UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
UNDER SECTION 12(g) of the Securities Exchange Act of 1934
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
NTECH CORPORATION
ITEM 1. DESCRIPTION OF BUSINESS
NTECH Corporation (hereinafter referred to as "NTECH" or the "Company"), is a
development stage company that was incorporated in Delaware on July 29, 1997.
The Company was initially funded through a Regulation 504D offering, and was
listed on the Over-The-Counter Bulletin Board on Dec. 24, 1997 under the
symbol NTEH. Its principal business is the development of enabling technology
products and applications to transition from micro to nano scale for both
miniaturized electrical products and molecularly and atomically assembled
substances. NTECH's primary targeted industry is Nanotechnology or
"micro-miniaturization." Nanotechnology involves the disciplines of chemistry,
physics, biology, electrical engineering, computer science, and material
science.
Microtechnology, which is the prevalent existing scale, is in the order of
magnitude of one-millionth or 10-6, whereas nanotechnology is one-billionth
or 10-9. Within this measurement or "order of magnitude" exists individual
molecules / atoms. The technology to completely manipulate molecules / atoms
has not yet been perfected. Enabling technology being developed by NTECH
should facilitate realization of the efficient processes to assemble and
replicate atoms, hence molecules, which potentially will revolutionize existing
technologies and markets.
Products
NTECH has enabling technology products at different stages of development.
The Company has a patent pending for an optical reader to read invisible
encoded microparticles. These encoded microparticles could potentially be used
for security identification. This microparticle has market potential for use
as a security feature in identification documents (passports, drivers
licenses), stock certificates, bonds, currency, and negotiable instruments
(checks, travelers checks). The Company is also in the process of developing
an electron isolation technology that could effectively destroy pollution
vapors, such as Styrene.
The Company's strategy for marketing and sales will include distributors,
independent representatives and direct sales. The mix of each will vary by
product. Management intends to license the use of the emissions cleaning
processes.
Market Analysis
The existing and prospective growth markets for NTECH's products and process
applications are large dollar volume and, mostly, growing at reasonable to
rapid rates. Management believes its technology driven strategy in
Nanotechnology, combined with the unique, proprietary product features and
capabilities, should secure acceptance in the marketplace.
Research and Development
For the last two fiscal years, the Company has spent approximately $224,000
on research and development activities.
NTECH Corporation has established the Institute of Applied Physics ("IAP"), a
California corporation, to receive grant funding in the fields of
nano-physics, artificial intelligence application development, chemistry,
nanoelectromechanical systems ("NEMS"), microelectromechanical systems
("MEMS"), material sciences and other collective, scientific development of
enabling technologies to Nanotechnology.
IAP will also conduct portions of NTECH's long term research and development
programs, which will facilitate the commercialization of advanced products in
the field.
Competition
The level and size of competition the Company faces varies by targeted market
Segments. Many of the Company's competitors are more established, benefit
from market recognition and have greater financial, production and / or
marketing resources than NTECH.
ITEM 2. DESCRIPTION OF PROPERTY
The Company has an office in Los Angeles, California. As of December 31, 1999,
the Company did not own any real property.
ITEM 3. LEGAL PROCEEDINGS
On June 16, 1999, the Company filed suit (Case No. 813370-6) in the Superior
Court for the State of California, County of Alameda, against a former Officer
and Director, Ezekiel Kruglick, for Trade Secret Misappropriation, Conversion,
Fraud, Breach of Contract and Breach of Fiduciary Duty. The suit involves
NTECH Corporation, a Delaware Corporation, Plaintiff, versus Ezekiel Kruglick
and DOES 1-10, inclusive, Defendants.
The Company has sought the following relief:
a. A temporary restraining order to be followed by a preliminary injunction
during the pendency of this action and a permanent injunction thereafter,
restraining and enjoining Defendant Kruglick and all those acting in concert or
participation with him from using or disclosing Plaintiff's Confidential
Information.
b. An order requiring Defendant Kruglick to forthwith turn over to Plaintiff
any tangible document or thing in whatever form in Defendant's possession,
custody or control which contains Plaintiff's Confidential Information,
including but not limited to all documents and things relating to his research
and development of StuffDust, CMOS switches, voltage conversion devices and
micro-relay switches.
c. An order requiring Defendant Kruglick to forthwith transfer and return to
NTECH all NTECH stock held by Defendant for services not provided to NTECH.
d. An award of damages in an amount to be determined by the trier of fact.
e. An order of punitive damages in an amount to be assessed by the trier of
fact.
