U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
General Form for Registration of Securities
of Small Business Issuers
Under Section 12(b) or (g) of
the Securities Exchange Act of 1934
ABERDEEN ACQUISITION CORPORATION
-----------------------------
(Name of Small Business Issuer)
Delaware 52-2068323
- -------------------------------- -----------------------------------
(State or Other Jurisdiction of I.R.S. Employer Identification
Incorporation or Number
Organization)
1504 R Street, N.W., Washington, D.C. 20009
------------------------------------------------------------
(Address of Principal Executive Offices including Zip Code)
202/387-5400
_____________
(Issuer's Telephone Number)
Securities to be Registered Under Section 12(b) of the Act: None
Securities to be Registered
Under Section 12(g) of the Act: Common Stock,
$.0001 Par Value
(Title of Class)
<PAGE>
PART I
ITEM 1. BUSINESS.
Aberdeen Acquisition Corporation (the "Company"), was incorporated
on December 3, 1997 under the laws of the State of Delaware to engage in
any lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. The Company has been in the developmental
stage since inception and has no operations to date. Other than issuing
shares to its original shareholders, the Company has not commenced any
operational activities.
The Company will attempt to locate and negotiate with a business entity
for the merger of that target company into the Company. In certain
instances, a target company may wish to become a subsidiary of the
Company or may wish to contribute assets to the Company rather than
merge. No assurances can be given that the Company will be successful in
locating or negotiating with any target company.
The Company has been formed to provide a method for a foreign or
domestic private company to become a reporting ("public") company whose
securities are qualified for trading in the United States secondary market.
PERCEIVED BENEFITS
There are certain perceived benefits to being a reporting company with
a class of publicly-traded securities. These are commonly thought to
include the following:
* the ability to use registered securities to make acquisition of
assets or businesses;
* increased visibility;
* the facilitation of borrowing from financial institutions;
* improved trading efficiency;
* shareholder liquidity;
* greater ease in subsequently raising capital;
* compensation of key employees through stock options;
* enhanced corporate image;
* a presence in the United States capital market.
POTENTIAL TARGET COMPANIES
A business entity, if any, which may be interested in a business
combination with the Company may include the following:
* a company for whom a primary purpose of becoming public is the
use of its securities for the acquisition of assets or businesses;
* a company which is unable to find an underwriter of its securities or
is unable to find an underwriter of securities on terms acceptable to
it;
* a company which wishes to become public with less dilution of its
common stock than would occur upon an underwriting;
* a company which believes that it will be able obtain investment
capital on more favorable terms after it has become public;
* a foreign company which may wish an initial entry into the United
States securities market;
* a special situation company, such as a company seeking a public
market to satisfy redemption requirements under a qualified
Employee Stock Option Plan;
* a company seeking one or more of the other perceived benefits of
becoming a public company.
A business combination with a target company will normally involve the
transfer to the target company of the majority of the issued and outstanding
common stock of the Company, and the substitution by the target company
of its own management and board of directors.
No assurances can be given that the Company will be able to enter into
a business combination, as to the terms of a business combination, or as to
the nature of the target company.
The proposed business activities described herein classify the Company
as a blank check company. See "GLOSSARY". The Securities and
Exchange Commission and many states have enacted statutes, rules and
regulations limiting the sale of securities of blank check companies.
Management does not intend to undertake any efforts to cause a market to
develop in the Company's securities until such time as the Company has
successfully implemented its business plan described herein. Accordingly,
the shareholders of the Company have executed and delivered a "lock-up"
letter agreement affirming that such shareholders will not sell or otherwise
transfer their shares of the Company's common stock except in connection
with or following completion of a merger or acquisition and the Company is
no longer classified as a blank check company. The shareholders have
deposited their stock certificates with the Company's management, who will
not release the certificates except in connection with or following the
completion of a merger or acquisition.
The Company is voluntarily filing this Registration Statement with the
Securities and Exchange Commission and is under no obligation to do so
under the Securities Exchange Act of 1934.
RISK FACTORS
The Company's business is subject to numerous risk factors, including
the following:
NO OPERATING HISTORY OR REVENUE AND MINIMAL
ASSETS. The Company has had no operating history nor any revenues or
earnings from operations. The Company has no significant assets or
financial resources. The Company will, in all likelihood, sustain operating
expenses without corresponding revenues, at least until the consummation of
a business combination. This may result in the Company incurring a net
operating loss which will increase continuously until the Company can
consummate a business combination with a target company. There is no
assurance that the Company can identify such a target company and
consummate such a business combination.
SPECULATIVE NATURE OF THE COMPANY'S PROPOSED
OPERATIONS. The success of the Company's proposed plan of operation
will depend to a great extent on the operations, financial condition and
management of the identified target company. While management intends
to seek business combinations with entities having established operating
histories, there can be no assurance that the Company will be successful in
locating candidates meeting such criteria. In the event the Company
completes a business combination, of which there can be no assurance, the
success of the Company's operations may be dependent upon management
of the target company and numerous other factors beyond the Company's
control.
SCARCITY OF AND COMPETITION FOR BUSINESS
OPPORTUNITIES AND COMBINATIONS. The Company is and will
continue to be an insignificant participant in the business of seeking mergers
with and acquisitions of business entities. A large number of established
and well-financed entities, including venture capital firms, are active in
mergers and acquisitions of companies which may be merger or acquisition
target candidates for the Company. Nearly all such entities have
significantly greater financial resources, technical expertise and managerial
capabilities than the Company and, consequently, the Company will be at a
competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, the Company
will also compete with numerous other small public companies in seeking
merger or acquisition candidates.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER
TRANSACTION--NO STANDARDS FOR BUSINESS COMBINATION.
The Company has no current arrangement, agreement or understanding with
respect to engaging in a merger with or acquisition of a specific business
entity. There can be no assurance that the Company will be successful in
identifying and evaluating suitable business opportunities or in concluding a
business combination. Management has not identified any particular
industry or specific business within an industry for evaluation by the
Company. There is no assurance that the Company will be able to negotiate
a business combination on terms favorable to the Company. The Company
has not established a specific length of operating history or a specified level
of earnings, assets, net worth or other criteria which it will require a target
company opportunity to have achieved, or without which the Company
would not consider a business combination with such business entity.
Accordingly, the Company may enter into a business combination with a
business entity having no significant operating history, losses, limited or no
potential for earnings, limited assets, negative net worth or other negative
characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME
AVAILABILITY. While seeking a business combination, management
anticipates devoting up to ten hours per month to the business of the
Company. The Company's sole officer has not entered into a written
employment agreement with the Company and he is not expected to do so in
the foreseeable future. The Company has not obtained key man life
insurance on its officer and director. Notwithstanding the combined limited
experience and time commitment of management, loss of the services of this
individual would adversely affect development of the Company's business
and its likelihood of continuing operations.
CONFLICTS OF INTEREST--GENERAL. The Company's officer and
director participates in other business ventures which may compete directly
with the Company. Additional conflicts of interest and non-arms length
transactions may also arise in the future. Management has adopted a policy
that the Company will not seek a merger with, or acquisition of, any entity
in which any member of management serves as an officer, director or
partner, or in which they or their family members own or hold any
ownership interest. See "ITEM 5. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS--Conflicts of
Interest."
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE
ACQUISITION. Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act") requires companies subject thereto to provide certain
information about significant acquisitions including certified financial
statements for the company acquired covering one or two years, depending
on the relative size of the acquisition. The time and additional costs that
may be incurred by some target companies to prepare such financial
statements may significantly delay or essentially preclude consummation of
an otherwise desirable acquisition by the Company. Acquisition prospects
that do not have or are unable to obtain the required audited statements may
not be appropriate for acquisition so long as the reporting requirements of
the Exchange Act are applicable.
LACK OF MARKET RESEARCH OR MARKETING
ORGANIZATION. The Company has neither conducted, nor have others
made available to it, market research indicating that demand exists for the
transactions contemplated by the Company. Even in the event demand
exists for a merger or acquisition of the type contemplated by the Company,
there is no assurance the Company will be successful in completing any
such business combination.
LACK OF DIVERSIFICATION. The Company's proposed operations,
even if successful, will in all likelihood result in the Company engaging in a
business combination with only one business opportunity. Consequently,
the Company's activities will be limited to those engaged in by the business
opportunity which the Company merges with or acquires. The Company's
inability to diversify its activities into a number of areas may subject the
Company to economic fluctuations within a particular business or industry
and therefore increase the risks associated with the Company's operations.
REGULATION UNDER INVESTMENT COMPANY ACT. Although
the Company will be subject to regulation under the Exchange Act,
management believes the Company will not be subject to regulation under
the Investment Company Act of 1940, insofar as the Company will not be
engaged in the business of investing or trading in securities. In the event
the Company engages in business combinations which result in the
Company holding passive investment interests in a number of entities, the
Company could be subject to regulation under the Investment Company Act
of 1940. In such event, the Company would be required to register as an
investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination
from the Securities and Exchange Commission as to the status of the
Company under the Investment Company Act of 1940 and, consequently,
any violation of such Act could subject the Company to material adverse
consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A
business combination involving the issuance of the Company's common
stock will, in all likelihood, result in shareholders of a target company
obtaining a controlling interest in the Company. Any such business
combination may require shareholders of the Company to sell or transfer all
or a portion of the Company's common stock held by them. The resulting
change in control of the Company will likely result in removal of the
present officer and director of the Company and a corresponding reduction
in or elimination of his participation in the future affairs of the Company.
REDUCTION OF PERCENTAGE SHARE OWNERSHIP
FOLLOWING BUSINESS COMBINATION. The Company's primary plan
of operation is based upon a business combination with a business entity
which, in all likelihood, will result in the Company issuing securities to
shareholders of such business entity. The issuance of previously authorized
and unissued common stock of the Company would result in reduction in
percentage of shares owned by the present shareholders of the Company and
would most likely result in a change in control or management of the
Company.
ASPECTS OF BLANK CHECK OFFERING. The Company may enter
into a business combination with a business entity that desires to establish a
public trading market for its shares. A target company may attempt to
avoid what it deems to be adverse consequences of undertaking its own
public offering by seeking a business combination with the Company. Such
consequences may include, but are not limited to, time delays of the
registration process, significant expenses to be incurred in such an offering,
loss of voting control to public shareholders or the inability to obtain an
underwriter or to obtain an underwriter on terms satisfactory to the
Company.
TAXATION. Federal and state tax consequences will, in all likelihood,
be major considerations in any business combination the Company may
undertake. Currently, such transactions may be structured so as to result in
tax-free treatment to both companies, pursuant to various federal and state
tax provisions. The Company intends to structure any business combination
so as to minimize the federal and state tax consequences to both the
Company and the target company; however, there can be no assurance that
such business combination will meet the statutory requirements of a tax-free
reorganization or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could
result in the imposition of both federal and state taxes which may have an
adverse effect on both parties to the transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY
DISQUALIFY BUSINESS OPPORTUNITIES. Management of the
Company will request that any potential business opportunity provide
audited financial statements. One or more attractive business opportunities
may choose to forego the possibility of a business combination with the
Company rather than incur the expenses associated with preparing audited
financial statements. In such case, the Company may choose to obtain
certain assurances as to the target company's assets, liabilities, revenues and
expenses prior to consummating a business combination, with further
assurances that an audited financial statement would be provided after
closing of such a transaction. Closing documents relative thereto may
include representations that the audited financial statements will not
materially differ from the representations included in such closing
documents.
ITEM 2. PLAN OF OPERATION
The Company intends to merge with or acquire a business entity in
exchange for the Company's securities. The Company has no particular
acquisitions in mind and has not entered into any negotiations regarding
such an acquisition. Neither the Company's officer and director nor any
affiliates has engaged in any negotiations with any representative of any
company regarding the possibility of an acquisition or merger between the
Company and such other company.
