<PAGE>
As filed with the Securities and Exchange Commission on April 6, 2000
UNTIED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRANTS OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12 (b) or (g) of the Securities Act of 1934
Victor Industries, Inc.
(Name of Small Business Issuer in its charter)
Idaho 91-078484114
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4810 North Wornath Road, Missoula, Montana 59804
(Address of principal executive officers)
Issuer's telephone number: (406) 251-8501
Securities to be registered under Section 12 (b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
Securities to be registered under Section 12 (g) of the Act:
Common Stock, par value $.05 per share
( Title of Class )
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<PAGE>
Victor Industries, Inc.
FORM 10-SB
Table of Contents
Page
PART I
Item 1. Description of Business............................................. 4
Item 2. Management's Discussion and Analysis or
Plan of Operation................................................... 8
Item 3. Description of Property............................................. 11
Item 4. Security Ownership of Certain Beneficial
Owners and Management............................................... 12
Item 5. Directors, Executive Officers, Promoters
and Control Persons................................................. 13
Item 6. Executive Compensation.............................................. 14
Item 7. Certain Relationships and Related Transactions...................... 15
Item 8. Description of Securities........................................... 15
PART II
Item 1. Market Price of and Dividends on Registrant's
Common Equity and Other Shareholder Matters......................... 16
Item 2. Legal Proceedings................................................... 20
Item 3. Changes in and Disagreements with Accountants....................... 20
Item 4. Recent Sales of Unregistered Securities............................. 20
Item 5. Indemnification of Directors and Officers........................... 21
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<PAGE>
Part F/S
Financial Statements........................................................F-1
PART III
Item 1. Index to Exhibits...................................................S-1
Item 2. Description of Exhibits.............................................S-1
Signatures..................................................................S-2
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<PAGE>
FORM 10-SB
PART I
Item 1. DESCRIPTION OF BUSINESS
Business Development
Victor Industries, Inc., an Idaho corporation ( "Victor Industries" or the
"Company"), is engaged in the sales and distribution of zeolite. The Company
contracts with independent contractors to mine and transport zeolite from
properties the contractors own or lease to a contract milling and packaging
facility. The Company markets the packaged and bulk ordered zeolite through
distributors and under distributor's private labels. This structure eliminates
the need for the Company to own any equipment or properties.
The Company was originally organized under the laws of the State of Idaho
on January 19th, 1926 under the name of Omo Mining and Leasing Corporation. The
Company was renamed Omo Mines Corporation on January 19th 1929. The name was
changed again on November 14th, 1936 to Kaslo Mines Corporation and finally
Victor Industries, Inc. December 24th, 1977.
There has been no bankruptcy, receivership or similar proceeding in the
Company's history.
There has been no material reclassification, merger, consolidation, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
The Company has not recorded any significant revenue for the past two years
and there is sustantial doubt about the Company continuuing as a going concern
without funding to develop assets and profitable operations.
BUSINESS OF THE ISSUER
The Company was engaged in the exploration of precious mineral mining
properties from 1977 until 1996 without notable success. The low precious
mineral prices induced the Company to refocus its efforts on zeolite upon
discovery of a significant zeolite deposit in 1996. Initial sales efforts were
hampered by inadequate funding and serious health problems for the principal
motivator of the Company. The Company had sales of approximately $6,000 annually
in 1997 through 1999. The poor health of the management prompted the Board of
Directors and the largest shareholders to sell a majority of their personal
Victor Industries common stock holdings to a new management team in December of
1999. The new management team intends to restart the business of sales and
distribution of zeolite.
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<PAGE>
THE PRODUCT
Zeolites have the unique distinction of being natures only negatively
charged mineral. The angstrom sized micropore structure of zeolites and ion
exchange capacity allow zeolites to act as molecular sieves, which make them
useful for metal and toxic chemical absorbents, water softeners, gas adsorbents,
radiation absorbents, soil and fertilizer amendments. There are approximately
fifty different types of zeolite in existence. Many of his number are synthetic
zeolites designed as specific molecular sieves. Clinoptilolite, one type of
natural zeolites, is the Company's focus. Clinoptilolite absorption of ammonia
provides a number of applications in the agricultural industry.
MARKETS AND APPLICATIONS
Research on the applications of zeolites began in earnest in North America
approximately twenty years ago, coincident with the discovery of significant
zeolite deposits in several western states. Although zeolite has been in use in
the far east for centuries as soil amendments and to reduce animal odor, usage
in North America is still limited to 60,000 tons annually. " Worldwide
production of natural zeolites is estimated to be 3,800,000 tons. The estimate
assumes that China, with 2,700,000 tons of production is the largest producer,
followed by Cuba at 606,000 tons. North American production includes Canada,
Mexico, and the United States. It is estimated to be 60,000 tons." (June 1999,
Mining and Engineering)
The largest producer of natural zeolites in the United States, St. Cloud
Mining, derives a significant portion of its sales as a soil amendment used on
golf course turf. Zeolite absorbs up to nine times its weight in water, reducing
the need for watering golf course greens. In addition, alternate soil amendments
are generally organic and decay over time causing settling of the soil and
uneven greens. The zeolite releases phosphates as the grass requires it reducing
the number of applications of fertilizer and reducing the leaching of phosphates
into groundwater.
"The ion exchange, adsorption, molecular sieve, and reversible dehydration
properties of zeolites coupled with their seemingly low cost of mining, suggest
a variety of industrial applications. Uses or potential uses include hydrocarbon
separations, purification and drying of gases, removal of cesium and strontium
from radioactive wastes, removal of ammonia from sewage and agricultural
effluents, and production of high-purity oxygen from air. Zeolites are also used
as soil amendments, carriers of pesticides and herbicides and dietary
supplements for pigs and chickens. Certain properties of zeolitic tuffs, such as
their light color, light weight, and low abrasiveness, permit uses as building
stone, lightweight aggregate and pozzolan in cement, and filler in paper." (
Zeolites in sedimentary deposits of the north western United States-potential
industrial minerals, Eleventh Industrial Minerals Forum )
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<PAGE>
PRODUCTION
The mining, milling and packaging are done by private contractors which
eliminates the need for the Company to own any equipment or property. Customer
orders are FOB the contract milling and packaging facility. Teague Mineral
Products and Clayton Calcium are two of the milling and packaging companies in
the area. There are several independent zeolite mining operations within
convenient trucking distance to the above milling and packing operations.
The packaged zeolite is loaded and delivered to the customers destination
by independent truckers.
There has not been any publicly announced new product.
Competitive business condition
There are thirteen companies listed as producers of natural zeolites in the
United States and Canada. Steelhead Resources, of Spokane, Wa. operates in a
similar fashion to Victor Industries in that Steelhead does not mine its own
zeolite. Currently Steelhead Resources purchases zeolite from St. Cloud Mining.
The companies that mine and sell zeolite are listed below:
1) Addwest Minerals International, Bitter Creek WY.
2) American Absorbents Natural Products, Hines, Or
3) American Resources Armagosa Valley, NV.
4) C2C Mining, Cache Creek, British Columbia, Canada
5) GSA Resources, Bowie, AZ.
6) Highwood Resources, Limeco Products Division, Cache Creek, British Columbia,
Canada
7) KMI, Sandy Valley, NV
8) The Moltan Co. Fernley, NV
9) The Norton Co., Succor Creek, OR ( clinoptilolite- mined and processed by
Teague Mineral Products)
10) St. Cloud Mining, Winston, NM
11) Teague Mineral Products, Adrian OR.
12) UOP (Allied Signal and Union Carbide joint venture) Bowie, AZ
13) Zeotech, Tilden, TX
Many of the competitors of Victor Industries are better financed and more
established than the Company. Several of the above listed competitors are
potential suppliers of raw and/or finished product. Competition is based on a
combination of factors. The purity of the product is one consideration, while
service and reliability are important requirements.
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<PAGE>
The importance of the confidentiality of the Company's customer list should
not be understated. The nascent state of the zeolite industry provides the
Company with more of a level playing ground with its more established
competitors than if the Company were competing in a more developed market. The
ultimate consumer of the zeolite product must be made aware of the benefits of
the use of zeolite. It is the opinion of the management of the Company that a
combination of focused direct sales efforts, combined with a broad based
advertising medium is the best marketing strategy available to the Company.
The Company intends to focus its initial direct sales efforts on the
livestock, pet and plant nursery markets. The adsorption of ammonia is one of
the most obvious benefits of the use of zeolite. The benefit of the reduction of
ammonia gas is quickly and clearly understood by the purchase manager of these
target markets. Despite the general ignorance of the benefits of the use of
zeolite a one on one demonstration that reduces the obvious odor of ammonia in
the workplace quickly wins an order from the customer.
The Company has received indications of interest from potential customers
of its product, however as noted above, reliability of delivery is an important
factor in the success of the Company. Therefore it is the policy of the Company
not to accept orders until it is assured that delivery can be made on a timely
and reliable basis. At present the Company has no firm orders and therefore no
dependence on one or a few customers.
The Company does not hold any patents, trademarks, licenses, franchises,
concessions or royalty agreements. There are no labor contracts and no union
agreements.
The Company does not anticipate significant delays in government approval to
operate. Zeolite has received a GRAS (generally regarded as safe ) rating from
the federal government. The zeolite mines that the Company contracts with are
fully permitted and have operated in each of the last four years. If government
approval was with held from one of the sources of raw material the Company could
access supplies from other operators.
If funding becomes available to the Company, the Company may develop its
own zeolite mine and install the milling and bagging equipment necessary to
operate independently.
There has been no expenditure on research and development during the last
two fiscal years.
The costs and effects of compliance with environmental laws ( federal,
state and local) are not born directly by the Company but through the costs
imposed on the contract miners. Increased costs to the mines will result in
higher costs of the raw material the Company purchases.
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<PAGE>
The Company does not have any operating employees. The Company relies on
independent contractors to handle the operations. The Company intends to employ
independent distributors for sales efforts, as well as mining, milling and
packaging. The three directors of the Company have no contract with the Company
and are receiving no pay at the present. The directors have agreed to work for
the Company for no pay until the Company has achieved positive cash flow from
operations. There is no deferment or liability being accrued by the Company
under this arrangement.
REPORTS TO SECURITY HOLDERS
The Company will voluntarily send audited annual reports to its
shareholders. After submission and effectiveness of this FORM 10-SB the Company
anticipates it will be a reporting company and as such will file FORM 10QSB's
quarterly and a FORM 10KSB annually. The SEC maintains an internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC at www.sec.gov. The
Company intends to develop a web site but has not done so to date. The public
may read and copy any materials the Company files with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in the Form 10-SB.
OVERVIEW
Although the Company has had revenues in each of the last two years it is
not reflective of future operations due to the poor health of the previous
management and primary motivator of the Company, Victor Boykiw, and his
inability to promote and grow the Company's sales. The new management team does
not have Mr. Boykiw's knowledge of the industry or experience in running a
publicly traded company. The ability of the new management team to predict the
future success of the Company is therefore limited and past activities of the
Company are not reliable indications of the future. The Company should be
considered a development stage company having had only minimal operations for
each of the last four years. The Company intends to secure sources for its raw
material, milling and packaging services and to develop sales through
distributors, direct sales through independent salesmen, and to generate sales
through broad based advertising through the internet.
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<PAGE>
RESULTS OF OPERATIONS
Information is presented for the Company's most recent two fiscal years
Fiscal year ended December 31, 1999 compared to fiscal year ended December
31, 1998.
The Company had gross revenues of $6,852 in 1998 compared to gross revenues
of $6,693 in 1999. Cost of sales was $4353 in 1998 compared to 3,990 in 1999,
resulting in gross profit of $2,499 in 1998 compared to $2,703 in 1999. General
and administrative expenses were $28,227 in 1998 compared to $23,904 in 1999,
resulting in a loss of $25,728 in 1998 compared to a loss of $21,201 in 1999.
The reduction in general and administrative costs in 1999 were attributable to a
reduction in sales efforts and a continuation of sales to established customers.
NET OPERATING LOSSES
The Company has accumulated approximately $2,617,389 of net operating loss
carryforwards as of December 31, 1999, that may be offset against future taxable
income. There will be limitations on the amount of net operating loss
carryforwards that can be used due to the change in the control of the
management of the Company. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of the
loss carryforwards is offset by valuation allowance of the same amount.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company's working capital needs have been satisfied
primarily through loans by the officers of the Company. The Company reasonably
expects to do so in the future.The Company is currently exploring alternative
methods of financing the Company's activities. At December 31, 1999, the Company
had negative working capital of $52,080 compared to a negative working capital
of $29,672 at December 31, 1998.
As of December 31,1999 , the Company had total assets of $9.00 and total
stockholders' equity of negative $52,080 compared to total assets of $45.00 and
total stockholders' equity of negative $29,672 at December 31, 1998.
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<PAGE>
During the fiscal year 2000, The Company anticipates meeting its cash and
working capital needs primarily from the proceeds of the sale of its shares
through private placements or similar convertible instruments and revenues
generated from operations. However, there is no assurance that funding will be
made available to the Company on acceptable terms, if at all.
EFFECT OF INFLATION
In the opinion of management, inflation has not had a material effect on
the operations of the Company.
RECENT ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standard ( "SFAS" ) No. 128, " Earnings Per Share " and Statement of
Financial Accounting Standards No. 129 " Disclosures of Information About an
Entity's Capital Structure." SFAS No.128 provides a different method of
calculating earnings per share than is currently used in accordance with
Accounting Principles Board Opinion No. 15, " Earnings Per Share. " SFAS No. 128
provides for the calculation of "Basic" and "Dilutive" earnings per share. Basic
earnings per share includes no dilution and is computed by dividing income
available to common shareholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflects the potential
dilution of securities that could share in the earnings of an entity, similar to
fully diluted earnings per share. SFAS No. 129 establishes standards for
disclosing information about an entity's capital structure. SFAS No. 128 and
SFAS no. 129 are effective for financial statements issued for periods ending
after December 15th, 1997. Their implementation did not have a material effect
on the financial statements.
The Financial Accounting Standards Board has also issued SFAS No.130,
"Reporting Comprehensive Income" SFAS No. 130 establishes standards for
reporting and display of comprehensive income, its components and accumulated
balances. Comprehensive income is defined to include all changes in equity
except those resulting from investments by owners and distributions to owners.
Among other disclosures, SFAS No. 130 requires that all items that are required
to be recognized under current accounting standards as components of
comprehensive income be reported in a financial statement that displays with the
same prominence as other financial statements. SFAS No. 131 supersedes SFAS NO.
14 "Financial Reporting foe Segments of a Business Enterprise." SFAS No.131
establishes standards on the way that public companies report financial
information about operating segments in annual financial statements and requires
reporting of selected information about operating segments in interim financial
statements issued to the public. It also establishes standards for disclosure
regarding products and services, geographic areas and major customers. SFAS
No.131 defines operating segments as components of a
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company about which separate financial information is available that is
evaluated regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance.
SFAS No. 130 and 131 are effective for financial statements for periods
beginning after December 15th, 1997 and requires comparative information for
earlier years to be restated. Adoption of these statements had no material
effect on the Company's financial statements.
The FASB has also issued SFAS No.132. "Employers' Disclosures about
Pensions and other Postretirement Benefits, "which standardizes the disclosure
requirements for pensions and other Postretirement benefits and requires
additional information on changes in the benefit obligations and fair values of
plan assets that will facilitate financial analysis. SFAS No.132 is effective
for years beginning after December 15, 1997 and requires comparative information
for earlier years to be restated, unless such information is not readily
available. Adoption of this statement did not have a material impact on the
Company's financial statements.
In June 1988, the FASB issued SFAS No. 133, " Accounting for Derivative
Instruments and Hedging Activities" which requires companies to record
derivatives as assets or liabilities, measured at fair market value. Gains or
losses resulting from changes in the values of those derivatives would be
accounted for depending on the use of the derivative and whether it qualifies
for hedge accounting. The key criterion for hedge accounting is that the hedging
relationship must be highly effective in achieving offsetting changes in fair
values or cash flows. SFAS No. 133 is effective for all fiscal quarters of
fiscal years beginning after June 15, 1999. Management believes the adoption of
this statement will have no material impact on the Company's financial
statements.
Item 3. DESCRIPTION OF PROPERTY
The Company does not presently own any real property. A description of its
facilities is included in Item 1 above. The Company currently holds four mining
claims. The cost of holding these claims are approximately $400. per year. The
Company has no immediate intentions of operating these claims.
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Item 4. SECURITY OWNERSHIP of CERTAIN BENEFICIAL OWNERS and MANAGEMENT
The following table sets forth information, to the best of the Company's
knowledge, as of December 31, 1999 with respect to each person known by the
Company to own beneficially more than 5% of the outstanding Common Stock, each
director and all directors and officers as a group. Based on 13,645,467 shares
outstanding.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
- --------------------------------------------------------------------------------
<S> <C> <C>
Costa Xistris * 300,000 2.25%
1211 N. Commerce Blvd
Sarasota, FL 34243
David Boulter * 100,000 .75%
P.O. Box 89
Clinton, MT 59825
Penny Sperry * 3,242,783 24.3%
4810 N. Wornath Rd.
Missoula, MT 59804
Forest Minerals, Inc. 4,464,175 7.3&
Brian Vasilivitch
220 W. 19th St.
Suite 2A
New York, NY 10011
Victor & Darlene Boykiw 1,069,610 8.0%
791 Ringer Loop
Ellensburg, WA 98926
Sterling Pacific Securities, Inc. 707,129 5.3%
Douglas Hawthorne Trustee
Boykiw Children's Trust
401 Locust St.
Windsor, CO 80550
All directors and executive 3,642,783 27.3%
officers as a group
* Director and/or executive officer
</TABLE>
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Note: The Company has been advised that each person above has sole voting power
over the shares indicated above.
Item 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Executive Officers and Directors
The executive officers and directors of the Company are as follows:
Name Age Position
---- --- --------
Costa Xistris 61 President and Director
David Boulter 60 Secretary and Director
Penny Sperry 47 Treasurer and Director
All directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. Directors will be
elected at the annual meetings to serve for one year terms. There are no
agreements with respect to the election of directors. The Company has not
compensated its directors for service on the Board of Directors or any committee
thereof. Any non-employee director of the Company shall be reimbursed for
expenses incurred for attendance at meetings of the Board of Directorrs and any
committee of the Board of Directors. The Executive Committee of the Board of
Directors, to the extent permitted under Idaho law, exercises all of the power
and authority of the Board of Directors in the management of the business and
affairs of the Company between meetings of the Board of Directors. Each
executive officer is appointed by and serves at the discretion of the Board of
Directors.
None of the officers and/or directors of the Company are currently officers
or directors of any publicly traded corporation, nor have any of the directors
and/or officers, nor have any affiliates or promoters of the Company filed any
bankruptcy petition, been convicted in or been the subject of any pending
criminal proceedings, or the subject of any order, judgment, or decree involving
the violation of any state or federal securities laws within the last five
years.