ITEM 4. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
The registrant's securities are traded on the Over-The-Counter Bulletin Board
(OTC-BB) operated by the National Association of Securities Dealers, Inc.
under the symbol NTEH. The registrant's securities began trading on the OTC-
BB on December 24, 1997.
Holders
As of 12/31/1999, there were 85 shareholders of Common Stock in the Company,
and 12,931,500 shares of Common Stock outstanding.
Dividends
There have been no cash dividends declared on any shares of common equity in
the Company since the inception of the Company to present.
ITEM 5. DESCRIPTION OF SECURITIES
Common Stock
Warrants - At present, there are no outstanding warrants to purchase equity
in the Company.
Options - At present, there are no options outstanding that can be exercised
to purchase equity in the Company.
Convertible Stock - At present, there is no convertible stock.
Selling Security Holders - There are no securities to be registered for the
account of any security holders.
Except as otherwise provided by the Company's Certificate of Incorporation or
By-Laws, at every meeting of the stockholders each stockholder shall be
entitled to one vote for each share of voting stock standing in his name on
the books of the corporation on the record date for the meeting.
IMPORTANT INFORMATION ON PENNY STOCKS
Generally, penny stock is a security that:
Is priced under five dollars;
Is NOT traded on a national stock exchange or on NASDAQ (the NASD's automated
quotation system for actively traded stocks);
May be listed in the "pink sheets" or the NASD OTC Bulletin Board;
Is issued by a company that has less than $5 million in net tangible assets
and has been in business less than three years, by a company that has under $2
million in net tangible assets and has been in business for at least three
years, or by a company that has revenues of $6 million for 3 years.
FOR MORE INFORMATION ABOUT PENNY STOCKS, contact the Office of Filings,
Information, and Consumer Services of the U.S. Securities and Exchange
Commission, 450 Fifth Street, NW., Washington, DC 20549, (202) 272-7440. For
detailed information on Penny Stocks, please refer to General Rules and
Regulations promulgated under the Securities Exchange Act of 1934, Rule 15g-1
through 15g-6.
ITEM 6. PLAN OF OPERATION
RESULTS OF OPERATIONS
The Company incurred a loss of ($246,820) for the period ending December 31,
1999. For the next twelve months, the Company plans to raise additional
capital to sustain its operations and research and development by continuing to
issue restricted shares of Common Stock for cash, including but not limited to
the issuance of shares in a Private Placement Memorandum. The Company will use
the additional capital raised to further the development of its optical reader
and electron isolation technology. At this time, the Company does not foresee
any significant changes in the number of employees.
ITEM 7. FINANCIAL STATEMENTS
The selected financial data presented below has been derived from the internal
financial statements of the Company and are unaudited. The following table
summarizes certain financial information and should be read in conjunction with
"PLAN OF OPERATION" and the Financial Statements and related notes included
elsewhere in this Registration Statement. The information below may not be
indicative of the Company's future results of operations.
<TABLE>
<S> <C>
Dec. 31, 1999
Statement of Operations Data:
Revenue 0
Operating Expenses 247,137
Net Loss (246,820)
Net Loss Per Share (.019)
Balance Sheet Data:
Current Assets 563
Total Assets 172,211
Total Stockholders Equity 172,211
</TABLE>
CASH CONTRIBUTIONS
Upon organization of the Company, there was an initial $350 paid in capital.
In exchange for these funds, the Company issued 4,500,000 shares to the
founders which were disbursed as follows:
<TABLE>
<S> <C>
Gain Integrated Systems, Inc.(1) 2,430,000 shares
Thomas P. McCarthy 450,000 shares
Ezekiel Kruglick 1,620,000 shares(2)
(1) Susan Brana is the owner of record
(2) Shares have been rescinded
</TABLE>
The following is a list of cash contributions made by officers, directors,
promoters and affiliated persons made subsequent to the organization of the
Company, and made for the purpose of acquiring common equity in the Company:
<TABLE>
<S> <C> <C>
Shareholder Cash Contribution No. of Shares Issued
Gain Integrated
Systems, Inc. (1) $148,000 1,305,000
(1) Susan Brana is the owner of record
</TABLE>
ITEM 8. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
DIRECTORS
Susan Brana; 46 years old; Chairman of the Board since July 1997
Susan Brana is an entrepreneur in technology companies. Ms. Brana also has
broad experience in securities compliance and commercial / investment
banking. She has been with NTECH (founder) for the past three years, and was
the owner / operator of Alt Capital, a broker dealer in Los Angeles, for the
three years prior to founding NTECH.
