneys-at-law that the Shares, when sold pursuant to the terms hereof, will
be fully paid and non-assessable. Excepting the above referenced legal
opinion of Cassidy & Associates, persons making any decision to acquire or
dispose of the Shares offered hereby are not entitled to, and should not, rely
upon any activities of Cassidy & Associates in connection with the Company
or this offering.
EXPERTS
The financial statements in this Prospectus have been included in
reliance upon the report of John P. MacLean, Certified Public Accountants,
and upon the authority of such firm as expert in accounting and auditing.
The Company's fiscal year end is September 30.
<PAGE>
INDEX TO FINANCIAL STATEMENTS
ASPAC COMMUNICATIONS, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
with
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Report of Independent Certified Public Accountants F-1
Financial Statements:
Assets F-2
Stockholders' Equity F-2
<PAGE>
JOHN P. MACLEAN
CERTIFIED PUBLIC ACCOUNTANT
15701 Alameda Drive
Bowie, Maryland 20716
301/249-4900
FAX 301/249-9296
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Aspac Communications, Inc.
I have audited the accompanying Balance Sheet of Aspac
Communications, Inc. as of October 2, 1997. This financial statement is the
responsibility of the Corporation's management. My responsibility is to
express an opinion on this financial statement based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a reasonable basis
for my opinion.
In my opinion, the financial statement referred to above presents
fairly, in all materials respects, the financial position of Aspac
Communications, Inc. as of October 2, 1997, in conformity with generally
accepted accounting principles.
/s/ John P. MacLean, CPA, CFP
October 6, 1997
<PAGE>
ASPAC COMMUNICATIONS, INC.
Balance Sheet
October 2, 1997
ASSETS
Cash $ 200
Total assets $ 200
Shareholder Equity
Common Stock (200,000 shares
$.0001 par value) $ 20
Additional Paid In Capital 180
Total Equity $ 200
See Auditor's Report
<PAGE>
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and, if given or made, such information or representations
may not be relied on as having been authorized by the Company or by any of
the Underwriters. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create an implication that there has
been no change in the affairs of the Company since the date hereof. This
Prospectus does not constitute an offer to sell, or solicitation of any offer to
buy, by any person in any jurisdiction in which it is unlawful for any such
person to make such offer or solicitation. Neither the delivery of this
Prospectus nor any offer, solicitation or sale made hereunder, shall under any
circumstances create any implication that the information herein is correct as
of any time subsequent to the date of the Prospectus.
------------------------
TABLE OF CONTENTS
Page
Prospectus Summary
The Company
Risk Factors
Business
The Offering
Management's Discussion and Analysis of
Financial Condition and Results of
Operations
Management
Security Ownership of Certain
Beneficial Owners and Management
Selling Securityholders
Description of Securities
Plan of Distribution
Use of Proceeds
Legal Matters
Experts
Index to Financial Statements
Until 90 days after the release of the registered securities from the
Escrow Account, all dealers effecting transactions in the registered securities,
whether or not participating in this distribution, may be required to deliver a
prospectus. This is in addition to the obligations of dealers to deliver a
Prospectus when Acting as underwriters and with respect to their unsold
allotments or subscriptions.<PAGE>
ASPAC COMMUNICATIONS, INC.
450,000 Shares of Common Stock;
9,010,000 Shares of Common Stock
to be Sold by the Holders Thereof
----------
PROSPECTUS
----------
October ____, 1997
=======================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses in connection with this
Registration Statement. All of such expenses are estimates, other than the
filing fees payable to the Securities and Exchange Commission.
Filing Fee - Securities and Exchange Commission $ 2,700
Fees and Expenses of Accountants 500
Fees and Expenses of Counsel
Blue Sky Fees and Expenses 1,000
Printing and Engraving Expenses 500
Miscellaneous Expenses 500
Total $ (2)
(1) Contributed by Management.
(2) These expenses have been or will be paid by certain officers and
directors of the Company.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is incorporated in Delaware. Under Section 145 of the
General Corporation Law of the State of Delaware, a Delaware corporation
has the power, under specified circumstances, to indemnify its directors,
officers, employees and agents in connection with actions, suits or
proceedings brought against them by a third party or in the right of the
corporation, by reason of the fact that they were or are such directors,
officers, employees or agents, against expenses incurred in any action, suit or
proceeding. The Certificate of Incorporation and the By-laws of the
Company provide for indemnification of directors and officers to the fullest
extent permitted by the General Corporation Law of the State of Delaware.
The General Corporation Law of the State of Delaware provides that a
certificate of incorporation may contain a provision eliminating the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) of the General Corporation Law of the State of Delaware, or
(iv) for any transaction from which the director derived an improper personal
benefit. The Company's Certificate of Incorporation contains such a
provision.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
As listed below, the Company issued shares of its Common Stock par
value $.0001 per share to the following individuals or entities for the
consideration as listed in cash. If any of these sales were made within the
United States or to United States citizens or residents, such sales were made
in reliance upon the exemption from registration provided by Section 4(2) of
the Securities Act of 1933.
Shareholder Number of Shares
Finhorn Enterprises Limited 55,100,000
Serenadia Investment Limited 20,000,000
Gain Best International Limited 4,500,000
Global Bridge Profits Limited 4,000,000
Superior Gain Enterprises Limited 3,500,000
Crowned Eagle Worldwide, Ltd. 3,000,000
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
3.1* Restated Certificate of Incorporation of the Company
3.2 By-Laws of the Company
4.1* Form of Common Stock Certificate
5.1* Opinion of Cassidy & Associates
24.1 Consent of Accountant
24.2* Consent of Cassidy & Associates (included in Exhibit 5)
27* Financial Data Schedule
- ---------------
* To be filed by Amendment.
(b) The following financial statement schedules are included in this
Registration Statement.
None.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission is that such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(c) The undersigned registrant hereby undertakes that:
(i) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(ii) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Aspac Communications, Inc. certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-1
and has duly caused this Registration Statement on Form S-1 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, California on the 22 day of October, 1997.