The business experience of each of the persons listed above during the past
five years is as follows:
Costa Xistris. Mr. Xistris has been the President and Director of the
Company since May of 1983. Mr. Xistris has also been the Chief Executive Officer
and Director of Pioneer Petroleum and Mining Corporation, a mining exploration
company. From September of 1990 to the present Mr. Xistris has been President of
Keystone Industries, Inc., a trucking and warehouse concern in Sarasota ,
Florida.
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<PAGE>
David Boulter. Mr. Boulter has been the owner and operator of Booth
Distributing of Missoula, Mt. since September of 1991. Booth Distributing is in
the business of wholesale distribution of cleaning supplies. Mr. Boulter was
elected to his present position with the Company in December of 1999.
Penny Sperry. Ms. Sperry is a graduate of Washington State University,
Pullman Wa. with a B.S. in Dietetics. Ms. Sperry worked on the Alaska Pipeline
project from 1974 until 1978. Since 1978 Ms. Sperry has been a homemaker in
Missoula, Mt. and has raised three children. The position of Treasurer of the
Company is the first full time position Ms. Sperry has assumed since re-entering
the work force. Ms. Sperry was elected to her position with the Company in
December of 1999.
None of the officers or the directors have any family relationship with
each other.
There are no other significant employees of the Company.
Item 6. EXECUTIVE COMPENSATION
The Company does not have a bonus, profit sharing, or deferred compensation
plan for the benefit of its employees, officers or directors. As of December
31,1999, no employee has earned any cash compensation.
The following table sets forth all cash compensation paid by the Company
for services rendered to the Company for the fiscal years ended December31,1998
and 1999.
Summary Compensation Table
<TABLE>
<CAPTION>
Name and
Principal Position Year Salary Bonus Other annual compensation
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Costa Xistris 1999 -0- -0- -0-
President 1998 -0- -0- -0-
Victor Boykiw 1999 -0- -0- -0-
Executive Director 1998 -0- -0- -0-
Darlene Boykiw 1999 -0- -0- -0-
Executive Director 1998 -0- -0- -0-
David Boulter 1999 -0- -0- -0-
Secretary
Penny Sperry 1999 -0- -0- -0-
Treasurer
</TABLE>
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<PAGE>
The preceding table does not include any amounts for noncash compensation,
including personal benefits, paid to the Company's officers and directors.
The following table includes stock grants issued by the Company to its
officers and directors during the last fiscal year. For purposes of calculating
the percent of the total stock granted, the aggregate number issued to all
officers, directors and employees is used.
Stock Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Name and Number of securities Base Price
Principal Position Granted ($/sh>)
- -------------------------------------------------------
<S> <C> <C>
Costa Xistris 276,853 $.05
President, C.E.O
David Hawthorne 75,000 $.05
</TABLE>
Costa Xistris was issued the shares displayed in the table above for his
services as President, CEO and Director, Douglas Hawthorne was issued the shares
displayed above in lieu of cash for bookkeeping services performed for the
Company. No other officers, directors or employees were granted stock, options
or SAR's during the last fiscal year.
Employment Agreements
As of the date hereof, the Company has not entered into any employment
contracts with any of its employees, officers or directors, nor has the Company
had a bonus, profit sharing, or deferred compensation plan for the benefit of
its employees, officers or directors.
Item 7. Certain Relationships and Related Transactions
There have been no transactions between the Company and any officer,
director, nominee for election as director, or any shareholder owning greater
than five percent (5%) of the Company's outstanding shares, nor any member of
the above referenced individual's immediate family.
Item 8. Description of Securities
As of December 31, 1999 there were approximately 311 holders of record of
common shares, which figure does not take into account those shareholders whose
certificates are held in the name of broker-dealers or other nominees.
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<PAGE>
On December 31, 1999 there were 13,645,467 common shares outstanding. The
Company has 49,000,000 common shares authorized and 1,000,000 Class A shares
authorized with none issued. All shares of Common Stock have equal rights and
privileges with respect to voting, liquidation and dividend rights. Each share
of Common Stock entitles the holder thereof to one non-cumulative vote for each
share held of record on all matters submitted to a vote of the stockholders, to
participate equally and to receive any and all such dividends that may be
declared by the Board of Directors out of funds legally available therefore, and
to participate pro rata in any distribution of assets available for distribution
upon liquidation of the Company. Stockholders of the Company have no preemptive
rights to acquire additional shares of Common Stock or other securities. The
Common Stock is not subject to redemption and carries no subscription or
conversion rights. All outstanding shares of Common Stock are fully paid and
non-assessable. To date the Company has not paid any dividends on its Common
Stock and does not expect to declare or pay any dividend for the foreseeable
future.
Of the Company's total outstanding shares, approximately 13,120,467 shares
may be sold, transferred or otherwise traded in the public market without
restriction, unless held by an affiliate or controlling shareholder of the
Company. 9,176,568 of these shares have been identified as being held by an
affiliate.
In general under Rule 144 as currently in effect, a person ( or persons
whose shares are aggregated) who has beneficially owned restricted shares of the
Company for at least one year, including any person who may be deemed to be an
"affiliate" of the Company ( as the term "affiliate" is defined under the Act),
is entitled to sell, within any three month period, an amount of shares that
does not exceed the greater of (1) the average weekly trading volume in the
Company's stock, as reported through the automated quotation system of a
registered securities association, during the four calendar weeks preceding such
sale or (2) !% of the shares then outstanding. A person who is not deemed to be
an "affiliate" of the Company and has not been a affiliate for the most recent
three months, and who has held restricted securities for at least two years
would be entitled to sell such shares without regard to the resale limitations
of Rule 144.
PART II
Item 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
No shares of the Company's common stock have previously been registered
with the Securities and Exchange Commission ( the "Commission" ) or any state
securities agency or authority. The Company's common stock is traded on the OTC
Bulletin Board under the symbol "VICI". The following table sets forth, for the
periods indicated the range of quarterly high and low sales prices of the
Company's common stock as obtained from the Nasd for the past two years and
through the date set forth for the current year. Price quotations reflect inter-
dealer prices, without retail market mark-up, mark-down or commissions and may
not represent actual transactions.
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<PAGE>
QUARTERLY QUOTE SUMMARY
VICI
<TABLE>
<CAPTION>
QUARTER HIGH BID LOW BID
ASK LOW ASK CLOSING ASK CLOSING BID HIGH
<S> <C> <C> <C> <C>
Q1
1998 0.18 0.04 0.06 0.25
0.12 0.13
Q2 0.375 0.05 0.125 0.65625
1998
0.125 0.25
Q3
1998 0.125 0.05 0.05 0.25
Q4
1998 0.05 0.03125 0.03125 0.15625
0.12 0.12
Q1
1999 0.03125 0.03125 0.03125 0.12
0.07 0.07
Q2
1999 0.03125 0.03125 0.03125 0.07
0.07 0.07
Q3
1999 0.03125 0.03125 0.03125 0.08
0.07 0.07
Q4
1999 0.03125 0.02 0.02 0.08
0.05 0.05
</TABLE>
Source OTC Bulletin Board NASDAQ Trading & Market Services
The ability of an individual shareholder to trade their shares in a
particular state may be subject to various rules and regulations of that state.
A number of states require that an issuer's securities be registered in their
state or appropriately exempted from registration before the securities are
permitted to trade in that state. Further, most likely the Company's shares will
be subject to the provisions of Section 15 (g) and Rule 15g-9 of the Securities
and Exchange Act of 1934, as amended ( the "Exchange Act" ), commonly referred
to as the "penny stock" rule. Section 15 (g) sets forth certain requirements for
transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of
penny stock as that used in Rule 3a51-1 of the Exchange Act.
-17-
<PAGE>
The commission generally defines penny stock to be any equity security that
has a market price less than $5.00 per share, subject to certain exceptions.
Rule 3a51-1 provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting specified criteria set by the commission; authorized for quotation on
the NASDAQ Stock Market; issued by a registered investment company; excluded
from the definition on the basis of price ( at least $5.00 per share) or the
issuer's net tangible assets; or exempted from the definition by the Commission.
If the Company's shares are deemed to be a penny stock, trading in the shares
will be subject to additional sales practice requirements on broker-dealers who
sell pennystocks to persons other than established customers and accredited
investors, generally persons with assets in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker-dealers to
trade and/or maintain a market in the Company's Common Stock and may affect the
ability of shareholders to sell their shares.
OTC Bulletin Board Eligibility Rule
In January of 1999, the SEC granted approval of amendments to the NASD OTC
Bulletin Board Eligibility Rules 6530 and 6540. These amendments now require a
company listed on the OTC Bulletin Board to be a reporting company and current
in its reports filed with the SEC. As a result of this rule change the Company
has voluntarily filed this registration statement in order to become a fully
reporting company and maintain the listing of the Company's common stock on the
OTC Bulletin Board. The NASD eligibility rule requires that the SEC come to a
position of no further comment regarding any Form 10 registration statement
before the NASD considers a company compliant. We cannot assure that the SEC
will come to such a position in regards to this registration statement prior to
our phase in date of April 5, 2000. According to the eligibility rule, if the
Company is not in compliance at our phase in date the common stock of the
Company will be removed from the OTC Bulletin Board. In that event, we intend to
move the Company's listing to the National Quotation Bureau's Pink Sheets. This
delisting may adversely affect the market price and liquidity in the Company's
stock.
-18-
<PAGE>
As of December 31,1999, there were approximately 311 holders of record of
the Company's Common Stock, which figure does not take into account those
shareholders whose certificates are held in the name of broker-dealers or other
nominees.
As of December 31,1999, the Company had issued and outstanding 13,645,467
shares of common stock. Of this total, 351,853 shares were deemed "restricted
securities" as defined by the Act and certificates representing such shares bear
an appropriate restrictive legend.
Of the Company's total outstanding shares, approximately 13,293,614 shares
may be sold, transferred or otherwise traded in the public market without
restriction, unless held by an affiliate or controlling shareholder of the
Company. 8,106,958 shares have been identified as being held by an affiliate.
In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated) who has beneficially owned restricted shares of the
Company for at least one year, including any persons who may be deemed to be an
"affiliate" of the Company ( as the term "affiliate" is defined under the Act),
is entitled to sell within any three-month period, an amount of shares that does
not exceed the greater of (1) the average weekly trading volume in the Company's
Common Stock, as reported through the automated quotation system of a registered
securities association, during the four calendar weeks preceding such sale or
(2) 1% of the shares then outstanding. A person who is not deemed to be an
"affiliate" of the Company and has not been an affiliate for at least two years
would be entitled to sell such shares without regard to the resale limitations
of Rule 144.
Dividend Policy
The Company has not declared or paid cash dividends or made distributions
in the past, and the Company does not anticipate that it will pay cash dividends
or make distributions in the foreseeable future. The Company currently intends
to retain and invest future earnings to finance its operations.
-19-
<PAGE>
Item 2. LEGAL PROCEEDINGS
There are presently no pending legal proceedings to which the Company is a
party to or to which any of its property is subject to and, to the best of its
knowledge, no such actions are contemplated or threatened.
Item 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
There have been no changes in or disagreements with accountants
Item 4. RECENT SALES OF UNREGISTERED SECURITIES
On January 4, 2000 the Company issued 275,000 shares of the Company's
Common Stock to Costa Xistris to settle all accounts and affairs with the
Company up to December 31, 1999 as payment for services rendered to the Company
in his position as president and director.
On January 4, 2000 the Company issued 75,000 shares of the Company's common
stock to Douglas Hawthorne for his past services as a director.
On January 19, 1998 the Company issued 5,840 share of the Company's Common
Stock to Cale Enterprises, a company controlled by a past president of the
Company, for payment of a loan to the Company amounting to $2,500 plus interest
of $42.07.
On January 12, 1998 the Company issued 138,650 shares of the Company's
Common Stock to Victor and Darlene Boykiw to settle a debt of $6,928 incurred
for vehicle mileage and work performed for the Company during 1994, 1995, 1996
and 1997.
-20-
<PAGE>
On January 12,1998 the Company issued 177,000 shares of the Company's
Common Stock to Four Seasons Ranch, Inc. for office rent and product testing for
the years 1994, 1995, 1996 and 1997.
On December 17, 1997 the Company issued 250,000 shares of the Company's
Common Stock to Victor Boykiw for his services and management fee for 1997.
On December 17, 1997 the Company issued 250,000 shares of the Company's
Common Stock to Darlene Boykiw for her services and management fee for 1997.
On August 29, 1997 the Company issued 10,000 shares of the Company's Common
Stock to Patrick Mitchell in payment in full for his interest in a land claim.
On August 28, 1997 the Company issued 1,950,000 shares of the Company's
Common Stock to certain officers for services rendered to the Company.
On August 27, 1997 the Company issued 155,000 shares of the Company's
Common Stock for to certain individuals for services rendered to the Company.
Item 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by the provisions of the Idaho General Business Corporation
Law ( the "Idaho Code"), the Company has the power to indemnify an officer or
director who, in their capacity as such, is made a party to any suit or
proceeding, whether criminal, administrative or investigative, if such officer
or director acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the Company and, in the case of any
criminal proceeding, the person had no reasonable cause to believe their conduct
was unlawful. An officer or director shall be indemnified against expenses to
the extent they have been successful on the merits or otherwise in defense of
any action, suit or proceeding. Indemnification or advance expenses to an
officer or director is available only to the extent as permitted under Sections
30-1-850 through 30-1-859 of the Idaho Code. Further, the Idaho Code permits a
corporation to purchase and maintain liability insurance on behalf of its
officers and directors. Presently, the Company does not carry such insurance.
Transfer Agent
The Company has designated Idaho Stock Transfer, 421 Coeur d'Alene Avenue,
Coeur d'Alene, Idaho 83814, as its transfer agent.
-21-
<PAGE>
VICTOR INDUSTRIES, INC.
AUDITED FINANCIAL STATEMENTS
December 31, 1999 and 1998
<PAGE>
VICTOR INDUSTRIES, INC.
Audited Financial Statements
TABLE OF CONTENTS
December 31, 1999 and 1998
<TABLE>
<S> <C>
INDEPENDENT AUDITOR'S REPORT F-1
BALANCE SHEETS F-2
STATEMENTS OF OPERATIONS F-3
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) F-4
STATEMENTS OF CASH FLOWS F-5
NOTES TO FINANCIAL STATEMENTS F-6
</TABLE>
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Victor Industries, Inc.
Missoula, Montana
We have audited the accompanying balance sheets of Victor Industries, Inc. as of
December 31, 1999 and 1998, and the related statements of operations,
stockholders' equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, based on our audits, the financial statements referred to above
present fairly, in all material respects, the financial position of Victor
Industries, Inc. at December 31, 1999 and 1998, and the results of its
operations, changes in stockholders' equity and its cash flows for the years
then ended, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company's significant operating losses raise
substantial doubt about its ability to continue as a going concern. Management's
plans regarding those matters also are described in Note 3. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
March 29, 2000
F-1
<PAGE>
VICTOR INDUSTRIES, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
---------------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 9 $ 45
=============== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - trade $ 9,572 $ 7,976
Accounts payable - related parties 31,043 9,850
Notes payable - related parties 9,597 11,316
Accrued interest 1,877 575
--------------- ------------
Total Current Liabilities 52,089 29,717
--------------- ------------
COMMITMENTS AND CONTINGENCIES - -
--------------- ------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock - $0.05 par value, 49,000,000
shares authorized, 13,639,967
shares issued and outstanding 681,998 681,998
Additional paid-in capital 1,883,311 1,883,311
Accumulated deficit (2,617,389) (2,594,981)
--------------- ------------
Total Stockholders' Equity (Deficit) (52,080) (29,672)
--------------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
$ 9 $ 45
=============== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
VICTOR INDUSTRIES, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years Ended
December 31,
---------------------------------
1999 1998
------------ -------------
<S> <C> <C>
REVENUES $ 6,693 $ 6,852
COST OF SALES 3,990 4,353
------------ -------------
GROSS PROFIT 2,703 2,499
------------ -------------
GENERAL AND
ADMINISTRATIVE EXPENSES
Management fees 13,843 1,000
Rent 3,600 3,600
Mining property fees and taxes 139 230
Directors' fees 3,750 -
Professional services 1,310 13,751
Other administrative expense 1,262 9,646
------------ -------------
Total General and
Administrative Expenses 23,904 28,227
------------ -------------
NET LOSS BEFORE OTHER EXPENSES (21,201) (25,728)
INTEREST EXPENSE (1,207) (1,141)
------------ -------------
LOSS BEFORE INCOME TAXES (22,408) (26,869)
PROVISION FOR INCOME TAXES - -
------------ -------------
NET LOSS $ (22,408) $ (26,869)
============ =============
BASIC AND DILUTED NET LOSS PER COMMON SHARE $ Nil $ Nil
============ =============
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 13,639,967 13,969,981
============ =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
VICTOR INDUSTRIES, INC.
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
Common Stock Additional Stock Total
-------------------------- Paid-in Subscription Accumulated Stockholders'
Shares Amount Capital Receivable Deficit Equity
------------- ------------ ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Balance,
December 31, 1997 14,565,562 $ 728,278 $ 1,843,711 $ (25,000) $ (2,568,112) $ (21,123)
Issuance of stock at $0.05
per share in payment
of debt 315,560 15,778 - - - 15,778
Issuance of stock at $0.44
per share in payment
of debt 5,840 292 2,250 - - 2,542
Cancellation of stock for
non-payment of stock
subscription at par (500,000) (25,000) - 25,000 - -
Cancellation of stock at par (746,995) (37,350) 37,350 - - -
Net loss for the year ended
December 31, 1998 - - - - (26,869) (26,869)
------------ ----------- ------------ ----------- -------------- -----------
Balance,
December 31, 1998 13,639,967 681,998 1,883,311 - (2,594,981) (29,672)
Net loss for the year ended
December 31, 1999 - - - - (22,408) (22,408)
------------ ----------- ------------ ----------- -------------- -----------
Balance,
December 31, 1999 13,639,967 $ 681,998 $ 1,883,311 $ - $ (2,617,389) $ (52,080)
============ =========== ============ =========== ============== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
VICTOR INDUSTRIES, INC.
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Years Ended
December 31,
----------------------------------------
1999 1998
----------------- ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (22,408) $ (26,869)
Decrease in assets
Inventory - 6,524
Increase (decrease) in liabilities:
Accounts payable - trade 1,596 5,212
Accounts payable - related party 21,193 3,600
Notes payable (1,719) 9,788
Accrued interest 1,302 1,327
----------------- ------------------
CASH USED IN OPERATING ACTIVITIES (36) (418)
----------------- ------------------
CASH FLOWS FROM INVESTING ACTIVITIES - -
----------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES - -
----------------- ------------------
NET DECREASE IN CASH (36) (418)
CASH AND CASH EQUIVALENTS
BEGINNING OF YEAR 45 463
----------------- ------------------
CASH AND CASH EQUIVALENTS
END OF YEAR $ 9 $ 45
================= ==================
SUPPLEMENTAL CASH FLOW DISCLOSURE
Interest paid $ - $ -
================= ==================
Income taxes paid $ - $ -
================= ==================
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued in payment of debt $ - $ 18,320
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
VICTOR INDUSTRIES, INC.
