As filed with the Securities and Exchange Commission on November ,1997
Registration No. 33-
U.S. Securities and Exchange Commission
Washington, D.C.
--------------
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OMNI DOORS, INC.
(Exact name of small business registrant as specified in its charter)
Florida 3442 59-2549529
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
in corporation or organization) Classification Code Number) Identification No.)
16910 Dallas Parkway, Suite 100, Dallas, Texas 75248, (972) 248-1922.
(Address and telephone number of principal executive offices)
Kevin B. Halter, 16910 Dallas Parkway, Suite 100, Dallas, Texas 75248,
(972) 248-1922 ( Name, address and telephone number of agent for service)
Copies to:
Richard Braucher, Esq.
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
(972) 248-1922
Approximate date of proposed sale to the public: As soon as practicable after
the effective date of this Registration Statement.
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 effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the securities Act
registration statement number of the earlier effective 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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of each class of Amount to be Proposed maximum offering Proposed maximum Registration Fee
securities to be registered registered price per share (1) aggregate offering price (1)
COMMON STOCK 568,900 shares $0.10 $56,890 $177.80
</TABLE>
Note: (1) Estimated solely for the purpose of calculating the registration fee.
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 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PRELIMINARY PROSPECTUS
(subject to completion)
OMNI DOORS, INCORPORATED
568,900 SHARES OF COMMON STOCK (NO PAR VALUE)
This Prospectus is being furnished by Millennia, Inc. a Delaware corporation
whose stock is traded on the American Stock Exchange, (the "Parent") in
connection with the distribution as a stock dividend (the "Distribution") of
568,900 shares of the common stock of Omni Doors, Incorporated (the "Company")
to the Parent's shareholders who are shareholders of record on ---------, 1997
(the "Record Date"). Based on the fact that there are currently 2,275,635 shares
of common stock of the Parent issued and outstanding, each shareholder of the
Parent will receive one share of the Common Stock for every four shares of
Millennia Inc. owned on the Record Date. The Distribution will result in
approximately 5% of the issued and outstanding Common Stock of the Company being
distributed to holders of the Parent's common stock on a prorata basis. Neither
the Company nor Millennia, Inc.will receive any proceeds from the Distribution.
There is no current public market for the Common Stock. The Company expects that
the Common Stock will be traded on the over-the-counter market maintained by
members of the National Association of Securities Dealers, Inc. (the "OTC
Bulletin Board") upon effectiveness of this Registration Statement.
---------------------------
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY IS SPECULATIVE AND INVOLVES A
HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING AT PAGE 4 FOR A DISCUSSION OF
CERTAIN FACTORS WHICH SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN
THE COMMON STOCK.
-------------------------------
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 UP THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Price to Public (1) Proceeds to the Company(2).
Per Share ............. $ 0.10 None
Total ................. $56,890 None
(1) Estimated in accordance with Rule 457.
(2) All expenses associated with this offering will be paid by the Company.
The date of this Prospectus is November ,1997.
<PAGE>
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This prospectus contains certain forward-looking statements and information
relating to the Company that are based on the beliefs of the Company or
management as well as assumptions made by and information currently available to
the Company or management. When used in this document, the words "anticipate,"
"believe," "estimate," "expect, " and "intend" and similar expressions, as they
relate to the Company or its management, are intended to identify
forward-looking statements. Such statements reflect the current view of the
Company regarding future events and are subject to certain risks, uncertainties
and assumptions, including the risks and uncertainties noted. Should one or more
of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may vary materially from those
described herein as anticipated, believed, estimated, expected or intended. In
each instance, forward-looking information should be considered in light of the
accompanying meaningful cautionary statements herein.
PROSPECTUS SUMMARY
The following is a summary of certain information contained elsewhere in this
Prospectus. Reference is made to, and this summary is qualified in its entirety
by, the more detailed information contained elsewhere in this Prospectus, which
should be read in its entirety.
Distributing Company
Millennia, Inc. (the "Parent"), a Delaware corporation whose
stock is traded on the American Stock Exchange
Distributed Company
Omni Doors, Inc. (the "Company"), a Florida corporation
which is a wholly-owned subsidiary of the Parent. The
Company is a distributor of commercial industrial metal
doors and frames. The Company offers its products and
services to building contractors constructing projects such
as hotels and motels, self storage facilities and other
construction projects requiring industrial doors.
Shares to be Distributed
568,900 shares of the Company's Common Stock. No fractional
shares will be distributed. The shares to be distributed
constitute approximately 5% of the issued and outstanding
shares of Common Stock of the Company.
Distribution Ratio
Each shareholder of the Parent will receive one share of the
Common Stock of the Company for every four shares of the
Parent's common stock held on the Record Date.
Fractional Share Interests
No fraction of a share of Common Stock will be issued as a
result of the Distribution. All fractional shares which
would otherwise be issuable as a result of the Distribution
will be rounded up to the nearest whole share and the
shareholder will be issued one full share in lieu thereof.
See "The Distribution -- Manner of Effecting the
Distribution."
Trading Market
OTC Bulletin Board
Distribution Agent
Securities Transfer Corporation
Record Date ------------, 1997
Mailing Date
The Distribution Agent will mail share certificates
commencing about ten days after the effective date of this
Registration Statement
Tax Consequences
See "The Distribution -- Federal Income Tax Consequences of
the Distribution."
Risk Factors
See "Risk Factors"
<PAGE>
THE COMPANY
Omni Doors, Inc., a Florida corporation (the "Company"), is still a small
business although it started operating in 1985. The Company's business is to
assemble and distribute industrial doors and frames in the South Florida region.
It offers its products and services primarily to commercial builders and
contractors in that area. The Company's principal sales office and warehouse
facility is located in Pembroke Park, Florida and its administrative office is
located at 16910 Dallas Parkway, Suite 100, Dallas, Texas 75248 and its
telephone number is (972) 248-1922.
RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING RISK
FACTORS SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS IN EVALUATING THE COMPANY
AND ITS BUSINESS BEFORE PURCHASING THE COMMON STOCK.
LACK OF PROFITABILITY
Although the Company has been in business since 1985 it had a net loss from
operations through June 30, 1997 of $46,990. The Company has positive working
capital of $167,766 and shareholder's equity of $181,240 at the same date. From
inception through June 30, 1996, the Parent had advanced $172,463 to the Company
for working capital. In 1996 the Parent agreed to convert these advances payable
to contributed capital; if it had not done so the Company's working capital
would have been a negative number and shareholder's equity would have been
nominal (less than $9000).
The Company's operations are still subject to all of the risks inherent in the
establishment of a new business enterprise, including the lack of a profitable
operating history and the inability to obtain capital from non-related parties.
The likelihood of success of the Company must be considered in light of the
problems, expenses, difficulties, complications and delays frequently
encountered in connection with establishment of a new business. There can be no
assurance that future operations of the Company will be profitable . Future
revenues and profits , if any, will depend upon numerous factors, many of which
are beyond the control of the Company's management including general economic
conditions and the cyclical nature of the construction industry.
ECONOMIC AND INDUSTRY CONDITIONS
Demand for the Company's services is likely to be affected by general economic
conditions and, more specifically, by economic conditions in South Florida,
where the bulk of the Company's current customers are located. The demand for
its products and services is likely to remain dependent on the continuing growth
and expansion of the construction industry in that area. This industry is
influenced significantly by economic conditions, including the behavior and
confidence of contractors and real estate investors, new construction starts,
interest rates and the availability of credit. The Company anticipates that its
sales and operating results may fluctuate significantly from time to time as a
result of these factors.
HIGHLY COMPETITIVE INDUSTRY
The industry in which the Company operates is highly competitive and includes a
large number of distributors of its product. Certain of the Company's
competitors have greater sales volume and greater financial resources than the
Company. Competition occurs in the areas of style, quality, functionality,
service, design and price. Competition could adversely affect the Company's
operating results by forcing it to reduce its sale prices, offer enhanced credit
arrangements including longer payment terms, increase customer discounts or
provide enhanced services not now offered. No assurance can be given that the
Company will be able to compete successfully.
DEPENDENCE ON KEY PERSONNEL; CONTROL BY PARENT
The Company's future success will depend in large part upon the continued
services of its key personnel. Given the Company's operating history, the
Company's future success will also be dependent upon its ability to attract and
retain qualified personnel to develop and expand its operations. No assurance
can be given that the Company will be able to retain its current personnel and
that it will be able to obtain the services of the personnel necessary for the
Company's growth and success.
<PAGE>
The Company, after the distribution of the stock dividend contemplated herein,
will be owned 95% by the Parent. Accordingly, the Parent will determine the
composition of the Company's Board of Directors and thereby control the affairs
of the Company. This fact may affect the Company's future growth and
development, as well as the marketability and price of its stock.
LACK OF PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE
Prior to the Distribution, there has been no public market for the Company's
common stock. There can be no assurance that an active public market will
develop or be sustained for the Common Stock. The Company believes that such
factors as investor perceptions of the Company, quarterly variations in the
Company's financial results, announcements regarding operations of the Company
and developments affecting the Company, its market or products and services
could cause significant fluctuations in the market price of the Common Stock. In
addition, the stock market in general has recently experienced price and volume
fluctuations which appear to be unrelated to the operating performance of
individual companies. Broad market fluctuations may adversely affect the market
price of the Common Stock.
FLUCTUATIONS IN PRICES OF RAW MATERIALS AND SUPPLIES
The Company is dependent upon Republic Builders Products Company ("Republic")
for the majority of its products and, therefore, is subject to any fluctuations
in the prices of its raw materials which Republic may cause. No assurances can
be given that prices will not increase significantly in the future. If the
economy improves, demand for raw materials may increase, which could further
affect prices.
POTENTIAL ADVERSE TAX CONSEQUENCES
Holders of the Parent's common stock may incur tax liability upon the
Distribution (receipt of shares of the Common Stock) with out any attendant cash
payment with which to pay this possible tax liability. See "The Distribution--
Federal Income Tax Consequences of the Distribution."
PLAN OF DISTRIBUTION
Reasons for the Distribution
The Board of Directors of Millennia, Inc. has determined that it is in the best
interest of that company and its shareholders to make the Distribution in the
manner described herein. The Parent is a diversified management company engaged,
through its subsidiaries, in various unrelated businesses. The Distribution will
result in the Company being a separate publicly held company. The Parent's Board
of Directors believes that the Distribution will allow investors to better
evaluate the Company and its future prospects independently, enhancing the
likelihood that it will achieve appropriate market recognition regarding its own
performance and potential. The Parent's Board of Directors also believes that,
by distributing the Common Stock of the Company to the Parent's shareholders,
the potential for increasing the long-term value of each shareholder's
investment in the Parent will be enhanced.
In addition, the Company may expand its business through acquisitions of
existing businesses (although at the present time none are specifically
contemplated) and the Boards of Directors of the Parent and the Company believe
that having a public market for the Common Stock will allow the Company to more
readily make such acquisitions in the future by structuring them as stock
transactions.