Pierce Mill Associates, the principal shareholder of the Company,
anticipates seeking out a target company through solicitation. Such
solicitation may include newspaper or magazine advertisements, mailings
and other distributions to law firms, accounting firms, investment bankers,
financial advisors and similar persons, the use of one or more World Wide
Web sites and similar methods. No estimate can be made as to the number
of persons who will be contacted or solicited. Any such solicitation will be
at the expense of Pierce Mill Associates. Pierce Mill Associates pays
referral fees to consultants and others who refer target businesses for
mergers into blank check companies in which Pierce Mill Associates has an
interest. Payments are made if a merger occurs, and may consist of cash or
a portion of the stock in the Company retained by Pierce Mill, or both.
The Company has no full time employees. The Company's president
has agreed to allocate a portion of his time to the activities of the Company,
without compensation. The president anticipates that the business plan of
the Company can be implemented by his devoting approximately 10 hours
per month to the business affairs of the Company and, consequently,
conflicts of interest may arise with respect to the limited time commitment
by such officer.
Management is currently involved with other blank check companies,
and is involved in creating additional blank check companies similar to this
one. A conflict may arise in the event that another blank check company
with which management is affiliated is formed and actively seeks a target
company. Management anticipates that target companies will be located for
the Company and other blank check companies in chronological order of the
date of formation of such blank check companies. However, other blank
check companies that may be formed may differ from the Company in
certain items such as place of incorporation, number of shares and
shareholders, working capital, types of authorized securities, or other items.
It may be that a target company may be more suitable for or may prefer a
certain blank check company formed after the Company. In such case, a
business combination might be negotiated on behalf of the more suitable or
preferred blank check company regardless of date of formation. See
"ITEM 5, DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS--Current Blank Check Companies"
The Certificate of Incorporation of the Company provides that the
Company may indemnify officers and/or directors of the Company for
liabilities, which can include liabilities arising under the securities laws.
Therefore, assets of the Company could be used or attached to satisfy any
liabilities subject to such indemnification.
GENERAL BUSINESS PLAN
The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in a business entity presented to it by persons
or firms who or which desire to seek the perceived advantages of a
corporation which has a class of securities registered under the Exchange
Act. The Company will not restrict its search to any specific business,
industry, or geographical location and the Company may participate in a
business venture of virtually any kind or nature. This discussion of the
proposed business is not meant to be restrictive of the Company's virtually
unlimited discretion to search for and enter into potential business
opportunities. Management anticipates that it will be able to participate in
only one potential business venture because the Company has nominal assets
and limited financial resources. See ITEM F/S, "FINANCIAL
STATEMENTS." This lack of diversification should be considered a
substantial risk to the shareholders of the Company because it will not
permit the Company to offset potential losses from one venture against
gains from another.
The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public
marketplace in order to raise additional capital in order to expand into new
products or markets, to develop a new product or service, or for other
corporate purposes. The Company may acquire assets and establish
wholly-owned subsidiaries in various businesses or acquire existing
businesses as subsidiaries.
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Management
believes (but has not conducted any research to confirm) that there are
business entities seeking the perceived benefits of a publicly registered
corporation. Such perceived benefits may include facilitating or improving
the terms on which additional equity financing may be sought, providing
liquidity for incentive stock options or similar benefits to key employees,
increasing the opportunity to use securities for acquisitions, providing
liquidity for shareholders and other factors. Business opportunities may be
available in many different industries and at various stages of development,
all of which will make the task of comparative investigation and analysis of
such business opportunities difficult and complex.
The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any cash or other assets.
However, management believes the Company will be able to offer owners
of acquisition candidates the opportunity to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering. Management has not
conducted market research and is not aware of statistical data to support the
perceived benefits of a merger or acquisition transaction for the owners of
a business opportunity.
The analysis of new business opportunities will be undertaken by, or
under the supervision of, the officer and director of the Company, who is
not a professional business analyst. In analyzing prospective business
opportunities, management will consider such matters as the available
technical, financial and managerial resources; working capital and other
financial requirements; history of operations, if any; prospects for the
future; nature of present and expected competition; the quality and
experience of management services which may be available and the depth of
that management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the Company; the potential
for growth or expansion; the potential for profit; the perceived public
recognition or acceptance of products, services, or trades; name
identification; and other relevant factors. To the extent possible,
management intends to utilize written reports and personal investigation to
evaluate the above factors. The Exchange Act requires that any merger or
acquisition candidate comply with certain reporting requirements, which
include providing audited financial statements to be included in the reporting
filings made under the Exchange Act. The Company will not acquire or
merge with any company for which audited financial statements cannot be
obtained at or within a reasonable period of time after closing of the
proposed transaction.
The Company will not restrict its search for any specific kind of firms,
but may acquire a venture which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its business
life. It is impossible to predict at this time the status of any business in
which the Company may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded, or may
seek other perceived advantages which the Company may offer.
Management of the Company, which in all likelihood will not be
experienced in matters relating to the business of a target company, will
rely upon its own efforts in accomplishing the business purposes of the
Company. Outside consultants or advisors may be utilized by the Company
to assist in the search for qualified target companies. If the Company does
retain such an outside consultant or advisor, any cash fee earned by such
person will need to be assumed by the target company, as the Company has
limited cash assets with which to pay such obligation.
If management did determine to utilize the services of a consultant in
the selection of a target company, such consultant would likely be used to
supplement the business experience of Management, such as accountants,
technical experts, appraisers, attorneys or others. Management would select
a consultant based on the type of target company sought, the form and
amount of compensation required by the consultant, the years such
consultant had been in business and rate of success in matching target
companies with acquiring companies. If a consultant were used,
management would expect that any such consultant would provide the
Company with a selection of target companies, would provide due diligence
assistance for study of the target company, would assist in negotiating the
terms of a business combination, and would serve to facilitate the
negotiation process. More than one consultant could be used in locating a
target company.
The Company has no agreements or understandings currently with any
consultant to provide services and does not intend to have any such
relationship prior to acquisition of a target company. If requested by a
target company, management may recommend one or more underwriters,
financial advisors, accountants, public relations firms or other consultants.
A potential target company may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be continued
after any business combination. Additionally, a target company may be
presented to the Company only on the condition that the services of a
consultant or advisor be continued after a merger or acquisition. Such
preexisting agreements of target companies for the continuation of the
services of attorneys, accountants, advisors or consultants could be a factor
in the Company's selection of a target company.
ACQUISITION OF OPPORTUNITIES
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another corporation or entity. It
may also acquire stock or assets of an existing business. On the
consummation of a transaction, it is probable that the present management
and shareholders of the Company will no longer be in control of the
Company. In addition, it is likely that the Company's officer and director
will, as part of the terms of the acquisition transaction, resign and be
replaced by one or more new officers and directors.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under
applicable federal and state securities laws. In some circumstances,
however, as a negotiated element of its transaction, the Company may agree
to register all or a part of such securities immediately after the transaction
is consummated or at specified times thereafter. If such registration
occurs, of which there can be no assurance, it will be undertaken by the
surviving entity after the Company has entered into an agreement for a
business combination or has consummated a business combination and the Company
is no longer considered a blank check company. Until such time as this
occurs, the Company will not attempt to register any additional securities.
The issuance of substantial additional securities and their potential sale into
any trading market which may develop in the Company's securities may
have a depressive effect on the market value of the Company's securities in
the future if such a market develops, of which there is no assurance.
While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a "tax-free" reorganization under
Sections 351 or 368 of the Internal Revenue Code of 1986, as amended (the
"Code").
With respect to any merger or acquisition negotiations with a target
company, management expects to focus on the percentage of the Company
which target company shareholders would acquire in exchange for their
shareholdings in the target company. Depending upon, among other things,
the target company's assets and liabilities, the Company's shareholders will
in all likelihood hold a substantially lesser percentage ownership interest in
the Company following any merger or acquisition. The percentage of
ownership may be subject to significant reduction in the event the Company
acquires a target company with substantial assets. Any merger or
acquisition effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's
shareholders at such time.
The Company will participate in a business opportunity only after the
negotiation and execution of appropriate agreements. Although the terms of
such agreements cannot be predicted, generally such agreements will require
certain representations and warranties of the parties thereto, will specify
certain events of default, will detail the terms of closing and the conditions
which must be satisfied by the parties prior to and after such closing, will
outline the manner of bearing costs, including costs associated with the
Company's attorneys and accountants, and will include miscellaneous other
terms.
The Company will not acquire or merge with any entity which cannot
provide audited financial statements at or within a reasonable period of time
after closing of the proposed transaction. The Company is subject to all of
the reporting requirements included in the Exchange Act. Included in these
requirements is the duty of the Company to file audited financial statements
as part of its Form 8-K to be filed with the Securities and Exchange
Commission upon consummation of a merger or acquisition, as well as the
Company's audited financial statements included in its annual report on
Form 10-K (or 10-KSB, as applicable). If such audited financial statements
are not available at closing, or within time parameters necessary to insure
the Company's compliance with the requirements of the Exchange Act, or if
the audited financial statements provided do not conform to the
representations made by the target company, the closing documents may
provide that the proposed transaction will be voidable at the discretion of
the present management of the Company.
Management has agreed that it will advance to the Company any
additional funds which the Company needs for operating capital and for
costs in connection with searching for or completing an acquisition or
merger. Such advances will be made without expectation of repayment
unless the owners of the business which the Company acquires or merges
with agree to repay all or a portion of such advances. There is no
minimum or maximum amount management will advance to the Company.
The Company will not borrow any funds to make any payments to the
Company's promoters, management or their affiliates or associates.
The Board of Directors has passed a resolution which contains a policy
that the Company will not seek an acquisition or merger with any entity in
which the Company's officer, director, and shareholders or any affiliate or
associate serves as an officer or director or holds any ownership interest.
COMPETITION
The Company will remain an insignificant participant among the firms
which engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns which have significantly
greater financial and personnel resources and technical expertise than the
Company. In view of the Company's combined extremely limited financial
resources and limited management availability, the Company will continue
to be at a significant competitive disadvantage compared to the Company's
competitors.
ITEM 3. DESCRIPTION OF PROPERTY
The Company has no properties and at this time has no agreements to
acquire any properties. The Company currently uses the offices of Pierce
Mill Associates at no cost to the Company. Pierce Mill Associates has
agreed to continue this arrangement until the Company completes an
acquisition or merger.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.
The following table sets forth, as of February 6, 1998, each person
known by the Company to be the beneficial owner of five percent or more
of the Company's Common Stock, all directors individually and all directors
and officers of the Company as a group. Except as noted, each person has
sole voting and investment power with respect to the shares shown.
<TABLE>
<CAPTION>
Amount of
Name and Address Beneficial Percentage of
of Beneficial Owner Ownership Class
- ------------------ ----------------- ----------
<S> <C> <C>
Pierce Mill Associates, Inc.(1)(2) 4,750,000 95%
1504 R Street, N.W.
Washington, D.C. 20009
Cassidy & Associates (2) 250,000 5%
1504 R Street, N.W.
Washington, D.C. 20009
James M. Cassidy (2) 5,000,000 100%
1504 R Street, N.W.
Washington, D.C. 20009
All Executive Officers and
Directors as a Group (1 Person) 5,000,000 100%
</TABLE>
(1) Since Pierce Mill Associates has fewer than 100 shareholders and is
not making and does not intend to make a public offering of its securities,
management believes that it is not deemed to be an investment company by
virtue of an exemption provided under the Investment Company Act of
1940, as amended.
(2) Mr. Cassidy owns 100% of Pierce Mill Associates and is principal
of Cassidy & Associates, a Washington, D.C. securities law firm, and is
considered the beneficial owner of the shares of common stock of the
Company issued to them.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS.
The Company has one Director and Officer as follows:
Name Age Positions and Offices Held
- ----------------- --- -------------------------------
James M. Cassidy 62 President, Secretary,
Director
There are no agreements or understandings for the officer or director to
resign at the request of another person and the above-named officer and
director is not acting on behalf of nor will act at the direction of any other
person.