Notes to Financial Statements
December 31, 1999 and 1998
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Organization
- ------------
Victor Industries, Inc. (the Company) incorporated on January 19, 1926, as Omo
Mines Corporation under the laws of the State of Idaho, with a year-end of
December 31. On November 14, 1936, the name was changed to Kaslo Mines
Corporation. On December 24, 1977, the name was changed to Victor Industries,
Inc.
Nature of the Business
- ----------------------
The Company was originally organized to purchase and develop mining properties.
On December 31, 1988, the Company sold assets, net of liabilities, and the
Company became inactive. In 1993, the Company began zeolite mining and marketing
operations.
Zeolite is an ammonia absorbent, air purifier and hazardous waste absorbent. The
Company presently markets zeolite through distributors and under distributors'
private labels for use in transportation of livestock, as a livestock stable
freshener, and as a feed additive for dairies. The Company extracts zeolite by
utilizing independent contractors at a property in Owhyee County, Idaho. Private
contractors do the milling, manufacturing and packaging. The Company does not
own any mining or manufacturing equipment or facilities.
The Company owns mineral claims, as evidenced by right of title with the Bureau
of Land Management, two of which are located in Pershing County, Nevada, which
have not been developed, and two zeolite claims in Owhyee County, Idaho.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Victor Industries, Inc. is
presented to assist in understanding the Company's financial statements. The
financial statements and notes are representations of the Company's management,
which is responsible for their integrity and objectivity. These accounting
policies conform to generally accounting principles and have been consistently
applied in the preparation of the financial statements.
Accounting Method
- -----------------
The Company's financial statements are prepared using the accrual method of
accounting.
F-6
<PAGE>
VICTOR INDUSTRIES, INC.
Notes to Financial Statements
December 31, 1999 and 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Provision for Taxes
- -------------------
At December 31, 1999, the Company had net operating loss carryforwards of
approximately $152,000, which may be offset against future taxable income
through 2014. No tax benefit has been reported in the financial statements, as
the Company believes there is a 50% or greater chance the net operating loss
carryforwards will expire unused. Accordingly, the potential tax benefits of the
net operating loss carryforwards are offset by a valuation allowance of the same
amount.
Estimates
- ---------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents include short-term investments with original
maturities at three months or less that are available to meet the cash needs of
the Company.
Net Loss Per Share
- ------------------
Basic and diluted net loss per share was computed by dividing the net loss by
the weighted average number of shares outstanding during the year. The weighted
average number of shares was calculated by taking the number of shares
outstanding and weighting them by the amount of time they were outstanding.
Basic and diluted weighted shares were the same, as there were no common stock
equivalents outstanding.
Stock Based Compensation
- ------------------------
Statement of Financial Accounting Standards No. 123 ("SFAS No. 123"), Accounting
for Stock-Based Compensation, encourages, but does not require, companies to
record compensation cost for stock-based employee compensation plans at fair
value. The Company follows SFAS123 to account for stock-based compensation using
the fair value method.
Fair Value of Financial Instruments
- -----------------------------------
The carrying amounts reported in the balance sheets as of December 31, 1999 and
1998 for cash equivalents, accounts payable and accrued expenses approximate
fair value due to the immediate or short-term maturity of these financial
instruments. The fair value of notes payable to stockholders approximates its
carrying value.
F-7
<PAGE>
VICTOR INDUSTRIES, INC.
Notes to Financial Statements
December 31, 1999 and 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition
- -------------------
Revenues from sales of zeolite are recognized when the product is sold, as the
Company has no significant ongoing obligations under the sales agreements.
NOTE 3 - GOING CONCERN
The Company's financial statements have been presented on a going concern basis
that contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. The liquidity of the Company has been
adversely affected by net losses in fiscal years ended December 31, 1999 and
1998.
The Company has reported losses of $22,408 and $26,869 for the years ended
December 31, 1999 and 1998, respectively, and has an accumulated deficit of
$2,617,389 and negative working capital at December 31, 1999. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern.
Management's plans are summarized as follows:
Management has taken a number of actions to increase the sales of the Company's
zeolite products. Management intends to seek new capital, both from borrowings
and new equity securities issuances that will provide funds needed to increase
liquidity, make strategic acquisitions or fund internal growth and fully
implement its business plans.
NOTE 4 - OPERATING LEASES
The Company owns no real property. It leases office space at 791 Ringer Loop,
Ellensburg, Washington from a shareholder and director. The current lease is a
month-to-month unwritten agreement, payable at $300 per month. See Note 8.
NOTE 5 - STOCK COMPENSATION PLANS
The Company has adopted a directors and officers stock compensation plan.
Directors have approved a plan wherein 75,000 shares are eligible for
distribution as a signing bonus to each of the directors. An additional bonus of
100,000 shares shall be distributed for each year that a director is active in
the Company's board of directors. A performance bonus is expected to be paid
equivalent to an aggregate total of 5% of the profit of the Company as per
annual audited financial statements. The bonus is to be distributed evenly among
the board members of the Company.
F-8
<PAGE>
VICTOR INDUSTRIES, INC.
Notes to Financial Statements
December 31, 1999 and 1998
NOTE 5 - STOCK COMPENSATION PLANS (Continued)
During the year ended December 31, 1997, the Company adopted a plan whereby
unpaid officer salaries can be paid in the form of common stock shares of the
Corporation, based on fair value. No shares were issued under this plan during
1999 and 1998.
NOTE 6 - LOANS PAYABLE
During the years ended December 31, 1999 and 1998, the Company entered into
short-term loan agreements with Four Seasons Ranch (an entity owned by a
shareholder and director) in the amount of $1,625 and $3,475, respectively.
These uncollateralized short-term loans are payable on demand at an interest
rate of 12%. The accrued interest for the years ended December 31, 1999 and 1998
was $264 and $-0-, respectively.
During the years ended December 31, 1999 and 1998, the Company entered into
short-term loan agreements with Boykiw family members (who are shareholders and
directors) in the amount of $1,472 and $1,342, respectively. These
uncollateralized short-term loans are payable on demand at an interest rate of
12%. The accrued interest for the years ended December 31, 1999 and 1998 was
$162 and $-0-, respectively.
On October 15, 1997, the Company entered into a short-term loan agreement with
Cale Enterprises, which is a shareholder in the Company. At December 31, 1999
and 1998, the amount of this note was $2,000. This uncollateralized short-term
loan is payable on demand at an interest rate of 12%. The accrued interest for
years ended December 31, 1999 and 1998 was $976 and $436, respectively.
NOTE 7 - RELATED PARTY TRANSACTIONS
The Company leases office space at 791 Ringer Loop, Ellensburg, WA from Four
Seasons Ranch, which is owned by a shareholder in the Company. See Note 4. The
lease is classified as an operating lease and provides for annual rentals of
$3,600 during 1999 and 1998.
At December 31, 1999 and 1998, the accounts payable - related parties consisted
of amounts owed by the Company to officers and directors for management fees,
director fees and expenses. The management fee of $13,843 included in the
Statements of Operations for 1999 represents management's estimate of the value
of services provided by an officer in connection with managing the Company.
During 1998, a balance of $15,778 for accounts payable - related parties was
converted to 315,560 shares of common stock, with a value of $.05 per share.
F-9
<PAGE>
VICTOR INDUSTRIES, INC.
Notes to Financial Statements
December 31, 1999 and 1998
NOTE 7 - RELATED PARTY TRANSACTIONS (Continued)
Subsequent to the date of these financial statements, management fees and
director fees were exchanged for 276,853 and 75,000 shares of common stock,
respectively, having a value of $.05 per share. These amounts represent
management's estimate of the value of the services provided.
NOTE 8 - STOCKHOLDERS' EQUITY
Common Stock
- ------------
During the year ended December 31, 1998, the Company issued 321,400 shares of
common stock in lieu of outstanding notes payable. The stock was issued at $.05
per share, which is the fair market value of the shares on the date of issuance.
In the same twelve-month period, the Company retired 293,333 shares of common
stock from former officers and directors for services not completed, 500,000
shares of common stock for non-payment of stock subscriptions receivable and
453,662 shares of common stock originally issued in payment of loan incentive
fees for a loan that was never received by the Company.
NOTE 9 - SUBSEQUENT EVENTS
Subsequent to the date of these financial statements, the Company issued 351,853
shares of its common stock to an officer and a director in payment of management
fees and directors fees. The stock was issued at $0.05 per share, which
approximated its market value at the date of issuance, which totaled $17,592.
NOTE 10 - YEAR 2000 ISSUES
The Company had modified its business technologies to be ready for the year
2000. Critical data processing systems have been reviewed and the Company does
not expect a significant effect on internal operations. However, like other
companies, Victor Industries, Inc. could be adversely affected if the computer
systems its suppliers or customers use do not properly process and calculate
date-related information and data for the period surrounding and including
January 1, 2000. This is commonly known as the "Year 2000" issue. Additionally,
this issue could impact non-computer systems and devices such as production
equipment, elevators, etc. Any expenses associated with the year 2000 issue are
expensed as incurred. At this time, there has been no known effects attributable
to the Year 2000 issue.
F-10
<PAGE>
PART III
INDEX TO AND DESCRIPTION OF EXHIBITS
1. Index to Exhibits
Exhibit Number Description
- -------------- -----------
3(i)-1 Amendment to articles of incorporation
3(i)-2 Amendment to increase authorized
3(i)-3 Amend name to Victor
3(i)-4 Articles of Amendment
3(i)-5 Amend articles to perpetual
3(i)-6 Amend name to Kaslo
3(i)-7 Amend name to Omo Mines
3(ii)-1 By-laws of Omo Mines
3(ii)-2 Omo Mines article and by-laws
3(ii)-3 Original Articles of Incorporation
99 Certificate of Existence
2. Description of Exhibits
See Item 1 above.
S-1
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly organized.
Victor Industries Inc.
(Registrant)
Date: April 6, 2000 By: /s/ COSTA XISTRIS
-----------------
Costa Xistris
President
S-2
<PAGE>
Exhibit 3(i)-1
================================================================================
STATE OF IDAHO
--------------------
Department of State.
--------------------
I, PETE T. CENARRUSA, Secretary of State of the State of Idaho, hereby
certify that I am the custodian of the corporation and limited partnership
records of this State.
I FURTHER CERTIFY That the annexed is a full, true and complete transcript
of the articles of amendment to the articles of incorporation for VICTOR
INDUSTRIES, INC., an Idaho corporation, received and filed in this office on the
27th day of April, 1983, as appears of record in this office as of this date.
Dated: November 15, 1983
[Great Seal of the /s/ Pete T. Cenarrusa
State of Idaho] ---------------------------------
SECRETARY OF STATE
by: /s/ Diane Walker
-----------------------------
================================================================================
<PAGE>
================================================================================
State of Idaho
--------------------
Department of State.
--------------------
CERTIFICATE OF AMENDMENT
OF
VICTOR INDUSTRIES, INC.
I, PETE T. CENARRUSA, Secretary of State of the State of Idaho hereby,
certify that duplicate originals of Articles of Amendment to the Articles of
Incorporation of VICTOR INDUSTRIES, INC. duly signed and verified pursuant to
the provisions of the Idaho Business Corporation Act have been received in this
office and are found to conform to law.
ACCORDINGLY and by virtue of the authority vested in me be law, I issue
this Certificate of Amendment to the Articles of Incorporation and attach hereto
a duplicate original of the Articles of Amendment.
Dated April 27, 1983
[Great Seal of the /s/ Pete T. Cenarrausa
State of Idaho] -------------------------------
SECRETARY OF STATE
Marilyn Johnson
/s/ Marilyn Johnson
-------------------------------
Corporation Clerk
================================================================================
<PAGE>
AMENDMENT OF
ARTICLES OF INCORPORATION
OF
VICTOR INDUSTRIES, INC.
KNOW ALL MEN BY THESE PRESENTS, that by the powers of the bylaws of the
Company and by a special resolution passed at the General Stockholders meeting
of October 28, 1982 held at 1323B Northup Way, Suite #1, Bellevue WA 98005, it
was passed and resolved by majority vote of 2,168,730 represented in person and
by proxy, of the 3,329,066 issued and outstanding voted 100% in favor to amend
the Articles as follows:
That Article VI, As Amended Shall Read As Follows:
"That the capital structure of this corporation shall be 50,000,000 shares
of common stock of which 49,000,000 common shares are at 5 cents par value
and 1,000,000 shares are Class A common at $5.00 par value.
Both common and Class A common shall have the same voting privilege and
participate alike in the earnings of the corporation.
DATED AND EXECUTED in triplicate at Bellevue WA this 25 day of April, 1983.
/s/ [ILLEGIBLE]
--------------------------------
Secretary
/s/ [ILLEGIBLE]
--------------------------------
President
<PAGE>
VERIFICATION FORM A
STATE OF WASHINGTON )
) SS
COUNTY OF KING )
I, Gleda P. Gerber, a notary public, do herby certify that on this 25th day
of April, 1983, personally appeared before me Darlene Boykiw, who being by me
first duly sworn, declared that she is the Secretary of Victor Industries Inc.,
that she signed the foregoing document as Secretary of the corporation, and that
the statements therein contained are true.
/s/ Gleda P. Gerber
------------------------------------
Notary Public for Washington
(Notary Seal) Residing at: Bellevue, WA 98008
My Commission Expires:
January 19, 1987
<PAGE>
NO. 15352-J ENTERED
APR 28, 1983
-----------------------------------------
Articles of Amendment
of
VICTOR INDUSTRIES, INC.
-----------------------------------------
increase capital stock
to $7,450,000.00
-----------------------------------------
STATE OF IDAHO
Department of State.
Boise, Idaho
Approved, filed and admitted to the
corporation records of the State
Of Idaho
Date April 27, 1983
Time 8:12 a.m.
-----------------------------------------
FEES PAID
Filing $ 20.00
Tax $ _____
Pete T. Cenarrusa
-----------------------------------------
SECRETARY OF STATE
Invoice # 29582
By: Marilyn Johnson Cert # 86579
--------------------------------------
Filed by: Victor Industries, Inc.
13238 Northrup Way, Suite #1
Bellevue, Washington 98005
FILMED JUN 23 1983 ROLL 46
<PAGE>
Exhibit 3(i)-2
================================================================================
State of Idaho
--------------------
Department of State.
--------------------
CERTIFICATE OF AMENDMENT
OF
VICTOR INDUSTRIES, INC.
I, PETE T. CENARRUSA, Secretary of State of the State of Idaho hereby,
certify that duplicate originals of Articles of Amendment to the Articles of
Incorporation of VICTOR INDUSTRIES, INC. duly signed and verified pursuant to
the provisions of the Idaho Business Corporation Act have been received in this
office and are bound to conform to law.
ACCORDINGLY and by virtue by the authority vested in me by law, I issue
this Certificate of Amendment to the Articles of Incorporation and attach hereto
a duplicate original of the Articles of Amendment.
Dated April 27, 1983.
[GREAT SEAL OF /s/ Pete T. Cenarrusa
THE STATE OF IDAHO] -------------------------
SECRETARY OF STATE
/s/ Marilyn Johnson
-------------------------
Corporation Clerk
<PAGE>
AMENDMENT OF
ARTICLES OF INCORPORATION
OF
VICTOR INDUSTRIES, INC.
KNOW ALL MEN BY THESE PRESENTS, that by the powers of the bylaws of the
Company and by a special resolution passed at the General Stockholders meeting
of October 28, 1982 held at 13238 Northup Way, Suite #1, Bellevue WA 98005, it
was passed and resolved by majority vote of 2,168,730 represented in person and
by proxy, of the 3,329,066 issued and outstanding voted 100% in favor to amend
the Articles as follows:
That Article VI, As Amended Shall Read As Follows:
"That the capital structure of this corporation shall be 50,000,000 shares
of common stock of which 49,000,000 common shares are at 5 cents par value
and 1,000,000 shares are Class A common at $5.00 par value.
Both common and Class A common shall have the same voting privilege and
participate alike in the earnings of the corporation.
DATED AND EXECUTED in triplicate at Bellevue, WA this 25 day of April,
1983.
Darlene P. Boykiw
--------------------------------
Secretary
Vic Boykiw
--------------------------------
President
<PAGE>
VERIFICATION FORM A
STATE OF WASHINGTON )
) SS
COUNTY OF KING )
I, Gleda P. Gerber a notary public, do hereby certify that on this 25th day
of April, 1983, personally appeared before me Darlene Boykiw, who being by me
first duly sworn, declared that she is the Secretary of Victor Industries Inc.,
that she signed the foregoing document as Secretary of the corporation, and that
the statements therein contained are true.
/s/ Gleda P. Gerber
------------------------------------
Notary Public for Washington
(Notary Seal) Residing at: Bellevue, WA 98008
My Commission Expires:
January 19, 1987
<PAGE>
Exhibit 3(i)-3
================================================================================
State of Idaho
Department of State.
CERTIFICATE OF AMENDMENT
OF
VICTOR INDUSTRIES, INC.
I, PETE T. CENARRUSA, Secretary of State of the State of Idaho hereby,
certify that duplicate originals of Articles of Amendment to the Articles of
Incorporation of KASLO MINES CORPORATION duly signed and verified pursuant to
the provisions of the Idaho Business Corporation Act, have been received in this
office and are found to conform to law.
ACCORDINGLY and by virtue of the authority vested in me by law, I issue
this Certificate of Amendment to the Articles of Incorporation and attach hereto
a duplicate original of the Articles of Amendment.
Dated September 8, 1980
/s/ PETER CENARAUSA
SECRETARY OF STATE
[GREAT SEAL OF /s/ Debra Simantil
THE STATE OF IDAHO] ------------------------------
Corporation Clerk
================================================================================
<PAGE>
AMENDMENT OF
ARTICLES OF INCORPORATION
OF
KASLO MINES CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that by the powers of the bylaws of the
Company and by a special resolution passed at the General Stockholders meeting
of August 18, 1980, held at room 1010 of the Camlin Hotel at 2:00 p.m., it was
passed and resolved by a vote of 2,249,016 represented and 108,000 by proxy
voted in favor to amend the Articles as follows; In favor being 100%:
It was resolved to expand the articles of the Company to do business in
real estate development, trucking, construction of roads, dams and bridges,
logging, manufacturing of wood products, recreational ventures, aviation and
concrete manufacturing, and building products.
That article I, as amended, shall read as follows:
"ARTICLE I. as amended
The name of the corporation shall be VICTOR INDUSTRIES, INC." and that
Article II, as amended, of this Corporation, shall be amended and
supplemented as follows:
"ARTICLE II. as amended
To carry on business in real estate development, to purchase real estate or
hold for resale; transportation by land, sea or air, of cargo; logging;
production or manufacturing of wood products, concrete and building
products; construction or roads, dams and bridges; and to deal in shares or
control a subsidiary corporation of any nature not directly associated in
the mining industry and to deal in its own shares on any market."
DATED AND EXECUTED in triplicate at Seattle this 19th day of August, 1980.