Manner of Effecting the Distribution
The Parent will effect the Distribution on the Record Date by delivering shares
of the Company's Common Stock to Securities Transfer Corporation as the
distribution agent (the "Distribution Agent") for distribution to holders of
record of the Parent's common stock on the Record Date. The distribution will be
made on the basis of one share of the Common Stock for every four shares of the
Parent's common stock issued and outstanding on the Record Date. Currently,
there are 2,275,635 shares of the Parent's common stock issued and outstanding.
All such shares of the Common Stock will be fully paid and nonassessable and the
holders thereof will not be entitled to preemptive rights. See "Description of
Common Stock". Certificates representing shares of Common Stock will be mailed
to the Parent's shareholders about ten days after the effective date of this
Registration Statement.
No certificates or scrip representing fractional shares of Common Stock will be
issued as part of the Distribution. All fractional shares willbe rounded up to
<PAGE>
the nearest whole share and the stockholder who would otherwise be entitled to a
fraction of a share will be issued one full share in lieu thereof.
No holder of the Parent's common stock will be required to submit any
documentation to the Distribution Agent or to pay any cash or other
consideration for the shares of Common Stock received in the Distribution or to
surrender or exchange any shares of the Parent's common stock in order to
receive shares of the Common Stock. The distribution will not affect the number
of, or rights attaching to, outstanding shares of the Parent's common stock.
Listing and Trading of the Common Stock
The Company expects that the Common Stock will initially be traded on the OTC
Bulletin Board upon the effectiveness of the Registration Statement. Shares of
Common Stock distributed to the Parent's shareholders will be freely
transferable, except for shares received by persons who may be deemed to be
"affiliates" of the Company under the Securities Act. Persons who may be deemed
to be affiliates of the Company after the Distribution include individuals or
entities that control, are controlled by or under common control with the
Company, and may include directors and principal executive officers of the
Company, as well as any stockholder owning 5% or more of the total stock issued
and outstanding. Persons who are affiliates of the Company will be permitted to
sell their shares of Common Stock only pursuant to an effective registration
statement under the Securities Act or an exemption from the registration
requirements of the Securities Act which is applicable to them. In addition to
the four individuals listed as directors and executive management of the Company
(See "Management"), Halter Capital Corporation is an affiliate of the Company.
After the Distribution the Company is expected to have approximately 1500
shareholders.
Federal Income Tax Consequences of the Distribution
Millennia , Inc. has received the opinion of Richard H. Braucher, Esq., counsel
to the Company and the Parent, regarding the federal income tax consequences of
the Distribution under the Internal Revenue Code, as amended (the "Code"). The
opinion generally provides as follows:
(i) Each shareholder of the Parent will be considered to have received a taxable
distribution in an amount equal to the fair market value on the Record Date of
the Common Stock received. Such a taxable distribution would be taxed as a
dividend received with respect to the shares of common stock of the Parent then
owned by the shareholder.
(ii) A shareholder's basis in the Common Stock received in the Distribution will
be equal to the fair market value of the Common Stock on the Record Date and the
shareholder's holding period for the Common Stock will begin on the Record Date.
The stockholder's basis in the common stock of the Parent will not be affected
by the Distribution.
(iii) Millennia, Inc will recognize gain, but not loss, in an amount equal to
the difference between the fair market value of the Common Stock distributed and
its basis in that stock.
THE SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE IS FOR GENERAL
INFORMATION ONLY AND MAY NOT BE APPLICABLE TO STOCKHOLDERS WHO ARE NOT CITIZENS
OR RESIDENTS OF THE UNITED STATES OF AMERICA OR WHO ARE OTHERWISE SUBJECT TO
SPECIAL TREATMENT UNDER THE CODE. ALL STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX
ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE DISTRIBUTION TO THEM,
INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND FOREIGN TAXES.
DESCRIPTION OF COMMON STOCK
The Company's Articles of Incorporation authorizes the issuance of 25,000,000
shares of the Common Stock, with no par value. Holders of Common Stock are
entitled to one vote for each share owned on each matter submitted to a vote of
the shareholders. After the closing of this Offering, there will be issued and
outstanding 11,400,000 shares of Common Stock. The Company's Board of Directors
has the legal authority to issue the remaining unissued authorized shares,
without shareholder approval, for any purpose deemed to be in the best interest
of the Company. Shares could be issued to deter or delay a takeover or other
change of control of the Company.
<PAGE>
All outstanding shares of Common Stock of record are fully paid, validly issued
and nonassessable and the holders of Common Stock have no preemptive rights to
subscribe for or to purchase any additional securities issued by the Company.
Upon liquidation, dissolution or winding up of the Company, the holders of
Common Stock are entitled to share ratably in the distribution of assets after
payment of debts and expenses. There are no conversion, sinking fund or
redemption provisions, or any restrictions on alienability with respect to the
Common Stock.
The holders of the Common Stock are entitled to receive dividends, when and if
declared by the Board of Directors, out of funds legally available therefor. See
"Dividend Policy,"
Dividend Policy
The Company has never paid or declared any cash dividend on its Common Stock and
does not intend to pay cash dividends on its Common Stock in the foreseeable
future. The Company presently expects to retain its earnings, if any, to finance
the development and expansion of its business. The payment by the Company of
dividends, if any, on its Common Stock in the future is subject to the
discretion of the Board of Directors and will depend on the Company's earnings,
financial condition, capital requirements and other relevant factors.
Use of Proceeds
The Company will not receive any proceeds from the issuance and distribution of
the shares of Common Stock covered by this Prospectus.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
The following discussion and analysis should be read in conjunction with the
Company's financial statements and the notes associated with them as contained
elsewhere in this document. This discussion should not be construed to imply
that the results discussed herein will necessarily continue into the future or
that any conclusion reached herein will necessarily be indicative of actual
operating results in the future. Such discussion represents only the best
present assessment of management of the Company.
Caution Regarding Forward-Looking Information
This Registration Statement contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the Company
or its management as well as assumptions made by and information currently
available to the Company or management. When used in this document, the words
"anticipate", "believe", "estimate", "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, the forward-looking information should be considered
in light of the accompanying meaningful cautionary statements herein.
Results of Operations
Omni Doors, Inc. (the Company) was incorporated in July 1985 under the laws of
the State of Florida. The Company is a distributor and assembler of industrial
doors and frames in the South Florida region of the United States. Effective
October 1, 1997, in anticipation of filing a Form SB-2 Registration Statement
under the Securities Act of 1933, the Company effected a 114,000 for 1 forward
stock split. This action increased the issued and outstanding shares of Common
Stock from 100 to 11,400,000 as of the effective date.
Net sales approximated $536,000 for the year ended June 30,1997 as compared to
approximately $468,000 for the year ended
<PAGE>
June 30, 1996. In September of 1996, a Metropolitan Dade County Product Control
Notice of Acceptance was received which permitted the Company to sell an
approved exterior door in Dade County, Florida. Because of stringent new
building codes enacted in Dade County, Florida after Hurricane Andrew, certain
building materials are required to be approved by the county officials before
being utillized. The acceptance of one of the Company's products allowed sales
of this product within Dade County, Florida and, along with the overall strong
commercial building climate in the South Florida area, led to the approximately
15% increase in sales.
This Company generated a net loss of approximately $760 for the year ended June
30, 1997. In 1997 the Company was able to pass more direct labor costs on to its
customers than in prior years which led to a reduction in the cost of goods sold
as a percentage of sales from 80.0% to 76.7% for the years ended June 30, 1996
and 1997, respectively. Selling and general and administrative expenses as a
percentage of sales for the Company were relatively consistent with the prior
year.
Capital Resources
The Company does not currently have any material commitments for capital
expenditures and does not anticipate any in the foreseeable future.
Liquidity
The Company currently meets its operating requirements through daily operations;
additionally, its parent company has affirmed its commitment to fund cash and/or
working capital deficiencies, if any, should they occur. Management also is of
the opinion that either future bank financing or equity placements may be
available to provide liquidity in future periods. However, there is no assurance
that such financing or equity placements will be available at amounts or rates
favorable to the Company.
Other Comments
The Company's sales levels generally follow trends in the commercial
construction market and the activity level for new construction in the South
Florida region. Therefore, the Company's operations are subject to economic
conditions and other influences affecting the southeastern part of the United
States. Additionally, the Company's activities historically have not been , and
in the near term are not expected to be, materially affected by inflation or
changing prices in general.
BUSINESS
The Company was incorporated in the State of Florida in 1985. It is still a
small business which has not grown rapidly in volume and has not yet achieved a
record of profitable operations. The Company's business is the distribution and
assembly of industrial doors and frames in the South Florida region. It offers
its products and services to building contractors who construct projects such as
hotels and motels, self storage facilities and various other construction
projects which require industrial doors. Once assembled, the doors are either
delivered to the construction site or picked up by the contractor at the
Company's warehouse.
Customers. No single customer accounts for over 10% of the Company's sales.
However, two customers were responsible for approximately 39% of the Company's
accounts receivable at June 30,1997. Since the Company's products are used in
the construction of commercial buildings, it can file a materialman's lien
against customers and their projects if they do not pay for the Company's
materials and products which are installed in those building projects, thus
lessening the risk of not being paid for its service and products. The Company
anticipates that the market for its products and services is such that, in the
future, it will not be dependent on a single customer for any significant part
of its sales.
Raw Materials. The Company is an authorized distributor for Republic Builders
Products Co. ("Republic"), and consequently purchases the majority of its
unassembled doors from Republic. These unassembled doors, along with the other
materials and supplies used by the Company, are readily available from its
suppliers. While the Company has not experienced, and does not anticipate that
it will experience, any disruption in its relationship with its primary vendor,
any interruption might have a material effect on the financial stability of the
Company. The Company's assembly operation does not require specialized equipment
and the equipment used is readily available from multiple sources.
Employees. As of September 30, 1997, the Company had three full-time employees.
None of the employees is represented by a labor union. The Company believes that
its relations with its employees is satisfactory.
<PAGE>
Competition. The Company's industry is highly competitive. There are other
industrial door distributors which compete with the Company in its trade area
which are larger, better capitalized and have greater sales volume and financial
and human resources. The Company depends for success on its ability to provide
quality service to its customers at competitive prices in order to remain
competitive.