Thomas McCarthy; 31 years old; Director since July 1997
Mr. McCarthy is a software developer and web page designer. He has been with
NTECH (founder) for the past three years. Prior to that, he was the
President of Minus 9, Inc., a company involved in the development of
nanotechnologies, for two years.
Alan Cade; 43 years old; Director since December 1998.
Alan Cade has been with Dugan & Associates, a highly regarded construction
management company in Los Angeles, CA., for over 10 years, and is currently the
Senior Vice President with them.
EXECUTIVE OFFICERS
Mark Kaeller has been with NTECH for two years. He has ten years of commercial
banking management and operations experience. Prior to his work with NTECH,
Mr. Kaeller was an A.V.P. at Sanwa Bank for one year and an A.V.P. at Wells
Fargo Bank for two and a half years.
SIGNIFICANT EMPLOYEES
There are no other employees to mention that will make a significant
contribution to the Company at this time.
ITEM 9. EXECUTIVE COMPENSATION
Following is the amount of cash and stock compensation for executives of the
Company since inception through June 30, 1999.
Thomas McCarthy - 500,000 shares
Mark Kaeller - 600,000 shares
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
</CAPTION>
<S> <C> <C> <C>
Name and Restricted
Principle Position Years Salary Stock Awards
Thomas McCarthy 1997-9 $0 500,000 shares
Executive Vice President,
Chief Information Officer
Mark Kaeller 1997-9 $0 600,000 shares
Executive Vice President,
Chief Operating Officer
</TABLE>
ITEM 10. SECURITY OWNERSHIP INTEREST OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth the Common Stock ownership of each person
known by the company to be the beneficial owner of five percent or more of the
Company's Common Stock, each director individually, and all officers and
directors of the Company as a group. Each person has sole voting and
investment power with respect to the shares of Common Stock shown, and all
ownership is of record and beneficial.
<TABLE>
<S> <C> <C> <C>
Title Name and address Amount and nature Percent
Of Class of beneficial owner of beneficial ownership Of Class
Common Gain Integrated 6,521,466 50.43%
Stock Systems, Inc.(1)
1015 Gayley Ave.
No. 387
Los Angeles, CA. 90024
Common Thomas McCarthy 1,400,000 10.83%
Stock 163 N. Marengo Ave.
No. 217
Pasadena, CA. 91101
Common Alan Cade 410,000 3.17%
Stock 15445 Ventura Blvd.
No. 273
Sherman Oaks, CA. 91403
All Officers
And Directors
As A Group 8,931,466 69.07%
</TABLE>
ITEM 11. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CONTACTS
Transfer Agent
Interwest Transfer Company, Inc.
Kristi Kunz
P.O. Box 17136
1981 E. 4800 S.
Suite 100
Salt Lake City, UT. 84117-5126
(801) 272-9294 Tel.
(801) 277-3147 Fax
Market Maker
Sierra Brokerage
Merv Roland or Jeff Richardson
2000 Bethel Rd.
Columbus, OH. 43220
(614) 442-9400 Tel.
(614) 442-9486 Fax
Certified Public Accountant
Kevin G. Breard, CPA, An Accountancy Corporation
9010 Corbin Ave.
Suite 7
Northridge, CA. 91324
(818) 886-0940 Tel.
(818) 886-1924 Fax
RECENT SALES OF UNREGISTERED SECURITIES
Since inception through December 31, 1999, pursuant to Reg. 504 of the
Securities Act of 1933, the Company has issued 6,125,650 shares of Common Stock
for a total of $332,924. With respect to these shares of Common Stock issued
by the Company, the Company believes that these transactions did not involve
any public offering, in as much as all these shares were issued to the
Company's Officers, Directors and others, who purchased the shares for
investment purposes only and not with a view to further public distribution.
Further, no commissions were paid to any persons in connection with such sales,
no advertising of any nature was made in connection with the sale of said
shares, all Company information was made available to said purchasers, and said
purchasers were required to execute a subscription agreement restating the
aforementioned, among other things. Accordingly, the Company believes that the
aforementioned transactions were exempt from registration pursuant to Section
4(2) of the Securities Act of 1933, as amended.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation states the following:
"No director of the corporation shall have personal liability to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, provided that this provision shall not eliminate or limit
the liability of a director (a) for any breach of the director's duty or
loyalty to the corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the Delaware Corporation Law, or (d) for any
transaction from which the director derived an improper personal benefit."
The Company's By-Laws, Section IX, .01 states the following:
"The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a Director,
Trustee, Officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a Director, Trustee, Officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgment, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in such a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful."