ASPAC COMMUNICATIONS, INC.
By: /s/ Ming Zhang
Ming Zhang
President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Laincheng Ji Director October 22, 1997
Liancheng Ji
RESTATED CERTIFICATE OF INCORPORATION
of
ASPAC COMMUNICATIONS, INC.
The original Certificate of Incorporation was filed on June 1, 1994.
The Corporation was originally incorporated as TPG Management
Corporation. This Restated Certificate of Incorporation has been duly adopted
in accordance with Section 245 of the Delaware General Corporation Code and
restates and integrates provisions of the Corporation's Certificate of
Incorporation and does not further amend any such provisions.
ARTICLE ONE
NAME
The name of the Corporation is Aspac Communications, Inc. (the
Corporation).
ARTICLE TWO
DURATION
The Corporation shall have perpetual existence.
ARTICLE THREE
PURPOSE
The purpose for which this Corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware.
ARTICLE FOUR
SHARES
Authorized Capital. The total number of shares of stock which the
Corporation shall have authority to issue is 120,000,000 shares, consisting of
100,000,000 shares of Common Stock having a par value of $.0001 per share
and 20,000,000 shares of Preferred Stock having a par value of $.0001 per
share.
The Board of Directors is authorized to provide for the issuance of the
shares of Preferred Stock in series and, by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.
The authority of the Board of Directors with respect to each series of
Preferred Stock shall include, but not be limited to, determination of the
following:
A. The number of shares constituting that series and the distinctive
designation of that series;
B. The dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on share of that series;
C. Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;
D. Whether that series shall have conversion privileges, and, if so, the
terms and conditions of such conversion, including provision for adjustment of
the conversion rate in such events as the Board of Directors shall determine;
E. Whether or not the shares of that series shall be redeemable, and, if
so, the terms and conditions of such redemption, including the date or dates
upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
F. Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of such
sinking fund;
G. The rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, and the
relative rights of priority, if any, of payment of shares of that series; and
H. Any other relative rights, preferences and limitations of that series.
ARTICLE FIVE
COMMENCEMENT OF BUSINESS
The Corporation is authorized to commence business as soon as its
certificate of incorporation has been filed.
ARTICLE SIX
PRINCIPAL OFFICE AND REGISTERED AGENT
The post office address of the initial registered office of the
Corporation and the name of its initial registered agent and its business
address is
The Prentice Hall Corporation System, Inc.
1013 Centre Road
Wilmington, Delaware 19805
The initial registered agent is a resident of the State of Delaware.
ARTICLE SEVEN
INCORPORATOR
James M. Cassidy, 1504 R Street, N.W., Washington, D.C. 20009.
ARTICLE EIGHT
PRE-EMPTIVE RIGHTS
No Shareholder or other person shall have any pre-emptive rights
whatsoever.
ARTICLE NINE
BY-LAWS
The initial by-laws shall be adopted by the Shareholders or the Board of
Directors. The power to alter, amend, or repeal the by-laws or adopt new by-
laws is vested in the Board of directors, subject to repeal or change by action
of the Shareholders.
ARTICLE TEN
NUMBER OF VOTES
Each share has one vote on each matter on which the share is entitled
to vote.
ARTICLE ELEVEN
MAJORITY VOTES
A majority vote of a quorum of Shareholders (consisting of the holders
of a majority of the shares entitled to vote, represented in person or by proxy)
is sufficient for any action which requires the vote or concurrence of
Shareholders, unless otherwise required or permitted by law or the by-laws of
the Corporation.
ARTICLE TWELVE
NON-CUMULATIVE VOTING
Directors shall be elected by majority vote. Cumulative voting shall
not be permitted.
ARTICLE THIRTEEN
INTERESTED DIRECTORS, OFFICERS AND SECURITY HOLDERS
A. Validity. If Paragraph (B) is satisfied, no contract or other
transaction between the Corporation and any of its directors, officers or
Security holders, or any corporation or firm in which any of them are directly
or indirectly interested, shall be invalid solely because of this relationship
or because of the presence of the director, officer or security holder at the
meeting of the Board of directors or committee authorizing the contract or
transaction, or his participation or vote in the meeting or authorization.
B. Disclosure, Approval, Fairness. Paragraph (A) shall apply only if:
(1) The material facts of the relationship or interest of each such
director, officer or security holder are known or disclosed:
(a) to the Board of directors or the committee and it nevertheless
authorizes or ratifies the contract or transaction by a majority of the
directors present, each such interested director to be counted in determining
whether a quorum is present but not in calculating the majority necessary
to carry the vote; or
(b) to the Shareholders and they nevertheless authorize or ratify the
contract or transaction by a majority of the shares present, each such
interested person to be counted for quorum and voting purposes; or
(2) the contract or transaction is fair to the Corporation as of the
time it is authorized or ratified by the Board of directors, the committee or
the Shareholders.
ARTICLE FOURTEEN
INDEMNIFICATION AND INSURANCE
A. Persons. The Corporation shall indemnify, to the extent provided
in Paragraphs (B), (D) or (F):
(1) any person who is or was director, officer, agent or employee of
the Corporation, and
(2) any person who serves or served at the Corporation's request as a
director, officer, agent, employee, partner or trustee of another corporation or
of a partnership, joint venture, trust or other enterprise.
B. Extent--Derivative Suits. In case of a suit by or in the right of
the Corporation against a person named in Paragraph (A) by reason of his holding
a position named in Paragraph (A), the Corporation shall indemnify him, if he
satisfies the standard in Paragraph (C), for expenses (including attorney's fees
but excluding amounts paid in settlement) actually and reasonably incurred by
him in connection with the defense or settlement of the suit.