/s/ Vic Boykiw
President
<PAGE>
Page 2
KASLO MINES CORPORATION
ATTEST: /s/ Darlene P. Boykiw BY: /s/ Vic Boykiw
---------------------- ----------------------------------
Darlene P. Boykiw, Vic Boykiw, President
Secretary
STATE OF WASHINGTON )
)
County of Whatcom )
I, the undersigned, a Notary Public in and for the State of Washington,
hereby certify that on this 5th day of August 1980, personally appeared before
me, Vic Boykiw and Darlene Boykiw, to me personally known to be the persons
whose names are subscribed to the foregoing instrument and acknowledged to me
that they executed the same in triplicate as their free and voluntary act and
deed and as the free and voluntary act and deed of said company, and upon being
duly sworn on oath stated that they were the President and Secretary,
respectively, of the said Director's meeting at which the said amendments were
adopted; and that the matters and facts stated therein are true; and that the
seal affixed is the seal of the said company.
GIVEN UNDER MY HAND AND OFFICIAL SEAL the day and year in this certificate
first above written.
/s/ [ILLEGIBLE]
----------------------------------
Notary Public in and for the
State of Washington, residing
at
<PAGE>
Form No. 20
SEP 8 8:40 AM '80
SECRETARY OF STATE
VERIFICATION FORM A
STATE OF WA )
) SS
COUNTY OF KING )
I, Bette Snow, a notary public, do hereby certify that on this 5th day of
September, 1980, personally appeared before me Vic Boykiw, who, being by me
first duly sworn, declared that he is the President of (Kaslo Mines Corp.)
Victor Industries, Inc., that he signed the foregoing document as President of
the corporation, and that the statements therein contained are true.
/s/ Bette Snow
------------------------------------
Notary Public for Idaho
Residing at: Mercer Island
My Commission Expires: 12/15/80
(Notarial Seal)
<PAGE>
Exhibit 3(i)-4
================================================================================
STATE OF IDAHO
[GREAT SEAL OF THE STATE OF IDAHO]
--------------------
Department of State.
--------------------
I, PETE T. CENARRUSA, Secretary of State of the State of Idaho and
custodian of the Seal of said State, do hereby certify that the annexed is a
full, true and complete transcript of articles of amendment for VICTOR
INDUSTRIES, INC., an Idaho corporation, correcting capital stock, received and
filed in this office on April 22, 1981 as appears of record as of this date.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the Great
Seal of the State of Idaho.
[SEAL]
Done at Boise, Idaho, this 29th day of
October A.D., 1981
Pete T. Cenarrusa
Secretary of State
/s/ Ann Fisk
-----------------------------------------------
Corporation Clerk
================================================================================
<PAGE>
================================================================================
State of Idaho
--------------------
Department of State.
--------------------
CERTIFICATE OF AMENDMENT
OF
VICTOR INDUSTRIES, INC.
- -------------------------------------------------------------------------------
I PETE T. CENARRUSA, Secretary of State of the State of Idaho hereby,
certify that duplicate originals of Aricles of Amendment to the Articles of
Incorporation of VICTOR INDUSTRIES, INC. duly signed and verified pursuant to
the provisions of the Idaho Business Corporation Act have been received in this
office and are found to conform to law.
ACCORDINGLY and by virtue of the authority vested in me by law, I issue
this Certificate of Amendment to the Articles of Incorporation and attach hereto
a duplicate original of the Articles of Amendment.
Dated April 22, 1981.
/s/ PETE CENARRUSA
------------------------------
SECRETARY OF STATE
[GREAT SEAL OF
THE STATE OF IDAHO] -----------------------------------------
Corporation Clerk
================================================================================
<PAGE>
AMENDMENT OF
ARTICLES OF INCORPORATION
OF
VICTOR INDUSTRIES, INC.
KNOW ALL MEN BY THESE PRESENTS, that by the powers of the bylaws of the
Company and by a special resolution passed at the General Stockholders meeting
of August 18, 1980 held at 1010 of the Camlin Hotel at 2:00 p.m., it was passed
and resolved by a vote of 2,249,016 represented and 108,000 by proxy of the
3,329,249 shares issued and outstanding voted 100% in favor to amend the
Articles as follows:
That Article VI, As Amended Shall Read As Follows:
"That the capital structure of this corporation shall be 11,000,000 shares
of common stock of which 10,000,000 are at 5 cents par value and 1,000,000
shares are Class A common at $5.00 par value.
Both common and Class A common shall have the same voting privilege and
participate alike in the earnings of the corporation.
And Article VI as amended to be supplemented to read that the Company may
issue debentures, bonds, warrants and mortgages."
DATED AND EXECUTED in triplicate at Bellevue, Wa. This 28th day of October,
1980.
<PAGE>
Page 2
VICTOR INDUSTRIES, INC.
ATTEST: /s/ Darlene P. Boykiw BY: /s/ Vic Boykiw
----------------------- -------------------------------
Darlene P. Boykiw Vic Boykiw, President
Secretary
STATE OF WASHINGTON )
)
COUNTY OF KING )
I, the undersigned, a Notary Public in and for the State of Washington,
hereby certify that on this 28th day of October, 1980, personally appeared
before me, Vic Boykiw and Darlene P. Boykiw, to me personally known to be the
persons whose names are subscribed to the foregoing instrument and acknowledged
to me that they executed the same in triplicate as their free and voluntary act
and deed and as the free and voluntary act and deed of said company, and upon
being duly sworn on oath stated that they were the President and Secretary,
respectively, of the said Director's Meeting at which the said amendments were
adopted; and that the matters and facts stated therein are true; and that the
seal affixed is the seal of the said company.
GIVEN UNDER MY HAND AND OFFICIAL SEAL the day and year in this certificate
first above written.
/s/ Bette Snow
---------------------------------------
NOTARY PUBLIC in and for the
State of Washington, residing
at Mercer Island
<PAGE>
VERIFICATION FORM A
STATE OF WA )
) ss.
COUNTY OF KING )
I, Bette Snow, a notary public, do hereby certify that on this 28th day of
October, 1980, personally appeared before me Vic Boykiw, who, being by me first
duly sworn, declared that he is the President of Victor Industries, Inc. that he
signed the foregoing document as President of the corporation, and that the
statements therein contained are true.
/s/ Bette Snow
-----------------------------------------
NOTARY PUBLIC for the State of Washington,
Residing at Mercer Island My Commission
Expires: 12-15-80
(Notarial Seal)
<PAGE>
MAR 30 8 55 AM '81
SECRETARY OF STATE
AMENDMENT OF
ARTICLES OF INCORPORATION
OF
VICTOR INDUSTRIES, INC.
KNOW ALL MEN BY THESE PRESENTS, that by the powers of the bylaws of the
Company and by a special resolution passed at the General Stockholders meeting
of August 18, 1980 held at 1010 of the Camlin Hotel at 2:00 p.m., it was passed
and resolved by a vote of 2,249,016 represented and 108,000 by proxy of the
3,329,249 shares issued and outstanding voted 100% in favor to amend the
Articles as follows:
That Article VI, As Amended Shall Read As Follows:
"That the capital structure of this corporation shall be 11,000,000 shares
of common stock of which 10,000,000 are at 5 cents par value and 1,000,000
shares are Class A common at $4.00 par value.
Both common and Class A common shall have the same voting privilege and
participate alike in the earnings of the corporation.
And Article VI as amended to be supplemented to read that the Company may
issue debentures, bonds, warrants and mortgages."
DATED AND EXECUTED in triplicate at Bellevue, Wa. This 28th day of October,
1980.
<PAGE>
NO. 15352
-------------------------------
VICTOR INDUSTRIES, INC.
--------------------------------
Changing the capital stock to
$5,500,000.00
--------------------------------
STATE OF IDAHO
Department of State
Boise, Idaho
Approved, filed and admitted to the
corporation records of the State
of Idaho
Date April 22, 1981
Time 9:00am
----------------------------------
FEES PAID
Filing $ 20.00
Tax $ _____
Pete T. Cenarrusa
-----------------------------------
Secretary of State
By: /s/ Ann Fisk
------------------------------
Victor Industries
515 116th Avenue N.E. Suite 205
Bellevue, Washington 98004
<PAGE>
Exhibit 3(i)-5
================================================================================
STATE OF IDAHO
[GREAT SEAL OF THE STATE OF IDAHO]
--------------------
Department of State.
--------------------
I, PETE T. CENARRUSA, Secretary of State of the State of Idaho and
custodian of the Seal of said State, do hereby certify that the annexed is a
full, true and complete transcript of amendment of articles of incorporation for
KASLO MINES CORPORATION, an Idaho corporation that is amending Article IV by
extending the existence to perpetual, and also amending Article VI by changing
the authorized capital stock to 5,000,000 shares with a par value of 2 cents
each, received and filed in this office on the 17th day of June, 1974, as
appears of record in this office as of this day.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the Great
Seal of the State of Idaho.
Done at Boise, Idaho, this 31st day of
October A.D., 1980
Pete T. Cenarrusa
[SEAL] Secretary of State
/s/ Jill Rhodes
-----------------------------------------
Corporation Clerk
Certificate of Certified Copy
================================================================================
<PAGE>
================================================================================
STATE OF IDAHO
[GREAT SEAL OF THE STATE OF IDAHO]
Department of State.
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
I, PETE T. CENARRUSA, Secretary of State of the State of Idaho, and legal
custodian of the corporation records of the State of Idaho, do hereby certify
that the KASLO MINES CORPORATION a corporation organized and existing under and
by virtue of the laws of the State of Idaho, filed in this office on the 17th
day of June 1974, original articles of amendment, as provided by Section 30-146
and 30-147, Idaho Code, amending Article IV extending existence to perpetual and
Article VI providing for 5,000,000 shares of common stock with a par value of 2
cents each, and that the said articles of amendment contain the statement of
facts required by law, and are will be recorded on microfilm of Record of
Domestic Corporations of the State of Idaho.
I, THEREFORE FURTHER CERTIFY, That the Articles of Incorporation have been
amended accordingly.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the Great
Seal of the State. Done at Boise City, the Capital of Idaho, this 17th day of
June, A.D., 1974.
Secretary of State
================================================================================
<PAGE>
KASLO MINES CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that at a special meeting of the
stockholders of KASLO MINES CORPORATION, in lieu of the annual meeting, duly and
regularly called for that purpose, and held at the office of the company in
Spokane, Washington, on the 13th day of October, 1973, there were represented at
said meeting 828,932 shares, either in person or by proxy, out of 1,627,180
shares outstanding; and that it was voted at such meeting as indicated following
each article below, each case being more than the 50 percent majority as
required to amend the Articles of Incorporation under the current Articles of
Incorporation of the KASLO MINES CORPORATION, by amendments as follows, to-wit:
That Article IV, as amended, which reads "The period of existence of this
corporation shall be fifty years, unless sooner dissolved by adjudication of a
court or the proper action of its stockholders" be, and the same is hereby
amended to read as follows, to-wit:
"ARTICLE IV, as amended
The existence of this corporation shall be perpetual, unless dissolved by
the adjudication of a court or the proper action of its stockholders."
and that Article VI, as amended, which reads "The capital structure of this
corporation shall consist of 2,000,000 shares of common stock with a par value
of 5 cents each. All shares shall be equal in voting rights and participation in
earnings of the corporation, and, in case of liquidation, sale or disposal of
the property or stock, shall share equally in the assets of the corporation" be,
and the same is hereby amended to read as follows, to-wit:
"ARTICLE VI, as amended
The capital structure of this corporation shall consist of 5,000,000 shares
of common stock with a par value of 2 cents each. All shares shall be equal
in voting rights and participation in earnings of the corporation, and, in
case of liquidation, sale or disposal of or stock, shall share equally in
the assets of the corporation.
<PAGE>
DATED AND EXECUTED in triplicate at Spokane, Washington, this 13th day of
October, 1973.
KASLO MINES CORPORATION
ATTEST: /s/ Robert J. Frisch By: /s/ M. Lorne Craig
--------------------------- ----------------------------------
Robert J. Frisch, Secretary M. Lorne Craig, President
STATE OF WASHINGTON, )
: ss
County of Spokane. )
I, the undersigned, a Notary Public in and for the State of Washington,
hereby certify that on this 13th day of October, 1973, personally appeared
before me, M. LORNE CRAIG and ROBERT J. FRISCH, to me personally known to be the
persons whose names are subscribed to the foregoing instrument and acknowledged
to me that they executed the same in triplicate as their free and voluntary act
and deed and as the free and voluntary act and deed of said company, and upon
being duly sworn on oath stated that they were the President and Secretary,
respectively, of the said Stockholders' Meeting at which the said amendments
were adopted; and that the matters and facts stated therein are true; and that
the seal affixed is the seal of the said company.
GIVEN UNDER MY HAND AND OFFICIAL SEAL the day and year in this certificate
first above written.
Patric H. (ILLEGIBLE)
-----------------------------------
Notary Public in and for the State
of Washington, residing at Spokane.
<PAGE>
Exhibit 3(i)-6
NOTICE OF SPECIAL STOCKHOLDERS' MEETING.
NOTICE IS HEREBY GIVEN THAT A SPECIAL MEETING OF THE STOCKHOLDERS OF THE OMO
MINES CORPORATION WILL BE HELD AT ROOM 402 EMPIRE STATE BUILDING, SPOKANE,
WASHINGTON, ON SATURDAY, NOVEMBER 14, 1936, AT ONE O'CLOCK, P.M., FOR THE
PURPOSE OF CONSIDERING AND ACTION UPON THE FOLLOWING MATTERS:
TO APPROVE THE ACTION OF A MEETING OF THE BOARD OF DIRECTORS OF SAID
CORPORATION DULY HELD AT ITS OFFICE IN THE CITY OF SPOKANE, WASH., ON THE
31ST DAY OF OCTOBER, 1936, AT WHICH A QUORUM FOR THE TRANSACTION OF
BUSINESS WAS PRESENT, ON MOTION DULY MADE, SECONDED AND CARRIED BY
UNANIMOUS VOTE, IT WAS RESOLVED THAT THE ARTICLES OF INCORPORATION OF SAID
OMO MINES CORPORATION BE AMENDED AS FOLLOWS, TO WIT:
1. THAT ARTICLE I, AS AMENDED, SHALL READ AS FOLLOWS: "THE NAME OF THIS
CORPORATION SHALL BE
"KASLO MINES CORPORATION."
2. THAT ARTICLE VI, AS AMENDED, SHALL READ AS FOLLOWS:
"THAT THE CAPITAL STRUCTURE OF THIS CORPORATION CONSISTING OF
2,000,000 SHARES OF A PAR VALUE OF 5 CENTS PER SHARE BE CHANGED TO
INCLUDE TWO CLASSES OF STOCK, AS FOLLOWS:
CLASS A - 1,000,000 SHARES, NON-ASSESSABLE, WITH A PAR VALUE OF 3
CENTS EACH;
CLASS B: - 1,000,000 SHARES, ASSESSABLE, WITH A PAR VALUE OF 7 CENTS
EACH. BOTH CLASSES OF STOCK TO HAVE THE SAME VOTING RIGHTS AND TO
PARTICIPATE ALIKE IN THE EARNINGS OF THE CORPORATION;
THAT THE PRESENT SHAREHOLDERS OF THIS CORPORATION IN GOOD STANDING,
SHALL BE GIVEN THE RIGHT TO EXCHANGE THEIR PRESENT HOLDINGS OF STOCK
IN THIS CORPORATION, SHARE FOR SHARE, FOR CLASS A, NON-ASSESSABLE
STOCK OF THIS CORPORATION WITHOUT ADDITIONAL COST, EXCEPT A CHARGE OF
50 CENTS PER CERTIFICATE, TOGETHER WITH THE REVENUE CHARGE AS REQUIRED
BY LAW.
THAT ASSESSMENTS MAY BE LEVIED ON CLASS B STOCK NOT TO EXCEED 3
MILLS PER SHARE, NOT OFTENER THAN ONE LEVY AT 90 DAY INTERVALS."
3. THAT THE ARTICLES OF THIS CORPORATION BE AMENDED OR ADDED TO AS
FOLLOWS: "THAT THIS CORPORATION MAY BUY, SELL, HOLD, ASSIGN, TRANSFER,
PLEDGE AND OTHERWISE DEAL IN AND DISPOSE OF STOCK, BONDS, DEBENTURES
AND OTHER EVIDENCES OF INTEREST IN OTHER CORPORATIONS, AND WHILE THE
HOLDER, TO EXERCISE ALL THE RIGHTS AND PRIVILEGES OF OWNERSHIP,
INCLUDING THE RIGHT
<PAGE>
TO VOTE STOCK NOT OTHERWISE PROHIBITED BY LAW; MAY PURCHASE OR
OTHERWISE ACQUIRE, HOLD, SELL, TRANSFER, REISSUE, MORTGAGE, PLEDGE OR
HYPOTHECATE THE SHARES OF ITS OWN CAPITAL STOCK; BUT SUCH STOCK SO
ACQUIRED AND HELD SHALL NOT BE ENTITLED TO A VOTE NOR TO RECEIVE
DIVIDENDS FROM THE PROFITS OF THE CORPORATION."
4. THAT ARTICLE III, AS AMENDED, SHALL READ AS FOLLOWS:
THE PLACE WHERE THE PRINCIPAL BUSINESS OF THIS CORPORATION SHALL BE
TRANSACTED IS AT COEUR D'ALENE, KOOTENAI COUNTY, STATE OF IDAHO;
PROVIDED THAT MEETINGS OF THE BOARD OF DIRECTORS MAY BE HELD FOR THE
TRANSACTION OF ALL BUSINESS OF THE CORPORATION AT ITS OFFICE IN
SPOKANE, WASHINGTON."
5. THAT SECTION I AND ARTICLE VIII OF THE BY-LAWS OF THIS CORPORATION, AS
AMENDED SHALL READ AS FOLLOWS:
"REGULAR MEETINGS OF THE BOARD OF DIRECTORS OF THIS CORPORATION SHALL
BE HELD ON TUESDAY OF EACH WEEK, UNLESS SUCH DAY FALLS ON A HOLIDAY,
IN WHICH CASE, THE NEXT SUCCEEDING DAY THAT IS NOT A HOLIDAY SHALL BE
THE TIME OF HOLDING SUCH MEETING AND NOTICE OF SUCH REGULAR MEETINGS
OF DIRECTORS IS HEREBY WAIVED AND DISPENSED WITH."
6. THAT SECTION 2 OF ARTICLE VI, AS AMENDED, SHALL READ AS FOLLOWS:
"THE TREASURER SHALL BE ENTITLED TO CHARGE AND COLLECT THE SUM OF 50
CENTS FOR EACH CERTIFICATE ISSUED IN MAKING ANY TRANSFER OF STOCK ON
THE BOOKS OF THE CORPORATION, EXCEPT THE ORIGINAL ISSUE, AND ALL U.S.
REVENUE AND ALL TAXES APPLYING TO THE TRANSFER OF STOCK CERTIFICATES,
AND SHALL HAVE AUTHORITY TO REFUSE TO MAKE SUCH TRANSFER UNTIL SUCH
FEES ARE PAID.