/s/ SUSAN M. BRANA
Susan M. Brana
Chairman of the Board of Directors
March 17, 2000
The following financial data is for the period ending 12/31/99 and is unaudited
from the Company's internal records. The information below may not be
indicative of the Company's future results of operations.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001049135
<NAME> NTECH CORPORATION
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> DEC-31-1999
<CASH> 563
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 563
<PP&E> 171,648
<DEPRECIATION> 0
<TOTAL-ASSETS> 172,211
<CURRENT-LIABILITIES> 2,000
<BONDS> 0
0
0
<COMMON> 1,293
<OTHER-SE> 168,918
<TOTAL-LIABILITY-AND-EQUITY> 172,211
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 247,137
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (246,820)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (246,820)
<EPS-BASIC> (.019)
<EPS-DILUTED> (.019)
EXHIBIT NAME
BY-LAWS
CERTIFICATE OF INCORPORATION
BY-LAWS
OF
NTECH CORPORATION
I. SHAREHOLDER'S MEETING
.01 Annual Meetings.
The annual meeting of the shareholders of this Corporation for the purpose of
election of Directors and for such other business as may come before it, shall
be held at the registered office of the Corporation, or such other places,
either within or without the State of Delaware, as may be designated by the
notice of the meeting, on the second week in July of each and every year, at
1:00 p.m., commencing in 1998, but in each case such day shall be a legal
holiday, the meeting shall be held at the same hour and place on the next
succeeding day not a holiday.
.02 Special Meeting.
Special meetings of the shareholders of this Corporation may be called at any
time by the holders of ten percent (10%) of the voting shares of the
Corporation, or by the president, or by the Board of Directors or a majority
thereof. No business shall be transacted at any special meeting of
shareholders except as is specified in the notice calling for said meeting.
The Board of Directors may designate any place, either within or without the
State of Delaware, as the place of any special meeting called by the president
or the Board of Directors, and special meetings called at the request of
shareholders shall be held at such place in the State of Delaware, as may be
determined by the Board of Directors and placed in the notice of such meeting.
.03 Notice of Meeting.
Written notice of annual or special meetings of shareholders 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 given by the secretary or
persons authorized to call the meeting to each shareholder of record entitled
vote at the meeting. Such notice shall be given not less than ten (10) nor
more than fifty (50) days prior to the date of the meeting, and such notice
shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his/her address as it appears on the stock
transfer books of the Corporation.
.04 Waiver of Notice.
Notice of the time, place, and purpose of any meeting may be waived in writing
and will be waived by any shareholder by his/her attendance thereat in person
or by proxy. Any shareholder so waiving shall be bound by the proceedings of
any such meeting in all respects as if due notice thereof had been given.
.05 Quorum and Adjourned Meetings.
A majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. A majority of the shares represented at a meeting, even if less
than a quorum, may adjourn the meeting from time to time without further
notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. The shareholder present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
.06 Proxies.
At all meetings of shareholders, a shareholder may vote by proxy executed in
writing by the shareholder or by his/her duly authorized attorney in fact.
Such proxy shall be filed with the secretary of the Corporation before or at
the time of the meeting. No proxy shall be valid after eleven (11) months from
the date of its execution, unless otherwise provided in the proxy.
.07 Voting of Shares.
Except as otherwise provided in the Articles of Incorporation or in these
Bylaws, every shareholder of record shall have the right at every shareholder's
meeting to one (1) vote for every share standing in his/her name on the books
of the Corporation, and the affirmative vote of a majority of the shares
represented at a meeting and entitled to vote thereat shall be necessary for
the adoption of a motion or for the determination of all questions and business
which shall come before the meeting.
II. DIRECTORS
.01 General Powers.
The business and affairs of the Corporation shall be managed by its Board of
Directors.
.02 Number, Tenure and Qualifications.
The number of Directors of the Corporation shall be not less than one nor more
than five. Each director shall hold office until the next annual meeting of
shareholders and until his/her successor shall have been elected and qualified.
Directors need not be residents of the State of Delaware or shareholders of the
Corporation.
.03 Election.
The Directors shall be elected by the shareholders at their annual meeting each
year; and if, for any cause the Directors shall not have been elected at an
annual meeting, they may be elected at a special meeting of shareholders called
for that purpose in the manner provided by these Bylaws.
.04 Vacancies.
In case of any vacancy in the Board of Directors, the remaining Director,
whether constituting a quorum or not, may elect a successor to hold office for
the unexpired portion of the terms of the Director whose place shall be vacant,
and until his/her successor shall have been duly elected and qualified.
.05 Resignation.
Any Director may resign at any time by delivering written notice to the
secretary of the Corporation.
.06 Meetings.