Properties. The Company assembles its doors, and distributes them from, its
warehouse/office facility located in Pembroke Park, Florida. This facility,
which contains approximately 4800 square feet, is leased under an operating
lease agreement which expires in 1999. This lease contains an annual lease
payment escalation clause whereby the monthly rent increases by the greater of
six percent per year or the actual increase in the published consumer price
index. Rent expense under this agreement for the years ended June 30, 1996 and
1997 was $31,632 and $33,530, respectively. For the year ending June 30, 1998
the rent expense should approximate $35,500.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of the Company are as follows:
NAME AGE POSITION
Kevin B. Halter 62 Chairman of the Board, President and
Chief Executive Officer
Kevin B, Halter, Jr. 36 Secretary and Director
James Smith 66 Director
Quentin Gomez 34 Manager of Sales
Kevin B. Halter has served as Chairman of the Board, President and Chief
Executive Officer of the Company since May 1994. Mr. Halter has also served as
President, Chairman of the Board, Chief Executive Officer and a director of
Millennia, Inc., the Company's parent, since June 1994. Mr. Halter has served as
Chairman of the Board of Digital Communications Technology Corporation ("DCT")
since June 1994. From January 1994 until June 1994, he served as Vice Chairman
of the Board of DCT and the Parent. In addition, Mr. Halter has served as
Chairman of the Board and Chief Executive Officer of Halter Capital Corporation,
a privately-held investment and consulting company, since 1987. Kevin B. Halter
is the father of Kevin B. Halter, Jr.
Kevin B. Halter, Jr. has served as Secretary and a director of the Company since
February 1994. Mr. Halter has also served as Vice President, Secretary and a
director of Millennia, Inc., the Company's parent, since January 1994. He has
served as Vice President, Secretary and a director of DCT since January 1994. In
addition, Mr. Halter also serves as Vice President and Secretary of Halter
Capital Corporation. He is the President of Securities Transfer Corporation, a
registered stock transfer company, a position which he has held since 1987.
Kevin B. Halter, Jr. is the son of Kevin B. Halter.
James Smith has served as a director of the Company since September 1997. He has
also served as a director of Millennia, Inc. and Digital Communications
Technology Corporation since March 1995. Mr. Smith has served as President of
Pension Analysis Bureau, Inc., a consulting firm specializing in the
administration of company retirement and profit sharing plans, since 1993. Mr.
Smith served as Vice President of Pension Analysis Bureau, Inc. from 1988 to
1992.
Quentin Gomez has served as Manager of Sales for the Company since February
1990. Previously he was Assistant Manager of Steel Doors and Frames for L.P.
International Company.
<PAGE>
EXECUTIVE COMPENSATION
None of the officers and directors of the Company were compensated in any way
for their service to the Company during the fiscal years ended June 30,1996 and
1997 (although the Company paid management fees totalling $4800 to Millennia,
Inc. for each of the fiscal years ended June 30, 1996 and 1997), except Mr.
Gomez who was paid a salary of $35,000 in each of those fiscal years. No
individual has had or currently has an employment contract with the Company.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of September 30, 1997 with
regard to the beneficial ownership of the Common Stock by (i) each person known
to the Company to be the beneficial owner of 5% or more of its outstanding
shares; (ii) by the officers and directors of the Company individually and (iii)
by the officers and directors as a group.
Name and Address of Beneficial Owner Amount Owned Percent
Millennia, Inc. 11,400,000 (1) 100%
16910 Dallas Parkway, Suite 100 10,831,900 (2) 95%
Dallas, Texas 75248
Kevin B. Halter none 0
Kevin B. Halter, Jr. none 0
James Smith none 0
Quentin Gomez none 0
All Officers and Directors as a Group none 0
(1) pre-distribution
(2) post-distribution
CERTAIN TRANSACTIONS
As in previous years, during fiscal year 1996 the Parent made advances to the
Company for working capital and made various payments on behalf of the Company.
These advances were unsecured, non-interest bearing and repayable upon demand.
During fiscal year 1996, the Parent forgave $172,463 in advances and this
balance was reclassified to contributed capital. The Company paid the Parent
$4800 as management fees for each of the years ended June30, 1996 and 1997.
In April 1995, the Company purchased a truck and borrowed the price from the
Parent, issuing its promissory note in the amount of $19,504 to represent this
debt. This note bears interest at the rate of 9.5% and is payable in monthly
installments of approximately $406 plus accrued interest, with the final payment
being due in April 1999. This note is secured by a lien on the truck.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Richard Braucher, attorney at law.
EXPERTS
The financial statements of the Company for the fiscal year ended June 30, 1996
included herein have been audited by S.W. Hatfield + Associates, certified
public accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm in giving said
report. The financial statements of the Company for the fiscal year ended June
30, 1997 included herein have been audited by Hein + Associates LLP, certified
public accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm in giving said
report.
<PAGE>
ADDITIONAL INFORMATION
Upon completion of this offering, the Company will be subject to the reporting
requirements of the Securities and Exchange Act of 1934, as amended, and in
accordance therewith will file periodic reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.C., Washington, D.C. 20549,
and at the regional offices of the Commission located at 75 Park Place, 14th
Floor, New York, New York, 10007, and Suite 1400, Northwestern Atrium Center,
500 West Madison St., Chicago, Illinois 60661. Copies of such material may be
obtained at prescribed rates from the Public Reference Section of the Commission
at 450 Fifth Street, N.C., Washington, D.C., 20549.
The Company has filed with the Commission a Registration Statement on Form SB-2
under the Securities Act of 1933, as amended, with respect to the Common Stock
covered by this Prospectus. For further information about the Company and the
Common Stock, reference is made to the Registration Statement and to the
financial statements and exhibits filed as a part thereof, copies of which can
be inspected and made at the addresses referenced above. Statements contained in
the Prospectus as to the contents of any contract or any other document are not
necessarily complete and in each instance reference is made to the copy of such
contract or document filed as an exhibit to the Registration Statement, each
such statement being qualified in all respects by such reference.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
The accounting firm of S.W. Hatfield + Associates, C.P.A., the independent
auditors for the Company, was dismissed effective as of December 6, 1996. During
the fiscal year which ended June 30, 1996 and the interim period subsequent
thereto , there have been no disagreements with S.W. Hatfield + Associates,
C.P.A., on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure or any reportable events. The report
of S.W. Hatfield + Associates, C.P.A., on the financial statements for the
fiscal year ended June 30, 1996 contained no adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles.
The Company engaged the accounting firm of Hein + Associates LLP as independent
auditors for the Company, effective as of December 6, 1996. During the fiscal
year ended June 30, 1997 , there have been no disagreements with Hein +
Associates LLP on any matter of accounting principles or practices, financial
statement disclosures, auditing scope or procedure or any reportable events. The
report of Hein+Associates LLP on the financial statements for the fiscal year
ended June 30, 1997 contained no adverse opinion or disclaimer of opinion and
was not qualified or modified as to uncertainty, audit scope or accounting
principles.
Disclosure of Commission Position on Indemnification for Securities Act
Liabilities
The Company's bylaws provide that the Company will indemnify its directors and
officers to the full extent authorized or permitted under Texas law.
Insofar as indemnification for liabilities arising under the Securities Act 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 Commission, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than payment by the registrant of expenses incurred or paid
by a director, officer or controlling person in connection with 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Independent Auditor's Report dated August 8, 1997 F-1
Hein + Associates LLP
Report of Independent Certified Public Accountants F-2
dated August 6, 1996
S. W. Hatfield + Associates
Balance Sheet at June 30, 1997 F-3
Statement of Operations for F-4
years ended June 30, 1997 and 1996
Statement of Changes in Stockholder's Equity F-5
for years ended June 30, 1997 and 1996
Statements of Cash Flows F-6
for years ended June 30, 1997 and 1996
Notes to Financial Statements F-7
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Stockholder
Omni Doors, Inc.
We have audited the accompanying balance sheet of Omni Doors, Inc. ( a
wholly-owned subsidiary of Millennia, Inc.) as of June 30, 1997, and the related
statements of operations, changes in stockholder's equity and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Omni Doors, Inc. as of June 30,
1997, and the results of its operations, and its cash flows for the year then
ended, in conformity with generally accepted accounting principles.
/s/ Hein + Associates LLP
- -------------------------
HEIN + ASSOCIATES LLP
Dallas, Texas
August 8, 1997, except as to Note 8,
which is dated October 1, 1997
F-1
<PAGE>
S. W. HATFIELD + ASSOCIATES
certified public accountants
Members: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholder
Omni Doors, Inc.
We have audited the accompanying statement of operations, consolidated statement
of changes in stockholder's equity and statement of cash flows of Omni Doors,
Inc. (a Florida corporation and a wholly-owned subsidiary of Millennia, Inc.)
for the year ended June 30, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall consolidated financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations of Omni Doors, Inc. and its
cash flows for the year ended June 30, 1996, in conformity with generally
accepted accounting principles.
/s/ S.W. Hatfield + Associates
---------------------------
S. W. HATFIELD + ASSOCIATES
Dallas, Texas
August 6, 1996
Use our past to assist your future sm
P. O. Box 820392 o Dallas, Texas 75382-0392 o 214-342-9635
9236 Church Road, Suite 1040 o Dallas, Texas 75231 o 800-244-0639
214-342-9601 (fax) o [email protected] (e-mail)
F-2
<PAGE>
<TABLE>
<CAPTION>
OMNI DOORS, INC.
(a wholly-owned subsidiary of Millennia, Inc.)
BALANCE SHEET
JUNE 30, 1997
ASSETS
<S> <C>
CURRENT ASSETS:
Cash in bank $ 40,367
Trade accounts receivable, net of allowance for doubtful accounts of $25,000 69,483
Inventory 106,440
Prepaid expenses and other 583
---------
Total current assets 216,873
PROPERTY AND EQUIPMENT:
Vehicle 19,635
Machinery and equipment 13,034
Leasehold improvements 4,193
---------
36,862
Accumulated depreciation (25,432)
Net property and equipment 11,430
OTHER ASSETS 6,107
TOTAL ASSETS $ 234,410
=========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable $ 33,673
Accrued liabilities 10,558
Current maturities of note payable to parent company 4,876
---------
Total current liabilities 49,107
LONG-TERM LIABILITIES -
Note payable to parent company, net of current maturities 4,063
---------
Total liabilities 53,170
COMMITMENTS (NOTE 3)
STOCKHOLDER'S EQUITY:
Common stock - no par value, 25,000,000 shares authorized, 11,400,000 shares
issued and outstanding 55,767
Contributed capital 172,463
Accumulated deficit (46,990)
---------
Total stockholder's equity 181,240
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 234,410
=========
</TABLE>
F-3
See accompanying notes to these financial statements.
<PAGE>
OMNI DOORS, INC.
(a wholly-owned subsidiary of Millennia, Inc.)
STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30,
1997 1996
--------- ---------
NET SALES $ 536,311 $ 467,649
COST OF SALES 411,486 374,740
--------- ---------
GROSS PROFIT 124,825 92,909
OPERATING EXPENSES:
Selling 54,174 49,667
General and administrative 56,248 49,621
Depreciation 4,526 4,851
--------- ---------
TOTAL OPERATING EXPENSES 114,948 104,139
--------- ---------
INCOME (LOSS) FROM OPERATIONS 9,877 (11,230)
INTEREST EXPENSE (1,006) (1,551)
--------- ---------
INCOME (LOSS) BEFORE INCOME TAXES 8,871 (12,781)
INCOME TAX BENEFIT (PROVISION) (9,630) 2,430
--------- ---------
NET LOSS $ (759) $ (10,351)
========= =========
NET LOSS PER SHARE $ (7.59) $ (103.51)
========= =========
F-4
See accompanying notes to these financial statements.