C. Standard--Derivative Suits. In case of a suit by or in the right of
the Corporation, a person named in Paragraph (A) shall be indemnified only
if:
(1) he is successful on the merits or otherwise, or
(2) he acted in good faith in the transaction which is the subject of the
suit, and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Corporation. However, he shall not be indemnified in
respect of any claim, issue or matter as to which he has been adjudged liable
for negligence or misconduct in the performance of his duty to the Corporation
unless (and only to the extent that) the court in which the suit was brought
shall determine, upon application, that despite the adjudication but in view of
all the circumstances, he is fairly and reasonably entitled to indemnity for
such expenses as the court shall deem proper.
D. Extent--Nonderivative Suits. In case of a suit, action or
proceeding (whether civil, criminal, administrative or investigative), other
than a suit by or in the right of the Corporation against a person named in
Paragraph (A) by reason of his holding a position named in Paragraph (A), the
Corporation shall indemnify him, if he satisfies the standard in Paragraph (E),
for amounts actually and reasonably incurred by him in connection with the
defense or settlement of the suit as
(1) expenses (including attorneys' fees),
(2) amounts paid in settlement
(3) judgments, and
(4) fines.
E. Standard--Nonderivative Suits. In case of a nonderivative suit, a
person named in Paragraph (A) shall be indemnified only if:
(1) he is successful on the merits or otherwise, or
(2) he acted in good faith in the transaction which is the subject of
the nonderivative suit, and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation and , with respect to any
criminal action or proceeding, he had no reason to believe his conduct was
unlawful. The termination of a nonderivative suit by judgement, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person failed to satisfy
this Paragraph (E) (2).
F. Determination That Standard Has Been Met. A determination that
the standard of Paragraph c or (E) has been satisfied may be made by a court
of law or equity or the determination may be made by:
(1) a majority of the directors of the Corporation (whether or not a
quorum) who were not parties to the action, suit or proceeding, or
(2) independent legal counsel (appointed by a majority of the directors
of the Corporation, whether or not a quorum, or elected by the Shareholders
of the Corporation) in a written opinion, or
(3) the Shareholders of the Corporation.
G. Proration. Anyone making a determination under Paragraph (F)
may determine that a person has met the standard as to some matters but not as
to others, and may reasonably prorate amounts to be indemnified.
H. Advance Payment. The Corporation may pay in advance any
expenses (including attorney's fees) which may become subject to
indemnification under paragraphs (A) - (G) if:
(1) the Board of directors authorizes the specific payment and
(2) the person receiving the payment undertakes in writing to repay
unless it is ultimately determined that he is entitled to indemnification by the
Corporation under Paragraphs (A) - (G).
I. Nonexclusive. The indemnification provided by Paragraphs (A) -
(G) shall not be exclusive of any other rights to which a person may be
entitled by law or by by-law, agreement, vote of Shareholders or disinterested
directors, or otherwise.
J. Continuation. The indemnification and advance payment provided
by Paragraphs (A) - (H) shall continue as to a person who has ceased to hold a
position named in paragraph (A) and shall inure to his heirs, executors and
administrators.
K. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who holds or who has held any position named in
Paragraph (A) against any liability incurred by him in any such positions or
arising out of this status as such, whether or not the Corporation would have
power to indemnify him against such liability under Paragraphs (A) - (H).
L. Reports. Indemnification payments, advance payments, and
insurance purchases and payments made under Paragraphs (A) - (K) shall be
reported in writing to the Shareholders of the Corporation with the next notice
of annual meeting, or within six months, whichever is sooner.
ARTICLE FIFTEEN
LIMITATION ON DIRECTOR LIABILITY
A. Scope of Limitation. No person, by virtue of being or having been
a director of the Corporation, shall have any personal liability for monetary
damages to the Corporation or any of its Shareholders for any breach of
fiduciary duty except as to the extent provided in Paragraph (B).
B. Extent of Limitation. The limitation provided for in this Article
shall not eliminate or limit the liability of a director to the Corporation or
its Shareholders (I) for any breach of the director's duty of loyalty to the
Corporation or its Shareholders (ii) for any acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law (iii) for
any unlawful payment of dividends or unlawful stock purchases or redemptions
in violation of Section 174 of the General Corporation Law of Delaware or (iv)
for any transaction for which the director derived an improper personal
benefit.
C. Amendment of Article. Any changes in the General Corporation
Law of Delaware increasing, decreasing, amending, changing or otherwise
effecting the indemnification of directors, officers, agents, or employees of
the Corporation shall be incorporated by reference in this Article as of the
date of such changes without further action by the Corporation, its Board of
directors, of Shareholders, it being the intention of this Article that
directors, officers, agents and employees of the Corporation shall be
indemnified to the maximum degree allowed by the General Corporation Law of
the State of Delaware at all times.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day
of September, 1997.
Initial Director
ASPAC COMMUNICATIONS, INC.
By-Laws
Article I
The Stockholders
Section 1.1. Annual Meeting. The annual meeting of the
stockholders of Aspac Communications, Inc. (the "Corporation")
shall be held on the third Thursday in May of each year at 10:30
a.m. local time, or at such other date or time as shall be
designated from time to time by the Board of Directors and stated
in the notice of the meeting, for the election of directors and
for the transaction of such other business as may come before the
meeting.
Section 1.2. Special Meetings. A special meeting of the
stockholders may be called at any time by the written resolution
or request of two-thirds or more of the members of the Board of
Directors, the president, or any executive vice president and
shall be called upon the written request of the holders of two-
thirds or more in amount, of each class or series of the capital
stock of the Corporation entitled to vote at such meeting on the
matters(s) that are the subject of the proposed meeting, such
written request in each case to specify the purpose or purposes
for which such meeting shall be called, and with respect to
stockholder proposals, shall further comply with the requirements
of this Article.