An any annual, special or regular meeting of the Board of Directors, any
business may be transacted, and the Board may exercise all of its powers. Any
such annual, special or regular meeting of the Board of Directors of the
Corporation may be held outside of the State of Delaware, and any member or
members of the Board of Directors of the Corporation may participate in any
such meeting by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other at the same time; the participation by such means shall constitute
presence in person at such meeting.
A. Annual Meeting of Directors.
Annual meetings of the Board of Directors shall be held immediately after the
annual shareholders' meeting or at such time and place as may be determined by
the Directors. No notice of the annual meeting of the Board of Directors shall
be necessary.
B. Special Meetings.
Special meetings of the Directors shall be called at any time and place upon
the call of the president or any Director. Notice of the time and place of
each special meeting shall be given by the secretary, or the persons calling
the meeting, by mail, radio, telegram, or by personal communications by
telephone or otherwise at least one (1) day in advance of the time of the
meeting. The purpose of the meeting need not be given in the notice. Notice
of any special meeting may be waived in writing or by telegram (either before
or after such meeting) and will be waived by any Director in attendance at such
meeting.
C. Regular Meetings of Directors.
Regular meetings of the Board of Directors shall be held at such place and on
such day and hour as shall from time to time be fixed by resolution of the
Board of Directors. No notice of regular meetings of the Board of Directors
shall be necessary.
.07 Quorum and Voting.
A majority of the Directors presently in office shall constitute a quorum for
all purposes, but a lesser number may adjourn any meeting, and the meeting may
be held as adjourned without further notice. At each meeting of the Board at
which a quorum is present, the act of a majority of the Directors present at
the meeting shall be the act of the Board of Directors. The Directors present
at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough Directors to leave less
than a quorum.
.08 Compensation.
By resolution of the Board of Directors, the Directors may be paid for their
expenses, if any, of attendance at each 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 a Director. No such payment shall preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor.
.09 Presumption of Assent.
A Director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action unless his/her dissent shall be entered in the
minutes or unless he/she shall file his/her written dissent to such action with
the person acting as the secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the secretary of
the Corporation immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a Director who voted in favor of such action.
.10 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, shall have the authority of the Board of Directors, in reference to
amending the Articles of Incorporation, adopting a plan of merger or
consolidation, recommending to the shareholders the sale, lease, exchange, or
other disposition of all or substantially all the property and assets of the
dissolution of the Corporation or a revocation thereof, designation of any such
committee and the delegation thereto of authority shall not operate to relieve
any member of the Board of Directors of any responsibility imposed by law.
.11 Chairman of Board of Directors.
The Board of Directors may, in its discretion, elect a chairman of the Board of
Directors from its meetings; and, if a chairman has been elected, he/she shall,
when present, preside at all meetings of the Board of Directors and the
shareholders and shall have such other powers as the Board may prescribe.
.12 Removal.
Directors may be removed from office with or without cause by a vote of
shareholders holding a majority of the shares entitled to vote at an election
of Directors.
III. ACTIONS BY WRITTEN CONSENT
Any corporate action required by the Articles of Incorporation, Bylaws, or the
laws under which this Corporation is formed, to be voted upon or approved at a
duly called meeting of the Directors or shareholders may be accomplished
without a meeting if a written memorandum of the respective Directors or
shareholders, setting forth the action so taken, shall be signed by all the
Directors or shareholders, as the case may be.
IV. OFFICERS
.01 Officers Designated.
The Officers of the Corporation shall be 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 as may be deemed
necessary may be elected or appointed by the Board of Directors. Any Officer
may be held by the same person, except that in the event that the Corporation
shall have more than one Director, the offices of the president and secretary
shall be held by different persons.
.02 Election, Qualification and Term of Office.
Each of the Officers shall be elected by the Board of Directors. None of said
Officers except the president need be a Director, but a vice president who is
not a Director cannot succeed to or fill the office of president. The Officers
shall be elected by the Board of Directors. Except as hereinafter provided,
each of said Officers shall hold office from the date of his/her election until
the next annual meeting of the Board of Directors and until his/her successor
shall have been duly elected and qualified.
.03 Powers and Duties.
The powers and Duties of the respective corporate Officers shall be as follows:
A. President.
The president shall be the Chief Executive Officer of the Corporation and,
subject to the direction and control of the Board of Directors, shall have
general charge and supervision over its property, business, and affairs.
He/she shall, unless a Chairman of the Board of Directors has been elected and
is present, preside at the meetings of the shareholders and the Board of
Directors.