Set forth below is the name of the director and officer of the Company,
all positions and offices with the Company held, the period during which he
has served as such, and the business experience during at least the last five
years:
James Michael Cassidy, Esq., J.D., LL.M., received a Bachelor of
Science in Languages and Linguistics from Georgetown University in 1960,
a Bachelor of Laws from The Catholic University School of Law in 1963,
and a Master of Laws in Taxation from The Georgetown University School
of Law in 1968. From 1963-1964, Mr. Cassidy was law clerk to the
Honorable Inzer B. Wyatt of the United States District Court for the
Southern District of New York. From 1964-1965, Mr. Cassidy was law
clerk to the Honorable Wilbur K. Miller of the United States Court of
Appeals for the District of Columbia. From 1969-1975, Mr. Cassidy was
an associate of the law firm of Kieffer & Moroney and a principal in the
law firm of Kieffer & Cassidy, Washington, D.C. From 1975 to date, Mr.
Cassidy has been a principal in the law firm of Cassidy & Associates,
Washington, D.C. and its predecessors, specializing in securities law and
related corporate and federal taxation matters. Mr. Cassidy is a member of
the bar of the District of Columbia and is admitted to practice before the
United States Tax Court and the United States Supreme Court.
PREVIOUS BLANK CHECK COMPANIES
In 1988, management was involved in two blank check offerings. Mr.
Cassidy was vice president, a director and a shareholder of First Agate
Capital Corporation and Consolidated Financial Corporation. First Agate
Capital Corporation is no longer a public company and has had no activity
since 1991. Consolidated Financial Corporation was transferred to new
management in 1990. As part of such transaction, Mr. Cassidy transferred
his shares and did not continue as an officer or director. New management
effected the merger of Consolidated Financial Corporation with A.B.E
Industrial Holdings in June, 1991.
CURRENT BLANK CHECK COMPANIES
Mr. Cassidy is the president, sole director and a beneficial shareholder
of Sheffield Acquisitions, Inc. and Tunlaw International Corporation. Until
December 30, 1997, Mr. Cassidy was the sole director and beneficial
shareholder of Corcoran Technologies Corporation. Sheffield Acquisitions,
Inc. has filed a registration statement on Form S-1 under the Securities Act
and Tunlaw International Corporation and Corcoran Technologies
Corporation filed registration statements on Forms 10-SB under the
Exchange Act. The initial business purpose of each of these companies was
to engage in a merger or acquisition with an unidentified company or
companies and each will be classified as a blank check company until
completion of a business acquisition.
Mr. Cassidy anticipates being involved with additional blank check
companies filed under the Securities Act or under the Exchange Act.
RECENT TRANSACTIONS BY BLANK CHECK COMPANIES
On December 30, 1997, Prime Management, Inc., a California
corporation, merged with and into Corcoran Technologies Corporation.
Prime Management, Inc. is an operating transportation company with
expected 1997 revenues of approximately $16,000,000 which has two
wholly-owned subsidiaries, Mid-Cal Express, a long-haul trucking company
hauling shipments of general commodities, including temperature-sensitive
goods, in both intrastate and interstate commerce and Mid-Cal Logistics, a
freight brokerage company. Pursuant to the merger, Corcoran Technologies
Corporation changed its name to Prime Companies, Inc. Corcoran
Technologies Corporation has filed a Form 8-K with the Securities and
Exchange Commission describing the merger in greater detail.
CONFLICTS OF INTEREST
The Company's officer and director has organized and expects to
organize other companies of a similar nature and with a similar purpose as
the Company. Consequently, there are potential inherent conflicts of
interest in acting as an officer and director of the Company. Insofar as the
officer and director is engaged in other business activities, management
anticipates that it will devote only a minor amount of time to the Company's
affairs. The Company does not have a right of first refusal pertaining to
opportunities that come to management's attention insofar as such
opportunities may relate to the Company's proposed business operations.
A conflict may arise in the event that another blank check company
with which management is affiliated is formed and actively seeks a target
company. It is anticipated that target companies will be located for the
Company and other blank check companies in chronological order of the
date of formation of such blank check companies. However, any blank
check companies that may be formed may differ from the Company in
certain items such as place of incorporation, number of shares and
shareholders, working capital, types of authorized securities, or other items.
It may be that a target company may be more suitable for or may prefer a
certain blank check company formed after the Company. In such case, a
business combination might be negotiated on behalf of the more suitable or
preferred blank check company regardless of date of formation. Mr.
Cassidy will be responsible for seeking, evaluating, negotiating and
consummating a business combination with a target company which may
result in terms providing benefits to Mr. Cassidy.
Mr. Cassidy is the principal of Cassidy & Associates, a securities law
firm located in Washington, D.C. As such, demands may be placed on the
time of Mr. Cassidy which will detract from the amount of time he is able
to devote to the Company. Mr. Cassidy intends to devote as much time to
the activities of the Company as required. However, should such a conflict
arise, there is no assurance that Mr. Cassidy would not attend to other
matters prior to those of the Company. Mr. Cassidy projects that initially
approximately ten hours per month of his time may be spent locating a
target company which amount of time would increase when the analysis of,
and negotiations and consummation with, a target company are conducted.
Mr. Cassidy owns 100% of Pierce Mill Associates which, in turn, owns
4,750,000 shares of common stock of the Company and is a principal of
Cassidy & Associates, a securities law firm, which owns 250,000 shares of
the Company's common stock. No other securities, or rights to securities,
of the Company will be issued to management or promoters, or their
affiliates or associates, prior to the completion of a business combination.
At the time of a business combination, management expects that some or all
of the 4,750,000 shares of Common Stock owned by Pierce Mill Associates
will be purchased by the target company. The amount of Common Stock
sold or continued to be owned by Pierce Mill Associates cannot be
determined at this time.
The terms of business combination may include such terms as Mr.
Cassidy remaining a director or officer of the Company and/or the
continuing securities or other legal work of the Company being handled by
the law firm of which Mr. Cassidy is the principal. The terms of a
business combination may provide for a payment by cash or otherwise to
Pierce Mill Associates for the purchase of all or part of its common stock of
the Company by a target company. Mr. Cassidy would directly benefit
from such employment or payment. Such benefits may influence Mr.
Cassidy's choice of a target company.
The Company may agree to pay finder's fees, as appropriate and
allowed, to unaffiliated persons who may bring a target company to the
Company where that reference results in a business combination. The
amount of any finder's will be subject to negotiation, and cannot be
estimated at this time. No finder's fee of any kind will be paid to
management or promoters of the Company or to their associates or
affiliates. No loans of any type have, or will be, made to management or
promoters of the Company or to any of their associates or affiliates.
The Company's officer and director, its promoter and their affiliates or
associates have not had any negotiations with and there are no present
arrangements or understandings with any representatives of the owners of
any business or company regarding the possibility of a business combination
with the Company.
The Company will not enter into a business combination, or acquire any
assets of any kind for its securities, in which management or promoters of
the Company or any affiliates or associates have any interest, direct or
indirect.
Management has adopted certain policies involving possible conflicts of
interest, including prohibiting any of the following transactions involving
management, promoters, shareholders or their affiliates or associates:
(i) Any lending by the Company to such persons;
(ii) The issuance of any additional securities to such persons
prior to a business combination;
(iii) The entering into any business combination or
acquisition of assets in which such persons have any
interest, direct or indirect; or
(iv) The payment of any finder's fees to such persons.
These policies have been adopted by the Board of Directors of the
Company, and any changes in these provisions require the approval of the
Board of Directors. Management does not intend to propose any such
action and does not anticipate that any such action will occur.
There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by management to resolve conflicts of interest
in favor of the Company could result in liability of management to the
Company. However, any attempt by shareholders to enforce a liability of
management to the Company would most likely be prohibitively expensive
and time consuming.
INVESTMENT COMPANY ACT OF 1940
Although the Company will be subject to regulation under the Securities
Act of 1933 and the Securities Exchange Act of 1934, management believes
the Company will not be subject to regulation under the Investment
Company Act of 1940 insofar as the Company will not be engaged in the
business of investing or trading in securities. In the event the Company
engages in business combinations which result in the Company holding
passive investment interests in a number of entities the Company could be
subject to regulation under the Investment Company Act of 1940. In such
event, the Company would be required to register as an investment
company and could be expected to incur significant registration and
compliance costs. The Company has obtained no formal determination
from the Securities and Exchange Commission as to the status of the
Company under the Investment Company Act of 1940. Any violation of
such Act would subject the Company to material adverse consequences.
ITEM 6. EXECUTIVE COMPENSATION.
The Company's officer and director does not receive any compensation
for his services rendered to the Company, has not received such
compensation in the past, and is not accruing any compensation pursuant to
any agreement with the Company.
The officer and director of the Company will not receive any finder's
fee, either directly or indirectly, as a result of his efforts to implement the
Company's business plan outlined herein. However, the officer and
director of the Company anticipates receiving benefits as a beneficial
shareholder of the Company. See "ITEM 4. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for
the benefit of its employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.
On December 15, 1997, the Company issued a total of 5,000,000 shares
of Common Stock to the following persons for a total of $500 in cash:
<TABLE>
<CAPTION>
Number of
Name Total Shares Consideration
- ------------- ---------------- -------------
<S> <C> <C>
Pierce Mill Associates, Inc. 4,750,000 $475
Cassidy & Associates 250,000 $25
</TABLE>
The Board of Directors has passed a resolution which contains a policy
that the Company will not seek an acquisition or merger with any entity in
which the Company's officer, director, or shareholder or their affiliates or
associates serve as an officer or director or hold any ownership interest.
Management is not aware of any circumstances under which this policy may
be changed.
The proposed business activities described herein classify the Company
as a blank check company. See "GLOSSARY". The Securities and
Exchange Commission and many states have enacted statutes, rules and
regulations limiting the sale of securities of blank check companies.
Management does not intend to undertake any efforts to cause a market to
develop in the Company's securities until such time as the Company has
successfully implemented its business plan described herein. Accordingly,
the shareholders of the Company have executed and delivered a "lock-up"
letter agreement, affirming that such shareholders shall not sell their shares
of the Company's common stock except in connection with or following
completion of a merger or acquisition and the Company is no longer
classified as a blank check company. The shareholders have deposited their
stock certificates with the Company's management, who will not release the
certificates except in connection with or following the completion of a
merger or acquisition.
ITEM 8. DESCRIPTION OF SECURITIES.
The authorized capital stock of the Company consists of 100,000,000
shares of Common Stock, par value $.0001 per share, and 20,000,000
shares of Preferred Stock, par value $.0001 per share. The following
statements relating to the capital stock are summaries and do not purport to
be complete. Reference is made to the more detailed provisions of, and
such statements are qualified in their entirety by reference to, the Certificate
of Incorporation and the By-laws, copies of which are filed as exhibits to
this registration statement.
Common Stock
Holders of shares of common stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of
common stock do not have cumulative voting rights. Holders of common
stock are entitled to share ratably in dividends, if any, as may be declared
from time to time by the Board of Directors in its discretion from funds
legally available therefor. In the event of a liquidation, dissolution or
winding up of the Company, the holders of common stock are entitled to
share pro rata all assets remaining after payment in full of all liabilities.
All of the outstanding shares of common stock are, and the shares of
common stock offered by the Company pursuant to this offering will be,
when issued and delivered, fully paid and non-assessable.
Holders of common stock have no preemptive rights to purchase the
Company's common stock. There are no conversion or redemption rights
or sinking fund provisions with respect to the common stock.
PREFERRED STOCK
The Company's Certificate of Incorporation authorizes the issuance of
20,000,000 shares of preferred stock, $.0001 par value per share, of which
no shares have been issued. The Board of Directors is authorized to
provide for the issuance of shares of preferred stock in series and, by filing
a certificate pursuant to the applicable law of Delaware, to establish from
time to time the number of shares to be included in each such series, and to
fix the designation, powers, preferences and rights of the shares of each
such series and the qualifications, limitations or restrictions thereof without
any further vote or action by the shareholders. Any shares of preferred
stock so issued would have priority over the common stock with respect to
dividend or liquidation rights. Any future issuance of preferred stock may
have the effect of delaying, deferring or preventing a change in control of
the Company without further action by the shareholders and may adversely
affect the voting and other rights of the holders of common stock. At
present, the Company has no plans to issue any preferred stock nor adopt
any series, preferences or other classification of preferred stock.