<PAGE>
<TABLE>
<CAPTION>
OMNI DOORS, INC.
(a wholly-owned subsidiary of Millennia, Inc.)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
YEARS ENDED JUNE 30, 1997 AND 1996
<S> <C> <C> <C>
COMMON STOCK CONTRIBUTED ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
---------- ---------- ---------- ---------- ----------
Balances at July 1, 1995 11,400,000 $ 55,767 $ -- $ (35,880) $ 19,887
Forgiveness of advances from parent company -- -- 172,463 -- 172,463
Net loss for the year -- -- -- (10,351) (10,351)
---------- ---------- ---------- ---------- ----------
Balances at June 30, 1996 11,400,000 55,767 172,463 (46,231) 181,999
Net loss for the year -- -- -- (759) (759)
---------- ---------- ---------- ----------
Balances at June 30, 1997 11,400,000 $ 55,767 $ 172,463 $ (46,990) $ 181,240
========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to these financial statements.
F-5
<TABLE>
<CAPTION>
OMNI DOORS, INC.
(a wholly-owned subsidiary of Millennia, Inc.)
STATEMENTS OF CASH FLOWS
<S> <C> <C>
JUNE 30,
1997 1996
------ -----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the year $ (759) $ (10,351)
Adjustments to reconcile net loss to net cash provided (used) by
operating activities:
Depreciation expense 4,526 4,851
Provision for losses on accounts receivable 9,500 4,136
(Increase) Decrease in:
Accounts receivable (7,116) (27,864)
Due from parent and other receivables 2,999 (2,300)
Inventory (680) 18,886
Prepaid expenses and other (18) 334
Deferred tax asset 3,100 (900)
Increase (Decrease) in:
Accounts payable (5,577) 12,773
Accrued liabilities 6,203 (2,422)
Deferred tax liability (770) 770
--------- ---------
Net cash provided (used) by operating activities 11,408 (2,087)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from parent company advances and loans -- 19,882
Repayment of parent company advances and loans (4,877) (31,275)
--------- ---------
Net cash used by financing activities (4,877) (11,393)
--------- ---------
INCREASE (DECREASE) IN CASH 6,531 (13,480)
CASH AND EQUIVALENTS, beginning of year 33,836 47,316
--------- ---------
CASH AND EQUIVALENTS, end of year $ 40,367 $ 33,836
========= =========
SUPPLEMENTAL INFORMATION:
Interest paid for the period $ 1,006 $ 1,590
========= =========
Conversion of advances payable to parent company to
contributed capital $ -- $ 172,463
========= =========
</TABLE>
See accompanying notes to these financial statements.
F-6
<PAGE>
OMNI DOORS, INC.
(a wholly-owned subsidiary of Millennia, Inc.)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES:
Organization and Nature of Operations Omni Doors, Inc. (the Company) was
incorporated on July 19, 1985 as a wholly-owned subsidiary of Millennia,
Inc. (The Parent) under the laws of the State of Florida. The Company
assembles and distributes industrial metal doors in the South Florida
region of the United States. The Company is dependent upon its Parent
company for all necessary working capital financing.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Cash Equivalents
The Company considers cash in banks, and certificates of deposit and other
highly-liquid investments with maturities of three months or less, when
purchased, to be cash equivalents.
Revenue Recognition
Revenue is recognized at the time doors are shipped to the Company's
customers.
Inventory
Inventory consists of purchased doors, related door parts and other
supplies and raw materials necessary to assemble commercial metal doors for
resale. These items are carried at the lower of cost or market using the
first-in, first-out method.
Property and Equipment
Property and equipment are recorded at historical cost. These costs are
depreciated over the estimated useful lives, generally five to seven years,
of the individual assets using the straight-line method.
Expenditures for repairs and maintenance are charged to expense as
incurred. Renewals and betterments which extend the economic life of the
respective asset are capitalized. Gains and losses from disposition of
property and equipment are recognized as incurred and are included in
operations.
Income Taxes
Income taxes are provided for the tax effects of transactions reported in
the financial statements and consist of taxes currently due, if any, plus
net deferred taxes related primarily to differences between the bases of
assets and liabilities for financial and income tax reporting. Deferred tax
assets and liabilities represent the future tax return consequences of
those differences, which will either be taxable or deductible when the
assets and liabilities are recovered or settled. Deferred tax assets
include recognition of operating losses that are available to offset future
taxable income and tax credits that are available to offset future income
taxes. Valuation allowances are recognized to limit recognition of deferred
tax assets where appropriate. The amount of deferred tax assets and
liabilities as of June 30, 1997 are immaterial.
The Company's operating results are included in the consolidated income tax
return of the Company's Parent. The Company calculates income tax expense
or benefits based on the applicable Federal and state income tax rates in
effect at the end of each operating year as a payable to or receivable from
its Parent company.
F-7
<PAGE>
OMNI DOORS, INC.
(a wholly-owned subsidiary of Millennia, Inc.)
NOTES TO FINANCIAL STATEMENTS
Net Loss per Share
Net loss per share is based on the weighted average number of common shares
and equivalents outstanding during the period. For the years ended June 30,
1997 and 1996 the weighted average shares were 100 and there were no common
share equivalents.
2. INVENTORY
Inventory consists of the following components as of June 30, 1997:
1997
----------
Finished goods and purchased product $ 99,777
Raw materials and supplies 6,663
----------
$ 106,440
3. COMMITMENTS
The Company leases office and warehouse facilities under an operating lease
agreement. The lease expires in 1999 and contains an annual lease payment
escalation clause whereby the base monthly rental increases by the greater
of 6.0% per year or the actual increase in the published consumer price
index. Rent expense under this lease agreement for the years ended June 30,
1997 and 1996 was $33,530 and $31,632, respectively.
Aggregate future non-cancelable rental payments under this agreement are as
follows:
Year ending
June 30, Amount
----------- ---------
1998 $ 35,500
1999 24,600
Total $ 60,100
=========
4. RELATED PARTY TRANSACTIONS
The Company's Parent has made advances to the Company and has made various
payments on the Company's behalf. These advances were unsecured,
non-interest bearing and repayable upon demand. During fiscal year 1996,
the Company's Parent forgave $172,463 in advances and this balance was
reclassified to contributed capital.
In April 1995, the Company executed a $19,504 note payable to its Parent
for the purchase of a truck. The note bears interest at 9.5% and is payable
in monthly installments of approximately $406 plus accrued interest. The
final payment is due in April 1999 and is collateralized by the related
truck.
F-8
<PAGE>
OMNI DOORS, INC.
(a wholly-owned subsidiary of Millennia, Inc.)
NOTES TO FINANCIAL STATEMENTS
Future maturities of the note payable are as follows:
Year ending
June 30, Amount
----------- ------
1998 $4,876
1999 4,063
------
Total $8,939
======
The Company paid its Parent $4,800 for management fees for each of the
years ended June 30, 1997, and 1996.
5. EMPLOYEE STOCK OWNERSHIP PLAN
The Parent's Employee Stock Ownership Plan (ESOP) provided retirement
benefits to substantially all the Company's employees. The ESOP, which was
terminated effective July 1, 1996, was a qualified employee benefit plan
exempt from taxation under the Internal Revenue Code of 1986, as amended.
The Company's Parent established the Company's discretionary contribution
to the plan on an annual basis. No contribution was made by the Company
since 1994.
The Parent notified all participants of the ESOP termination and began
distribution of the shares during fiscal year 1997.
6. CONCENTRATIONS OF CREDIT RISK
In the normal course of business, the Company extends unsecured credit to
virtually all of its customers which are located principally in the South
Florida region of the United States. As the Company's products are used
principally in real property construction, the Company has the right to
file materialman's liens against its customers and/or the respective
project where the Company's materials are installed to collateralize its
accounts receivable under the pertinent provisions of the Uniform
Commercial Code and under the State of Florida laws. Two customers
accounted for 39% of the Company's accounts receivable at June 30, 1997.
Because of the credit risk involved, management has provided an allowance
for doubtful accounts that reflects its opinion of amounts which will
eventually become uncollectible.
F-9
<PAGE>
OMNI DOORS, INC.
(a wholly-owned subsidiary of Millennia, Inc.)
NOTES TO FINANCIAL STATEMENTS
7. INCOME TAXES
The components of income tax expense (benefit) for the years ended June 30,
1997 and 1996 are as follows:
1997 1996
------ -------
Federal:
Current $ 6,205 $(1,880)
Deferred 3,425 455
------- -------
9,630 (1,425)
State:
Current -- (420)
Deferred -- (585)
------- -------
-- (1,005)
------- -------
Total $ 9,630 $(2,430)
======= =======
The Company's income tax expense (benefit) for the years ended June 30,
1997 and 1996 differed from the statutory federal rate of 34 percent as
follows:
1997 1996
------ ------
Statutory rate applied to (loss) income before income
taxes $ 3,016 $(3,838)
(Decrease) increase in income taxes resulting from:
State income taxes -- (420)
Change in income taxes recoverable and estimate of
valuation allowance 6,100 (130)
Effect of incremental tax brackets and other 514 1,958
------- -------
Income tax (benefit) expense $ 9,630 $(2,430)
======= =======
8. STOCKHOLDER'S EQUITY
On October 1, 1997, the Company's articles of incorporation were amended to
increase the authorized shares to 25,000,000. In addition, on that date,
the Company increased the number of shares outstanding from 100 to
11,400,000 by means of a forward stock split. These actions have been
reflected in the accompanying financial statements as if they had occurred
as of the earliest period presented.
F-10
<PAGE>
<TABLE>
<S> <C>
No dealer, salesman or any other person has been authorized
to give any information or to make any representation other
than those contained in this Prospectus in connection with
the offering herein contained, and if given or made, such
information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does
not constitute an offer to sell any security other than the
registered securities to which it relates, or an offer to or
solicitation of any person in any jurisdiction in which such
offer or solicitation would be unlawful. Neither the OMNI DOORS, INC.
delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create an implication that
there has been no change in the facts set forth herein since
the date hereof. PROSPECTUS
TABLE OF CONTENTS
568,000 Shares of
Caution Regarding Page
Forward-Looking Information
Prospectus Summary
The Company Common Stock
Risk Factors
Plan of Distribution
Dividend Policy
Use of Proceeds
Management's Discussion and
Analysis of Financial Condition
and Results of Operation
Business
Properties
Directors and Executive Officers
Security Ownership of Beneficial
Owners and Management
Certain Transactions
Legal Matters
Experts
Additional Information
Changes in and Disagreements with
Accountants on Accounting
and Financial Disclosure
Disclosure of Commission
Position on Indemnification
for Securities Liabilities
Index to Financial Statements
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECT
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses of the offering, all of which are to be borne by the
Company, are as follows:
SEC Filing Fee $177.80
Printing Expense $*
Accounting Fees and Expenses $*
Legal Fees and Expenses $*
Blue Sky Fees and Expenses -0-
TOTAL $*
* to be supplied by amendment.