B. Vice President.
In the absence of the president or his/her inability to act, the senior vice
president shall act in his place and stead and shall have all the powers and
authority of the president, except as limited by resolution of the Board of
Directors.
C. Secretary.
The secretary shall:
1. Keep the minutes of the shareholder's and the Board of Directors meetings in
one or more books provided for that purpose;
2. See that all notices are duly given in accordance with the provisions of
these Bylaws or as required by law;
3. Be custodian of the corporate records and of the seal of the Corporation and
affix the seal of the Corporation to all documents as may be required;
4. Keep a register of the post office address of each shareholder which shall
be furnished to the secretary by such shareholder;
5. Sign with the president, or a vice president, certificates for shares of the
Corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors;
6. Have general charge of the stock transfer books of the corporation; and,
7. In general perform all duties incident to the office of secretary and such
other duties as from time to time may be assigned to him/her by the president
or by the Board of Directors.
D. Treasurer.
Subject to the direction and control of the Board of Directors, the treasurer
shall have the custody, control and disposition of the funds and securities of
the Corporation and shall account for the same; and, at the expiration of
his/her term of office, he/she shall turn over to his/her successor all
property of the Corporation in his/her possession.
E. Assistant Secretaries and Assistant Treasurers.
The assistant secretaries, when authorized by the Board of Directors, may sign
with the president or a vice president certificates for shares of the
Corporation the issuance of which shall have been authorized by a resolution of
the Board of Directors. The assistant treasurers shall, respectively, if
required by the Board of Directors, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the Board of Directors
shall determine. The assistant secretaries and assistant treasurers, in
general, shall perform such duties as shall be assigned to them by the
secretary or the treasurer, respectively, or by the president or the Board of
Directors.
.04 Removal.
The Board of Directors shall have the right to remove any Officer whenever in
its judgment the best interest of the Corporation will be served thereby.
.05 Vacancies.
The Board of Directors shall fill the office which becomes vacant with a
successor who shall hold office for the unexpired term and until his/her
successor shall have been duly elected and qualified.
.06 Salaries.
The salaries of all Officers of the Corporation shall be fixed by the Board of
Directors.
V. SHARE CERTIFICATES.
.01 Form and Execution of Certificates.
Certificates for shares of the Corporation shall be in such form as is
consistent with the provisions of the Corporation laws of the State of
Delaware. They shall be signed by the president and by the secretary, and the
seal of the Corporation shall be affixed thereto. Certificates may be issued
for fractional shares.
.02 Transfers.
Shares may be transferred by delivery of the certificates therefor,
accompanied either by an assignment in writing on the back of the certificates
or by a written power of attorney to assign and transfer the same signed by the
record holder of the certificate. Except as otherwise specifically provided in
these Bylaws, no shares shall be transferred on the books of the Corporation
until the outstanding certificate thereof has been surrendered to the
Corporation.
.03 Loss or Destruction of Certificates.
In case of loss or destruction of any certificate of shares, another may be
issued in its place upon proof of such loss or destruction and upon the giving
of a satisfactory bond of indemnity to the Corporation. A new certificate may
be issued without requiring any bond, when in the judgment of the Board of
Directors it is proper to do so.
VI. BOOKS AND RECORDS.
.01 Books of Accounts, Minutes and Share Register.
The Corporation shall keep complete books and records of accounts and minutes
of the proceedings of the Board of Directors and shareholders and shall keep at
its registered office, principal place of business, or at the office of its
transfer agent or registrar a share register giving the names of the
shareholders in alphabetical order and showing their respective addresses and
the number of shares held by each.
.02 Copies of Resolutions.
Any person dealing with the Corporation may rely upon a copy of any of the
records of the proceedings, resolutions, or votes of the Board of Directors or
shareholders, when certified by the president or secretary.
VII. CORPORATE SEAL.
The following is an impression of the corporate seal of this Corporation:
VIII. LOANS.
Generally, no loans shall be made by the Corporation to its Officers or
Directors, unless first approved by the holder of two-thirds of the voting
shares, and no loans shall be made by the Corporation secured by its shares.
Loans shall be permitted to be made to Officers, Directors and employees of the
Company for moving expenses, including the cost of procuring housing. Such
loans shall be limited to $25,000.00 per individual upon unanimous consent of
the Board of Directors.
IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
.01 Indemnification.
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that such person is or was a Director,
Trustee, Officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a Director, Trustee, Officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees), judgment, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed
to the best interests of the Corporation, and with respect to any criminal
action or proceeding, had no reasonable cause to believe such person's conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which such person reasonably believed to be
in or not opposed to the best interests of the Corporation, and with respect to
any criminal action proceeding, had reasonable cause to believe that such
person's conduct was unlawful.