Section 1.3. Notice of Meetings. Written notice of each
meeting of stockholders, whether annual or special, stating the
date, hour and place where it is to be held, shall be served
either personally or by mail, not less than fifteen nor more than
sixty days before the meeting, upon each stockholder of record
entitled to vote at such meeting, and to any other stockholder to
whom the giving of notice may be required by law. Notice of a
special meeting shall also state the purpose or purposes for
which the meeting is called and shall indicate that it is being
issued by, or at the direction of, the person or persons calling
the meeting. If, at any meeting, action is proposed to be taken
that would, if taken, entitle stockholders to receive payment for
their stock, the notice of such meeting shall include a statement
of that purpose and to that effect. If mailed, notice shall be
deemed to be delivered when deposited in the United States mail
or with any private express mail service, postage or delivery fee
prepaid, and shall be directed to each such stockholder at his
address, as it appears on the records of the stockholders of the
Corporation, unless he shall have previously filed with the
secretary of the Corporation a written request that notices
intended for him be mailed to some other address, in which case,
it shall be mailed to the address designated in such request.
Section 1.4. Fixing Date of Record. (a) In order that the
Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders, or any adjournment
thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten
days before the date of such meeting. If no record date is fixed
by the Board of Directors, the record date for determining
stockholders entitled to notice of, or to vote at, a meeting of
stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or if notice is
waived, at the close of business on the day next preceding the
day on which the meeting is held. A determination of
stockholders of record entitled to notice of, or to vote at, a
meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a
new record date for the adjourned meeting.
(b) In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing
without a meeting (to the extent that such action by written
consent is permitted by law, the Certificate of Incorporation and
these By-Laws), the Board of Directors may fix a record date,
which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten days after
the date upon which the resolution fixing the record date is
adopted by the Board of Directors. If no record date has been
fixed by the Board of Directors, the record date for determining
stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors
is required by law, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation by delivery to its
registered office in its state of incorporation, its principal
place of business, or an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed
by the Board of Directors and prior action by the Board of
Directors is required by law, the record date for determining
stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such
prior action.
(c) In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date,
which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record
date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the
resolution relating thereto.
Section 1.5. Inspectors. At each meeting of the
stockholders, the polls shall be opened and closed and the
proxies and ballots shall be received and be taken in charge.
All questions touching on the qualification of voters and the
validity of proxies and the acceptance or rejection of votes,
shall be decided by one or more inspectors. Such inspectors
shall be appointed by the Board of Directors before or at the
meeting, or, if no such appointment shall have been made, then by
the presiding officer at the meeting. If for any reason any of
the inspectors previously appointed shall fail to attend or
refuse or be unable to serve, inspectors in place of any so
failing to attend or refusing or unable to serve shall be
appointed in like manner.
Section 1.6. Quorum. At any meeting of the stockholders
the holders of such number of all of the outstanding shares of
the capital stock of the Corporation taken together as a single
class as represents one-third of all votes that may be made at
such meeting, present in person or represented by proxy, shall
constitute a quorum of the stockholders for all purposes, unless
the representation of a larger number shall be required by law,
and, in that case, the representation of the number so required
shall constitute a quorum.
If the holders of the amount of stock necessary to
constitute a quorum shall fail to attend in person or by proxy at
the time and place fixed in accordance with these By-Laws for an
annual or special meeting, a majority in interest of the
stockholders present in person or by proxy may adjourn, from time
to time, without notice other than by announcement at the
meeting, until holders of the amount of stock requisite to
constitute a quorum shall attend. At any such adjourned meeting
at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as
originally notified.
Section 1.7. Business. The chairman of the Board, if any,
the president, or in his absence the vice-chairman, if any, or an
executive vice president, in the order named, shall call meetings
of the stockholders to order, and shall act as chairman of such
meeting; provided, however, that the Board of Directors or
executive committee may appoint any stockholder to act as
chairman of any meeting in the absence of the chairman of the
Board. The secretary of the Corporation shall act as secretary
at all meetings of the stockholders, but in the absence of the
secretary at any meeting of the stockholders, the presiding
officer may appoint any person to act as secretary of the
meeting.
Section 1.8. Stockholder Proposals. No proposal by a
stockholder shall be presented for vote at a special or annual
meeting of stockholders unless such stockholder shall, not later
than the close of business on the fifth day following the date on
which notice of the meeting is first given to stockholders,
provide the Board of Directors or the secretary of the
Corporation with written notice of intention to present a
proposal for action at the forthcoming meeting of stockholders,
which notice shall include the name and address of such
stockholder, the number of voting securities that he holds of
record and that he holds beneficially, the text of the proposal
to be presented to the meeting and a statement in support of the
proposal.
Any stockholder who was a stockholder of record on the
applicable record date may make any other proposal at an annual
meeting or special meeting of stockholders and the same may be
discussed and considered, but unless stated in writing and filed
with the Board of Directors or the secretary prior to the date
set forth hereinabove, such proposal shall be laid over for
action at an adjourned, special, or annual meeting of the
stockholders taking place sixty days or more thereafter. This
provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers,
directors, and committees, but in connection with such reports,
no new business proposed by a stockholder, qua stockholder, shall
be acted upon at such annual meeting unless stated and filed as
herein provided.
Notwithstanding any other provision of these By-Laws, the
Corporation shall be under no obligation to include any
stockholder proposal in its proxy statement materials or
otherwise present any such proposal to stockholders at a special
or annual meeting of stockholders if the Board of Directors
reasonably believes the proponents thereof have not complied with
Sections 13 or 14 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder; nor shall the
Corporation be required to include any stockholder proposal not
required to be included in its proxy materials to stockholders in
accordance with any such section, rule or regulation.
Section 1.9. Proxies. At all meetings of stockholders, a
stockholder entitled to vote may vote either in person or by
proxy executed in writing by the stockholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the
secretary before or at the time of the meeting. No proxy shall
be valid after eleven months from the date of its execution,
unless otherwise provided in the proxy.
Section 1.10. Voting by Ballot. The votes for directors,
and upon the demand of any stockholder or when required by law,
the votes upon any question before the meeting, shall be by
ballot.
Section 1.11. Voting Lists. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at
least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of each
stockholder and the number of shares of stock registered in the
name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours for a period of at least
ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified
in the notice of the meeting, or if not so specified, at the
place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the
whole time thereof and may be inspected by any stockholder who is
present.