Item 16. Exhibits.
3.1 Articles of Incorporation of the Company
3.2 Bylaws of the Company
4.1 Specimen Certificate of Common Shares, no par value*
5.1 Opinion of Richard Braucher, Esq.*
8.1 Opinion of Richard Braucher, Esq., regarding tax matters*
23.1 Consent of S.W. Hatfield + Associates, C.P.A.
23.2 Consent of Hein + Associates LLP
23.3 Consent of Richard Braucher, Esq
* to be supplied by amendment
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the registration statement:
(a) To include any prospectus required under Section 10(a)(3) of the
Securities Act.
(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or 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.
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
nay material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be anew
registration statement relating tot he securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and had duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Dallas, State of Texas, on the 4th day of November,
1997.
OMNI DOORS, INC.
/s/ Kevin B. Halter November 4. 1997
------------------------------------------------
Kevin B. Halter, Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
The Company and each person whose signature appears below hereby designates and
appoints Kevin B. Halter as its or his attorney-in-fact (the "
Attorney-in-Fact") with full power to act alone, and to execute and in the name
and on behalf of the Company and each person, individually and in the capacity
stated below, any amendments (including post-effective amendments) to this
Registration Statement, which amendments may make such changes in this
Registration Statement as the Attorney-in-Fact deems appropriate, and to file
each such amendment to this Registration Statement together with all exhibits
thereto and any and all documents in connection therewith.
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.
/s/ Kevin B. Halter November 4, 1997
-------------------------------------------------
Kevin B. Halter, Chairman of the Board, President
and Chief Executive Officer
(Principal Executive, Financial and Accounting Officer)
/s/ Kevin B. Halter, Jr., Vice President, November 4, 1997
------------------------------------------------
Kevin B. Halter, Jr., Vice President,
Secretary and Director
/s/ James Smith November 4,1997
------------------------------------------------
James Smith, Director
<PAGE>
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
OMNI DOORS, INC.
ARTICLE I.
The name of this corporation shall be OMNI DOORS, INC.
ARTICLE II.
The corporation is organized for the following purposes:
(a) To purchase real estate, make and purchase materials for the
construction of buildings; to erect buildings; to own, manage, operate, lease
and sell buildings; to conduct and carry on the business of builders and
contractors for the purpose of building, erecting, altering, repairing, or doing
and other work in connection with any and all classes of buildings and
improvements of any kind and nature whatsoever; to enter into contracts and
arrangements of all kinds; to carry on and undertake any business undertaking,
transaction or operation commonly carried on in connection with the
above-described businesses, or calculated directly or indirectly to enhance the
value of or render profitable any of the Company's property or rights; to own,
old, buy, control, work, develop, sell, convey, lease, pledge, maintain,
mortgage, exchange, cultivate, subdivide, improve and otherwise deal in and
dispose of real estate, goods, wares, merchandise and property of any and every
class and description; to borrow and lend money, to own stock in any other
corporation; to evidence and secure its indebtedness and to do any perform any
and all other acts which may be desirable for carrying out the interests,
intents and purposes of this Company.
(b) To carry on business in the United States or elsewhere as factors,
agents, commission merchants or merchants to buy, sell, manipulate and deal in,
at wholesale or retail, merchandise, goods, wares, products and commodities of
every sort, kind or description; to open stores, offices or agencies throughout
the United States or elsewhere; to purchase or otherwise acquire and undertake
all or any part of the business property and liabilities of any persons or
companies; to enter into partnership or into any arrangements for sharing
profits, union interests, reciprocal concessions, or cooperate with any persons
or companies; to transact any and all business lawful under the laws of the
state of Florida or of the United States of America.
ARTICLE III.
The maximum number of shares of stock that this corporation is authorized
to have outstanding at any one time is 25,000,000 shares of common stock with no
par value, no pre-emptive rights, non-assessable. Such shares shall consist of
one class only.
<PAGE>
ARTICLE IV.
This corporation is to exist perpetually.
ARTICLE V.
The street address of the initial registered office of this corporation
shall be 1541 N.W. 15 Street Road, Miami, FL 33125 and the name of the initial
registered agent of this corporation at that address is BRIAN R. McCOMB. The
corporation may have such other places of business, both within and without the
State of Florida, and in foreign countries, as may be necessary and convenient.
ARTICLE VI.
The Board of Directors of this corporation shall consist of not less than 3
members, initially. The number may be increased or diminished from time to time,
but shall never be less than 3.
ARTICLE VII.
The names and post office addresses of the members of the first Board of
Directors who shall hold office for the first year of the corporation's
existence, or until their successors are elected and qualified, are:
<TABLE>
<S> <C>
Office Name Address
President JAMES R. CAVANAUGH 1700 N.W. 67 Ave., #110 Hialeah, FL 30315
Vice President: NONE
Secretary: Joseph A. Agosta 11286 N.W. 14 CT., Pembroke Pines, FL 33026
Treasurer: Joseph A. Agosta 11286 N.W. 14 CT., Pembroke Pines, FL.33026
Chairman of the Board: Donald E. Courtney, 1051 E. 24th St., Hialeah, Fl. 33013
</TABLE>
<PAGE>
ARTICLE VIII.
The management and control of the business of the corporation shall be
conducted under the direction of the Board of Directors by the following
officers who shall be elected by the Board of Directors, to-wit: a president,
one or more vice presidents, a treasurer and a secretary, and/or one or more
assistant secretaries, provided that any one or more of said offices with the
exception of the presidency may be held by the secretary or assistant secretary
of the corporation.
<PAGE>
EXHIBIT 3.2
BYLAWS OF OMNI DOORS, INC.
(a Florida corporation)
ARTICLE I
GENERAL
1.1 GENERAL OFFICES Unless otherwise determined by resolution of the Board
of Directors, the principal office of the Corporation shall be located in the
City of Dallas, County of Dallas, State of Texas. The Corporation may have such
other offices, either within or without the States of Florida and Texas, as the
Board of Directors may determine or as the affairs of the Corporation may
require from time to time.
1.2 REGISTERED OFFICE The Corporation shall have and continuously maintain
in the State of Florida a registered office which may be, but need not be, the
same as the Corporation's principal office in the State of Florida. The address
of the registered office may be changed from time to time by the Board of
Directors.
1.3 REGISTERED AGENT The Corporation shall have and continuously maintain
in both of the states of Florida and Texas, a registered agent, which agent may
be either an individual who resides in said state, or a domestic corporation, or
a foreign corporation authorized to transact business in said state. A
registered agent may be changed from time to time by the Board of Directors.
ARTICLE II
SHAREHOLDERS
2.1 ANNUAL SHAREHOLDERS' MEETINGS An annual meeting of the shareholders
shall be held each year on a day to be selected by the Chairman of the Board of
Directors or the President within six months after the end of the Corporation's
fiscal year, for the purpose of electing Directors and for the transaction of
such other business as may come before the meeting. The annual meeting shall not
be held on a date declared as a legal holiday. If the election of the Directors
shall not be held on the date selected for any annual meeting of Shareholders,
or at any adjournment thereof, the Board of Directors shall cause the election
to be held at a special meeting of the shareholders as soon thereafter as
conveniently may be held.
2.2 SPECIAL MEETINGS Special meetings of the shareholders, for any purpose
or purposes, unless otherwise prescribed by statute or these Bylaws, may be
called by the Chairman of the Board, President, the Board of Directors, or the
holders of not less than 25% of all outstanding shares of the Corporation
entitled to vote at the meeting. Business translated at a special meeting shall
be limited to the purposes state in the notice of the meeting.
2.3 PLACE OF MEETING The Chairman of the Board of Directors or the
President may designate any place, either within or without the State of Texas,
unless otherwise prescribed by statute, as the place of meeting for any annual
meeting or for any special meeting of shareholders. A waiver of notice signed by
all shareholders entitled to vote at a meeting may designate any place, either
within or without the State of Texas, unless otherwise prescribed by statute, as
the place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the principal
office of the Corporation in the State of Texas.
2.4 NOTICE OF MEETING Written or printed notice stating the place, day and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than fifty (50) days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board,
President, the Secretary, or the person(s) calling the meeting, to each
shareholder of record entitled
<PAGE>
to vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States Mail addressed to the shareholder at this
address as it appears on the stock transfer book of the Corporation, with
postage thereon prepaid.
2.5 ACTION WITHOUT MEETING Unless otherwise provided by the Articles of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders, or any action which may be taken at any annual or special
meeting, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be give to those stockholders who have not
consented in writing.
2.6 FIXING THE RECORD DATE For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other proper purpose, the Board
of Directors of the Corporation may fix in advance a date as the record date for
such determination of shareholders, such date in any case to be not more than
fifty (50) days and not less than ten (10) days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or shareholders entitled to
receive payment of a dividend, the date on which notice of the meeting is mailed
or the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this Section,
such determination shall apply to any adjournment thereof.
2.7 VOTING LISTS
A. The officer or agent having charge of the stock transfer books for
shares of the Corporation shall make, at least ten (10) days before each
meeting of shareholders, a complete list of the shareholders entitled to
vote at such meeting or any adjournment thereof, arranged in alphabetical
order, with the address of and the number of shares held by each, which
list, for a period of ten (10) days prior to such meeting, shall be kept at
the registered office of the Corporation or the principal office of the
Corporation, if it be other than the registered office, and shall be
subject to inspection by any shareholder at any time during usual business
hours. Such list shall also be produced and kept open at the time and place
of the meeting and shall be subject to the inspection by any shareholder
during the meeting. The original stock transfer book shall be prima facie
evidence as to who are the shareholders entitled to examine such list or
transfer books or to vote at any meeting of shareholders.
B. Failure to comply with the requirements of this Section shall not affect
the validity of any action taken at such meeting.
C. An officer or agent having charge of the stock transfer books who shall
fail to prepare the list of shareholders or keep the same on file for a
period of ten (10) days, or produce and keep it open for inspection at the
meeting, as provided in this Section, shall be liable to any shareholder
suffering damage on account of such failure, to the extent of such damage.
In the event that such officer or agent does not receive notice of a
meeting of shareholders sufficiently in advance of the date of such meeting
reasonable to enable him or her to comply with the duties prescribed by
this Section, the Corporation, but not such officer or agent, shall be
liable to any shareholder suffering damage on account of such failure, to
the extent of such damage.
2.8 QUORUM OF SHAREHOLDERS The holders of a majority of the shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. The vote of the holders of a
majority of the shares entitled to vote at any meeting of shareholders at which
a quorum is present, shall be the act of that shareholders' meeting, unless the
vote of a greater number is required by law.
2.9 VOTING OF SHARES
A. Each outstanding share, regardless of class, shall be entitled to one
vote on any matter submitted to a vote of the shareholders, except to the
extent that the Articles of Incorporation provide for more or less than one
vote per share or limit or deny voting rights to the holders of the shares
of any class or series, and except as otherwise provided by the General
Corporation Law.