.02 Derivative Action.
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in the
Corporation's favor by reason of the fact that such person is or was a
Director, Trustee, Officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a Director, Trustee, Officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorney's fees) and amount paid
in settlement actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person acted in
good faith and in such a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to amounts
paid in settlement, the settlement of the suit or action was in the best
interests of the Corporation; provided, however, that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for gross negligence or willful misconduct in
the performance of such person's duty to the Corporation unless and only to the
extent that, the court in which such action or suit was brought shall determine
upon application that, despite circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as such court shall deem
proper. The termination of any action or suit by judgment or settlement shall
not, of itself, create a presumption that the person did not act in good faith
and in a manner which such person reasonably believed to be in or not opposed
to the best interests of the Corporation.
.03 Successful Defense.
To the extent that a Director, Trustee, Officer, employee or Agent of the
Corporation has been successful on the merits or otherwise, in whole or in part
in defense of any action, suit or proceeding referred to in Paragraphs .01 and
.02 above, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorney's fees) actually and
reasonably incurred by such person in connection therewith.
.04 Authorization.
Any indemnification under Paragraphs .01 and .02 above (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the Director, Trustee, Officer,
employee or agent is proper in the circumstances because such person has met
the applicable standard of conduct set forth in Paragraphs .01 and .02 above.
Such determination shall be made (a) by the Board of Directors of the
Corporation to such action, suit or proceeding, or (b) if such a quorum is not
obtainable, by a majority vote of the Directors who were not parties to such
action, suit or proceeding, or (c) by independent legal counsel (selected by
one or more of the Directors, whether or not a quorum and whether or not
disinterested) in a written opinion, or (d) by the Shareholders. Anyone making
such a determination under this Paragraph .04 may determine that a person has
met the standards therein set forth as to some claims, issues or matters but
not as to others, and may reasonably prorate amounts to be paid as
indemnification.
.05 Advances.
Expenses incurred in defending civil or criminal action, suit or proceeding
shall be paid by the Corporation, at any time or from time to time in advance
of the final disposition of such action, suit or proceeding as authorized in
the manner provided in Paragraph .04 above upon receipt of an undertaking
by or on behalf of the Director, Trustee, Officer, employee or agent to repay
such amount unless it shall ultimately be by the Corporation is authorized in
this Section.
.06 Nonexclusivity.
The indemnification provided in this Section shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any law,
bylaw, agreement, vote of shareholders or disinterested Directors or otherwise,
both as to action in such person's official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a Director, Trustee, Officer, employee or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
.07 Insurance.
The Corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a Director, Trustee, Officer, employee or
agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, Trustee, Officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
any liability assessed against such person in any such capacity or arising out
of such person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability.
.08 "Corporation" Defined.
For purposes of this Section, references to the "Corporation" shall include, in
addition to the Corporation, a constituent Corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had the power and authority to
indemnify its Directors, Trustees, Officers, employees or agents, so that any
person who is or was a Director, Trustee, Officer, employee or agent of such
constituent corporation or of any entity a majority of the voting stock of
which is owned by such constituent corporation or is or was serving at the
request of such constituent corporation as a Director, Trustee, Officer,
employee or agent of the corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the provisions of this
Section with respect to the resulting or surviving Corporation as such person
would have with respect to such constituent corporation if its separate
existence had continued.
X. AMENDMENT OF BYLAWS.
.01 By the Shareholders.
These Bylaws may be amended, altered, or repealed at any regular or special
meeting of the shareholders if notice of the proposed alteration or amendment
is contained in the notice of the meeting.
.02 By the Board of Directors.
These Bylaws may be amended, altered, or repealed by the affirmative vote of a
majority of the entire Board of Directors at any regular or special meeting of
the Board.
XI. FISCAL YEAR.
The fiscal year of the Corporation shall be set by resolution of the Board of
Directors.
XII. RULES OF ORDER.
The rules contained in the most recent edition of Robert's Rules or Order,
Newly Revised, shall govern all meetings of shareholders and Directors where
those rules are not inconsistent with the Articles of Incorporation, Bylaws, or
special rules or order of the Corporation.
XIII. REIMBURSEMENT OF DISALLOWED EXPENSES.
If any salary, payment, reimbursement, employee fringe benefit, expense
allowance payment, or other expense incurred by the Corporation for the benefit
of an employee is disallowed in whole or in part as a deductible expense of the
Corporation for Federal Income Tax purposes, the employee shall reimburse the
Corporation, upon notice and demand, to the full extent of the disallowance.