H.G. LOOP E.I. FISHER
PRESIDENT SECRETARY
J.D. CHICKERING
E.D. THOMPSON
JOHN T. DIRSTINE
A.C. BECKER
Directors
<PAGE>
STATE OF IDAHO
[SEAL]
DEPARTMENT OF STATE
CERTIFICATES OF AMENDMENT OF
ARTICLES OF INCORPORATION
I, FRANKLIN GIRARD, Secretary of State of the State of Idaho, and legal
custodian of the corporation records of the State of Idaho, do hereby certify
that the OMO MINES CORPORATION a corporation organized and existing under and by
virtue of the laws of the State of Idaho, filed in this office on the Nineteenth
day of November 1936, original articles of amendment, as provided by Sections
20=146, 83=1, 16, and 20-147, Idaho code annotated, stated naming Coeur
D'Alene, Koctenal County is principal place of business in Idaho, with provision
that Board of Directors may meet in the company office in Spokane, Washington;
increasing the number of directors from three (3) to seven (7); enlarging powers
and purposes, reclassifying capital stock into 1,000,000 shares non-accessible,
with a par value of (ILLEGIBLE) each, 1,000,000 shares resellable with a par
value of 7 cents each; and changing the corporate (ILLEGIBLE) KASLO MINES
CORPORATION and that the said articles of amendment contain the statement of
facts required by law, and are recorded in Book A.30 of Record of Domestic
Corporations of the State of Idaho.
I THEREFORE FURTHER CERTIFY, That the principal place of business is
Couer d'Alene, Koctenal (ILLEGIBLE) in the State of Idaho the number of
directors has been changed from three (3) to seven (7); per ______ enlarging
powers and purposes; the capital stock reclassified into 1,000,000 shares with
_____value of 3 cents each. _____ 1,000,000 shares _____________, with a par
value of 7 cents each; and the corporate name is changed to KASLO MINES
CORPORATION.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the Great
Seal of the State. Done at Boise City, the Capital of Idaho, this 13th day of
November, in the year of our Lord one thousand nine hundred thirty-six, and of
the Independence of the United States of America the One Hundred sixty-first.
Secretary of State,
<PAGE>
CERTIFICATE OF AMENDMENT
TO ARTICLES OF INCORPORATION.
KNOW ALL MEN BY THESE PRESENTS:
THAT WE, THE UNDERSIGNED PRESIDENT AND SECRETARY RESPECTIVELY OF THE OMO
MINES CORPORATION, DO HEREBY CERTIFY AS FOLLOWS:
THAT THE OMO MINES CORPORATION IS A CORPORATION DULY ORGANIZED AND EXISTING
UNDER AND BY VIRTUE OF THE LAWS OF THE STATE OF IDAHO; THAT THE ARTICLES OF
INCORPORATION OF SAID CORPORATION WERE FILED IN THE OFFICE OF THE SECRETARY OF
STATE ON THE NINETEENTH DAY OF JANUARY, 1926; THAT AMENDED ARTICLES OF
INCORPORATION WERE FILED IN THE OFFICE OF THE SECRETARY OF STATE ON THE
FIFTEENTH DAY OF FEBRUARY, 1926;
THAT A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF SAID OMO MINES
CORPORATION WAS DULY HELD ON THE 31ST DAY OF OCTOBER, 1936, AT TEN O'CLOCK A.M.
ON SAID DATE AT THE OFFICE AND PRINCIPAL PLACE OF BUSINESS OF SAID CORPORATION,
TO-WIT, AT 402 EMPIRE STATE BUILDING, IN THE CITY OF SPOKANE, WASHINGTON, AT
WHICH SAID MEETING A QUORUM OF SAID BOARD OF DIRECTORS WAS PRESENT; THAT AT SAID
MEETING RESOLUTIONS WERE PROPOSED, VOTED UPON AND ADOPTED BY UNANIMOUS VOTE OF
ALL OF SAID DIRECTORS PRESENT, AMENDING AND SUPPLEMENTING THE ARTICLES OF SAID
CORPORATION; THAT THE FOLLOWING IS A FULL, TRUE AND CORRECT COPY OF THE
RESOLUTION OF SAID BOARD OF DIRECTORS AMENDING AND SUPPLEMENTING THE ARTICLES OF
SAID CORPORATION:
BE IT RESOLVED, THAT THE ARTICLES OF THIS CORPORATION BE AMENDED AND
SUPPLEMENTED BY AMENDING ARTICLES I, III, V, AND VI, SO THEY SHALL, AS
AMENDED AND SUPPLEMENTED, READ AS FOLLOWS:
<PAGE>
ARTICLE I, AS AMENDED,
"THE NAME OF THIS CORPORATION SHALL BE KASLO MINES CORPORATION."
ARTICLE III, AS AMENDED,
"THE PLACE WHERE THE PRINCIPAL BUSINESS OF THIS CORPORATION SHALL BE
TRANSACTED IS AT COEUR D'ALENE, KOOTENAI COUNTY, STATE OF IDAHO; PROVIDED
THAT MEETINGS OF THE BOARD OF DIRECTORS MAY BE HELD FOR THE TRANSACTION OF
ALL BUSINESS OF THE CORPORATION AT ITS OFFICE IN SPOKANE, WASHINGTON."
ARTICLE V, AS AMENDED,
"THE BUSINESS AND PRUDENTIAL AFFAIRS OF THIS CORPORATION SHALL BE MANAGED
BY A BOARD OF SEVEN DIRECTORS WHO SHALL BE ELECTED AT THE ANNUAL MEETING OF
ITS STOCKHOLDERS, AND WHO SHALL, IF THEY SO ELECT, APPOINT AN EXECUTIVE
COMMITTEE OF THREE TO MANAGE THE AFFAIRS OF THE CORPORATION."
ARTICLE VI, AS AMENDED,
"THE CAPITAL STRUCTURE OF THIS CORPORATION CONSISTING OF 2,000,000 SHARES
OF A PAR VALUE OF FIVE CENTS PER SHARE SHALL BE CHANGED TO INCLUDE TWO
CLASSES OF STOCK, AS FOLLOWS: CLASS A-1,000,000 SHARES, NON-ASSESSABLE,
WITH A PAR VALUE OF 3 CENTS EACH.
CLASS B-1,000,000 SHARES, ASSESSABLE, WITH A PAR VALUE OF 7 CENTS EACH;
BOTH CLASSES OF STOCK TO HAVE THE SAME VOTING RIGHTS AND TO PARTICIPATE
ALIKE IN THE EARNINGS OF THE CORPORATION; AND, IN CASE OF LIQUIDATION, SALE
OR DISPOSAL OF THE PROPERTY OR STOCK, SHALL SHARE EQUALLY IN THE ASSETS OF
THE CORPORATION;
THAT THE PRESENT SHAREHOLDERS OF THIS CORPORATION IN GOOD STANDING SHALL BE
GIVEN THE RIGHT TO EXCHANGE THEIR PRESENT HOLDINGS OF STOCK IN THIS
CORPORATION, SHARE FOR SHARE, FOR CLASS A, NON-ASSESSABLE STOCK OF THIS
CORPORATION WITHOUT ADDITIONAL COST, EXCEPT A CHARGE OF 50 CENTS FOR EACH
CERTIFICATE ISSUED, TOGETHER WITH THE REVENUE CHARGE AS REQUIRED BY LAW;
THAT ASSESSMENTS MAY BE LEVIED ON CLASS B STOCK NOT TO EXCEED THREE MILLS
PER SHARE, NOT OFTENER THAN ONE LEVY AT NINETY DAY INTERVALS."
-2-
<PAGE>
THAT THE ARTICLES OF THIS CORPORATION BE AMENDED AND SUPPLEMENTED AS
FOLLOWS:
"THAT THIS CORPORATION MAY BUY, SELL, HOLD, ASSIGN, TRANSFER, PLEDGE
AND OTHERWISE DEAL IN AND DISPOSE OF STOCK, BONDS, DEBENTURES AND
OTHER EVIDENCES OF INTEREST IN OTHER CORPORATIONS, AND WHILE THE
HOLDER, TO EXERCISE ALL THE RIGHTS AND PRIVILEGES OF OWNERSHIP,
INCLUDING THE RIGHT TO VOTE STOCK NOT OTHERWISE PROHIBITED BY LAW. MAY
PURCHASE OR OTHERWISE ACQUIRE, HOLD, SELL, TRANSFER, REISSUE,
MORTGAGE, PLEDGE OR HYPOTHECATE THE SHARES OF ITS OWN CAPITAL STOCK;
BUT SUCH STOCK SO ACQUIRED AND HELD SHALL NOT BE ENTITLED TO VOTE NOR
TO RECEIVE DIVIDENDS FROM THE PROFITS OF THE CORPORATION:
BE IT FURTHER RESOLVED:
THAT THE PROPER OFFICERS OF THE CORPORATION BE, AND THEY ARE, HERBY
AUTHORIZED TO FILE SUCH PAPERS AND PERFORM SUCH OTHER ACTS AS MAY BE
NECESSARY TO CARRY SAID RESOLUTION INTO EFFECT."
THAT, THEREAFTER, A SPECIAL MEETING OF THE SHAREHOLDERS OF SAID CORPORATION
WAS DULY AND LEGALLY NOTICED AND HELD AT THE OFFICE AND PRINCIPAL PLACE OF
BUSINESS OF SAID CORPORATION, TO WITH; AT 402 EMPIRE STATE BUILDING, IN THE CITY
OF SPOKANE, STATE OF WASHINGTON, ON THE 14TH DAY OF NOVEMBER, 1936, AT ONE
O'CLOCK P.M. FOR THE PURPOSE OF CONSIDERING AND ACTING UPON THE PROPOSITION OF
AMENDING AND SUPPLEMENTING SAID ARTICLES OF INCORPORATION; THAT AT THE TIME OF
SAID MEETING THE TOTAL NUMBER OF SHARES OF STOCK IN SAID CORPORATION ENTITLED TO
VOTE WAS 950,252 SHARES; THAT AT SAID MEETING A RESOLUTION APPROVING THE ACTION
OF THE BOARD OF DIRECTORS AMENDING AND SUPPLEMENTING SAID ARTICLES OF
INCORPORATION WAS REGULARLY PROPOSED, VOTED UPON AND ADOPTED BY THE SHAREHOLDERS
OWNING MORE THAN SEVENTY-FIVE (75) PERCENT OF THE VOTING POWER BY SAID
CORPORATION, BEING ALL THE STOCKHOLDERS PRESENT IN PERSON AND BY PROXY AND
ENTITLED TO VOTE;
-3-
<PAGE>
THAT IS TO SAY HOLDING 720,485 SHARES OF STOCK IN SAID CORPORATION OUT OF
950,252 SHARES ENTITLED TO VOTE AT THE TIME SAID RESOLUTION WAS ADOPTED;
THAT THE FOLLOWING IS A TRUE AND CORRECT COPY OF THE RESOLUTION OF SAID
SHAREHOLDERS APPROVING THE ACTION OF THE BOARD OF DIRECTORS IN AMENDING AND
SUPPLEMENTING SAID ARTICLES OF INCORPORATION;
WHEREAS, THE BOARD OF DIRECTORS OF THIS CORPORATION AT A SPECIAL MEETING
HELD AT 402 EMPIRE STATE BUILDING IN THE CITY OF SPOKANE, WASHINGTON, ON
THE 31ST DAY OF OCTOBER, 1936, AT TEN O'CLOCK A.M. ON SAID DATE, CALLED FOR
THE PURPOSE OF AMENDING AND SUPPLEMENTING THE ARTICLES OF INCORPORATION AND
BY-LAWS OF SAID CORPORATION, PASSED RESOLUTIONS AMENDING SAID ARTICLES OF
INCORPORATION AND BY-LAWS,
NOW THEREFORE, BE IT
RESOLVED, THAT THE ACTION OF THE BOARD OF DIRECTORS AMENDING AND
SUPPLEMENTING THE ARTICLES OF INCORPORATION AND BY-LAWS OF SAID CORPORATION
BE, AND THE SAME IS HEREBY APPROVED, ALSO BE IT
FURTHER RESOLVED, THAT THE ARTICLES OF THIS CORPORATION BE AMENDED AND
SUPPLEMENTED BY AMENDING ARTICLES I, III, V AND VI, SO THEY SHALL, AS
AMENDED AND SUPPLEMENTED, READ AS FOLLOWS:
ARTICLE I, AS AMENDED,
"THE NAME OF THIS CORPORATION SHALL BE KASLO MINES CORPORATION."
ARTICLE III, AS AMENDED,
THE PLACE WHERE THE PRINCIPAL BUSINESS OF THIS CORPORATION SHALL BE
TRANSACTED IS AT COEUR D'ALENE, KOOTENAI COUNTY, STATE OF IDAHO;
PROVIDED THAT MEETINGS OF THE BOARD OF DIRECTORS MAY BE HELD FOR THE
TRANSACTION OF ALL BUSINESS OF THE CORPORATION AT ITS OFFICE IN
SPOKANE, WASHINGTON.
ARTICLE V, AS AMENDED,
"THE BUSINESS AND PRUDENTIAL AFFAIRS OF THIS CORPORATION SHALL BE
MANAGED BY A BOARD OF SEVEN DIRECTORS WHO SHALL BE ELECTED AT THE
ANNUAL MEETING OF ITS STOCKHOLDERS, AND WHO SHALL, IF
-4-
<PAGE>
THEY SO ELECT, APPOINT AN EXECUTIVE COMMITTEE OF THREE TO MANAGE
AFFAIRS OF THE CORPORATION.
ARTICLE VI, AS AMENDED,
"THE CAPITAL STRUCTURE OF THIS CORPORATION CONSISTING OF 2,000,000
SHARES OF A PAR VALUE OF FIVE CENTS PER SHARE SHALL BE CHANGED TO
INCLUDE TWO CLASSES OF STOCK, AS FOLLOWS:
CLASS A - 1,000,000 SHARES, NONASSEABLE, WITH A PAR VALUE OF 3 (CENTS)
EACH;
CLASS B - 1,000,000 SHARES, ASSESSABLE, WITH A PAR VALUE OF 7 (CENTS)
EACH;
BOTH CLASSES OF STOCK TO HAVE THE SAME VOTING RIGHTS AND TO
PARTICIPATE ALIKE IN THE EARNINGS OF THE CORPORATION; AND, IN CASE OF
LIQUIDATION, SALE OF DISPOSAL OF THE PROPERTY OR STOCK, SHALL SHARE
EQUALLY IN THE ASSETS OF THE CORPORATION;
THAT THE PRESENT SHAREHOLDERS OF THIS CORPORATION IN GOOD STANDING
SHALL BE GIVEN THE RIGHT TO EXCHANGE THEIR PRESENT HOLDINGS OF STOCK
IN THIS CORPORATION, SHARE FOR SHARE, FOR CLASS A, NON-ASSESSABLE
STOCK OF THIS CORPORATION WITHOUT ADDITIONAL COST, EXCEPT A CHARGE OF
50(CENTS) FOR EACH CERTIFICATE ISSUED, TOGETHER WITH THE REVENUE
CHARGE AS REQUIRED BY LAW;
THAT ASSESSMENTS MAY BE LEVIED ON CLASS B STOCK NOT TO EXCEED THREE
MILLS PER SHARE, NOT OFTENER THAN ONE LEVY AT NINETY DAY INTERVALS."
THAT THE ARTICLES OF THIS CORPORATION BE AMENDED AND SUPPLEMENTED AS
FOLLOWS:
"THAT THIS CORPORATION MAY BUY, SELL, HOLD, ASSIGN, TRANSFER, PLEDGE
AND OTHERWISE DEAL IN AND DISPOSE OF STOCK, BONDS, DEBENTURES AND
OTHER EVIDENCES OF INTEREST IN OTHER CORPORATIONS, AND WHILE THE
HOLDER, TO EXERCISE ALL THE RIGHTS AND PRIVLEGES OF OWNERSHIP,
INCLUDING THE RIGHT TO VOTE STOCK NOT OTHERWISE PROHIBITED BY LAW. MAY
REPURCHASE OR OTHERWISE ACQUIRE, HOLD, SELL, TRANSFER, REISSUE,
MORTGAGE, PLEDGE OR HYPOTHECATE THE SHARES OF ITS OWN CAPITAL STOCK;
BUT SUCH STOCK SO ACQUIRED AND HELD SHALL NOT BE ENTITLED TO VOTE NOR
TO RECEIVE DIVIDENDS FROM THE PROFITS OF THE CORPORATION;
BE IT FURTHER RESOLVED: THAT THE PROPER OFFICERS OF THE CORPORATION BE, AND
THEY ARE, HEREBY AUTHORIZED TO FILE SUCH PAPERS AND PERFORM SUCH OTHER ACTS
AS MAY BE NECESSARY TO CARRY SAID RESOLUTION INTO EFFECT."
-5-
<PAGE>
IN WITNESS WHEREOF, WE, THE SAID PRESIDENT AND SAID SECRETARY, HAVE
HEREUNTO SET OUR HANDS THIS SEVENTEENTH DAY OF NOVEMBER, 1936.
[ILLEGIBLE]
-------------------------------
PRESIDENT
[ILLEGIBLE]
-------------------------------
SECRETARY
STATE OF WASHINGTON )
) ss
COUNTY OF SPOKANE )
H. G. LOOP AND E. I. FISHER, EACH BEING DULY SWORN, DEPOSES AND SAYS, EACH
FOR HIMSELF, OR HERSELF, AND NOT FOR THE OTHER, THAT THEY ARE PRESIDENT AND
SECRETARY, RESPECTIVELY, OF THE OMO MINES CORPORATION; THAT THE FOREGOING
CERTIFICATE OF AMENDMENTS AND SUPPLEMENT CONTAINS A TRUE AND CORRECT STATEMENT
OF THE TRUE AND CORRECT ACTION TAKEN AT THE DIRECTORS' MEETING, AND AT THE
STOCKHOLDERS' MEETING MENTIONED AND DESCRIBED IN SAID CERTIFICATE.
[ILLEGIBLE]
-------------------------------
PRESIDENT
[ILLEGIBLE]
-------------------------------
SECRETARY
SUBSCRIBED AND SWORN TO BEFORE ME, THIS THE 17TH DAY OF NOVEMBER, 1936.
[ILLEGIBLE]
-------------------------------
NOTARY PUBLIC FOR WASHINGTON.
RESIDING AT SPOKANE, WASHINGTON
<PAGE>
Exhibit 3(i)-7
AMENDED ARTICLES OF INCORPORATION
of the
OMO MINING AND LEASING COMPANY
Whereas, the Omo Mining and Leasing Company is duly incorporated under and
by virtue of the laws of the State of Idaho by Articles of Incorporation duly
made and filed and recorded in the office of the Secretary of State of Idaho on
January 19th, 1926, and in the office of the County Recorder of Elmore County in
said State on January 18th, A.D., 1926.
Whereas, by Article I the name of this corporation is Omo Mining and
Leasing Company.