The issuance of shares of Preferred Stock, or the issuance of rights to
purchase such shares, could be used to discourage an unsolicited acquisition
proposal. For instance, the issuance of a series of Preferred Stock might
impede a business combination by including class voting rights that would
enable the holder to block such a transaction, or facilitate a business
combination by including voting rights that would provide a required
percentage vote of the stockholders. In addition, under certain
circumstances, the issuance of Preferred Stock could adversely affect the
voting power of the holders of the Common Stock. Although the Board of
Directors is required to make any determination to issue such stock based
on its judgment as to the best interests of the stockholders of the Company,
the Board of Directors could act in a manner that would discourage an
acquisition attempt or other transaction that some, or a majority, of the
stockholders might believe to be in their best interests or in which
stockholders might receive a premium for their stock over the then market
price of such stock. The Board of Directors does not at present intend to
seek stockholder approval prior to any issuance of currently authorized
stock, unless otherwise required by law or stock exchange rules. The
Company has no present plans to issue any Preferred Stock.
DIVIDENDS
Dividends, if any, will be contingent upon the Company's revenues and
earnings, if any, capital requirements and financial conditions. The
payment of dividends, if any, will be within the discretion of the
Company's Board of Directors. The Company presently intends to retain
all earnings, if any, for use in its business operations and accordingly, the
Board of Directors does not anticipate declaring any dividends prior to a
business combination.
GLOSSARY
"Blank Check" Company As defined in Section 7(b)(3) of the Securities
Act, a "blank check" company is a
development stage company that has no
specific business plan or purpose or has
indicated that its business plan is to engage in a
merger or acquisition with an unidentified
company or companies and is issuing "penny
stock" securities as defined in Rule 3a51-1 of
the Exchange Act.
The Company Aberdeen Acquisition Corporation, the company
whose common stock is the subject of this
registration statement.
Exchange Act The Securities Exchange Act of 1934, as
amended.
"Penny Stock" Security As defined in Rule 3a51-1 of the Exchange Act, a
"penny stock" security is any equity security other
than a security (i) that is a reported security
(ii) that is issued by an investment company
(iii) that is a put or call issued by the
Option Clearing Corporation (iv) that has a
price of $5.00 or more (except for purposes of
Rule 419 of the Securities Act) (v) that is
registered on a national securities exchange
(vi) that is authorized for quotation on
the Nasdaq Stock Market, unless other provisions
of Rule 3a51-1 are not satisfied, or (vii) that is
issued by an issuer with (a) net tangible assets
in excess of $2,000,000, if in continuous
operation for more than three years or
$5,000,000 if in operation for less than three
years or (b) average revenue of at least
$6,000,000 for the last three years.
Pierce Mill Associates Pierce Mill Associates, Inc., a private company
owned by management of the Company.
Securities Act The Securities Act of 1933, as amended.
Small Business Issuer As defined in Rule 12b-2 of the Exchange Act, a
"Small Business Issuer" is an entity (i) which has
revenues of less than $25,000,000 (ii) whose
public float (the outstanding securities not held
by affiliates) has a value of less than
$25,000,000 (iii) which is a United States or
Canadian issuer (iv) which is not an Investment
Company and (v)if a majority-owned subsidiary,
whose parent corporation is also a small
business issuer.
PART II
ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(a) Market Price. There is no trading market for the Company's
Common Stock at present and there has been no trading market to date.
There is no assurance that a trading market will ever develop or, if such a
market does develop, that it will continue.
The Securities and Exchange Commission has adopted Rule 15g-9
which establishes the definition of a "penny stock," for purposes relevant to
the Company, as any equity security that has a market price of less than
$5.00 per share or with an exercise price of less than $5.00 per share,
subject to certain exceptions. For any transaction involving a penny stock,
unless exempt, the rules require: (i) that a broker or dealer approve a
person's account for transactions in penny stocks and (ii) the broker or
dealer receive from the investor a written agreement to the transaction,
setting forth the identity and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must (i) obtain financial information and investment
experience and objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that
person and that person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating to the
penny stock market, which, in highlight form, (i) sets forth the basis on
which the broker or dealer made the suitability determination and (ii) that
the broker or dealer received a signed, written agreement from the investor
prior to the transaction. Disclosure also has to be made about the risks of
investing in penny stocks in both public offerings and in secondary trading,
and about commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights and
remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information
on the limited market in penny stocks.
In order to qualify for listing on the Nasdaq SmallCap Market, a
company must have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income for two of the last three years
of $750,000; (ii) public float of 1,000,000 shares with a market value of
$5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300
shareholders and (vi) an operating history of one year or, if less than one
year, $50,000,000 in market capitalization. For continued listing on the
Nasdaq SmallCap Market, a company must have at least (i) net tangible
assets of $2,000,000 or market capitalization of $35,000,000 or net income
for two of the last three years of $500,000; (ii) a public float of 500,000
shares with a market value of $1,000,000; (iii) a bid price of $1.00; (iv)
two market makers; and (v) 300 shareholders.
If, after a merger or acquisition, the Company does not meet the
qualifications for listing on the Nasdaq SmallCap Market, the Company's
securities may be traded in the over-the-counter ("OTC") market. The
OTC market differs from national and regional stock exchanges in that it (1)
is not cited in a single location but operates through communication of bids,
offers and confirmations between broker-dealers and (2) securities admitted
to quotation are offered by one or more broker-dealers rather than the
"specialist" common to stock exchanges. The Company may apply for
listing on the NASD OTC Bulletin Board or may offer its securities in what
are commonly referred to as the "pink sheets" of the National Quotation
Bureau, Inc. To qualify for listing on the NASD OTC Bulletin Board, an
equity security must have one registered broker-dealer, known as the market
maker, willing to list bid or sale quotations and to sponsor the company for
listing on the Bulletin Board.
If the Company is unable initially to satisfy the requirements for
quotation on the Nasdaq SmallCap Market or becomes unable to satisfy the
requirements for continued quotation thereon, and trading, if any, is
conducted in the OTC market, a shareholder may find it more difficult to
dispose of, or to obtain accurate quotations as to the market value of, the
Company's securities.
(b) Holders. There are two holders of the Company's Common Stock.
On December 15, 1997, the Company issued 5,000,000 of its Common
Shares to these shareholders for cash at $.0001 per share for a total price of
$500. The issued and outstanding shares of the Company's Common Stock
were issued in accordance with the exemptions from registration afforded by
Sections 3(b) and 4(2) of the Securities Act of 1933 and Rules 506 and 701
promulgated thereunder.
(c) Dividends. The Company has not paid any dividends to date, and
has no plans to do so in the immediate future.
ITEM 2. LEGAL PROCEEDINGS.
There is no litigation pending or threatened by or against the Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
The Company has not changed accountants since its formation and there
are no disagreements with the findings of its accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, the Company has sold securities which
were not registered as follows:
Number of
Date Name Shares Consideration
December 15, Pierce Mill 4,750,000 $475
1997 Associates, Inc. (1)
December 15, Cassidy & Associates(2) 250,000 $25
1997
_______
(1) Mr. Cassidy, the president and sole director of the Company, is the
sole director and shareholder of Pierce Mill Associates, Inc. and is therefore
considered to be the beneficial owner of the common stock of the Company
issued to Pierce Mill Associates, Inc. With respect to the sales made to
Pierce Mill Associates, Inc., the Company relied on Section 4(2) of the
Securities Act of 1933, as amended and Rule 506 promulgated thereunder.
(2) Mr. Cassidy is a principal of Cassidy & Associates, a Washington,
D.C. securities law firm, and is therefore considered to be the beneficial
owner of the common stock of the Company issued to Cassidy &
Associates. With respect to the sales made to Cassidy & Associates, the
Company relied upon Section 3(b) of the Securities Act of 1933, as
amended and Rule 701 promulgated thereunder.
The shareholders of the Company have executed and delivered a
"lock-up" letter agreement which provides that such shareholders shall not
sell the securities except in connection with or following the consummation
of a merger or acquisition. Further, each shareholder has placed its stock
certificates with the Company until such time. Any liquidation by the
current shareholders after the release from the "lock-up" selling limitation
period may have a depressive effect upon the trading price of the
Company's securities in any future market which may develop.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides that a Delaware corporation has the power, under specified
circumstances, to indemnify its directors, officers, employees and agents,
against expenses incurred in any action, suit or proceeding. The Certificate
of Incorporation and the by-laws of the Company provide for
indemnification of directors and officers to the fullest extent permitted by
the General Corporation Law of the State of Delaware.
The General Corporation Law of the State of Delaware provides that a
certificate of incorporation may contain a provision eliminating the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section
174 (relating to liability for unauthorized acquisitions or redemptions of, or
dividends on, capital stock) of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. The Company's Certificate of Incorporation
contains such a provision.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE
PERMITTED TO DIRECTORS, OFFICERS OR PERSONS
CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING
PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND
EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS
AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS
THEREFORE UNENFORCEABLE.
<PAGE>
PART F/S
FINANCIAL STATEMENTS.
Attached are audited financial statements for the Company for the
period ended December 16, 1997. The following financial statements are
attached to this report and filed as a part thereof.
1) Table of Contents - Financial Statements
2) Report of Independent Certified Public Accountants
3) Balance Sheet
4) Stockholders' Equity
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS.
EXHIBIT NUMBER DESCRIPTION LOCATION
- -------- ---------------------- -----------
(2) Articles of Incorporation and By-laws:
2.1 * Articles of Incorporation
2.2 * By-laws
(3) Instruments Defining the Rights of Holders:
3.1 * Lock-Up Agreement with Pierce Mill Associates, Inc.
3.2 * Lock-Up Agreement with Cassidy & Associates
(10)(a) Consents - Experts:
10.1* Consent of Accountants
____
* filed herewith.
<PAGE>
INDEX TO FINANCIAL STATEMENTS
ABERDEEN ACQUISITION CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENTS
Report of Independent Certified Public Accountants F-2
Financial Statements:
Assets F-3
Stockholders' Equity F-3
Notes to Financial Statement F-4
<PAGE>
JOHN P. MACLEAN
CERTIFIED PUBLIC ACCOUNTANT
15701 Alameda Drive
Bowie, Maryland 20716
301/249-4900 Fax 301/249-9296
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ABERDEEN ACQUISITION CORPORATION
I have audited the accompanying Balance Sheet of Aberdeen Acquisition
Corporation as of December 16, 1997. This financial statement is the
responsibility of Aberdeen Acquisition Corporation's management. My
responsibility is to express an opinion on this financial statement based on
my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statement referred to above presents fairly,
in all materials respects, the financial position of Aberdeen Acquisition
Corporation as of December 16, 1997, in conformity with generally
accepted accounting principles.
/s/ John P. MacLean, CPA, CFP
December 21, 1997
F-2
<PAGE>
ABERDEEN ACQUISITION CORPORATION
Balance Sheet
December 16, 1997
ASSETS
Cash $1,000
Total assets $1,000
Shareholder Equity
Common Stock (10,000,000 $.0001
par value shares authorized,
5,000,000 outstanding)
$.0001 par value) $500
Additional paid in capital $500
Total Equity $1,000
See Auditor's Report
F-3
<PAGE>
NOTES TO FINANCIAL STATEMENT
A summary of the significant accounting policies consistently applied in
the preparation of the financial statement follows:
(A) DESCRIPTION OF BUSINESS. The Company was organized on
December 3, 1997 for the purpose of engaging in any lawful business. The
Company is in the development stage and operations have not commenced.