Section 1.12. Place of Meeting. The Board of Directors may
designate any place, either within or without the state of
incorporation, as the place of meeting for any annual meeting or
any special meeting called by the Board of Directors. If no
designation is made or if a special meeting is otherwise called,
the place of meeting shall be the principal office of the
Corporation.
Section 1.13. Voting of Stock of Certain Holders. Shares
of capital stock of the Corporation standing in the name of
another corporation, domestic or foreign, may be voted by such
officer, agent, or proxy as the by-laws of such corporation may
prescribe, or in the absence of such provision, as the board of
directors of such corporation may determine.
Shares of capital stock of the Corporation standing in the
name of a deceased person, a minor ward or an incompetent person
may be voted by his administrator, executor, court-appointed
guardian or conservator, either in person or by proxy, without a
transfer of such stock into the name of such administrator,
executor, court-appointed guardian or conservator. Shares of
capital stock of the Corporation standing in the name of a
trustee may be voted by him, either in person or by proxy.
Shares of capital stock of the Corporation standing in the
name of a receiver may be voted, either in person or by proxy, by
such receiver, and stock held by or under the control of a
receiver may be voted by such receiver without the transfer
thereof into his name if authority to do so is contained in any
appropriate order of the court by which such receiver was
appointed.
A stockholder whose stock is pledged shall be entitled to
vote such stock, either in person or by proxy, until the stock
has been transferred into the name of the pledgee, and thereafter
the pledgee shall be entitled to vote, either in person or by
proxy, the stock so transferred.
Shares of its own capital stock belonging to this
Corporation shall not be voted, directly or indirectly, at any
meeting and shall not be counted in determining the total number
of outstanding stock at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall
be counted in determining the total number of outstanding stock
at any given time.
Article II
Board of Directors
Section 2.1. General Powers. The business, affairs, and
the property of the Corporation shall be managed and controlled
by the Board of Directors (the "Board"), and, except as otherwise
expressly provided by law, the Certificate of Incorporation or
these By-Laws, all of the powers of the Corporation shall be
vested in the Board.
Section 2.2. Number of Directors. The number of directors
which shall constitute the whole Board shall be not fewer than
one nor more than five. Within the limits above specified, the
number of directors shall be determined by the Board of Directors
pursuant to a resolution adopted by a majority of the directors
then in office.
Section 2.3. Election, Term and Removal. Directors shall
be elected at the annual meeting of stockholders to succeed those
directors whose terms have expired. Each director shall hold
office for the term for which elected and until his or her
successor shall be elected and qualified. Directors need not be
stockholders. A director may be removed from office at a meeting
expressly for that purpose by the vote of stockholders holding
not less than two-thirds of the shares entitled to vote at an
election of directors.
Section 2.4. Vacancies. Vacancies in the Board of
Directors, including vacancies resulting from an increase in the
number of directors, may be filled by the affirmative vote of a
majority of the remaining directors then in office, though less
than a quorum; except that vacancies resulting from removal from
office by a vote of the stockholders may be filled by the
stockholders at the same meeting at which such removal occurs
provided that the holders of not less than two-thirds of the
outstanding capital stock of the Corporation (assessed upon the
basis of votes and not on the basis of number of shares) entitled
to vote for the election of directors, voting together as a
single class, shall vote for each replacement director. All
directors elected to fill vacancies shall hold office for a term
expiring at the time of the next annual meeting of stockholders
and upon election and qualification of his successor. No
decrease in the number of directors constituting the Board of
Directors shall shorten the term of an incumbent director.
Section 2.5. Resignations. Any director of the Corporation
may resign at any time by giving written notice to the president
or to the secretary of the Corporation. The resignation of any
director shall take effect at the time specified therein and,
unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 2.6. Place of Meetings, etc. The Board of
Directors may hold its meetings, and may have an office and keep
the books of the Corporation (except as otherwise may be provided
for by law), in such place or places in or outside the state of
incorporation as the Board from time to time may determine.
Section 2.7. Regular Meetings. Regular meetings of the
Board of Directors shall be held as soon as practicable after
adjournment of the annual meeting of stockholders at such time
and place as the Board of Directors may fix. No notice shall be
required for any such regular meeting of the Board.
Section 2.8. Special Meetings. Special meetings of the
Board of Directors shall be held at places and times fixed by
resolution of the Board of Directors, or upon call of the
chairman of the Board, if any, or vice-chairman of the Board, if
any, the president, an executive vice president or two-thirds of
the directors then in office.
The secretary or officer performing the secretary's duties
shall give not less than twenty-four hours' notice by letter,
telegraph or telephone (or in person) of all special meetings of
the Board of Directors, provided that notice need not given of
the annual meeting or of regular meetings held at times and
places fixed by resolution of the Board. Meetings may be held at
any time without notice if all of the directors are present, or
if those not present waive notice in writing either before or
after the meeting. The notice of meetings of the Board need not
state the purpose of the meeting.
Section 2.9. Participation by Conference Telephone.
Members of the Board of Directors of the Corporation, or any
committee thereof, may participate in a regular or special or any
other meeting of the Board or committee by means of conference
telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and
such participation shall constitute presence in person at such
meeting.
Section 2.10. Action by Written Consent. Any action
required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a
meeting if prior or subsequent to such action all the members of
the Board or such committee, as the case may be, consent thereto
in writing, and the writing or writings are filed with the
minutes of the proceedings of the Board or committee.
Section 2.11. Quorum. A majority of the total number of
directors then in office shall constitute a quorum for the
transaction of business; but if at any meeting of the Board there
be less than a quorum present, a majority of those present may
adjourn the meeting from time to time.
Section 2.12. Business. Business shall be transacted at
meetings of the Board of Directors in such order as the Board may
determine. At all meetings of the Board of Directors, the
chairman of the Board, if any, the president, or in his absence
the vice-chairman, if any, or an executive vice president, in the
order named, shall preside.