<PAGE>
B. Treasury shares, shares of this Corporation's stock owned by another
corporation, the majority of the voting stock of which is owned or
controlled by this Corporation, and shares of this Corporation's stock held
by this corporation in a fiduciary capacity shall not be voted, directly or
indirectly, at any meeting, and shall not be counted in determining the
total number of outstanding shares at any given time.
C. A shareholder may vote either in person or by a proxy executed in
writing by the shareholder or by the shareholder's duly authorized attorney
in fact. No proxy shall be valid after eleven (11) months from the date of
its execution unless otherwise specifically provided in the proxy. Each
proxy shall be revocable unless expressly provided therein to be
irrevocable and unless otherwise made irrevocable by law.
D. At each election for Directors every shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the
number of shares owned by the shareholder for as many persons as there are
Directors to be elected and for whose election the shareholder has a right
to vote.
2.10 METHOD OF VOTING Voting on any question or in any election shall be by
written ballot.
2.11 RULES OF PROCEDURE To the extent applicable, Robert's Rules of Order
may govern the conduct and procedure at all shareholders' meetings.
2.12 TELEPHONE MEETINGS Subject to the provisions required or permitted by
the General Corporation Law of Texas for notice of meetings, unless otherwise
restricted by the Articles of Incorporation or these Bylaws, shareholders may
participate in and hold a meeting of shareholders, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this Section shall constitute presence in person at such meeting,
except where a person participates in the meeting for the express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.
2.13 CUMULATIVE VOTING Cumulative voting is expressly prohibited by the
Corporation's Articles of Incorporation.
2.14 PRE-EMPTIVE RIGHTS No holder of any stock of the Corporation shall be
entitled as a matter of right to purchase or subscribe for any part of any stock
of the Corporation authorized by the Articles of Incorporation or of any
additional stock of any class to be issued by reason of any increase of the
authorized stock of the Corporation, or of any bonds, certificates of
indebtedness, debentures, warrants, options or other securities convertible into
any class of stock of the Corporation, but any stock authorized by the Articles
of Incorporation or any such additional authorized issue of any stock or
securities convertible into any stock may be issued and disposed of by the Board
of Directors to such persons, firms, corporations or associations for such
consideration and upon such terms and in such manner as the Board of Directors
may in its discretion determine without offering any thereof on the same terms
or on any terms to the shareholders then of record or to any class of
shareholders, provided only that such issuance may not be inconsistent with any
provision of law or with any of the provisions of the Articles on Incorporation.
ARTICLE III
DIRECTORS
3.1 MANAGEMENT The business and affairs of the Corporation shall be managed
by its Board of Directors. Directors need not be residents of Florida or Texas
or shareholders of the Corporation in order to qualify as a director.
3.2 NUMBER The number of directors of the Corporation shall consist of
three members as shall be elected by the shareholders from time to time. The
number of directors may be increased or decreased from time to time by amendment
to this Section of the Bylaws provided that the number shall never be less that
three, but no decrease in the number of directors shall have the effect of
shortening the term of any incumbent director.
<PAGE>
3.3 ELECTION At the first annual meeting of shareholders and at each annual
meeting thereafter, the shareholders shall elect directors to hold office until
the next succeeding annual meeting.
3.4 TERM OF OFFICE Unless removed in accordance with these Bylaws each
director shall hold office for the term for which the director is elected and
until the director's successor shall have been elected and qualified.
3.5 REMOVAL The entire Board of Directors or any director may be removed
from office, either with or without cause, at any special meeting of
shareholders by the affirmative vote of a majority in number of shares of the
shareholders present in person or by proxy at such meeting and entitled to vote
for the election of such director or directors if notice of intention to act
upon the question of removing such director shall have been stated as one of the
purposes for the calling of such meeting and such meeting shall have been called
in accordance with these Bylaws.
3.6 VACANCY
A. Any vacancy occurring in the Board of Directors may be filled in
accordance with paragraph C of this Section or may be filled by the
affirmative vote of a majority of the remaining directors, though less than
a quorum of the Board of Directors. A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office.
B. A directorship to be filled by reason of an increase in the number of
directors may be filled in accordance with paragraph C of this Section or
may be filled by the Board of Directors for a term of office continuing
only until the next election of one or more directors by the shareholders;
provided that the Board of Directors may not fill more than two such
directorships during the period between any two successive annual meetings
of shareholders.
C. Any vacancy occurring in the Board of Directors or any directorship to
be filled by reason of an increase in the number of directors may be filled
by election at an annual or special meeting of shareholders called for that
purpose.
3.7 QUORUM A majority of the number of directors fixed by these Bylaws
shall constitute a quorum for the transaction of business unless a greater
number is required by law or these Bylaws. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors, unless a greater number is required by law or these
Bylaws.
3.8 ANNUAL DIRECTORS' MEETINGS Immediately after the annual meeting of the
shareholders and at the place such meeting of the shareholders has been held,
the Board of Directors shall meet each year for the purpose of electing the
officers of the Corporation and consideration of any other business that may
properly be brought before the meeting. No notice of any kind to either old or
new members of the Board of Directors for this annual meeting shall be
necessary.
3.9 REGULAR MEETINGS The Board of Directors may provide by resolution the
time and place, either within or without the State of Texas, for the holding of
regular meetings without other notice that such resolution.
3.10 SPECIAL MEETINGS Special meetings of the Board of Directors may be
called by the Chairman of the Board , the President or shall be called at the
request of any two members of the Board of Directors and shall be held upon
notice by letter, telegram, or fax, delivered for transmission not later than
during the third business day immediately preceding the day for the meeting, or
by word of mouth, telephone, or radiophone received not later than during the
second business day immediately preceding the day for the meeting. Notice of any
special meeting of the Board of Directors may be waived before or after the time
of the meeting. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the State of
Texas, as the place for holding any special meeting of the Board of Directors
called by them.
3.11 NO STATEMENT OF PURPOSE OF MEETING REQUIRED Neither the business
proposed to be transacted, nor the purpose of any regular or special meeting of
the Board of Directors need be specified in the notice or waiver of notice of
such meeting.
3.12 COMPENSATION By resolution of the Board of Directors, the Directors
may be paid their expenses, if any, of attendance at such meeting of the Board
of Directors, and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director. No such payment shall
preclude any director from serving the Corporationin any other capacity and
receiving compensation therefore.
<PAGE>
3.13 ATTENDANCE AND PRESUMPTION OF ASSENT Attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened. A director who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless that director's dissent shall be
entered in the minutes of the meeting or unless that director shall file a
written dissent to such action with the person acting as the Secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
3.14 EXECUTIVE AND OTHER COMMITTEES The Board of Directors, by resolution
adopted by a majority of the full Board of Directors, may designate from among
its members an Executive Committee and one or more other committees, each of
which, to the extent provided in such resolution or in these Bylaws, shall have
and may exercise all of the authority of the Board of Directors, except that no
such committee shall have the authority of the Board of Directors in reference
to amending the Articles of Incorporation of the Corporation, approving a plan
of merger or consolidation, recommending to the shareholders the sale, lease, or
exchange of all or substantially all of the property and assets of the
Corporation other than in the usual and regular course of the Corporation's
business, recommending to the shareholders a voluntary dissolution of the
Corporation or a revocation thereof, amending, altering, or repealing these
Bylaws or adopting new Bylaws, filling vacancies in the Board of Directors or
any committee, filling any directorship to be filled by reason of an increase in
the number of directors, electing or removing officers or members of any such
committee, fixing the compensation of any member of such committee. No committee
shall have the power or authority to declare a dividend or to authorize the
issuance of shares of the Corporation. The designation of such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law.
3.15 REMOVAL OF COMMITTEE MEMBERS Any member of a committee elected by the
Board of Directors may be removed from said committee, whenever in the judgment
of the Board of Directors the best interests of the Corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of a member of a
committee shall not itself create any contract right.
3.16 WAIVER BY UNANIMOUS CONSENT IN WRITING Any action required or
permitted to be taken at a meeting of the Board of Directors, any Executive
Committee or any other committee of the Board of Directors, may be taken without
a meeting if a consent in writing, setting forth the action so taken is signed
by all of the members of the Board of Directors, the Executive Committee or any
other committee of the Board of Directors, as the case may be, and then
delivered to the Secretary of the Corporation of inclusion in the Minute Book of
the Corporation. Such consent shall have the same force and effect as a
unanimous vote at a meeting, and may be stated as such in any document or
instrument filed with Secretary of State.
3.17 TELEPHONE MEETING Subject to the provisions required or permitted by
the General Corporation Law for notice of meetings, unless otherwise restricted
by the Articles of Incorporation, members of the Board of Directors, or members
of any committee designated by the Board of Directors, may participate in and
hold a meeting of the Board of Directors or that 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 participation in a
meeting pursuant to this Section shall constitute presence in person at such
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.
ARTICLE IV
OFFICERS
4.1 NUMBER The principal officers of the corporation shall consist of a
President, one or more Vice Presidents (the number thereof to be determined by
the Board of Directors), a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers
and agents as may be deemed necessary may be elected or appointed by the Board
of Directors. Any two (2) or more offices may be held by the same person. No
officer need be a shareholder, a director, or a resident of Florida or Texas.
<PAGE>
4.2 ELECTION AND TERM OF OFFICE The officers of the Corporation shall be
elected by the Board of Directors at its annual meeting or as soon thereafter as
conveniently possible. New or vacated offices may be filled at any meeting of
the Board of Directors. The subordinate officers and agents not elected or
appointed by the Board of Directors shall be appointed by the President or any
other principal officer to whom the President shall delegate that authority.
Each officer shall hold office until that officer's successor shall have been
fully elected and shall have qualified or until that officer's death or until
that officer shall resign or shall have been removed in the manner hereafter
provided. Election or appointment of an officer or agent shall not of itself
create contract rights.
4.3 REMOVAL Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the
best interests of the Corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent shall not of itself
create contract rights.
4.4 VACANCIES A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board of Directors
for the unexpired portion of the term as herein provided.
4.5 AUTHORITY Officers and agents shall have such authority and perform
such duties in the management of the Corporation as are provided in these Bylaws
or as may be determined by resolution of the Board of Directors not inconsistent
with these Bylaws.
4.6 PRESIDENT Unless the Board of Directors elects a Chairman of the Board
and designates him as the principal executive officer of the Corporation, the
President shall be the principal executive officer of the Corporation and shall
have general and active management of the business and affairs of the
Corporation. Unless a Chairman of the Board has been elected, the President
shall preside at all meetings of the Shareholders and of the Board of Directors.
The President may sign, with the Secretary or an Assistant Secretary,
certificates for shares of the Corporation, any deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors has authorized to
be executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation, or shall be required by law to be otherwise
signed or executed. The President shall see that all orders and resolutions of
the Board of Directors are carried into effect, and shall perform all duties
incident to the office of President and such other duties as may be prescribed
by the Board of Directors from time to time.