NOW, THEREFORE, the stockholders of the said company, by a majority vote
thereof at a special meeting of the stockholders, duly held on the 20th day of
February, 1926, at two o'clock in the afternoon, as provided by the by-laws and
with the assent of all of the capital stock outstanding of said company and all
the holders thereof, to-wit: of all of said capital stock and of the holders
thereof, duly made and assigned and filed with the Secretary of the company, do
hereby adopt these and make the following amendment to the Supple Mental
Articles of Incorporation, to-wit:
AMENDMENT I.
The name of the Corporation, Omo Mining and Leasing Company, shall be
changed to Omo Mines Corporation.
We, O. C. Lapp and J. T. Omo, respectively the president and secretary of
the corporation, do hereby certify that the Supple Mental Articles of
Incorporation hereinbefore set forth and the amendment to the Article of
Incorporation embraced therein, were duly adopted by the Trustees of the said
company by a majority vote thereof, which vote was given at a special meeting of
the stockholders and the Board of Directors of the corporation at the general
offices of the company at Mountain Home, Idaho, on
<PAGE>
the 20th day of February, A.D., 1926 at two o'clock in the afternoon, as
provided by the by-laws, that such Supple Mental Articles and Amendment as
hereinbefore set forth are correct and that in accordance with the statute in
such case made and provided, we hereby certify the same in triplicate to be
correct.
IN TESTIMONY WHEREOF, we have hereunto set our hands and seals on this, the
20th day of February, 1926.
ATTEST:
/s/ J. T. Omo /s/ O. C. Lapp
- ------------------------ --------------------------
Secretary President
/s/ Thomas Treatham
STATE OF WASHINGTON,)
) ss.
COUNTY OF SPOKANE. )
I, the undersigned, a Notary Public in and for the aforesaid County and
State, do hereby certify that on the 27th day of February, 1926, personally
appeared before me J. T. Omo and O. C. Lapp, to me known to be the individuals
described in and who executed the within instrument, and acknowledged to me that
they executed same as their own free and voluntary acts and deeds for the uses
and purposes therein mentioned.
Given under my hand and seal the day and year in this Certificate first
above written.
/s/ [ILLEGIBLE]
--------------------------
Notary Public in and for
the State of Washington.
Residing at Spokane.
STATE OF IDAHO. )
) ss.
COUNTY OF ELMORE.)
I, the undersigned, a Notary Public in and for the aforesaid County and
State, do hereby certify that on the First day of March, 1926, personally
appeared before me Thomas Treatham, to me known to be the individual described
in and who executed the within instrument, and acknowledged to me that he
executed the same as his own free and voluntary act and deed for the uses and
purposes therein mentioned.
Given under my hand and seal the day and year in this Certificate first above
written.
<PAGE>
/s/ [ILLEGIBLE]
--------------------------
Notary Public in and for the State
Of Idaho, Residing at Mountain Home.
CERTIFICATE OF TRUE COPY--RECORDER Gazette Print, Glenns Ferry, Idaho
================================================================================
STATE OF IDAHO. ) I, F. M. HOBBS, Auditor and Recorder in and for the
) ss. County of Elmore, State of Idaho, do hereby certify
COUNTY OF ELMORE.) that the foregoing is a true and correct copy of the
original Articles of Incorporation Omo Mining & Leasing
Company, now on file in my office.
GIVEN UNDER MY HAND and official seal at Mountain Home,
Idaho, this, the 2nd day of March A.D. 1926
ATTEST: /s/ F. M. Hobbs, Auditor and Recorder.
By , Deputy.
--------------------------
<PAGE>
Certified Copy
#37614
- --------------------------------------------------------------------------------
Omo Mining & Leasing
Company
-- TO --
Whom It May Concern:
- --------------------------------------------------------------------------------
Amended Articles of
Incorporation
- --------------------------------------------------------------------------------
Dated February 27 - 1926
- --------------------------------------------------------------------------------
STATE OF IDAHO. )
) ss.
COUNTY OF ELMORE. )
I hereby certify that this instrument was filed for record at request of
Thos. Treatham at 05 minutes past 9 o'clock a.m., this 29 day of March A.D. 1926
in my office, and duly recorded in Book _______ of __________________________ at
Page ________
F. M. Hobbs
--------------------------
Ex. Officio Recorder,
By /s/ Marriell Smith
-----------------------
Deputy,
Fees $ 50(cents)
--------------------
File
- --------------------------------------------------------------------------------
Return to Thos. Treatham
City.
<PAGE>
15352-a
Certified Copy of amendment to the
Articles of Incorporation of
OMO MINING & LEASING COMPANY
---------------------------------------
changing the corporate name to
---------------------------------------
OMO MINES CORPORATION
---------------------------------------
DEPARTMENT OF STATE
Secretary's Office
=======================================
Filed this third day of
March, 1926
at 12:45 o'clock, P.M., and
certificate issued ______________
19____ Recorded in Book A-19
of Domestic Corporations
pages 269 and 270, records of the State
of Idaho.
F. A. JETER
------------------------
Secretary of State
By F. E. [ILLEGIBLE]
----------------------
Chief Clerk
$5.00 filing
1.60 recording
- -----
$6.60
INDEXED
RECORDED
COMPARED
<PAGE>
Exhibit 3(ii)-1
BY-LAWS OF THE OMO MINES CORPORATION
ARTICLE I.
OFFICERS
SECTION 1. THE OFFICERS OF THIS COMPANY SHALL CONSIST OF A PRESIDENT, VICE-
PRESIDENT, SECRETARY, TREASURER AND GENERAL MANAGER, AND SUCH OTHER OFFICERS AS
THE BOARD OF DIRECTORS MAY FROM TIME TO TIME DETERMINE AND DESIGNATE. THE
PRESIDENT, VICE-PRESIDENT, SECRETARY AND TREASURER SHALL BE CHOSEN FROM AMONG
THE DIRECTORS BY THE DIRECTORS, AND ONE PERSON MAY HOLD TWO OFFICES.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. A BOARD OF DIRECTORS SHALL BE SELECTED AT THE ANNUAL MEETING OF
THE STOCKHOLDERS, AND SHALL SERVE FOR ONE YEAR AFTER THEIR ELECTION AND UNTIL
THEIR SUCCESSORS ARE ELECTED AND QUALIFIED, AND SAID BOARD OF DIRECTORS SHALL
CONSIST OF FIVE MEMBERS.
ARTICLE III
PRESIDENT
SECTION 1. THE PRESIDENT SHALL BE THE CHIEF EXECUTIVE OF THE COMPANY IN
THE MANAGEMENT OF ITS AFFAIRS, BUT SUBJECT AT ALL TIMES AND IN ALL MATTERS TO
THE CONTROL AND DIRECTION OF THE BOARD OF DIRECTORS. HE SHALL, WHEN PRESENT,
PRESIDE AT ALL MEETINGS OF THE BOARD OF DIRECTORS AND STOCKHOLDERS, AND PERFORM
SUCH OTHER DUTIES AS MAY BE REQUIRED OF HIM BY THE LAWS OF THE STATE AND THE
BY-LAWS OF THE COMPANY AND THE BOARD OF DIRECTORS.
SECTION 2. HE SHALL RECEIVE SUCH SALARY, IF ANY, AS THE BOARD OF DIRECTORS
MAY FROM TIME TO TIME FIX AND ALLOW.
ARTICLE IV
VICE PRESIDENT
SECTION 1. IN THE THE ABSENCE OF THE PRESIDENT, THE VICE-PRESIDENT SHALL
POSSESS ALL THE POWERS AND PERFORM
<PAGE>
ALL THE DUTIES OF THE PRESIDENT, AND SHALL RECEIVE SUCH COMPENSATION, IF ANY,
FOR HIS SERVICES AS THE BOARD OF DIRECTORS MAY FROM TIME TO TIME FIX AND ALLOW.
ARTICLE V
TREASURER
SECTION 1. IT SHALL BE THE DUTY OF THE TREASURER TO RECEIVE ALL MONIES AND
FUNDS OF THE COMPANY AND DEPOSIT THE SAME IN SUCH BANK AS THE PRESIDENT OR
DIRECTORS SHALL DIRECT. HE SHALL PAY OUT THE SAME BY CHECK IN PAYMENT OF BILLS
OR DEBTS OF THE COMPANY AS MUCH AS POSSIBLE AND TAKE RECEIPTS THEREFORE WHETHER
PAYMENT IS MADE BY CHECK OR CASH. HE SHALL ALSO RECEIVE AND ENDORSE ALL
NEGOTIABLE PAPER OF THE COMPANY.
SECTION 2. HE SHALL KEEP A FULL AND ACCURATE BOOK OF ACCOUNT, WHICH AT ALL
TIMES SHALL BE OPEN TO THE INSPECTION OF ANY MEMBER OF THE BOARD OF DIRECTORS.
HE SHALL MAKE A REPORT TO THE BOARD OF DIRECTORS AT SUCH TIME AS THE BOARD OF
DIRECTORS MAY REQUIRE SUCH REPORT, SHOWING IN DETAIL ALL MONIES RECEIVED AND
PAID OUT, AND PRESENT ITEMIZED RECEIPTED VOUCHERS FOR ALL DISBURSEMENTS, AND
FILE THE SAME WITH THE SECRETARY ALONG WITH HIS REPORT. HE SHALL DISCHARGE SUCH
OTHER DUTIES PERTAINING TO HIS OFFICE AS SHALL BE PRESCRIBED BY THE BOARD OF
DIRECTORS.
SECTION 3. HE SHALL GIVE SUCH BONDS AS THE BOARD OF DIRECTORS MAY REQUIRE
OF HIM, PROVIDED, HOWEVER, THAT THE PREMIUM ON SUCH BONDS SHALL BE PAID FROM THE
TREASURY OF THE COMPANY.
SECTION 4. HE SHALL RECEIVE SUCH COMPENSATION FOR HIS SERVICES, IF ANY, AS
THE BOARD OF DIRECTORS MAY FROM TIME TO TIME FIX AND ALLOW.
ARTICLE VI
SECRETARY.
SECTION 1. IT SHALL BE THE DUTY OF THE SECRETARY TO KEEP FULL AND ACCURATE
MINUTES OF THE PROCEEDINGS OF THE BOARD OF DIRECTORS AND STOCKHOLDERS. HE SHALL
ALSO KEEP A LIST OF ALL PERSONS WHO ARE OR HAVE BEEN STOCKHOLDERS, WITH THE SAME
ALPHABETICALLY ARRANGED, SHOWING WHEN EACH PERSON BECAME A STOCKHOLDER AND THE
NUMBER OF SHARES OF STOCK HELD BY EACH STOCKHOLDER RESPECTIVELY AND THE DATE OF
TRANSFER TO HIM OF THE SAME ON THE BOOKS OF THE COMPANY.
SECTION 2. HE SHALL BE ENTITLED TO CHARGE AND COLLECT THE SUM OF
TWENTY-FIVE CENTS FOR EACH CERTIFICATE ISSUED IN MAKING ANY TRANSFER OF STOCK ON
THE BOOKS OF THE COMPANY. EXCEPT THE ORIGINAL ISSUE, TO BE PAID BY THE PARTY
HAVING SUCH TRANSFER MADE.
<PAGE>
SECTION 3. IT SHALL ALSO BE THE DUTY OF THE SECRETARY TO GIVE NOTICE OF
ALL MEETINGS OF THE STOCKHOLDERS AND ALL SPECIAL MEETINGS OF THE DIRECTORS, AND
HE SHALL PERFORM SUCH OTHER DUTIES AS MAY BE REQUIRED OF HIM BY THE LAWS OF THE
STATE AND THE BY-LAWS OF THIS COMPANY, AND HE SHALL RECEIVE SUCH COMPENSATION,
IF ANY, FOR HIS SERVICES AS THE BOARD OF DIRECTORS MAY FROM TIME TO TIME FIX AND
ALLOW, AND COMMISSIONS ON HIS SALES OF STOCK.
ARTICLE VII
GENERAL MANAGER
SECTION 1. THE GENERAL MANAGER SHALL HAVE THE GENERAL SUPERVISION AND
CONTROL OF THE PROPERTY OF THE COMPANY, AND HAVE CHARGE OF THE MINING,
CONSTRUCTION, REPAIRING, AND ENGINEERING DEPARTMENT OF THE COMPANY, TO CONTROL
AND DIRECT ALL LABOR PERTAINING TO THE OPERATIONS OF THE COMPANY AT THE MINE,
BUT ENTIRELY SUBJECT TO THE DIRECTION AND CONTROL OF THE BOARD OF DIRECTORS.
ARTICLE VIII
DIRECTORS
SECTION 1. THE REGULAR MEETING OF THE BOARD OF DIRECTORS SHALL BE HELD IN
THE OFFICE OF THE COMPANY ON THE THIRD TUESDAY OF JANUARY AND THE THIRD TUESDAY
OF JULY, OF EACH YEAR, AND WHEN SUCH DAY FALLS ON A HOLIDAY, THE NEXT SUCCEEDING
DAY THAT IS NOT A HOLIDAY SHALL BE THE TIME OF HOLDING SUCH MEETING.
SECTION 2. SPECIAL MEETINGS OF THE DIRECTORS MAY BE CALLED BY THE PRESIDENT
WHENEVER HE MAY DEEM IT EXPEDIENT, BY HAVING MAILED TO EACH DIRECTOR A NOTICE OF
SUCH SPECIAL MEETING. SUCH NOTICE SHALL STATE THE TIME, PLACE AND OBJECT OF THE
MEETING AND SHALL BE SIGNED BY THE PRESIDENT OR SECRETARY AND ADDRESSED TO THE
LAST GIVEN ADDRESS OF EACH DIRECTOR, OR SUCH MEETING MAY BE CALLED BY A SIMILAR
NOTICE SIGNED BY AT LEAST TWO DIRECTORS.
SECTION 3. THERE SHALL BE CALLED A SPECIAL MEETING OF THE DIRECTORS OF THIS
COMPANY IMMEDIATELY AT THE CLOSE OF THE ANNUAL STOCKHOLDERS' MEETING FOR THE
PURPOSE OF ELECTING OFFICERS, ORGANIZING THE AFFAIRS OF THE COMPANY AND
TRANSACTING SUCH OTHER BUSINESS AS MIGHT LEGALLY COME BEFORE IT.
SECTION 4. THE BOARD OF DIRECTORS SHALL EXERCISE A GENERAL SUPERVISION OVER
THE OFFICERS, AND EMPLOYEES OF THE COMPANY, TO RECEIVE AND PASS UPON THE REPORTS
OF THE OFFICERS AND AGENTS OF THE COMPANY, AND SHALL HAVE POWER TO TRANSACT AND
CONDUCT FOR AND IN BEHALF OF THE COMPANY ANY AND ALL BUSINESS FOR WHICH THE
COMPANY HAS BEEN INCORPORATED.
SECTION 5. THE MEMBERS OF THE BOARD OF DIRECTORS SHALL RE-
<PAGE>
CEIVE NO COMPENSATION FOR THEIR SERVICES AS SUCH, UNLESS EXPRESSLY PROVIDED, BUT
MEMBERS OF THE BOARD SHALL BE ALLOWED THEIR REASONABLE TRAVELING EXPENSES WHEN
ACTUALLY ENGAGED IN THE BUSINESS OF THE COMPANY, WHICH EXPENSES ARE TO BE
ALLOWED AS IN ANY OTHER CASE OF DEMANDS AGAINST THE COMPANY, OR COMMISSIONS ON
THEIR SALES OF STOCK.
SECTION 6. A MAJORITY OF THE DIRECTORS SHALL CONSTITUTE A QUORUM, BUT IN
THE ABSENCE OF A MAJORITY OF THE BOARD OF DIRECTORS, A MINORITY SHALL HAVE POWER
TO ADJOURN THE MEETING EITHER GENERALLY OR TO A PARTICULAR TIME.
ARTICLE 1X.
STOCKHOLDERS.
SECTION 1. THE ANNUAL MEETING FOR THE STOCKHOLDERS FOR ELECTION OF
DIRECTORS OF THE COMPANY AND THE TRANSACTION OF OTHER BUSINESS SHALL BE HELD AT
THE OFFICE OF THE COMPANY ON THE SECOND TUESDAY OF FEBRUARY OF EACH YEAR AT THE
HOUR OF TWO O'CLOCK P.M. THE DIRECTORS ELECTED AT THE FIRST ANNUAL STOCKHOLDERS'
MEETING SHALL ASSUME THEIR DUTIES AT THE EXPIRATION OF THE TIME FOR WHICH
DIRECTORS ARE NAMED IN THE ARTICLES OF INCORPORATION.
SECTION 2. AT ALL MEETINGS OF THE STOCKHOLDERS, EACH STOCKHOLDER SHALL BE
ENTITLED TO CAST ONE VOTE FOR EACH SHARE OF STOCK STANDING IN HIS NAME AS
APPEARS ON THE STOCK LIST AT THE TIME OF CLOSING THE BOOKS AS HEREINAFTER
STATED. NO PERSON SHALL VOTE AS PROXY UNLESS HE SHALL PRESENT TO AND FILE WITH
THE SECRETARY WRITTEN AUTHORITY SO TO DO, SIGNED BY THE STOCKHOLDER OF WHOM HE
REPRESENTS BEFORE HE SHALL ACT IN BEHALF OF SUCH ABSENT STOCKHOLDER.
SECTION 3. AT ALL MEETINGS OF THE STOCKHOLDERS OF THIS COMPANY, A MAJORITY
OF STOCK SHALL BE SUFFICIENT TO CARRY ANY RESOLUTION OR MOTION.
SECTION 4. NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS SHALL BE GIVEN BY
MAIL OR IN PERSON OR BY NOTICE ADDRESSED TO EACH OF THE SAID STOCKHOLDERS, WHICH
NOTICE SHALL STATE THE TIME, PLACE AND OBJECT OF SUCH MEETING.
SECTION 5. NOTICE OF SPECIAL MEETING OF THE STOCKHOLDERS SHALL STATE THE
OBJECT, TIME AND PLACE OF THE MEETING. SPECIAL MEETINGS OF THE STOCKHOLDERS MAY
BE CALLED FROM TIME TO TIME BY THE PRESIDENT, AT HIS OWN ELECTION, OR UPON THE
REQUEST OF THE HOLDERS OF SIXTY PERCENT OF THE STOCK OF THIS CORPORATION. ALL
NOTICES FOR GENERAL OR SPECIAL MEETINGS OF THE STOCKHOLDERS SHALL BE SIGNED BY
THE PRESIDENT, OR VICE-PRESIDENT IN HIS ABSENCE, OR SECRETARY, AND SHALL BE
GIVEN AT LEAST TWO WEEKS BEFORE THE TIME FOR HOLDING SUCH MEETING.
<PAGE>
ARTICLE X
STOCK BOOK.