The Company has selected the calendar year as its fiscal year.
(B) COMMON STOCK ISSUED. The Company has authorized
100,000,000 shares of Common Stock having a par value of $.0001 per
share and 20,000,000 shares of preferred stock having a par value $.0001
per share. As of December 16, 1997, 5,000,000 shares of Common Stock
had been issued and were outstanding.
(C) As of December 16, 1997, no shareholders, officers, directors or
other related parties had incurred costs on behalf of the Company to be
repaid or refunded by the Company.
F-4
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this registration statement to be signed on its behalf by
the undersigned thereunto duly authorized.
ABERDEEN ACQUISITION CORPORATION
By: /s/ James M. Cassidy
James M. Cassidy, Director and President
February 9, 1997
CERTIFICATE OF INCORPORATION
of
THE ABERDEEN ACQUISITION CORPORATION
ARTICLE ONE
Name
The name of the Corporation is the Aberdeen
Acquisition Corporation.
ARTICLE TWO
Duration
The Corporation shall have perpetual existence.
ARTICLE THREE
Purpose
The purpose for which this Corporation is
organized is to engage in any lawful act or activity
for which corporations may be organized under the
General Corporation Law of Delaware.
ARTICLE FOUR
Shares
The total number of shares of stock which the
Corporation shall have authority to issue is
120,000,000 shares, consisting of 100,000,000 shares
of Common Stock having a par value of $.0001 per
share and 20,000,000 shares of Preferred Stock having
a par value of $.0001 per share.
The Board of Directors is authorized to provide
for the issuance of the shares of Preferred Stock in
series and, by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish
from time to time the number of shares to be included
in each such series, and to fix the designation,
powers, preferences and rights of the shares of each
such series and the qualifications, limitations or
restrictions thereof.
The authority of the Board of Directors with
respect to each series of Preferred Stock shall
include, but not be limited to, determination of the
following:
A. The number of shares constituting that
series and the distinctive designation of that
series;
B. The dividend rate on the shares of that
series, whether dividends shall be cumulative, and,
if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends
on share of that series;
C. Whether that series shall have voting
rights, in addition to the voting rights provided by
law, and, if so, the terms of such voting rights;
D. Whether that series shall have conversion
privileges, and, if so, the terms and conditions of
such conversion, including provision for adjustment
of the conversion rate in such events as the Board of
Directors shall determine;
E. Whether or not the shares of that series
shall be redeemable, and, if so, the terms and
conditions of such redemption, including the date or
dates upon or after which they shall be redeemable,
and the amount per share payable in case of
redemption, which amount may vary under different
conditions and at different redemption dates;
F. Whether that series shall have a sinking
fund for the redemption or purchase of shares of that
series, and, if so, the terms and amount of such
sinking fund;
G. The rights of the shares of that series in
the event of voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, and the
relative rights of priority, if any, of payment of
shares of that series; and
H. Any other relative rights, preferences and
limitations of that series.
ARTICLE FIVE
Commencement of Business
The Corporation is authorized to commence
business as soon as its certificate of incorporation
has been filed.
ARTICLE SIX
Principal Office and Registered Agent
The post office address of the initial
registered office of the Corporation and the name of
its initial registered agent and its business address
is
The Prentice-Hall Corporation System, Inc.
1013 Centre Road
Wilmington, Delaware 19805 (County of New
Castle)
The initial registered agent is a resident of
the State of Delaware.
ARTICLE SEVEN
Incorporator
Lee W. Cassidy, 1504 R Street, N.W., Washington,
D.C. 20009.
ARTICLE EIGHT
Pre-Emptive Rights
No Shareholder or other person shall have any
pre-emptive rights whatsoever.
ARTICLE NINE
By-Laws
The initial by-laws shall be adopted by the
Shareholders or the Board of Directors. The power to
alter, amend, or repeal the by-laws or adopt new by-
laws is vested in the Board of Directors, subject to
repeal or change by action of the Shareholders.
ARTICLE TEN
Number of Votes
Each share of Common Stock has one vote on each
matter on which the share is entitled to vote.
ARTICLE ELEVEN
Majority Votes
A majority vote of a quorum of Shareholders
(consisting of the holders of a majority of the
shares entitled to vote, represented in person or by
proxy) is sufficient for any action which requires
the vote or concurrence of Shareholders, unless
otherwise required or permitted by law or the by-laws
of the Corporation.
ARTICLE TWELVE
Non-Cumulative Voting
Directors shall be elected by majority vote.
Cumulative voting shall not be permitted.
ARTICLE THIRTEEN
Interested Directors, Officers and Securityholders
A. Validity. If Paragraph (B) is satisfied, no
contract or other transaction between the Corporation
and any of its directors, officers or
securityholders, or any corporation or firm in which
any of them are directly or indirectly interested,
shall be invalid solely because of this relationship
or because of the presence of the director, officer
or securityholder at the meeting of the Board of
Directors or committee authorizing the contract or
transaction, or his participation or vote in the
meeting or authorization.
B. Disclosure, Approval, Fairness. Paragraph
(A) shall apply only if:
(1) The material facts of the relationship or
interest of each such director, officer or
securityholder are known or disclosed:
(a) to the Board of Directors or the committee
and it nevertheless authorizes or ratifies the
contract or transaction by a majority of the
directors present, each such interested director to
be counted in determining whether a quorum is present
but not in calculating the majority necessary to
carry the vote; or
(b) to the Shareholders and they nevertheless
authorize or ratify the contract or transaction by a
majority of the shares present, each such interested
person to be counted for quorum and voting purposes;
or
(2) the contract or transaction is fair to the
Corporation as of the time it is authorized or
ratified by the Board of Directors, the committee or
the Shareholders.
ARTICLE FOURTEEN
Indemnification and Insurance
A. Persons. The Corporation shall indemnify,
to the extent provided in Paragraphs (B), (D) or (F)
and to the extent permitted from time to time by law:
(1) any person who is or was director, officer,
agent or employee of the Corporation, and
(2) any person who serves or served at the
Corporation's request as a director, officer, agent,
employee, partner or trustee of another corporation
or of a partnership, joint venture, trust or other
enterprise.
B. Extent--Derivative Suits. In case of a suit
by or in the right of the Corporation against a
person named in Paragraph (A) by reason of his
holding a position named in Paragraph (A), the
Corporation shall indemnify him, if he satisfies the
standard in Paragraph (C), for expenses (including
attorney's fees but excluding amounts paid in
settlement) actually and reasonably incurred by him
in connection with the defense or settlement of the
suit.
C. Standard--Derivative Suits. In case of a
suit by or in the right of the Corporation, a person
named in Paragraph (A) shall be indemnified only if:
(1) he is successful on the merits or
otherwise, or
(2) he acted in good faith in the transaction
which is the subject of the suit, and in a manner he
reasonably believed to be in, or not opposed to, the
best interests of the Corporation. However, he shall
not be indemnified in respect of any claim, issue or
matter as to which he has been adjudged liable for
negligence or misconduct in the performance of his
duty to the Corporation unless (and only to the
extent that) the court in which the suit was brought
shall determine, upon application, that despite the
adjudication but in view of all the circumstances, he
is fairly and reasonably entitled to indemnity for
such expenses as the court shall deem proper.
D. Extent--Nonderivative Suits. In case of a
suit, action or proceeding (whether civil, criminal,
administrative or investigative), other than a suit
by or in the right of the Corporation against a
person named in Paragraph (A) by reason of his
holding a position named in Paragraph (A), the
Corporation shall indemnify him, if he satisfies the
standard in Paragraph (E), for amounts actually and
reasonably incurred by him in connection with the
defense or settlement of the suit as
(1) expenses (including attorneys' fees),
(2) amounts paid in settlement
(3) judgments, and
(4) fines.
E. Standard--Nonderivative Suits. In case of a
nonderivative suit, a person named in Paragraph (A)
shall be indemnified only if:
(1) he is successful on the merits or
otherwise, or
(2) he acted in good faith in the transaction
which is the subject of the nonderivative suit, and
in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation and
, with respect to any criminal action or proceeding,
he had no reason to believe his conduct was unlawful.
The termination of a nonderivative suit by judgement,
order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not, of itself,
create a presumption that the person failed to
satisfy this Paragraph (E) (2).
F. Determination That Standard Has Been Met. A
determination that the standard of Paragraph (C) or
(E) has been satisfied may be made by a court of law
or equity or the determination may be made by:
(1) a majority of the directors of the
Corporation (whether or not a quorum) who were not
parties to the action, suit or proceeding, or
(2) independent legal counsel (appointed by a
majority of the directors of the Corporation, whether
or not a quorum, or elected by the Shareholders of
the Corporation) in a written opinion, or
(3) the Shareholders of the Corporation.
G. Proration. Anyone making a determination
under Paragraph (F) may determine that a person has
met the standard as to some matters but not as to
others, and may reasonably prorate amounts to be
indemnified.
H. Advance Payment. The Corporation may pay in
advance any expenses (including attorney's fees)
which may become subject to indemnification under
paragraphs (A) - (G) if:
(1) the Board of Directors authorizes the
specific payment and
(2) the person receiving the payment undertakes
in writing to repay unless it is ultimately
determined that he is entitled to indemnification by
the Corporation under Paragraphs (A) - (G).
I. Nonexclusive. The indemnification provided
by Paragraphs (A) - (G) shall not be exclusive of any
other rights to which a person may be entitled by law
or by by-law, agreement, vote of Shareholders or
disinterested directors, or otherwise.
J. Continuation. The indemnification and
advance payment provided by Paragraphs (A) - (H)
shall continue as to a person who has ceased to hold
a position named in paragraph (A) and shall inure to
his heirs, executors and administrators.
K. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who holds
or who has held any position named in Paragraph (A)
against any liability incurred by him in any such
positions or arising out of this status as such,
whether or not the Corporation would have power to
indemnify him against such liability under Paragraphs
(A) - (H).
L. Reports. Indemnification payments, advance
payments, and insurance purchases and payments made
under Paragraphs (A) - (K) shall be reported in
writing to the Shareholders of the Corporation with
the next notice of annual meeting, or within six
months, whichever is sooner.
M. Amendment of Article. Any changes in the
General Corporation Law of Delaware increasing,
decreasing, amending, changing or otherwise effecting
the indemnification of directors, officers, agents,
or employees of the Corporation shall be incorporated
by reference in this Article as of the date of such
changes without further action by the Corporation,
its Board of Directors, of Shareholders, it being the
intention of this Article that directors, officers,
agents and employees of the Corporation shall be
indemnified to the maximum degree allowed by the
General Corporation Law of the State of Delaware at
all times.
ARTICLE FIFTEEN
Limitation On Director Liability
A. Scope of Limitation. No person, by virtue
of being or having been a director of the
Corporation, shall have any personal liability for
monetary damages to the Corporation or any of its
Shareholders for any breach of fiduciary duty except
as to the extent provided in Paragraph (B).
B. Extent of Limitation. The limitation
provided for in this Article shall not eliminate or
limit the liability of a director to the Corporation
or its Shareholders (i) for any breach of the
director's duty of loyalty to the Corporation or its
Shareholders (ii) for any acts or omissions not in
good faith or which involve intentional misconduct or
a knowing violation of law (iii) for any unlawful
payment of dividends or unlawful stock purchases or
redemptions in violation of Section 174 of the
General Corporation Law of Delaware or (iv) for any
transaction for which the director derived an
improper personal benefit.
IN WITNESS WHEREOF, the incorporator hereunto
has executed this certificate of incorporation on
this 2nd day of December, 1997.
________________________________
Lee W. Cassidy, Incorporator
ABERDEEN ACQUISITION CORPORATION
By-Laws
Article I
The Stockholders
Section 1.1. Annual Meeting. The annual meeting of the
stockholders of Aberdeen Acquisition Corporation (the
"Corporation") shall be held on the third Thursday in May of each
year at 10:30 a.m. local time, or at such other date or time as
shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting, for the election of
directors and for the transaction of such other business as may
come before the meeting.