Section 2.13. Interest of Directors in Contracts. (a) No
contract or transaction between the Corporation and one or more
of its directors or officers, or between the Corporation and any
other corporation, partnership, association, or other
organization in which one or more of the Corporation's directors
or officers, are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or
participates in the meeting of the Board or committee which
authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if:
(1) The material facts as to his relationship or interest
and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee,
and the Board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though
the disinterested directors be less than a quorum; or
(2) The material facts as to his relationship or interest
and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon,
and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or
(3) The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved
or ratified, by the Board of Directors, a committee of
the Board of Directors or the stockholders.
(b) Interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of
a committee which authorizes the contract or transaction.
Section 2.14. Compensation of Directors. Each director of
the Corporation who is not a salaried officer or employee of the
Corporation, or of a subsidiary of the Corporation, shall receive
such allowances for serving as a director and such fees for
attendance at meetings of the Board of Directors or the executive
committee or any other committee appointed by the Board as the
Board may from time to time determine.
Section 2.15. Loans to Officers or Employees. The Board of
Directors may lend money to, guarantee any obligation of, or
otherwise assist, any officer or other employee of the
Corporation or of any subsidiary, whether or not such officer or
employee is also a director of the Corporation, whenever, in the
judgment of the directors, such loan, guarantee, or assistance
may reasonably be expected to benefit the Corporation; provided,
however, that any such loan, guarantee, or other assistance given
to an officer or employee who is also a director of the
Corporation must be authorized by a majority of the entire Board
of Directors. Any such loan, guarantee, or other assistance may
be made with or without interest and may be unsecured or secured
in such manner as the Board of Directors shall approve,
including, but not limited to, a pledge of shares of the
Corporation, and may be made upon such other terms and conditions
as the Board of Directors may determine.
Section 2.16. Nomination. Subject to the rights of holders
of any class or series of stock having a preference over the
common stock as to dividends or upon liquidation, nominations for
the election of directors may be made by the Board of Directors
or by any stockholder entitled to vote in the election of
directors generally. However, any stockholder entitled to vote
in the election of directors generally may nominate one or more
persons for election as directors at a meeting only if written
notice of such stockholder's intent to make such nomination or
nominations has been given, either by personal delivery or by
United States mail, postage prepaid, to the secretary of the
Corporation not later than (i) with respect to an election to be
held at an annual meeting of stockholders, the close of business
on the last day of the eighth month after the immediately
preceding annual meeting of stockholders, and (ii) with respect
to an election to be held at a special meeting of stockholders
for the election of directors, the close of business on the fifth
day following the date on which notice of such meeting is first
given to stockholders. Each such notice shall set forth: (a) the
name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination
or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder
as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange
Commission, had the nominee been nominated, or intended to be
nominated, by the Board of Directors, and; (e) the consent of
each nominee to serve as a director of the Corporation if so
elected. The presiding officer at the meeting may refuse to
acknowledge the nomination of any person not made in compliance
with the foregoing procedure.
Article III
Committees
Section 3.1. Committees. The Board of Directors, by
resolution adopted by a majority of the number of directors then
fixed by these By-Laws or resolution thereto, may establish such
standing or special committees of the Board as it may deem
advisable, and the members, terms, and authority of such
committees shall be set forth in the reslutions establishing such
committee.
Section 3.2. Executive Committee Number and Term of Office.
The Board of Directors may, at any meeting, by majority vote of
the Board of Directors, elect from the directors an executive
committee. The executive committee shall consist of such number
of members as may be fixed from time to time by resolution of the
Board of Directors. The Board of Directors may designate a
chairman of the committee who shall preside at all meetings
thereof, and the committee shall designate a member thereof to
preside in the absence of the chairman.
Section 3.3. Executive Committee Powers. The executive
committee may, while the Board of Directors is not in session,
exercise all or any of the powers of the Board of Directors in
all cases in which specific directions shall not have been given
by the Board of Directors; except that the executive committee
shall not have the power or authority of the Board of Directors
to (i) amend the Certificate of Incorporation or the By-Laws of
the Corporation, (ii) fill vacancies on the Board of Directors,
(iii) adopt an agreement or certification of ownership, merger or
consolidation, (iv) recommend to the stockholders the sale, lease
or exchange of all or substantially all of the Corporation's
property and assets, or a dissolution of the Corporation or a
revocation of a dissolution, (v) declare a dividend, or (vi)
authorize the issuance of stock.
Section 3.4. Executive Committee Meetings. Regular and
special meetings of the executive committee may be called and
held subject to the same requirements with respect to time, place
and notice as are specified in these By-Laws for regular and
special meetings of the Board of Directors. Special meetings of
the executive committee may be called by any member thereof.
Unless otherwise indicated in the notice thereof, any and all
business may be transacted at a special or regular meeting of the
executive meeting if a quorum is present. At any meeting at
which every member of the executive committee shall be present,
in person or by telephone, even though without any notice, any
business may be transacted. All action by the executive
committee shall be reported to the Board of Directors at its
meeting next succeeding such action.
The executive committee shall fix its own rules of
procedure, and shall meet where and as provided by such rules or
by resolution of the Board of Directors, but in every case the
presence of a majority of the total number of members of the
executive committee shall be necessary to constitute a quorum.
In every case, the affirmative vote of a quorum shall be
necessary for the adoption of any resolution.
Section 3.5. Executive Committee Vacancies. The Board of
Directors, by majority vote of the Board of Directors then in
office, shall fill vacancies in the executive committee by
election from the directors.
Article IV
The Officers
Section 4.1. Number and Term of Office. The officers of
the Corporation shall consist of, as the Board of Directors may
determine and appoint from time to time, a chief executive
officer, a president, one or more executive vice-presidents, a
secretary, a treasurer, a controller, and/or such other officers
as may from time to time be elected or appointed by the Board of
Directors, including such additional vice-presidents with such
designations, if any, as may be determined by the Board of
Directors and such assistant secretaries and assistant
treasurers. In addition, the Board of Directors may elect a
chairman of the Board and may also elect a vice-chairman as
officers of the Corporation. Any two or more offices may be held
by the same person. In its discretion, the Board of Directors
may leave unfilled any office except as may be required by law.