4.7 VICE PRESIDENT In the absence of the President or in the event of the
President's death, inability or refusal to act the Vice President, or in the
event there be more than one Vice President, the Vice Presidents in the order
designated by the Board of Directors or in the absence of any designation then
in the order of their election, shall perform all the duties of the President,
and when so acting shall have all the powers of and be subject to all the
restrictions upon the President. The Vice President shall perform such other
duties as from time to time may be assigned by the Chairman of the Board,
President or by the Board of Directors.
4.8 SECRETARY The Secretary shall keep the minutes of the Shareholders' and
Board of Directors' meetings in appropriate minute books; see that all notices
are duly given in accordance with the provisions of these Bylaws or as required
by law; be custodian of the corporate records and of the seal of the Corporation
and see that the seal of the Corporation is affixed to all documents and
instruments which have been duly executed by this Corporation in accordance the
provision s of these Bylaws or the Articles of Incorporation for this
Corporation or as required or permitted by law; keep a register of the mailing
address for each shareholder as it has been furnished to the Secretary by such
shareholder; sign with the President stock certificates representing shares of
the Corporation, the issue of which shall have been authorized by resolution of
the Board of Directors; have general charge of the stock transfer books of the
Corporation; and in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned by the
Chairman of the Board, President or by the Board of Directors.
4.9 TREASURER The Treasurer shall be the principal financial officer of the
Corporation and shall have charge and custody and be responsible for all funds
and securities of the Corporation; receive and give receipts for monies due and
payable to the Corporation from any source whatsoever, and deposit all such
monies in the name of the Corporation in such banks, trust companies or other
depositories as shall be selected by the Board of Directors; render to the
Chairman of the
<PAGE>
Board, the President and the Board of Directors, whenever the same shall be
required, an account of all transactions as Treasurer and of the financial
condition of the Corporation; if required by the Board of Directors give bond
for the faithful performance of the duties of this office and for the
restoration to the Corporation, in case of the Treasurer's death, resignation,
retirement, or removal from office, of all books, papers, vouchers, money, and
other property of whatever kind in the Treasurer's possession or under his
control belonging to the Corporation; and in general perform all of the duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned by the Chairman of the Board, President or by the Board of
Directors.
4.10 ASSISTANT TREASURER AND ASSISTANT SECRETARY The Assistant Treasurer
shall, if required by the Board of Directors, give bond for the faithful
discharge of his duties in such sums and with such sureties as the Board of
Directors shall determine. The Assistant Secretary as authorized by the Board of
Directors may sign with the President stock certificates representing shares of
the Corporation, the issue of which shall have been authorized by a resolution
of the Board of Directors. The Assistant Treasurer and Assistant Secretary, in
general, shall perform such duties as shall be assigned to them by the Treasurer
or the Secretary, respectively, or by the Board of Directors.
4.11 SALARIES The salaries of the principal 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 the officer is also a director
of the Corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
5.1 CONTRACTS, DEEDS, MORTGAGES AND OTHER DOCUMENTS Subject always to the
specific direction of the Board of Directors, all deeds and mortgages made by
the Corporation and all other written contracts and agreements to which the
Corporation shall be a party shall be executed in its name by the President or
Vice President (or one of the Vice Presidents if there are more than one), and
when requested, the Secretary shall attest to such signatures and affix the
corporate seal to the instruments.
5.2 LOANS No indebtedness shall be contracted on behalf of the Corporation
and no evidence 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.
5.3 CHECKS, DRAFTS, ETC. All checks, drafts, notes, bonds, other orders for
the payment of money, or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
5.4 DEPOSITS All funds of the Corporation not otherwise employed, shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Board of Directors may select.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.1 CERTIFICATES FOR SHARES. The Corporation shall deliver stock
certificates representing all shares to which shareholders are entitled in such
form as may be determined by the Board of Directors. Each certificate
representing shares shall state upon the face thereof that the Corporation is
organized under the laws of the State of Texas; the name of the person to whom
it is issued; the number and class of shares and the designation of the series,
if any, which such certificate represents; the par value of each share
represented by such certificate, and any restrictions or statements required by
law. Such certificates shall be signed by the President or Vice President and
either by the Secretary or Assistant Secretary or such officer or officers as
the Board of Directors shall designate, and may be sealed with the seal of the
Corporation or a facsimile thereof.
<PAGE>
6.2 FACSIMILE SIGNATURES The signatures of the President or Vice President,
Secretary or Assistant Secretary or such officer or officers as these Bylaws or
the Board of Directors of the Corporation shall prescribe upon a certificate may
be facsimiles , if the certificate is countersigned by a transfer agent or
registered by a registrar. In case any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the Corporation
with the same effect as if he or she were such officer at the date of its
issuance.
6.3 ISSUANCE Shares (both treasury and authorized but unissued) may be
issued for such consideration, not less than the par value, f any of such shares
and to such persons as the Board of Directors may determine from time to time.
6.4 SUBSCRIPTIONS Unless otherwise provided in the subscription agreement,
subscriptions for shares, whether made before or after organization of the
Corporation, shall be paid in full at such time or in such installments and at
such times as shall be determined by the Board of Directors. Any call made by
the Board of Directors for payment on subscriptions shall be uniform as to all
shares of the same class or as to all shares of the same series, as the case may
be. Incase of default in the payment on any installment or call when payment is
due, the Corporation may proceed to collect the amount due in the same manner as
any other debt due to the Corporation.
6.5 PAYMENT The consideration paid for the issuance of shares of the
Corporation shall consist of money actually paid, labor or services actually
performed, or property, both tangible and intangible, actually received.
Certificates for shares may not be issued until the full amount of the
consideration, fixed as provided by law, has been paid. When such consideration
shall have been paid to the Corporation or to a corporation of which all of the
outstanding shares of each class are owned by the Corporation, the shares shall
be deemed to have been issued and the subscriber or Shareholder entitled to
receive such issue shall be a Shareholder with respect to such shares, and the
shares shall be considered fully paid and non-assessable. Neither promissory
notes nor the promise of future services shall constitute payment or partial
payment for shares of the Corporation. In the absence of fraud in the
transaction, the judgment of the Board of Directors or the shareholders as the
case may be, as to the value of the consideration received for shares shall be
conclusive.
6.6 LIEN The Corporation shall have a first and prior lien on all shares of
its stock and upon all dividends being declared upon the same for any
indebtedness of the respective holders thereof to the Corporation.
6.7 REPLACEMENT OF LOST OR DESTROYED CERTIFICATES The Board of Directors
may direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost or destroyed, upon the making of an affidavit of fact by the
person claiming that the certificate or certificates representing shares has
been lost or destroyed. When authorizing the issuance of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or the owner's legal representative, to give the
Corporation a bond with a surety or sureties satisfactory to the Corporation
with respect to the certificate or certificates alleged to have been lost or
destroyed.
6.8 TRANSFER OF SHARES Shares of stock shall be transferable only on the
books of the Corporation by the holder thereof in person or by the holder's duly
authorized attorney. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, the Corporation or its transfer agent shall issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
6.9 REGISTERED SHAREHOLDERS The Corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder in fact thereof
and, accordingly, shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof, except as otherwise
provided by law.
<PAGE>
ARTICLE VII
DIVIDENDS AND RESERVES
7.1 DECLARATION AND PAYMENT Subject to provisions contained in the statutes
or the Articles of Incorporation (if any), dividends may be declared by the
Board of Directors at any regular or special meeting and may be paid in cash,
property, or in shares of the Corporation. Such declaration and payment shall be
at the discretion of the Board of Directors.
7.2 RECORD DATE The Board of Directors may fix in advance a record date for
the purpose of determining shareholders entitled to receive payment of any
dividend, such record date to be not more than fifty (50) days and not less than
ten (10) days prior to the payment date of such dividend. In the absence of any
action by the Board of Directors, the date upon which the Board of Directors
adopted the resolution declaring such dividend shall be the record date.
7.3 RESERVES There may be created by resolution of the Board of Directors
out of the earned surplus of the Corporation such reserve or reserves as the
Directors from time to time, in their discretion, think proper to provide for
contingencies, to pay dividends, or to repair or maintain any property of the
Corporation, or for such other purposes as the Directors shall think beneficial
to the Corporation, and the Directors may modify or abolish any such reserve in
the manner in that it was created.
ARTICLE VIII
INDEMNIFICATION
8.1 DEFINITIONS In this Article:
A. "Corporation" includes any domestic or foreign predecessor entity of the
Corporation in a merger, consolidation, or other transaction in which the
liabilities of the predecessor are transferred to the Corporation by
operation of law and in any other transaction in which the Corporation
assumes the liabilities of the predecessor but does not specifically
exclude liabilities that are the subject matter of this Article VIII.
B. "Director" means any person who is or was a director of the Corporation
and any person who, while a director of the Corporation, is or was serving
at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary or
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise.
C. "Expenses" include court costs and attorneys' fees.
D. "Official capacity" means:
(1). When used with respect to a director, the office of director in
the Corporation, and
(2). When used with respect to a person other than a director, the
elective or appointive office in the Corporation held by the officer or the
employment or agency relationship undertaken by the employee or agent in
behalf of the Corporation, but
(3). In both Paragraphs (1) and (2), it does not include service for
any other foreign or domestic corporation or any partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other
enterprise.
E. "Proceeding" means any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, arbitrative, or
investigative, any appeal in such an action, suit, or proceeding, and any
inquiry or investigation that could lead to such an action, suit, or
proceeding.
8.2 POWER TO INDEMNIFY The Corporation may indemnify a person who was, is,
or is threatened to be made a named defendant or respondent in a proceeding
because the person is or was a director only if it is determined in accordance
<PAGE>
with Section 8.6 of this Article that the person:
A. Conducted himself in good faith;
B. Reasonably believed:
(1) In the case of conduct in his official capacity as a director of the
Corporation, that his conduct was in the Corporation's best interests; and
(2) In all other cases, that his conduct was at least not opposed to the
Corporation's best interests; and
C. In the case of any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful.
8.3 LIMITATIONS A director may not be indemnified under Section 8.2 of this
Article for obligations resulting from a proceeding:
A. In which the person is found liable on the basis that personal benefit
was improperly received by him, whether or not the benefit resulted from an
action taken in the person's official capacity; or
B. In which the person is found liable to the Corporation.
8.4 TERMINATION OF A PROCEEDING The termination of a proceeding by a
judgment, order, settlement, or conviction, or on a plea of nolo contendere or
its equivalent is not of itself determinative that the person did not meet the
requirements set forth in Section 8.2 of this Article.
8.5 PROCEEDING BROUGHT BY THE CORPORATION A person may be indemnified under
Section 8.2 of this Article against judgments, penalties, fines, settlements,
and reasonable expenses actually incurred by the person in connection with the
proceeding, but if the proceeding was brought by or in behalf of the
Corporation, the indemnification is limited to reasonable expenses actually
incurred by the person in connection with the proceeding.