Section 1.2. Special Meetings. A special meeting of the
stockholders may be called at any time by the written resolution
or request of two-thirds or more of the members of the Board of
Directors, the president, or any executive vice president and
shall be called upon the written request of the holders of two-
thirds or more in amount, of each class or series of the capital
stock of the Corporation entitled to vote at such meeting on the
matters(s) that are the subject of the proposed meeting, such
written request in each case to specify the purpose or purposes
for which such meeting shall be called, and with respect to
stockholder proposals, shall further comply with the requirements
of this Article.
Section 1.3. Notice of Meetings. Written notice of each
meeting of stockholders, whether annual or special, stating the
date, hour and place where it is to be held, shall be served
either personally or by mail, not less than fifteen nor more than
sixty days before the meeting, upon each stockholder of record
entitled to vote at such meeting, and to any other stockholder to
whom the giving of notice may be required by law. Notice of a
special meeting shall also state the purpose or purposes for
which the meeting is called and shall indicate that it is being
issued by, or at the direction of, the person or persons calling
the meeting. If, at any meeting, action is proposed to be taken
that would, if taken, entitle stockholders to receive payment for
their stock, the notice of such meeting shall include a statement
of that purpose and to that effect. If mailed, notice shall be
deemed to be delivered when deposited in the United States mail
or with any private express mail service, postage or delivery fee
prepaid, and shall be directed to each such stockholder at his
address, as it appears on the records of the stockholders of the
Corporation, unless he shall have previously filed with the
secretary of the Corporation a written request that notices
intended for him be mailed to some other address, in which case,
it shall be mailed to the address designated in such request.
Section 1.4. Fixing Date of Record. (a) In order that the
Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders, or any adjournment
thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten
days before the date of such meeting. If no record date is fixed
by the Board of Directors, the record date for determining
stockholders entitled to notice of, or to vote at, a meeting of
stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or if notice is
waived, at the close of business on the day next preceding the
day on which the meeting is held. A determination of
stockholders of record entitled to notice of, or to vote at, a
meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a
new record date for the adjourned meeting.
(b) In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing
without a meeting (to the extent that such action by written
consent is permitted by law, the Certificate of Incorporation and
these By-Laws), the Board of Directors may fix a record date,
which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten days after
the date upon which the resolution fixing the record date is
adopted by the Board of Directors. If no record date has been
fixed by the Board of Directors, the record date for determining
stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors
is required by law, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation by delivery to its
registered office in its state of incorporation, its principal
place of business, or an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed
by the Board of Directors and prior action by the Board of
Directors is required by law, the record date for determining
stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such
prior action.
(c) In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders
entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date,
which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record
date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the
resolution relating thereto.
Section 1.5. Inspectors. At each meeting of the
stockholders, the polls shall be opened and closed and the
proxies and ballots shall be received and be taken in charge.
All questions touching on the qualification of voters and the
validity of proxies and the acceptance or rejection of votes,
shall be decided by one or more inspectors. Such inspectors
shall be appointed by the Board of Directors before or at the
meeting, or, if no such appointment shall have been made, then by
the presiding officer at the meeting. If for any reason any of
the inspectors previously appointed shall fail to attend or
refuse or be unable to serve, inspectors in place of any so
failing to attend or refusing or unable to serve shall be
appointed in like manner.
Section 1.6. Quorum. At any meeting of the stockholders
the holders of such number of all of the outstanding shares of
the capital stock of the Corporation taken together as a single
class as represents one-third of all votes that may be made at
such meeting, present in person or represented by proxy, shall
constitute a quorum of the stockholders for all purposes, unless
the representation of a larger number shall be required by law,
and, in that case, the representation of the number so required
shall constitute a quorum.
If the holders of the amount of stock necessary to
constitute a quorum shall fail to attend in person or by proxy at
the time and place fixed in accordance with these By-Laws for an
annual or special meeting, a majority in interest of the
stockholders present in person or by proxy may adjourn, from time
to time, without notice other than by announcement at the
meeting, until holders of the amount of stock requisite to
constitute a quorum shall attend. At any such adjourned meeting
at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as
originally notified.
Section 1.7. Business. The chairman of the Board, if any,
the president, or in his absence the vice-chairman, if any, or an
executive vice president, in the order named, shall call meetings
of the stockholders to order, and shall act as chairman of such
meeting; provided, however, that the Board of Directors or
executive committee may appoint any stockholder to act as
chairman of any meeting in the absence of the chairman of the
Board. The secretary of the Corporation shall act as secretary
at all meetings of the stockholders, but in the absence of the
secretary at any meeting of the stockholders, the presiding
officer may appoint any person to act as secretary of the
meeting.
Section 1.8. Stockholder Proposals. No proposal by a
stockholder shall be presented for vote at a special or annual
meeting of stockholders unless such stockholder shall, not later
than the close of business on the fifth day following the date on
which notice of the meeting is first given to stockholders,
provide the Board of Directors or the secretary of the
Corporation with written notice of intention to present a
proposal for action at the forthcoming meeting of stockholders,
which notice shall include the name and address of such
stockholder, the number of voting securities that he holds of
record and that he holds beneficially, the text of the proposal
to be presented to the meeting and a statement in support of the
proposal.
Any stockholder who was a stockholder of record on the
applicable record date may make any other proposal at an annual
meeting or special meeting of stockholders and the same may be
discussed and considered, but unless stated in writing and filed
with the Board of Directors or the secretary prior to the date
set forth hereinabove, such proposal shall be laid over for
action at an adjourned, special, or annual meeting of the
stockholders taking place sixty days or more thereafter. This
provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers,
directors, and committees, but in connection with such reports,
no new business proposed by a stockholder, qua stockholder, shall
be acted upon at such annual meeting unless stated and filed as
herein provided.
Notwithstanding any other provision of these By-Laws, the
Corporation shall be under no obligation to include any
stockholder proposal in its proxy statement materials or
otherwise present any such proposal to stockholders at a special
or annual meeting of stockholders if the Board of Directors
reasonably believes the proponents thereof have not complied with
Sections 13 or 14 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder; nor shall the
Corporation be required to include any stockholder proposal not
required to be included in its proxy materials to stockholders in
accordance with any such section, rule or regulation.
Section 1.9. Proxies. At all meetings of stockholders, a
stockholder entitled to vote may vote either in person or by
proxy executed in writing by the stockholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the
secretary before or at the time of the meeting. No proxy shall
be valid after eleven months from the date of its execution,
unless otherwise provided in the proxy.
Section 1.10. Voting by Ballot. The votes for directors,
and upon the demand of any stockholder or when required by law,
the votes upon any question before the meeting, shall be by
ballot.
Section 1.11. Voting Lists. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at
least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of each
stockholder and the number of shares of stock registered in the
name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours for a period of at least
ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified
in the notice of the meeting, or if not so specified, at the
place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the
whole time thereof and may be inspected by any stockholder who is
present.
Section 1.12. Place of Meeting. The Board of Directors may
designate any place, either within or without the state of
incorporation, as the place of meeting for any annual meeting or
any special meeting called by the Board of Directors. If no
designation is made or if a special meeting is otherwise called,
the place of meeting shall be the principal office of the
Corporation.
Section 1.13. Voting of Stock of Certain Holders. Shares
of capital stock of the Corporation standing in the name of
another corporation, domestic or foreign, may be voted by such
officer, agent, or proxy as the by-laws of such corporation may
prescribe, or in the absence of such provision, as the board of
directors of such corporation may determine.
Shares of capital stock of the Corporation standing in the
name of a deceased person, a minor ward or an incompetent person
may be voted by his administrator, executor, court-appointed
guardian or conservator, either in person or by proxy, without a
transfer of such stock into the name of such administrator,
executor, court-appointed guardian or conservator. Shares of
capital stock of the Corporation standing in the name of a
trustee may be voted by him, either in person or by proxy.
Shares of capital stock of the Corporation standing in the
name of a receiver may be voted, either in person or by proxy, by
such receiver, and stock held by or under the control of a
receiver may be voted by such receiver without the transfer
thereof into his name if authority to do so is contained in any
appropriate order of the court by which such receiver was
appointed.
A stockholder whose stock is pledged shall be entitled to
vote such stock, either in person or by proxy, until the stock
has been transferred into the name of the pledgee, and thereafter
the pledgee shall be entitled to vote, either in person or by
proxy, the stock so transferred.
Shares of its own capital stock belonging to this
Corporation shall not be voted, directly or indirectly, at any
meeting and shall not be counted in determining the total number
of outstanding stock at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall
be counted in determining the total number of outstanding stock
at any given time.
Article II
Board of Directors
Section 2.1. General Powers. The business, affairs, and
the property of the Corporation shall be managed and controlled
by the Board of Directors (the "Board"), and, except as otherwise
expressly provided by law, the Certificate of Incorporation or
these By-Laws, all of the powers of the Corporation shall be
vested in the Board.
Section 2.2. Number of Directors. The number of directors
which shall constitute the whole Board shall be not fewer than
one nor more than five. Within the limits above specified, the
number of directors shall be determined by the Board of Directors
pursuant to a resolution adopted by a majority of the directors
then in office.
Section 2.3. Election, Term and Removal. Directors shall
be elected at the annual meeting of stockholders to succeed those
directors whose terms have expired. Each director shall hold
office for the term for which elected and until his or her
successor shall be elected and qualified. Directors need not be
stockholders. A director may be removed from office at a meeting
expressly for that purpose by the vote of stockholders holding
not less than two-thirds of the shares entitled to vote at an
election of directors.
Section 2.4. Vacancies. Vacancies in the Board of
Directors, including vacancies resulting from an increase in the
number of directors, may be filled by the affirmative vote of a
majority of the remaining directors then in office, though less
than a quorum; except that vacancies resulting from removal from
office by a vote of the stockholders may be filled by the
stockholders at the same meeting at which such removal occurs
provided that the holders of not less than two-thirds of the
outstanding capital stock of the Corporation (assessed upon the
basis of votes and not on the basis of number of shares) entitled
to vote for the election of directors, voting together as a
single class, shall vote for each replacement director. All
directors elected to fill vacancies shall hold office for a term
expiring at the time of the next annual meeting of stockholders
and upon election and qualification of his successor. No
decrease in the number of directors constituting the Board of
Directors shall shorten the term of an incumbent director.
Section 2.5. Resignations. Any director of the Corporation
may resign at any time by giving written notice to the president
or to the secretary of the Corporation. The resignation of any
director shall take effect at the time specified therein and,
unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 2.6. Place of Meetings, etc. The Board of
Directors may hold its meetings, and may have an office and keep
the books of the Corporation (except as otherwise may be provided
for by law), in such place or places in or outside the state of
incorporation as the Board from time to time may determine.
Section 2.7. Regular Meetings. Regular meetings of the
Board of Directors shall be held as soon as practicable after
adjournment of the annual meeting of stockholders at such time
and place as the Board of Directors may fix. No notice shall be
required for any such regular meeting of the Board.
Section 2.8. Special Meetings. Special meetings of the
Board of Directors shall be held at places and times fixed by
resolution of the Board of Directors, or upon call of the
chairman of the Board, if any, or vice-chairman of the Board, if
any, the president, an executive vice president or two-thirds of
the directors then in office.
The secretary or officer performing the secretary's duties
shall give not less than twenty-four hours' notice by letter,
telegraph or telephone (or in person) of all special meetings of
the Board of Directors, provided that notice need not given of
the annual meeting or of regular meetings held at times and
places fixed by resolution of the Board. Meetings may be held at
any time without notice if all of the directors are present, or
if those not present waive notice in writing either before or
after the meeting. The notice of meetings of the Board need not
state the purpose of the meeting.
Section 2.9. Participation by Conference Telephone.
Members of the Board of Directors of the Corporation, or any
committee thereof, may participate in a regular or special or any
other meeting of the Board or committee by means of conference
telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and
such participation shall constitute presence in person at such
meeting.