SECTION 1. THE STOCK BOOK OF THE COMPANY SHALL BE CLOSED FOR FIVE DAYS
PREVIOUS TO THE GENERAL OR SPECIAL MEETINGS OF THE STOCKHOLDERS, AND ALSO FIVE
PREVIOUS TO THE PAYMENT OF THE DIVIDEND, AND THE LIST OF STOCKHOLDERS AS IT
APPEARS ON THE BOOKS OF THE COMPANY AT THE TIME OF CLOSING SUCH BOOK SHALL
DESIGNATE AND DETERMINE WHO SHALL VOTE OR RECEIVE DIVIDENDS THEREON.
ARTICLE XI
CERTIFICATE OF STOCK SHALL BE OF SUCH FORM AND DEVICE AS THE BOARD OF
DIRECTORS MAY DIRECT, AND SUCH CERTIFICATES SHALL, BE SIGNED BY THE PRESIDENT
AND SECRETARY AND EACH ONE SHALL EXPRESS ON ITS FACE THE NUMBER, DATE OF
ISSUANCE, THE NUMBER OF SHARES AND THE PERSON TO WHOM ISSUED.
ARTICLE XII
SHARES OF THE COMPANY MAY BE TRANSFERRED BY THE COMPANY AT ANY TIME BY THE
HOLDERS THEREOF, OR BY ANY ATTORNEY LEGALLY CONSTITUTED, OR BY LEGAL
REPRESENTATIVES; BUT NO TRANSFER SHALL BE VALID EXCEPT BETWEEN THE PARTIES
THERETO UNTIL ENTERED IN THE PROPER FORM UPON THE BOOKS OF THE COMPANY, AND
AFTER ALL ASSESSMENTS, CHARGES, AND FEES DUE THE COMPANY SHALL BE PAID IN
ADVANCE ON EACH AND EVERY CERTIFICATE, AND NO STOCKHOLDER OR HIS ASSIGNEE SHALL
BE ENTITLED TO HAVE ANY STOCK TRANSFERRED UNTIL ALL SUCH CHARGES, FEES, AND
ASSESSMENTS SHALL HAVE BEEN PAID. THE SURRENDERED CERTIFICATES SHALL BE
CANCELLED BEFORE A NEW CERTIFICATE SHALL BE ISSUED IN LIEU THEREOF, AND SUCH
CANCELLED CERTIFICATE SHALL BE PASTED ON THE STUB OF THE SAME.
ARTICLE XIII
THE BOARD OF DIRECTORS SHALL LEVY THE CALLS FOR ASSESSMENT FROM TIME TO
TIME, AND FOR AMOUNT NOT TO EXCEED TWO MILLS IN ANY ONE MONTH FOR THE NEEDS OF
THE COMPANY. THE DIRECTORS SHALL ALSO AUTHORIZE AND INSTRUCT THE SECRETARY TO
SELL ALL STOCK ON WHICH ASSESSMENTS ARE UNPAID AND DELINQUENT THIRTY DAYS AFTER
DATE OF ASSESSMENT IS DUE AND PAYABLE. ALL NOTICES OF ASSESSMENT SHALL BE MAILED
TO THE LAST KNOWN ADDRESS OF THE STOCKHOLDERS OF REGISTER ON THE BOOKS OF THE
COMPANY.
THE BOOKS AND PAPERS IN THE OFFICE OF THE COMPANY, THE SECRETARY AND
TREASURER SHALL AT ALL TIMES DURING BUSINESS HOURS KEEP OPEN TO THE INSPECTION
OF THE BOARD OF DIRECTORS, AND A COPY OF THESE BY-LAWS SHALL BE KEPT AT THE
PLACE OF BUSINESS OF THE COMPANY AND OPEN AT ALL TIMES TO THE INSPECTION OF ANY
STOCKHOLDER.
<PAGE>
ARTICLE XIV
THE BY-LAWS MAY BE AMENDED OR ALTERED AT ANY ANNUAL MEETING OF THE
COMPANY, OR AT ANY SPECIAL MEETING CALLED FOR THAT PURPOSE BY A MAJORITY OF THE
STOCK, AND SHALL REMAIN IN THE POSSESSION OF THE SECRETARY OF THE COMPANY.
ARTICLE XV
IN CASE OF A VACANCY ON THE BOARD OF DIRECTORS A MAJORITY OF THE REMAINDER
THEREOF SHALL FILL SUCH VACANCY.
WE, THE UNDERSIGNED, PRESIDENT, SECRETARY AND DIRECTORS OF THE OMO MINING
AND LEASING COMPANY, EXISTING UNDER AND BY VIRTUE OF THE LAWS OF THE STATE OF
IDAHO, DO HEREBY CERTIFY THAT THE FOREGOING IS A TRUE AND COMPLETE COPY OF THE
BY-LAWS OF SAID CORPORATION AND THE SAME ARE IN FORCE AT THE DATE HEREOF.
DATED THIS, THE 20TH DAY OF JANUARY, 1926.
J. T. OMO, PRESIDENT
(SIGNED) O. C. LAPP, SECRETARY
B. B. LOWER, DIRECTOR
<PAGE>
MINUTE BOOK NUMBER TWO
OMO MINES CORPORATION, SPOKANE, WASH.
BEGINNING WITH COPY OF CALL FOR REGULAR SEMI-ANNUAL MEETING OF DIRECTORS, UNDER
DATE OF JANUARY, 11, 1932.
- --------------------------------------------------------------------------------
MINUTE BOOK NUMBER ONE
CONTAINS RECORD OF MEETINGS FROM ORGANIZATION TO CALL FOR REGULAR SEMI-ANNUAL
MEETING OF DIRECTORS TO BE HELD ON JANUARY 19, 1932.
MINUTE BOOK #1 IS A LOOSE-LEAF BOOK DESIGNATED AS "CORPORATION RECORD" IN WHICH
COPIES OF RECORDS HAVE BEEN PASTED ON LOOSE SHEETS.
THIS BOOK CONTAINS NO COPY OF THE ARTICLES ON INCORPORATION, SO SAME HAS BEEN
INSERTED IN BOOK #2.
FOR CONVENIENT REFERENCE, A COPY OF THE AMENDED ARTICLES OF INCORPORATION AND
BY-LAWS HAS BEEN INCLUDED IN MINUTE BOOK NUMBER TWO.
<PAGE>
Exhibit 3(ii)-2
MINUTE BOOK NUMBER TWO
OMO MINING AND LEASING COMPANY
INCORPORATED UNDER THE LAWS OF IDAHO
AT
MOUNTAIN VIEW, IDAHO
JANUARY 19, 1926
------
CAPITAL $100,000.
2,000,000 SHARES
PAR 5 CENTS
-------
CORPORATION NAME CHANGED
TO
OMO MINES CORPORATION
FEBRUARY 1, 1926
<PAGE>
ARTICLES OF INCORPORATION
OF
OMO MINING AND LEASING COMPANY
KNOW ALL MEN BY THESE PRESENTS, THAT WE, THE UNDERSIGNED, AT LEAST ONE OF
WHOM IS A BONA FIDE RESIDENT OF THE STATE OF IDAHO, HAVE THIS DAY VOLUNTARILY
ASSOCIATED OURSELVES FOR THE PURPOSE OF FORMING A CORPORATION UNDER THE LAWS OF
THE STATE OF IDAHO.
ARTICLE I
THE NAME OF THIS CORPORATION SHALL BE THE OMO MINING AND LEASING COMPANY.
ARTICLE II
THE PURPOSES FOR WHICH THIS CORPORATION IS FORMED ARE AS FOLLOWS:
TO CARRY ON THE BUSINESS OF MINING, LEASING, MILLING, CONTRACTING,
CONVERTING, SMELTING, TREATING, PREPARING FOR MARKET, MANUFACTURING, BUYING,
SELLING, EXCHANGING AND OTHERWISE PRODUCING AND DEALING IN SILVER, LEAD, GOLD,
COPPER, ZINC, BRASS, IRON, STEEL AND IN ALL KINDS OF ORES, METALS, MINERALS, AND
IN PRODUCTS AND BY-PRODUCTS THEREOF, OF EVERY KIND AND DESCRIPTION, AND BY
WHATEVER PROCESS THE SAME CAN BE OR HEREAFTER MAY BE PRODUCED, AND GENERALLY AND
WITHOUT LIMIT AS TO AMOUNT, TO BUY, SELL, LEASE, EXCHANGE AND DEAL IN LANDS,
MINES, AND MINERALS, RIGHTS AND CLAIMS, AND IN THE ABOVE SPECIFIED PRODUCTS, AND
TO CONDUCT ALL BUSINESS APPURTENANT THERETO IN THE UNITED STATES OF AMERICA, OR
BRITISH COLUMBIA.
ARTICLE III
THE PLACE WHERE THE PRINCIPAL BUSINESS OF THIS CORPORATION IS TO BE
TRANSACTED IS AT THE OFFICE OF THOMAS TRATHEN, MOUNTAIN HOME, ELMORE COUNTY,
STATE OF IDAHO, PROVIDED THAT MEETINGS OF THE BOARD OF DIRECTORS MAY BE HELD FOR
THE TRANSACTION OF ANY BUSINESS OF THE CORPORATION AT SPOKANE, WASHINGTON.
ARTICLE IV
THE PERIOD OF EXISTENCE OF THIS CORPORATION SHALL BE FIFTY YEARS, UNLESS
SOONER DISSOLVED BY THE ADJUDICATION OF A COURT OF THE PROPER ACTION OF ITS
STOCKHOLDERS.
<PAGE>
ARTICLE V
THE BUSINESS AND PRUDENTIAL AFFAIRS OF THIS CORPORATION SHALL BE MANAGED BY
A BOARD OF THREE DIRECTORS WHO SHALL BE ELECTED AT THE ANNUAL MEETING OF ITS
STOCKHOLDERS.
ARTICLE VI
THE AMOUNT OF THE CAPITAL STOCK OF THIS CORPORATION IS ONE HUNDRED THOUSAND
DOLLARS ($100,000) DIVIDED INTO TWO MILLION (2,000,000) SHARES OF THE PAR VALUE
OF FIVE CENTS EACH, AND CONSISTS OF AND IS BASED UPON THE ESTIMATED FRANK-LIN
SITUATED IN EVOLUTION MINING DISTRICT, SHOSHONE COUNTY, STATE OF IDAHO, ALSO THE
TREASURE MINE AT ROCKY BAR, ELMORE COUNTY, IDAHO, WITH THE IMPROVEMENTS THEREON
AND THE APPURTENANCES THEREUNTO BELONGING OR IN ANYWISE PERTAINING.
ARTICLE VII
THE NAMES AND RESIDENCES OF THE PERSONS CHOSEN AS DIRECTORS TO MANAGE THE
BUSINESS AND PRUDENTIAL AFFAIRS OF THIS CORPORATION UNTIL THE FIRST ANNUAL
ELECTION OF DIRECTORS ARE AS FOLLOWS:
NAME ADDRESSES
J. T. OMO SPOKANE, WASHINGTON
O. C. LAPP SPOKANE, WASHINGTON
T. TRATHEN MOUNTAIN HOME, IDAHO
B. B. LOWER SPOKANE, WASHINGTON
I, J.T. OMO, PRESIDENT OF THE OMO MINING & LEASING COMPANY, A CORPORATION
CREATED AND ORGANIZED UNDER THE LAWS OF THE STATE OF IDAHO, DO HEREBY CERTIFY
THAT THE FOREGOING AND ANNEXED IS A FULL, TRUE AND COMPLETE COPY OF THE
CERTIFICATE OF INCORPORATION.
DATED THIS THE 20TH DAY OF JANUARY, 1926.
(SIGNED) J.T. OMO
<PAGE>
AMENDED ARTICLES OF INCORPORATION
OF THE
OMO MINING AND LEASING COMPANY
WHEREAS, THE OMO MINING AND LEASING COMPANY IS DULY INCORPORATED UNDER AND
BY VIRTUE OF THE LAWS OF THE STATE OF IDAHO BY ARTICLES OF INCORPORATION DULY
MADE AND FILED AND RECORDED IN THE OFFICE OF THE SECRETARY OF STATE OF IDAHO ON
JANUARY 19, 1926, AND IN THE OFFICE OF THE COUNTY RECORDER OF ELMORE COUNTY IN
SAID STATE ON JANUARY 18, A.D., 1926.
WHEREAS BY ARTICLE I THE NAME OF THIS CORPORATION IS OMO MINING AND
LEASING COMPANY.
NOW, THEREFORE, THE STOCKHOLDERS OF THE SAID COMPANY, BY A MAJORITY VOTE
THEREOF AT A SPECIAL MEETING OF THE STOCKHOLDERS DULY HELD ON THE FIRST DATE OF
FEBRUARY, 1926, AT TWO O'CLOCK IN THE AFTERNOON, AS PROVIDED BY THE BY-LAWS AND
WITH THE ABSENT OF ALL OF THE CAPITAL STOCK OUTSTANDING OF SAID COMPANY AND ALL
THE HOLDERS THEREOF, TO WIT: OF ALL OF SAID CAPITAL STOCK AND OF THE HOLDERS
THEREOF, DULY MADE AND SIGNED AND FILED WITH THE SECRETARY OF THE COMPANY, DO
HEREBY ADOPT THESE AND MAKE THE FOLLOWING AMENDMENT TO THE SUPPLEMENTAL ARTICLES
OF INCORPORATION, TO-WIT:
AMENDMENT 1.
THE NAME OF THE CORPORATION, OMO MINING AND LEASING COMPANY, SHALL BE
CHANGED TO OMO MINES CORPORATION.
WE, O.C. LAPP AND J.T. OMO, RESPECTIVELY THE PRESIDENT AND SECRETARY OF
THE CORPORATION, DO HEREBY CERTIFY THAT THE SUPPLEMENTAL ARTICLES OF
INCORPORATION HEREIN BEFORE SET FORTH AND THE AMENDMENT TO THE ARTICLES OF
INCORPORATION EMBRACED THEREIN, WERE DULY ADOPTED BY THE TRUSTEES OF THE SAID
COMPANY BY A MAJORITY VOTE THEREOF, WHICH VOTE WAS GIVEN AT A SPECIAL MEETING OF
THE STOCKHOLDERS AND THE BOARD OF DIRECTORS OF THE CORPORATION AT THE GENERAL
OFFICES OF THE COMPANY AT MOUNTAIN HOME, IDAHO, ON THE FIRST DAY OF FEBRUARY,
A.D. 1926, AT TWO O'CLOCK IN THE AFTERNOON, AS PROVIDED BY THE BY-LAWS, THAT
SUCH SUPPLEMENTAL ARTICLES AND AMENDMENT AS HEREINBEFORE SET FORTH ARE CORRECT
AND THAT IN ACCORDANCE WITH THE STATUTE IN SUCH CASE MADE AND PROVIDED, WE
HEREBY CERTIFY THE SAME
<PAGE>
IN TRIPLICATE TO BE CORRECT.
IN TESTIMONY WHEREOF, WE HAVE HEREUNTO SET OUR HANDS AND SEALS ON THIS THE
FIFTH DAY OF FEBRUARY, 1926.
(SIGNED) O.C. LAPP
PRESIDENT
ATTEST:
(SIGNED) J.T. OMO
SECRETARY
CERTIFICATE OF TRUE COPY--RECORDER
- ---------------------------------------------------------------------------
STATE OF IDAHO ) I, F.M. HOBBS, AUDITOR AND RECORDER
) SS IN AND FOR THE COUNTY OF ELMORE,
COUNTY OF ELMORE ) STATE OF IDAHO, DO HEREBY CERTIFY
THAT THE FOREGOING IS A TRUE AND
ELMORE COUNTY CORRECT COPY OF THE ORIGINAL
IDAHO ARTICLES OF INCORPORATION OF OMO
SEAL MINING & LEASING COMPANY, NOW ON
AUDITOR RECORDER FILE IN MY OFFICE.
GIVEN UNDER MY HAND AND OFFICIAL SEAL AT
MOUNTAIN HOME, IDAHO, THIS, THE 15TH DAY
OF FEBRUARY, 1926.
ATTEST: (SIGNED) F.M. HOBBS
AUDITOR AND RECORDER
<PAGE>
BY-LAWS OF THE OMO MINES CORPORATION
ARTICLE I
OFFICERS
SECTION 1. THE OFFICERS OF THIS COMPANY SHALL CONSIST OF A PRESIDENT, VICE-
PRESIDENT, SECRETARY, TREASURER AND GENERAL MANAGER, AND SUCH OTHER OFFICERS AS
THE BOARD OF DIRECTORS MAY FROM TIME TO TIME DETERMINE AND DESIGNATE. THE
PRESIDENT, VICE-PRESIDENT, SECRETARY AND TREASURER SHALL BE CHOSEN FROM AMONG
THE DIRECTORS BY THE DIRECTORS, AND ONE PERSON MAY HOLD TWO OFFICES.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. A BOARD OF DIRECTORS SHALL BE SELECTED AT THE ANNUAL MEETING OF
THE STOCKHOLDERS, AND SHALL SERVE FOR ONE YEAR AFTER THEIR ELECTION AND UNTIL
THEIR SUCCESSORS ARE ELECTED AND QUALIFIED, AND SAID BOARD OF DIRECTORS SHALL
CONSIST OF FIVE MEMBERS.
ARTICLE III
PRESIDENT
SECTION 1. THE PRESIDENT SHALL BE THE CHIEF EXECUTIVE OF THE COMPANY IN THE
MANAGEMENT OF ITS AFFAIRS, BUT SUBJECT AT ALL TIMES AND IN ALL MATTERS TO THE
CONTROL AND DIRECTION OF THE BOARD OF DIRECTORS. HE SHALL, WHEN PRESENT, PRESIDE
AT ALL MEETINGS OF THE BOARD OF DIRECTORS AND STOCKHOLDERS, AND PERFORM SUCH
OTHER DUTIES AS MAY BE REQUIRED OF HIM BY THE LAWS OF THE STATE AND THE BY-LAWS
OF THE COMPANY AND THE BOARD OF DIRECTORS.
SECTION 2. HE SHALL RECEIVE SUCH SALARY, IF ANY, AS THE BOARD OF DIRECTORS
MAY FROM TIME TO TIME FIX AND ALLOW.
ARTICLE IV
VICE PRESIDENT
SECTION 1. IN THE ABSENCE OF THE PRESIDENT, THE VICE-PRESIDENT SHALL
POSSESS ALL THE POWERS AND PERFORM
<PAGE>
ALL THE DUTIES OF THE PRESIDENT, AND SHALL RECEIVE SUCH COMPENSATION, IF ANY,
FOR HIS SERVICES AS THE BOARD OF DIRECTORS MAY FROM TIME TO TIME FIX AND ALLOW.
ARTICLE V
TREASURER
SECTION 1. IT SHALL BE THE DUTY OF THE TREASURER TO RECEIVE ALL MONIES AND
FUNDS OF THE COMPANY AND DEPOSIT THE SAME IN SUCH BANK AS THE PRESIDENT OR
DIRECTORS SHALL DIRECT. HE SHALL PAY OUT THE SAME BY CHECK IN PAYMENT OF BILLS
OR DEBTS OF THE COMPANY AS MUCH AS POSSIBLE AND TAKE RECEIPTS THEREFORE WHETHER
PAYMENT IS MADE BY CHECK OR CASH. HE SHALL ALSO RECEIVE AND ENDORSE ALL
NEGOTIABLE PAPER OF THE COMPANY.