This legally enforceable obligation is in accordance with the provisions of
Revenue Ruling 69-115, 1969-1 C.B. 50, and is for the purpose of entitling such
employee to a business expense deduction for the taxable year in which the
repayment is made to the Corporation. In this manner, the Corporation shall be
protected from having to bear the entire burden of disallowed expense items.
CERTIFICATE OF INCORPORATION
OF
NTECH CORPORATION
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/29/1997
971250761 - 2777808
FIRST: The name of the corporation is NTECH, CORPORATION
SECOND: The address of its registered office in the State of Delaware is Three
Mill Road, Suite 206, City of Wilmington, County of New Castle, 19806-2146.
Its registered agent at such address is The Incorporators Ltd.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
FOURTH: The corporation shall have the authority to issue fifty million
(50,000,000) shares of common stock at .0001 par value.
FIFTH: The Board of Directors is expressly authorized to adopt, amend, or
repeal the By-Laws of the corporation.
SIXTH: The stockholders and directors may hold their meetings and keep the
books and documents of the corporation outside the State of Delaware, at such
places from time to time designated by the By-Laws, except as otherwise
required by the Laws of Delaware.
SEVENTH: The corporation shall have perpetual existence.
EIGHTH: The name and mailing address of the incorporator is Marie P. Jorczak,
Three Mill Road, Suite 206, Wilmington, DE 19806-2146.
NINTH: The number of directors of the corporation shall be fixed from time to
time by its By-Laws and may be increased or decreased.
TENTH: The Board of Directors is expressly authorized and shall have such
authority as set forth in the By-Laws to the extent such authority would be
valid under Delaware Law.
ELEVENTH: No director of the corporation shall have personal liability to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, provided that this provision shall not eliminate or limit
the liability of a director (a) for any breach of the director's duty or
loyalty to the corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the Delaware Corporation Law, or (d) for any
transaction from which the director derived an improper personal benefit.
THE UNDERSIGNED Incorporator for the purpose of forming a corporation pursuant
to the laws of the State of Delaware, does make this Certificate, hereby
declaring and certifying that the facts herein stated are true.
July 29, 1997 BY: /s/ MARIE P. JORCZAK
Marie P. Jorczak - Incorporator
STATEMENT OF INCORPORATOR
IN LIEU OF ORGANIZATIONAL
MEETING OF
NTECH, CORPORATION
The Certificate of Incorporation of this corporation, having been filed in the
Office of the Secretary of State, the undersigned, being the sole incorporator
named in said certificate, does hereby state that the following actions were
taken on this day for the purpose of organizing this corporation.
1. A copy of the Certificate of Incorporation filed in the Office of the
Secretary of State on July 29, 1997 and recorded in the Office of Recorder of
Deeds of the County of New Castle, was appended to this statement.
2. The registered office of the corporation in the State of Delaware was fixed
as Three Mill Road, Suite 206, City of Wilmington. The Incorporators Ltd. at
that address is retained as registered agent.
3. By-Laws for the regulation of the affairs of the corporation were adopted by
the undersigned incorporator and were ordered inserted in the minute book
immediately before this instrument.
4. The Board of Directors is authorized, in its discretion, to issue the shares
of the capital stock of this corporation to the full amount or number of shares
authorized by the Certificate of Incorporation, in such amounts and for such
consideration as from time to time shall be determined by the Board of
Directors and as may be permitted by law.
5. The corporation is authorized and empowered to conduct any and all business
of the corporation without a seal of the corporation as permitted by Section 2
of the By-Laws and 8 Delaware Code Section 122 (3).
6. The following persons are elected as directors to hold office until the
first annual meeting of the stockholders or until a qualified successor is
elected and qualified.
Susan Brana
Ezekiel Kruglick
Tom McCarthy
I hereby resign as incorporator after executing the foregoing statement.
Dated: July 29, 1997 /s/ MARIE P JORCZAK
Marie P. Jorczak
Incorporator
The following are appended to this statement:
Copy of Stamp Filed Certificate of Incorporation
By-Laws
CERTIFICATION
I, MARIE JORCZAK, Notary Public for the State of Delaware and County of
New Castle, do hereby certify that the above and foregoing is a true and
correct copy of the original Certificate of Incorporation of NTECH, CORPORATION
as received and filed in the Office of the Secretary of State, the 29th day of
July in the year of our Lord, one thousand nine hundred ninety-seven, at 9:00
A.M.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office this
29th day of July in the year of our Lord, one thousand nine hundred
ninety-seven.
/s/ MARIE P JORCZAK
Marie P. Jorczak
Notary Public