Section 2.10. Action by Written Consent. Any action
required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a
meeting if prior or subsequent to such action all the members of
the Board or such committee, as the case may be, consent thereto
in writing, and the writing or writings are filed with the
minutes of the proceedings of the Board or committee.
Section 2.11. Quorum. A majority of the total number of
directors then in office shall constitute a quorum for the
transaction of business; but if at any meeting of the Board there
be less than a quorum present, a majority of those present may
adjourn the meeting from time to time.
Section 2.12. Business. Business shall be transacted at
meetings of the Board of Directors in such order as the Board may
determine. At all meetings of the Board of Directors, the
chairman of the Board, if any, the president, or in his absence
the vice-chairman, if any, or an executive vice president, in the
order named, shall preside.
Section 2.13. Interest of Directors in Contracts. (a) No
contract or transaction between the Corporation and one or more
of its directors or officers, or between the Corporation and any
other corporation, partnership, association, or other
organization in which one or more of the Corporation's directors
or officers, are directors or officers, or have a financial
interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or
participates in the meeting of the Board or committee which
authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if:
(1) The material facts as to his relationship or interest
and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee,
and the Board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though
the disinterested directors be less than a quorum; or
(2) The material facts as to his relationship or interest
and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon,
and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or
(3) The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved
or ratified, by the Board of Directors, a committee of
the Board of Directors or the stockholders.
(b) Interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of
a committee which authorizes the contract or transaction.
Section 2.14. Compensation of Directors. Each director of
the Corporation who is not a salaried officer or employee of the
Corporation, or of a subsidiary of the Corporation, shall receive
such allowances for serving as a director and such fees for
attendance at meetings of the Board of Directors or the executive
committee or any other committee appointed by the Board as the
Board may from time to time determine.
Section 2.15. Loans to Officers or Employees. The Board of
Directors may lend money to, guarantee any obligation of, or
otherwise assist, any officer or other employee of the
Corporation or of any subsidiary, whether or not such officer or
employee is also a director of the Corporation, whenever, in the
judgment of the directors, such loan, guarantee, or assistance
may reasonably be expected to benefit the Corporation; provided,
however, that any such loan, guarantee, or other assistance given
to an officer or employee who is also a director of the
Corporation must be authorized by a majority of the entire Board
of Directors. Any such loan, guarantee, or other assistance may
be made with or without interest and may be unsecured or secured
in such manner as the Board of Directors shall approve,
including, but not limited to, a pledge of shares of the
Corporation, and may be made upon such other terms and conditions
as the Board of Directors may determine.
Section 2.16. Nomination. Subject to the rights of holders
of any class or series of stock having a preference over the
common stock as to dividends or upon liquidation, nominations for
the election of directors may be made by the Board of Directors
or by any stockholder entitled to vote in the election of
directors generally. However, any stockholder entitled to vote
in the election of directors generally may nominate one or more
persons for election as directors at a meeting only if written
notice of such stockholder's intent to make such nomination or
nominations has been given, either by personal delivery or by
United States mail, postage prepaid, to the secretary of the
Corporation not later than (i) with respect to an election to be
held at an annual meeting of stockholders, the close of business
on the last day of the eighth month after the immediately
preceding annual meeting of stockholders, and (ii) with respect
to an election to be held at a special meeting of stockholders
for the election of directors, the close of business on the fifth
day following the date on which notice of such meeting is first
given to stockholders. Each such notice shall set forth: (a) the
name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination
or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder
as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange
Commission, had the nominee been nominated, or intended to be
nominated, by the Board of Directors, and; (e) the consent of
each nominee to serve as a director of the Corporation if so
elected. The presiding officer at the meeting may refuse to
acknowledge the nomination of any person not made in compliance
with the foregoing procedure.
Article III
Committees
Section 3.1. Committees. The Board of Directors, by
resolution adopted by a majority of the number of directors then
fixed by these By-Laws or resolution thereto, may establish such
standing or special committees of the Board as it may deem
advisable, and the members, terms, and authority of such
committees shall be set forth in the reslutions establishing such
committee.
Section 3.2. Executive Committee Number and Term of Office.
The Board of Directors may, at any meeting, by majority vote of
the Board of Directors, elect from the directors an executive
committee. The executive committee shall consist of such number
of members as may be fixed from time to time by resolution of the
Board of Directors. The Board of Directors may designate a
chairman of the committee who shall preside at all meetings
thereof, and the committee shall designate a member thereof to
preside in the absence of the chairman.
Section 3.3. Executive Committee Powers. The executive
committee may, while the Board of Directors is not in session,
exercise all or any of the powers of the Board of Directors in
all cases in which specific directions shall not have been given
by the Board of Directors; except that the executive committee
shall not have the power or authority of the Board of Directors
to (i) amend the Certificate of Incorporation or the By-Laws of
the Corporation, (ii) fill vacancies on the Board of Directors,
(iii) adopt an agreement or certification of ownership, merger or
consolidation, (iv) recommend to the stockholders the sale, lease
or exchange of all or substantially all of the Corporation's
property and assets, or a dissolution of the Corporation or a
revocation of a dissolution, (v) declare a dividend, or (vi)
authorize the issuance of stock.
Section 3.4. Executive Committee Meetings. Regular and
special meetings of the executive committee may be called and
held subject to the same requirements with respect to time, place
and notice as are specified in these By-Laws for regular and
special meetings of the Board of Directors. Special meetings of
the executive committee may be called by any member thereof.
Unless otherwise indicated in the notice thereof, any and all
business may be transacted at a special or regular meeting of the
executive meeting if a quorum is present. At any meeting at
which every member of the executive committee shall be present,
in person or by telephone, even though without any notice, any
business may be transacted. All action by the executive
committee shall be reported to the Board of Directors at its
meeting next succeeding such action.
The executive committee shall fix its own rules of
procedure, and shall meet where and as provided by such rules or
by resolution of the Board of Directors, but in every case the
presence of a majority of the total number of members of the
executive committee shall be necessary to constitute a quorum.
In every case, the affirmative vote of a quorum shall be
necessary for the adoption of any resolution.
Section 3.5. Executive Committee Vacancies. The Board of
Directors, by majority vote of the Board of Directors then in
office, shall fill vacancies in the executive committee by
election from the directors.
Article IV
The Officers
Section 4.1. Number and Term of Office. The officers of
the Corporation shall consist of, as the Board of Directors may
determine and appoint from time to time, a chief executive
officer, a president, one or more executive vice-presidents, a
secretary, a treasurer, a controller, and/or such other officers
as may from time to time be elected or appointed by the Board of
Directors, including such additional vice-presidents with such
designations, if any, as may be determined by the Board of
Directors and such assistant secretaries and assistant
treasurers. In addition, the Board of Directors may elect a
chairman of the Board and may also elect a vice-chairman as
officers of the Corporation. Any two or more offices may be held
by the same person. In its discretion, the Board of Directors
may leave unfilled any office except as may be required by law.
The officers of the Corporation shall be elected or
appointed from time to time by the Board of Directors. Each
officer shall hold office until his successor shall have been
duly elected or appointed or until his death or until he shall
resign or shall have been removed by the Board of Directors.
Each of the salaried officers of the Corporation shall
devote his entire time, skill and energy to the business of the
Corporation, unless the contrary is expressly consented to by the
Board of Directors or the executive committee.
Section 4.2. Removal. Any officer may be removed by the
Board of Directors whenever, in its judgment, the best interests
of the Corporation would be served thereby.
Section 4.3. The Chairman of the Board. The chairman of
the Board, if any, shall preside at all meetings of stockholders
and of the Board of Directors and shall have such other authority
and perform such other duties as are prescribed by law, by these
By-Laws and by the Board of Directors. The Board of Directors
may designate the chairman of the Board as chief executive
officer, in which case he shall have such authority and perform
such duties as are prescribed by these By-Laws and the Board of
Directors for the chief executive officer.
Section 4.4. The Vice-Chairman. The vice-chairman, if any,
shall have such authority and perform such other duties as are
prescribed by these By-Laws and by the Board of Directors. In
the absence or inability to act of the chairman of the Board and
the president, he shall preside at the meetings of the
stockholders and of the Board of Directors and shall have and
exercise all of the powers and duties of the chairman of the
Board. The Board of Directors may designate the vice-chairman as
chief executive officer, in which case he shall have such
authority and perform such duties as are prescribed by these
By-Laws and the Board of Directors for the chief executive
officer.
Section 4.5. The President. The president shall have such
authority and perform such duties as are prescribed by law, by
these By-Laws, by the Board of Directors and by the chief
executive officer (if the president is not the chief executive
officer). The president, if there is no chairman of the Board,
or in the absence or the inability to act of the chairman of the
Board, shall preside at all meetings of stockholders and of the
Board of Directors. Unless the Board of Directors designates the
chairman of the Board or the vice-chairman as chief executive
officer, the president shall be the chief executive officer, in
which case he shall have such authority and perform such duties
as are prescribed by these By-Laws and the Board of Directors for
the chief executive officer.
Section 4.6. The Chief Executive Officer. Unless the Board
of Directors designates the chairman of the Board or the vice-
chairman as chief executive officer, the president shall be the
chief executive officer. The chief executive officer of the
Corporation shall have, subject to the supervision and direction
of the Board of Directors, general supervision of the business,
property and affairs of the Corporation, including the power to
appoint and discharge agents and employees, and the powers vested
in him by the Board of Directors, by law or by these By-Laws or
which usually attach or pertain to such office.
Section 4.7. The Executive Vice-Presidents. In the absence
of the chairman of the Board, if any, the president and the
vice-chairman, if any, or in the event of their inability or
refusal to act, the executive vice-president (or in the event
there is more than one executive vice-president, the executive
vice-presidents in the order designated, or in the absence of any
designation, then in the order of their election) shall perform
the duties of the chairman of the Board, of the president and of
the vice-chairman, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the chairman of
the Board, the president and the vice-chairman. Any executive
vice-president may sign, with the secretary or an authorized
assistant secretary, certificates for stock of the Corporation
and shall perform such other duties as from time to time may be
assigned to him by the chairman of the Board, the president, the
vice-chairman, the Board of Directors or these By-Laws.
Section 4.8. The Vice-Presidents. The vice-presidents, if
any, shall perform such duties as may be assigned to them from
time to time by the chairman of the Board, the president, the
vice-chairman, the Board of Directors, or these By-Laws.
Section 4.9. The Treasurer. Subject to the direction of
chief executive officer and the Board of Directors, the treasurer
shall have charge and custody of all the funds and securities of
the Corporation; when necessary or proper he shall endorse for
collection, or cause to be endorsed, on behalf of the
Corporation, checks, notes and other obligations, and shall cause
the deposit of the same to the credit of the Corporation in such
bank or banks or depositary as the Board of Directors may
designate or as the Board of Directors by resolution may
authorize; he shall sign all receipts and vouchers for payments
made to the Corporation other than routine receipts and vouchers,
the signing of which he may delegate; he shall sign all checks
made by the Corporation (provided, however, that the Board of
Directors may authorize and prescribe by resolution the manner in
which checks drawn on banks or depositaries shall be signed,
including the use of facsimile signatures, and the manner in
which officers, agents or employees shall be authorized to sign);
unless otherwise provided by resolution of the Board of
Directors, he shall sign with an officer-director all bills of
exchange and promissory notes of the Corporation; whenever
required by the Board of Directors, he shall render a statement
of his cash account; he shall enter regularly full and accurate
account of the Corporation in books of the Corporation to be kept
by him for that purpose; he shall, at all reasonable times,
exhibit his books and accounts to any director of the Corporation
upon application at his office during business hours; and he
shall perform all acts incident to the position of treasurer. If
required by the Board of Directors, the treasurer shall give a
bond for the faithful discharge of his duties in such sum and
with such sure ties as the Board of Directors may require.