The officers of the Corporation shall be elected or
appointed from time to time by the Board of Directors. Each
officer shall hold office until his successor shall have been
duly elected or appointed or until his death or until he shall
resign or shall have been removed by the Board of Directors.
Each of the salaried officers of the Corporation shall
devote his entire time, skill and energy to the business of the
Corporation, unless the contrary is expressly consented to by the
Board of Directors or the executive committee.
Section 4.2. Removal. Any officer may be removed by the
Board of Directors whenever, in its judgment, the best interests
of the Corporation would be served thereby.
Section 4.3. The Chairman of the Board. The chairman of
the Board, if any, shall preside at all meetings of stockholders
and of the Board of Directors and shall have such other authority
and perform such other duties as are prescribed by law, by these
By-Laws and by the Board of Directors. The Board of Directors
may designate the chairman of the Board as chief executive
officer, in which case he shall have such authority and perform
such duties as are prescribed by these By-Laws and the Board of
Directors for the chief executive officer.
Section 4.4. The Vice-Chairman. The vice-chairman, if any,
shall have such authority and perform such other duties as are
prescribed by these By-Laws and by the Board of Directors. In
the absence or inability to act of the chairman of the Board and
the president, he shall preside at the meetings of the
stockholders and of the Board of Directors and shall have and
exercise all of the powers and duties of the chairman of the
Board. The Board of Directors may designate the vice-chairman as
chief executive officer, in which case he shall have such
authority and perform such duties as are prescribed by these
By-Laws and the Board of Directors for the chief executive
officer.
Section 4.5. The President. The president shall have such
authority and perform such duties as are prescribed by law, by
these By-Laws, by the Board of Directors and by the chief
executive officer (if the president is not the chief executive
officer). The president, if there is no chairman of the Board,
or in the absence or the inability to act of the chairman of the
Board, shall preside at all meetings of stockholders and of the
Board of Directors. Unless the Board of Directors designates the
chairman of the Board or the vice-chairman as chief executive
officer, the president shall be the chief executive officer, in
which case he shall have such authority and perform such duties
as are prescribed by these By-Laws and the Board of Directors for
the chief executive officer.
Section 4.6. The Chief Executive Officer. Unless the Board
of Directors designates the chairman of the Board or the vice-
chairman as chief executive officer, the president shall be the
chief executive officer. The chief executive officer of the
Corporation shall have, subject to the supervision and direction
of the Board of Directors, general supervision of the business,
property and affairs of the Corporation, including the power to
appoint and discharge agents and employees, and the powers vested
in him by the Board of Directors, by law or by these By-Laws or
which usually attach or pertain to such office.
Section 4.7. The Executive Vice-Presidents. In the absence
of the chairman of the Board, if any, the president and the
vice-chairman, if any, or in the event of their inability or
refusal to act, the executive vice-president (or in the event
there is more than one executive vice-president, the executive
vice-presidents in the order designated, or in the absence of any
designation, then in the order of their election) shall perform
the duties of the chairman of the Board, of the president and of
the vice-chairman, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the chairman of
the Board, the president and the vice-chairman. Any executive
vice-president may sign, with the secretary or an authorized
assistant secretary, certificates for stock of the Corporation
and shall perform such other duties as from time to time may be
assigned to him by the chairman of the Board, the president, the
vice-chairman, the Board of Directors or these By-Laws.
Section 4.8. The Vice-Presidents. The vice-presidents, if
any, shall perform such duties as may be assigned to them from
time to time by the chairman of the Board, the president, the
vice-chairman, the Board of Directors, or these By-Laws.
Section 4.9. The Treasurer. Subject to the direction of
chief executive officer and the Board of Directors, the treasurer
shall have charge and custody of all the funds and securities of
the Corporation; when necessary or proper he shall endorse for
collection, or cause to be endorsed, on behalf of the
Corporation, checks, notes and other obligations, and shall cause
the deposit of the same to the credit of the Corporation in such
bank or banks or depositary as the Board of Directors may
designate or as the Board of Directors by resolution may
authorize; he shall sign all receipts and vouchers for payments
made to the Corporation other than routine receipts and vouchers,
the signing of which he may delegate; he shall sign all checks
made by the Corporation (provided, however, that the Board of
Directors may authorize and prescribe by resolution the manner in
which checks drawn on banks or depositaries shall be signed,
including the use of facsimile signatures, and the manner in
which officers, agents or employees shall be authorized to sign);
unless otherwise provided by resolution of the Board of
Directors, he shall sign with an officer-director all bills of
exchange and promissory notes of the Corporation; whenever
required by the Board of Directors, he shall render a statement
of his cash account; he shall enter regularly full and accurate
account of the Corporation in books of the Corporation to be kept
by him for that purpose; he shall, at all reasonable times,
exhibit his books and accounts to any director of the Corporation
upon application at his office during business hours; and he
shall perform all acts incident to the position of treasurer. If
required by the Board of Directors, the treasurer shall give a
bond for the faithful discharge of his duties in such sum and
with such sure ties as the Board of Directors may require.
Section 4.10. The Secretary. The secretary shall keep the
minutes of all meetings of the Board of Directors, the minutes of
all meetings of the stockholders and (unless otherwise directed
by the Board of Directors) the minutes of all committees, in
books provided for that purpose; he shall attend to the giving
and serving of all notices of the Corporation; he may sign with
an officer-director or any other duly authorized person, in the
name of the Corporation, all contracts authorized by the Board of
Directors or by the executive committee, and, when so ordered by
the Board of Directors or the executive committee, he shall affix
the seal of the Corporation thereto; he may sign with the
president or an executive vice-president all certificates of
shares of the capital stock; he shall have charge of the
certificate books, transfer books and stock ledgers, and such
other books and papers as the Board of Directors or the executive
committee may direct, all of which shall, at all reasonable
times, be open to the examination of any director, upon
application at the secretary's office during business hours; and
he shall in general perform all the duties incident to the office
of the secretary, subject to the control of the chief executive
officer and the Board of Directors.