8.6 DETERMINATION OF INDEMNIFICATION A determination of indemnification
under Section 8.2 of this Article must be made:
A. By a majority vote of a quorum consisting of directors who at the
time of the vote are not named defendants or respondents in the proceeding,
B. If such a quorum cannot be obtained, by a majority vote of a
committee of the Board of Directors, designated to act in the matter by a
majority vote of all Directors, consisting exclusively of directors who at
the time of the vote are not named defendants or respondents in the
proceeding,
C. By special legal counsel selected by the Board of Directors or a
committee of the Board by vote as set forth in Subsection A or B of this
Section 8.6, or, if such a quorum cannot be obtained and such a committee
cannot be established, by a majority vote of all Directors; or
D. By the shareholders in a vote that excludes the shares held by the
directors who are named defendants correspondents in the proceeding.
8.7 AUTHORIZATION OF INDEMNIFICATION Authorization of indemnification and
determination as to reasonableness of expenses must be made in the same manner
as the determination that indemnification is permissible, except that if the
determination that indemnification is permissible is made by special legal
counsel, authorization of indemnification and determination as to reasonableness
of expenses must be made in the manner specified by Subsection C of Section 8.6
of this Article, for the selection of special legal counsel. A provision
contained in the Articles of Incorporation, these Bylaws, a resolution of
Shareholders or Directors, or an agreement that makes mandatory the
indemnification permitted under Section 8.2 of this Article shall be deemed to
constitute authorization of indemnification in the manner required by this
Section 8.7 even though such provision may not have been adopted or authorized
in the same manner as the determination that indemnification is permissible.
<PAGE>
8.8 INDEMNIFICATION OF A DIRECTOR
A. The Corporation shall indemnify a director against reasonable expenses
incurred by him in connection with a proceeding in which he is named a defendant
or respondent because he is or was a director if he has been wholly successful,
on the merits or otherwise, in the defense of the proceeding.
B. If, in a suit for the indemnification required by Section 8.8 of this
Article, a court of competent jurisdiction determines that the director is
entitled to indemnification under that section, the court shall order
indemnification and shall award to the director the expenses incurred in
securing the indemnification.
C. If, upon application of a director, a court of competent jurisdiction
determines, after giving any notice the court considers necessary, that the
director is fairly and reasonable entitled to indemnification in view of all the
relevant circumstances, whether or not he has met the requirements set forth in
Section 8.2 of this Article or has been adjudged liable in the circumstances
described in Section 8.3 of this Article, the court may order the
indemnification that the court determines is proper and equitable. The court
shall limit indemnification to reasonable expenses if the proceeding is brought
by or in behalf of the Corporation or if the director is found liable on the
basis that personal benefit was improperly received by him, whether or not the
benefit resulted from an action taken in the person's official capacity.
D. Reasonable expenses incurred by a director who was, is or is threatened to be
made a named defendant or respondent in a proceeding may be paid or reimbursed
by the Corporation in advance of the final disposition of the proceeding after:
1. The Corporation receives a written affirmation by the director of his
good faith belief that he has met the standard of conduct necessary for
indemnification under this Article and a written undertaking by or on
behalf of the director to repay the amount paid or reimbursed if it is
ultimately determined that he has not met those requirements; and
2. A determination that the facts then known to those making the
determination would not preclude indemnification under this Article.
E. The written undertaking required by Subsection D of this Section 8.8 must be
an unlimited general obligation of the director but need not be secured. It may
be accepted without reference to financial ability to make repayment.
Determinations and authorizations of payment under Subsection D of this Section
8.8 must be made in the manner specified by Section 8.6 of this Article for
determining that indemnification is permissible.
F. Notwithstanding any other provision of this Article, a Corporation may pay or
reimburse expenses incurred by a director in connection with his appearance as a
witness or other participation in a proceeding at a time when he or is not a
named defendant or respondent in the proceeding.
8.9 INDEMNIFICATION OF OTHERS
A. An officer of the Corporation shall be indemnified as, and to the same
extent, provided by Subsections A, B and C of this Section 8.9 for a director
and is entitled to seek indemnification under those Subsections to the same
extent as a director. The Corporation may indemnify and advance expenses to an
officer, employee, or agent of the Corporation to the same extent that it may
indemnify and advance expenses to directors under this Article.
B. The Corporation may indemnify and advance expenses to persons who are not or
were not officers, employees, or agents of the Corporation but who are or were
serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise to the same
extent that it may indemnify and advance expenses to directors under this
Article.
C. The Corporation may indemnify and advance expenses to an officer, employee,
agent, or person identified in Subsection B of this Section 8.9 and who is not a
director to such further extent, consistent with law, as may be provided by the
Corporation's Articles of Incorporation, Bylaws, general or specific action of
its Board of Directors, or contract or as permitted or required by common law.
8.10 INDEMNITY INSURANCE The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the Corporation or who is or was serving at the request of the
Corporation
<PAGE>
as a director, officer, partner, venturer, proprietor, trustee, employee, agent,
or similar functionary of another foreign or domestic corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan, or other
enterprise, against any liability asserted against him and incurred by him in
such a capacity or arising out of his status as such a person, whether or not
the Corporation would have the power to indemnify him against that liability
under this Article.
8.11 REPORTS TO SHAREHOLDER Any indemnification of or advance of expenses
to a director in accordance with this Article shall be reported in writing to
the shareholders with or before the notice or waiver of notice of the next
shareholders' meeting or with or before the next submission to shareholders of a
consent to action without a meeting pursuant to the General Corporation Law of
Texas and, in any case, within the 12 month period immediately following the
date of the indemnification or advance.
8.12 EMPLOYEE BENEFIT PLANS For the purposes of this Article, the
Corporation is deemed to have requested a director to serve an employee benefit
plan whenever the performance of his duties to the Corporation also imposes
duties on or otherwise involves services by him to the plan or participants or
beneficiaries of the plan pursuant to applicable law. Action taken or omitted by
him with respect to an employee benefit plan in the performance of his duties
for a purpose reasonable believed by him to be in the interest of the
participants and beneficiaries of the plan is deemed to be for a purpose which
is not opposed to the best interests of the Corporation.
ARTICLE IX. MISCELLANEOUS
9.1 LIMITATION OF LIABILITY No person shall be liable to the Corporation
for any loss or damage suffered by it on account of any action taken or omitted
to be taken by that person as a director, officer or employee of the Corporation
in good faith, if, in the exercise of ordinary care, this person:
A. Relied upon financial statements of the Corporation represented to this
person to be correct by the President or the officer of the Corporation having
charge of its books of account, or stated in a written report by an independent
public or certified public accountant or firm of such accountants, fairly to
reflect the financial condition of the Corporation, or considered the
Corporation's assets to be of their book value; or
B. Relied upon the written opinion of an attorney for the Corporation.
9.2 FISCAL YEAR The fiscal year of the Corporation shall be fixed by a
resolution of the Board of Directors.
9.3 SEAL The corporate seal shall be in such form as may be determined by
the Board of Directors. Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
9.4 BOOKS AND RECORDS The Corporation shall keep correct and complete books
and records of account and shall keep minutes of the proceedings of its
shareholders and the Board of Directors, and shall keep at its registered office
or principal place of business, or at the office of its transfer agent or
registrar, a record of its shareholders, giving the names and addressees of all
shareholders and the number and class of the shares held by each. Any books,
records and minutes may be in written form or in any other form capable of being
converted into written form within a reasonable time. Any person who shall have
been a holder of record of shares for at least six (6) months immediately
preceding demand, or shall be the holder of record of at least five percent (5%)
of all the outstanding shares of a corporation, upon written demand stating the
purpose thereof, shall have the right to examine, in person or by agent,
accountant, or attorney, at any reasonable time or times, for any proper
purpose, its relevant books and records of account, minutes and records of
shareholders, and to make copies thereof, all at such persons expense..
9.5 ANNUAL STATEMENT The Board of Directors shall present at each annual
meeting of shareholders a full and clear statement of the business and condition
of the Corporation, including a reasonably detailed balance sheet and income
statement.
9.6 RESIGNATION Any director, officer or agent may resign by giving written
notice to the Chairman of the Board, President or the Secretary. Such
resignation shall take effect at the time specified therein, or immediately if
no time is specified therein. Unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
9.7 AMENDMENT OF BYLAWS These Bylaws may be altered, amended, or repealed
either by unanimous written consent of the Board of Directors, in the manner
stated in Article 3.16 herein, or at any meeting of the Board of Directors at
<PAGE>
which a quorum is present, by the affirmative vote of a majority of the
Directors present at such meeting, provided notice of the proposed alteration,
amendment, or repeal is contained in the notice of such meeting
9.8 INVALID PROVISIONS If any part of these Bylaws shall be held invalid or
inoperative for any reason, the remaining parts, so far as possible and
reasonable, shall be valid and operative.
9.9 HEADINGS The headings used in these Bylaws have been inserted for
administrative convenience only and do not constitute matter to be construed in
their interpretation.
9.10 WAIVER OF NOTICE Whenever any notice is required to be given to any
shareholder or director of the Corporation, a waiver thereof in writing signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be equivalent to the giving of such notice.
9.11 GENDER. Words which import one gender shall be applied to any gender
wherever appropriate and words which import the singular or pluralshal1 be
applied to either the plural or singular wherever appropriate.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use in Form SB-2 Registration Statement under The Securities
Act of 1933 of Omni Doors, Inc. (a Florida corporation) of our report dated
August 6, 1996 on the statement of operations, changes in stockholders' equity
and cash flows of Omni Doors, Inc. for the year ended June 30, 1996,
accompanying the financial statements contained in such Form SB-2 Registration
Statement Under The Securities Act of 1933, and to the use of our name and the
statements with respect to us as appearing under the heading "Experts".
/S/ S.W. Hatfield + Associates
---------------------------
S. W. HATFIELD + ASSOCIATES
Dallas, Texas
November 3, 1997
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
-----------------------------
We consent to the use in the Form SB-2 Registration Statement of Omni Doors,
Inc. of our report dated August 8, 1997 accompanying the financial statements of
Omni Doors, Inc. contaied in such Registration Statement and to the use of our
name and the statements with respect to us, as appearing under the heading
"Experts" in the Registration Statement.
/s/ Hein + Associates LLP
----------------------
HEIN + ASSOCIATES LLP
Certified Public Accountatnt
November 3, 1997
Dallas, Texas
<PAGE>
EXHIBIT 23.3
CONSENT OF ATTORNEY FOR REGISTRANT
The undersigned, as attorney for the registrant, Omni Doors, Inc., hereby
consents to the use in Form SB-2 Registration Statement under The Securities Act
of 1933, as amended, by Omni Doors, Inc. of the legal opinion and tax opinion
rendered by the undersigned and referenced therein and filed as exhibits thereto
and the use of his name in said registration statement.
/S/ Richard Braucher
Dallas, Texas ------------------------
November 4, 1997 Richard Braucher, Esq.