Section 4.10. The Secretary. The secretary shall keep the
minutes of all meetings of the Board of Directors, the minutes of
all meetings of the stockholders and (unless otherwise directed
by the Board of Directors) the minutes of all committees, in
books provided for that purpose; he shall attend to the giving
and serving of all notices of the Corporation; he may sign with
an officer-director or any other duly authorized person, in the
name of the Corporation, all contracts authorized by the Board of
Directors or by the executive committee, and, when so ordered by
the Board of Directors or the executive committee, he shall affix
the seal of the Corporation thereto; he may sign with the
president or an executive vice-president all certificates of
shares of the capital stock; he shall have charge of the
certificate books, transfer books and stock ledgers, and such
other books and papers as the Board of Directors or the executive
committee may direct, all of which shall, at all reasonable
times, be open to the examination of any director, upon
application at the secretary's office during business hours; and
he shall in general perform all the duties incident to the office
of the secretary, subject to the control of the chief executive
officer and the Board of Directors.
Section 4.11. The Controller. The controller shall be the
chief accounting officer of the Corporation. Subject to the
supervision of the Board of Directors, the chief executive
officer and the treasurer, the controller shall provide for and
maintain adequate records of all assets, liabilities and
transactions of the Corporation, shall see that accurate audits
of the Corporation's affairs are currently and adequately made
and shall perform such other duties as from time to time may be
assigned to him.
Section 4.12. The Assistant Treasurers and Assistant
Secretaries. The assistant treasurers shall respectively, if
required by the Board of Directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as
the Board of Directors may determine. The assistant secretaries
as thereunto authorized by the Board of Directors may sign with
the chairman of the Board, the president, the vice-chairman or an
executive vice-president, certificates for stock of the
Corporation, the issue of which shall have been authorized by a
resolution of the Board of Directors. The assistant treasurers
and assistant secretaries, in general, shall perform such duties
as shall be assigned to them by the treasurer or the secretary,
respectively, or chief executive officer, the Board of Directors,
or these By-Laws.
Section 4.13. Salaries. The salaries of the officers shall
be fixed from time to time by the Board of Directors, and no
officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the Corporation.
Section 4.14. Voting upon stocks. Unless otherwise ordered
by the Board of Directors or by the executive committee, any
officer, director or any person or persons appointed in writing
by any of them, shall have full power and authority in behalf of
the Corporation to attend and to act and to vote at any meetings
of stockholders of any corporation in which the Corporation may
hold stock, and at any such meeting shall possess and may
exercise any and all the rights and powers incident to the
ownership of such stock, and which, as the owner thereof, the
Corporation might have possessed and exercised if present. The
Board of Directors may confer like powers upon any other person
or persons.
Article V
Contracts and Loans
Section 5.1. Contracts. The Board of Directors may
authorize any officer or officers, agent or agents, to enter into
any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be
general or confined to specific instances.
Section 5.2. Loans. No loans shall be contracted on behalf
of the Corporation and no evidences of indebtedness shall be
issued in its name unless authorized by a resolution of the Board
of Directors. Such authority may be general or confined to
specific instances.
Article VI
Certificates for Stock and Their Transfer
Section 6.1. Certificates for Stock. Certificates
representing stock of the Corporation shall be in such form as
may be determined by the Board of Directors. Such certificates
shall be signed by the chairman of the Board, the president, the
vice-chairman or an executive vice-president and/or by the
secretary or an authorized assistant secretary and shall be
sealed with the seal of the Corporation. The seal may be a
facsimile. If a stock certificate is countersigned (i) by a
transfer agent other than the Corporation or its employee, or
(ii) by a registrar other than the Corporation or its employee,
any other signature on the certificate may be a facsimile. In
the event that any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent,
or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue. All
certificates for stock shall be consecutively numbered or
otherwise identified. The name of the person to whom the shares
of stock represented thereby are issued, with the number of
shares of stock and date of issue, shall be entered on the books
of the Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled and no new
certificates shall be issued until the former certificate for a
like number of shares of stock shall have been surrendered and
canceled, except that, in the event of a lost, destroyed or
mutilated certificate, a new one may be issued therefor upon such
terms and indemnity to the Corporation as the Board of Directors
may prescribe.
Section 6.2. Transfers of Stock. Transfers of stock of the
Corporation shall be made only on the books of the Corporation by
the holder of record thereof or by his legal representative, who
shall furnish proper evidence of authority to transfer, or by his
attorney thereunto authorized by power of attorney duly executed
and filed with the secretary of the Corporation, and on surrender
for cancellation of the certificate for such stock. The person
in whose name stock stands on the books of the Corporation shall
be deemed the owner thereof for all purposes as regards the
Corporation.
Article VII
Fiscal Year
Section 7.1. Fiscal Year. The fiscal year of the
Corporation shall begin on the first day of January in each year
and end on the last day of December in each year.
Article VIII
Seal
Section 8.1. Seal. The Board of Directors shall approve a
corporate seal which shall be in the form of a circle and shall
have inscribed thereon the name of the Corporation.
Article IX
Waiver of Notice
Section 9.1. Waiver of Notice. Whenever any notice is
required to be given under the provisions of these By-Laws or
under the provisions of the Certificate of Incorporation or under
the provisions of the corporation law of the state of
incorporation, waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such
notice. Attendance of any person at a meeting for which any
notice is required to be given under the provisions of these
By-Laws, the Certificate of Incorporation or the corporation law
of the state of incorporation shall constitute a waiver of notice
of such meeting except when the person attends for the express
purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully
called or convened.
Article X
Amendments
Section 10.1. Amendments. These By-Laws may be altered,
amended or repealed and new By-Laws may be adopted at any meeting
of the Board of Directors of the Corporation by the affirmative
vote of a two-thirds or more of the members of the Board, or by
the affirmative vote of the holders of 75 percent or more of the
outstanding capital stock of the Corporation (assessed upon the
basis of votes and not on the basis of number of shares) entitled
to vote generally in the election of directors, voting together
as a single class, cast at a meeting of the stockholders called
for that purpose.
Article XI
Indemnification
Section 11.1. Indemnification. The Corporation shall
indemnify its officers, directors, employees and agents to the
fullest extent permitted by the Nevada General Corporation Law,
as amended from time to time.
[END]
Aberdeen Acquisition Corporation
1504 R Street, NW
Washington, D.C.
December 15, 1997
Pierce Mill Associates, Inc.
1504 R Street, N.W.
Washington, D.C. 20009
Re: Lock Up Agreement with Aberdeen Acquisition Corporation
Gentlemen:
As part of the sale of the shares of Common Stock of Aberdeen Acquisition
Corporation (the "Company") to the undersigned (the "Holder"), the Holder hereby
represents, warrants, covenants and agrees, for the benefit of the Company
and the holders of record (the "third party beneficiaries") of the
Company's outstanding securities, including the Company's Common Stock,
$.0001 par value (the "Stock") at the date hereof and during the pendency
of this letter agreement that the Holder will not transfer, sell, contract
to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any
option to purchase or otherwise dispose of, directly or indirectly, its shares
of Stock of the Company owned beneficially or otherwise by the Holder
except in connection with or following completion of a merger
or acquisition by the Company and the Company is no longer classified
as a blank check company as defined in Section 7(b)(3) of the Securities Act
of 1933, as amended.
Any attempted sale, transfer or other disposition in violation of this
letter agreement shall be null and void.
The Holder further agrees that the Company (i) will instruct its
transfer agent not to transfer such securities (ii) may provide a copy
of this letter agreement to the Company's transfer agent for the
purpose of instructing the Company's transfer agent to place a legend on the
certificate(s) evidencing the securities subject hereto and disclosing
that any transfer, sale, contract for sale, devise, gift,
assignment, pledge or hypothecation of such securities is subject
to the terms of this letter agreement and (iii) will issue stop-transfer
instructions to its transfer agent for the period contemplated by this
letter agreement for such securities.
This letter agreement shall be binding upon the Holder, its agents,
heirs, successors, assigns and beneficiaries.
Any waiver by the Company of any of the terms and conditions of this
letter agreement in any instance must be in writing and must be duly executed
by the Company and the Holder and shall not be deemed or construed to be
a waiver of such term or condition for the future, or of any subsequent
breach thereof.
The Holder agrees that any breach of this letter agreement will cause
the Company and the third party beneficiaries irreparable damage for which
there is no adequate remedy at law. If there is a breach or threatened
breach of this letter agreement by the Holder, the Holder hereby agrees that
the Company and the third party beneficiaries shall be entitled to the
issuance of an immediate injunction without notice to restrain the breach
or threatened breach. The Holder also agrees that the Company
and all third party beneficiaries shall be entitled to pursue any other
remedies for such a breach or threatened breach, including a claim for money
damages.
THE HOLDER
By: /s/ James M. Cassidy
President, Pierce Mill Associates, Inc.
Agreed and accepted this 15th day of December , 1997.
Aberdeen Acquisition Corporation
1504 R Street, NW
Washington, D.C.
December 15, 1997
Cassidy & Associates
1504 R Street, N.W.
Washington, D.C. 20009
Re: Lock Up Agreement with Aberdeen Acquisition Corporation
Gentlemen:
As part of the sale of the shares of Common Stock of Aberdeen
Acquisition Corporation (the "Company") to the undersigned (the "Holder"), the
Holder hereby represents, warrants, covenants and agrees, for the benefit
of the Company and the holders of record (the "third party beneficiaries") of
the Company's outstanding securities, including the Company's Common Stock,
$.0001 par value (the "Stock") at the date hereof and during the pendency of
this letter agreement that the Holder will not transfer, sell, contract
to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any
option to purchase or otherwise dispose of, directly or indirectly, its shares
of Stock of the Company owned beneficially or otherwise by the Holder except
in connection with or following completion of a merger or acquisition by the
Company and the Company is no longer classified as a blank check company as
defined in Section 7(b)(3) of the Securities Act of 1933, as amended.
Any attempted sale, transfer or other disposition in violation of this
letter agreement shall be nulland void.
The Holder further agrees that the Company (i) will instruct its
transfer agent not to transfer such securities (ii) may provide a copy
of this letter agreement to the Company's transfer agent for the
purpose of instructing the Company's transfer agent to place a legend on the
certificate(s) evidencing the securities subject hereto and disclosing
that any transfer, sale, contract for sale, devise, gift, assignment,
pledge or hypothecation of such securities is subject to the terms of this
letter agreement and (iii) will issue stop-transfer instructions to its
transfer agent for the period contemplated by this letter agreement for
such securities.
This letter agreement shall be binding upon the Holder, its agents,
heirs, successors, assigns and beneficiaries.
Any waiver by the Company of any of the terms and conditions of this
letter agreement in any instance must be in writing and must be duly executed
by the Company and the Holder and shall not be deemed or construed to be a
waiver of such term or condition for the future, or of any subsequent
breach thereof.
The Holder agrees that any breach of this letter agreement will cause
the Company and the third party beneficiaries irreparable damage for which
there is no adequate remedy at law. If there is a breach or threatened
breach of this letter agreement by the Holder, the Holder hereby agrees that
the Company and the third party beneficiaries shall be entitled to the
issuance of an immediate injunction without notice to restrain the breach or
threatened breach. The Holder also agrees that the Company and all third
party beneficiaries shall be entitled to pursue any other remedies for such
a breach or threatened breach, including a claim for money damages.
THE HOLDER
By: /s/ James M. Cassidy
Cassidy & Associates
Agreed and accepted this 15th day of December, 1997.
JOHN P. MACLEAN
CERTIFIED PUBLIC ACCOUNTANT
15701 ALAMEDA DRIVE
BOWIE, MARYLAND 20716-1312
301/249-4900
CONSENT OF CERTIFIED PUBLIC ACCOUNTANT
I hereby consent to the use in the Registration Statement on Form 10-SB
of my report dated December 21, 1997, relating to the audited financial
statements of Aberdeen Acquisition Corporation and the reference to my firm
under the caption "experts" in the Prospectus.
/s/ John P. MacLean
December 21, 1997