Section 4.11. The Controller. The controller shall be the
chief accounting officer of the Corporation. Subject to the
supervision of the Board of Directors, the chief executive
officer and the treasurer, the controller shall provide for and
maintain adequate records of all assets, liabilities and
transactions of the Corporation, shall see that accurate audits
of the Corporation's affairs are currently and adequately made
and shall perform such other duties as from time to time may be
assigned to him.
Section 4.12. The Assistant Treasurers and Assistant
Secretaries. The assistant treasurers shall respectively, if
required by the Board of Directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as
the Board of Directors may determine. The assistant secretaries
as thereunto authorized by the Board of Directors may sign with
the chairman of the Board, the president, the vice-chairman or an
executive vice-president, certificates for stock of the
Corporation, the issue of which shall have been authorized by a
resolution of the Board of Directors. The assistant treasurers
and assistant secretaries, in general, shall perform such duties
as shall be assigned to them by the treasurer or the secretary,
respectively, or chief executive officer, the Board of Directors,
or these By-Laws.
Section 4.13. Salaries. The salaries of the officers shall
be fixed from time to time by the Board of Directors, and no
officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the Corporation.
Section 4.14. Voting upon stocks. Unless otherwise ordered
by the Board of Directors or by the executive committee, any
officer, director or any person or persons appointed in writing
by any of them, shall have full power and authority in behalf of
the Corporation to attend and to act and to vote at any meetings
of stockholders of any corporation in which the Corporation may
hold stock, and at any such meeting shall possess and may
exercise any and all the rights and powers incident to the
ownership of such stock, and which, as the owner thereof, the
Corporation might have possessed and exercised if present. The
Board of Directors may confer like powers upon any other person
or persons.
Article V
Contracts and Loans
Section 5.1. Contracts. The Board of Directors may
authorize any officer or officers, agent or agents, to enter into
any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be
general or confined to specific instances.
Section 5.2. Loans. No loans shall be contracted on behalf
of the Corporation and no evidences of indebtedness shall be
issued in its name unless authorized by a resolution of the Board
of Directors. Such authority may be general or confined to
specific instances.
Article VI
Certificates for Stock and Their Transfer
Section 6.1. Certificates for Stock. Certificates
representing stock of the Corporation shall be in such form as
may be determined by the Board of Directors. Such certificates
shall be signed by the chairman of the Board, the president, the
vice-chairman or an executive vice-president and/or by the
secretary or an authorized assistant secretary and shall be
sealed with the seal of the Corporation. The seal may be a
facsimile. If a stock certificate is countersigned (i) by a
transfer agent other than the Corporation or its employee, or
(ii) by a registrar other than the Corporation or its employee,
any other signature on the certificate may be a facsimile. In
the event that any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent,
or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue. All
certificates for stock shall be consecutively numbered or
otherwise identified. The name of the person to whom the shares
of stock represented thereby are issued, with the number of
shares of stock and date of issue, shall be entered on the books
of the Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled and no new
certificates shall be issued until the former certificate for a
like number of shares of stock shall have been surrendered and
canceled, except that, in the event of a lost, destroyed or
mutilated certificate, a new one may be issued therefor upon such
terms and indemnity to the Corporation as the Board of Directors
may prescribe.
Section 6.2. Transfers of Stock. Transfers of stock of the
Corporation shall be made only on the books of the Corporation by
the holder of record thereof or by his legal representative, who
shall furnish proper evidence of authority to transfer, or by his
attorney thereunto authorized by power of attorney duly executed
and filed with the secretary of the Corporation, and on surrender
for cancellation of the certificate for such stock. The person
in whose name stock stands on the books of the Corporation shall
be deemed the owner thereof for all purposes as regards the
Corporation.
Article VII
Fiscal Year
Section 7.1. Fiscal Year. The fiscal year of the
Corporation shall begin on the first day of October in each year
and end on the last day of September in each year.
Article VIII
Seal
Section 8.1. Seal. The Board of Directors shall approve a
corporate seal which shall be in the form of a circle and shall
have inscribed thereon the name of the Corporation.
Article IX
Waiver of Notice
Section 9.1. Waiver of Notice. Whenever any notice is
required to be given under the provisions of these By-Laws or
under the provisions of the Certificate of Incorporation or under
the provisions of the corporation law of the state of
incorporation, waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such
notice. Attendance of any person at a meeting for which any
notice is required to be given under the provisions of these
By-Laws, the Certificate of Incorporation or the corporation law
of the state of incorporation shall constitute a waiver of notice
of such meeting except when the person attends for the express
purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully
called or convened.
Article X
Amendments
Section 10.1. Amendments. These By-Laws may be altered,
amended or repealed and new By-Laws may be adopted at any meeting
of the Board of Directors of the Corporation by the affirmative
vote of a two-thirds or more of the members of the Board, or by
the affirmative vote of the holders of 75 percent or more of the
outstanding capital stock of the Corporation (assessed upon the
basis of votes and not on the basis of number of shares) entitled
to vote generally in the election of directors, voting together
as a single class, cast at a meeting of the stockholders called
for that purpose.
Article XI
Indemnification
Section 11.1. Indemnification. The Corporation shall
indemnify its officers, directors, employees and agents to the
fullest extent permitted by the Delaware General Corporation Law,
as amended from time to time.
[END]
JOHN P. MACLEAN
CERTIFIED PUBLIC ACCOUNTANT
15701 ALAMEDA DRIVE
BOWIE, MARYLAND 20716-1312
301/249-4900
CONSENT OF CERTIFIED PUBLIC ACCOUNTANT
I hereby consent to the use in the Registration Statement on Form S-1
of my report dated October 2, 1997, relating to the audited financial statements
of Aspac Communications, Inc. and the reference to my firm under the caption
"experts" in the Prospectus.
/s/ John P. MacLean
October 6, 1997