SECTION 2. HE SHALL KEEP A FULL AND ACCURATE BOOK OF ACCOUNT, WHICH AT ALL
TIMES SHALL BE OPEN TO THE INSPECTION OF ANY MEMBER OF THE BOARD OF DIRECTORS.
HE SHALL MAKE A REPORT TO THE BOARD OF DIRECTORS AT SUCH TIME AS THE BOARD OF
DIRECTORS MAY REQUIRE SUCH REPORT, SHOWING IN DETAIL ALL MONIES RECEIVED AND
PAID OUT, AND PRESENT ITEMIZED RECEIPTED VOUCHERS FOR ALL DISBURSEMENTS, AND
FILE THE SAME WITH THE SECRETARY ALONG WITH HIS REPORT. HE SHALL DISCHARGE SUCH
OTHER DUTIES PERTAINING TO HIS OFFICE AS SHALL BE PRESCRIBED BY THE BOARD OF
DIRECTORS.
SECTION 3. HE SHALL GIVE SUCH BONDS AS THE BOARD OF DIRECTORS MAY REQUIRE
OF HIM, PROVIDED, HOWEVER, THAT THE PREMIUM ON SUCH BONDS SHALL BE PAID FROM THE
TREASURY OF THE COMPANY.
SECTION 4. HE SHALL RECEIVE SUCH COMPENSATION FOR HIS SERVICES, IF ANY, AS
THE BOARD OF DIRECTORS MAY FROM TIME TO TIME FIX AND ALLOW.
ARTICLE VI
SECRETARY
SECTION 1. IT SHALL BE THE DUTY OF THE SECRETARY TO KEEP FULL AND ACCURATE
MINUTES OF THE PROCEEDINGS OF THE BOARD OF DIRECTORS AND STOCKHOLDERS. HE SHALL
ALSO KEEP A LIST OF ALL PERSONS WHO ARE OR HAVE BEEN STOCKHOLDERS, WITH THE SAME
ALPHABETICALLY ARRANGED, SHOWING WHEN EACH PERSON BECAME A STOCKHOLDER AND THE
NUMBER OF SHARES OF STOCK HELD BY EACH STOCKHOLDER RESPECTIVELY AND THE DATE OF
TRANSFER TO HIM OF THE SAME ON THE BOOKS OF THE COMPANY.
SECTION 2. HE SHALL BE ENTITLED TO CHARGE AND COLLECT THE SUM OF TWENTY-
FIVE CENTS FOR EACH CERTIFICATE ISSUED IN MAKING ANY TRANSFER OF STOCK ON THE
BOOKS OF THE COMPANY, EXCEPT THE ORIGINAL ISSUE, TO BE PAID BY THE PARTY HAVING
SUCH TRANSFER MADE.
<PAGE>
SECTION 3. IT SHALL ALSO BE THE DUTY OF THE SECRETARY TO GIVE NOTICE OF
ALL MEETINGS OF THE STOCKHOLDERS AND ALL SPECIAL MEETINGS OF THE DIRECTORS, AND
HE SHALL PERFORM SUCH OTHER DUTIES AS MAY BE REQUIRED OF HIM BY THE LAWS OF THE
STATE AND THE BY-LAWS OF THIS COMPANY, AND HE SHALL RECEIVE SUCH COMPENSATION,
IF ANY, FOR HIS SERVICES AS THE BOARD OF DIRECTORS MAY FROM TIME TO TIME FIX AND
ALLOW, AND COMMISSIONS ON HIS SALES OF STOCK.
ARTICLE VII
GENERAL MANAGER
SECTION 1. THE GENERAL MANAGER SHALL HAVE THE GENERAL SUPERVISION AND
CONTROL OF THE PROPERTY OF THE COMPANY, AND HAVE CHARGE OF THE MINING,
CONSTRUCTION, REPAIRING, AND ENGINEERING DEPARTMENT OF THE COMPANY, TO CONTROL
AND DIRECT ALL LABOR PERTAINING TO THE OPERATIONS OF THE COMPANY AT THE MINE,
BUT ENTIRELY SUBJECT TO THE DIRECTION AND CONTROL OF THE BOARD OF DIRECTORS.
ARTICLE VIII
DIRECTORS
SECTION 1. THE REGULAR MEETING OF THE BOARD OF DIRECTORS SHALL BE HELD IN
THE OFFICE OF THE COMPANY ON THE THIRD TUESDAY OF JANUARY AND THE THIRD TUESDAY
OF JULY, OF EACH YEAR, AND WHEN SUCH DAY FALLS ON A HOLIDAY, THE NEXT SUCCEEDING
DAY THAT IS NOT A HOLIDAY SHALL BE THE TIME OF HOLDING SUCH MEETING.
SECTION 2. SPECIAL MEETINGS OF THE DIRECTORS MAY BE CALLED BY THE
PRESIDENT WHENEVER HE MAY DEEM IT EXPEDIENT, BY HAVING MAILED TO EACH DIRECTOR A
NOTICE OF SUCH SPECIAL MEETING. SUCH NOTICE SHALL STATE THE TIME, PLACE AND
OBJECT OF THE MEETING AND SHALL BE SIGNED BY THE PRESIDENT OR SECRETARY AND
ADDRESSED TO THE LAST GIVEN ADDRESS OF EACH DIRECTOR, OR SUCH MEETING MAY BE
CALLED BY A SIMILAR NOTICE SIGNED BY AT LEAST TWO DIRECTORS.
SECTION 3. THERE SHALL BE CALLED A SPECIAL MEETING OF THE DIRECTORS OF
THIS COMPANY IMMEDIATELY AT THE CLOSE OF THE ANNUAL STOCKHOLDERS MEETING FOR
THE PURPOSE OF ELECTING OFFICERS, ORGANIZING THE AFFAIRS OF THE COMPANY AND
TRANSACTING SUCH OTHER BUSINESS AS MIGHT LEGALLY COME BEFORE IT.
SECTION 4. THE BOARD OF DIRECTORS SHALL EXERCISE A GENERAL SUPERVISION
OVER THE OFFICERS, AND EMPLOYEES OF THE COMPANY, TO RECEIVE AND PASS UPON THE
REPORTS OF THE OFFICERS AND AGENTS OF THE COMPANY, AND SHALL HAVE POWER TO
TRANSACT AND CONDUCT FOR AND IN BEHALF OF THE COMPANY ANY AND ALL BUSINESS FOR
WHICH THE COMPANY HAS BEEN INCORPORATED.
SECTION 5. THE MEMBERS OF THE BOARD OF DIRECTORS SHALL RE-
<PAGE>
CEIVE NO COMPENSATION FOR THEIR SERVICES AS SUCH, UNLESS EXPRESSLY PROVIDED, BUT
MEMBERS OF THE BOARD SHALL BE ALLOWED THEIR REASONABLE TRAVELING EXPENSES WHEN
ACTUALLY ENGAGED IN THE BUSINESS OF THE COMPANY, WHICH EXPENSES ARE TO BE
ALLOWED AS IN ANY OTHER CASE OF DEMANDS AGAINST THE COMPANY, OR COMMISSIONS ON
THEIR SALES OF STOCK.
SECTION 6. A MAJORITY OF THE DIRECTORS SHALL CONSTITUTE A QUORUM, BUT IN
THE ABSENCE OF A MAJORITY OF THE BOARD OF DIRECTORS, A MINORITY SHALL HAVE POWER
TO ADJOURN THE MEETING EITHER GENERALLY OR TO A PARTICULAR TIME.
ARTICLE IX.
STOCKHOLDERS.
SECTION 1. THE ANNUAL MEETING FOR THE STOCKHOLDERS FOR ELECTION OF
DIRECTORS OF THE COMPANY AND THE TRANSACTION OF OTHER BUSINESS SHALL BE HELD AT
THE OFFICE OF THE COMPANY ON THE SECOND TUESDAY OF FEBRUARY OF EACH YEAR AT THE
HOUR OF TWO O'CLOCK P.M. THE DIRECTORS ELECTED AT THE FIRST ANNUAL STOCKHOLDERS
MEETING SHALL ASSUME THEIR DUTIES AT THE EXPIRATION OF THE TIME FOR WHICH
DIRECTORS ARE NAMED IN THE ARTICLES OF INCORPORATION.
SECTION 2. AT ALL MEETINGS OF THE STOCKHOLDERS, EACH STOCKHOLDER SHALL BE
ENTITLED TO CAST ONE VOTE FOR EACH SHARE OF STOCK STANDING IN HIS NAME AS
APPEARS ON THE STOCK LIST AT THE TIME OF CLOSING THE BOOKS AS HEREINAFTER
STATED. NO PERSON SHALL VOTE AS PROXY UNLESS HE SHALL PRESENT TO AND FILE WITH
THE SECRETARY WRITTEN AUTHORITY SO TO DO, SIGNED BY THE STOCKHOLDER OF WHOM
HE REPRESENTS BEFORE HE SHALL ACT IN BEHALF OF SUCH ABSENT STOCKHOLDER.
SECTION 3. AT ALL MEETINGS OF THE STOCKHOLDERS OF THIS COMPANY, A MAJORITY
OF STOCK SHALL BE SUFFICIENT TO CARRY ANY RESOLUTION OR MOTION.
SECTION 4. NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS SHALL BE GIVEN BY
MAIL OR IN PERSON OR BY NOTICE ADDRESSED TO EACH OF THE SAID STOCKHOLDERS, WHICH
NOTICE SHALL STATE THE TIME, PLACE AND OBJECT OF SUCH MEETING.
SECTION 5. NOTICE OF SPECIAL MEETING OF THE STOCKHOLDERS SHALL STATE THE
OBJECT, TIME AND PLACE OF THE MEETING. SPECIAL MEETINGS OF THE STOCKHOLDERS MAY
BE CALLED FROM TIME TO TIME BY THE PRESIDENT, AT HIS OWN ELECTION, OR UPON THE
REQUEST OF THE HOLDERS OF SIXTY PERCENT OF THE STOCK OF THIS CORPORATION. ALL
NOTICES FOR GENERAL OR SPECIAL MEETINGS OF THE STOCKHOLDERS SHALL BE SIGNED BY
THE PRESIDENT, OR VICE-PRESIDENT IN HIS ABSENCE, OR SECRETARY, AND SHALL BE
GIVEN AT LEAST TWO WEEKS BEFORE THE TIME FOR HOLDING SUCH MEETING.
<PAGE>
ARTICLE X
STOCK BOOK.
SECTION 1. THE STOCK BOOK OF THE COMPANY SHALL BE CLOSED FOR FIVE DAYS
PREVIOUS TO THE GENERAL OR SPECIAL MEETING OF THE STOCKHOLDERS, AND ALSO FIVE
PREVIOUS TO THE PAYMENT OF ANY DIVIDEND, AND THE LIST OF STOCKHOLDERS AS IT
APPEARS ON THE BOOKS OF THE COMPANY AT THE TIME OF CLOSING SUCH BOOK SHALL
DESIGNATE AND DETERMINE WHO SHALL VOTE OR RECEIVE DIVIDENDS THEREON.
ARTICLE XI
CERTIFICATE OF STOCK SHALL BE OF SUCH FORM AND DEVICE AS THE BOARD OF
DIRECTORS MAY DIRECT, AND SUCH CERTIFICATES SHALL, BE SIGNED BY THE PRESIDENT
AND SECRETARY AND EACH ONE SHALL EXPRESS ON ITS FACE THE NUMBER, DATE OF
ISSUANCE, THE NUMBER OF SHARES AND THE PERSON TO WHOM ISSUED.
ARTICLE XII
SHARES OF THE COMPANY MAY BE TRANSFERRED BY THE COMPANY AT ANY TIME BY THE
HOLDERS THEREOF, OR BY ANY ATTORNEY LEGALLY CONSTITUTED, OR BY LEGAL
REPRESENTATIVES; BUT NO TRANSFER SHALL BE VALID EXCEPT BETWEEN THE PARTIES
THERETO UNTIL ENTERED IN THE PROPER FORM UPON THE BOOKS OF THE COMPANY, AND
AFTER ALL ASSESSMENTS, CHARGES, AND FEES DUE THE COMPANY SHALL BE PAID IN
ADVANCE ON EACH AND EVERY CERTIFICATE, AND NO STOCKHOLDER OR HIS ASSIGNEE SHALL
BE ENTITLED TO HAVE ANY STOCK TRANSFERRED UNTIL ALL SUCH CHARGES, FEES, AND
ASSESSMENTS SHALL HAVE BEEN PAID. THE SURRENDERED CERTIFICATES SHALL BE
CANCELLED BEFORE A NEW CERTIFICATE SHALL BE ISSUED IN LIEU THEREOF, AND SUCH
CANCELLED CERTIFICATE SHALL BE PASTED ON THE STUB OF THE SAME.
ARTICLE XIII
THE BOARD OF DIRECTORS SHALL LEVY THE CALLS FOR ASSESSMENT FROM TIME TO
TIME, AND FOR AMOUNT NOT TO EXCEED TWO MILLS IN ANY ONE MONTH FOR THE NEEDS OF
THE COMPANY. THE DIRECTORS SHALL ALSO AUTHORIZE AND INSTRUCT THE SECRETARY TO
SELL ALL STOCK ON WHICH ASSESSMENTS ARE UNPAID AND DELINQUENT THIRTY DAYS AFTER
DATE OF ASSESSMENT IS DUE AND PAYABLE. ALL NOTICES OF ASSESSMENT SHALL BE MAILED
TO THE LAST KNOWN ADDRESS OF THE STOCKHOLDERS OF REGISTER ON THE BOOKS OF THE
COMPANY.
THE BOOKS AND PAPERS IN THE OFFICE OF THE COMPANY, THE SECRETARY AND
TREASURER SHALL AT ALL TIMES DURING BUSINESS HOURS KEEP OPEN TO THE INSPECTION
OF THE BOARD OF DIRECTORS, AND A COPY OF THESE BY-LAWS SHALL BE KEPT AT THE
PLACE OF BUSINESS OF THE COMPANY AND OPEN AT ALL TIMES TO THE INSPECTION OF ANY
STOCKHOLDER.
<PAGE>
ARTICLE XIV
THE BY-LAWS MAY BE AMENDED OR ALTERED AT ANY ANNUAL MEETING OF THE
COMPANY, OR AT ANY SPECIAL MEETING CALLED FOR THAT PURPOSE BY A MAJORITY OF THE
STOCK, AND SHALL REMAIN IN THE POSSESSION OF THE SECRETARY OF THE COMPANY.
ARTICLE XV
IN CASE OF A VACANCY ON THE BOARD OF DIRECTORS A MAJORITY OF THE REMAINDER
THEREOF SHALL FILL SUCH VACANCY.
WE, THE UNDERSIGNED, PRESIDENT, SECRETARY AND DIRECTORS OF THE OMO MINING
AND LEASING COMPANY, EXISTING UNDER AND BY VIRTUE OF THE LAWS OF THE STATE OF
IDAHO, DO HEREBY CERTIFY THAT THE FOREGOING IS A TRUE AND COMPLETE COPY OF THE
BY-LAWS OF SAID CORPORATION AND THE SAME ARE IN FORCE AT THE DATE HEREOF.
DATED THIS, THE 20TH DAY OF JANUARY, 1926.
J.T. OMO, PRESIDENT
(SIGNED) O.C. LAPP, SECRETARY
B.B. LOWER, DIRECTOR
<PAGE>
MINUTE BOOK NUMBER TWO
OMO MINES CORPORATION, SPOKANE, WASH.
BEGINNING WITH COPY OF CALL FOR REGULAR SEMI-ANNUAL MEETING OF DIRECTORS, UNDER
DATE OF JANUARY 11, 1932.
- -------------------------------------------------------------------------------
MINUTE BOOK NUMBER ONE
CONTAINS RECORD OF MEETINGS FROM ORGANIZATION TO CALL FOR REGULAR SEMI-ANNUAL
MEETING OF DIRECTORS TO BE HELD ON JANUARY 19, 1932.
MINUTE BOOK #1 IS A LOOSE-LEAF BOOK DESIGNATED AS CORPORATION RECORD IN WHICH
COPIES OF RECORDS HAVE BEEN PASTED ON LOOSE SHEETS.
THIS BOOK CONTAINS NO COPY OF THE ARTICLES ON INCORPORATION, SO SAME HAS BEEN
INSERTED IN BOOK #2.
FOR CONVENIENT REFERENCE, A COPY OF THE AMENDED ARTICLES OF INCORPORATION AND
BY-LAWS HAS BEEN INCLUDED IN MINUTE BOOK NUMBER TWO.
<PAGE>
RECORD OF HOLDINGS
FRANKLIN MINING CLAIM - EVOLUTION MINING DISTRICT, SHOSHONE COUNTY, KELLOGG,
IDAHO. ACQUIRED BY PURCHASE FROM J.T. OMO JANUARY 20, 1926; ABANDONED 1930.
MONEY EXPENDED ON SAID CLAIM $300.00 IN ASSESSMENT WORK.
ROCKY BAR MINING COMPANY - TREASURE MINE - BEAR CREEK MINING DISTRICT, ELMORE
COUNTY, ROCKY BAR, IDAHO. OPTION SECURED JANUARY 20, 1926. LEASE AND BOND
CANCELLED NOVEMBER 12, 1926 EXPENSES APPROXIMATELY $1,939.00
MOUNTAIN VIEW MINE - PINE GROVE MINING DISTRICT, ELMORE COUNTY. OPTION AND LEASE
SECURED SEPTEMBER 26, 1926. ABANDONED AUGUST 5, 1928. EXPENSES APPROXIMATELY
$11,520.00
RIVERSIDE GROUP OF MINING CLAIMS - AINSWORTH MINING DISTRICT, HOWBER, B.C.
PURCHASED FEBRUARY 2ND, 1928.
SOUTHERN PACIFIC GROUP - AINSWORTH MINING DISTRICT ADJOINING
THE RIVERSIDE GROUP, HOWBER, B.C. CANADA.
<PAGE>
Exhibit 3(ii)-3
STATE OF IDAHO
Department of State.
I, F.A. JETER, Secretary of State of the State of Idaho, and legal
custodian, corporation records of the State, do hereby certify that a certified
copy of the articles of incorporation of OMO MINING & LEASING COMPANY duly
certified by the Recorder of Elmore County, to be a true copy of the original
articles on file in his office, was filed in this department on the 19th day of
January A.D. One Thousand Nine Hundred and twenty-six and is duly recorded in
Book A-19 of Domestic Corporations, Records of the State of Idaho, and that the
said articles contain the statement of facts required by Section 4696 of Idaho
Compiled Statutes, to-wit:
FIRST, The name of the Corporation as aforesaid; SECOND, The purpose for
which it was formed; THIRD, The place where its principal business is to be
transacted; FOURTH, The term for which it is to exist; FIFTH, The number of its
directors or trustees; SIXTH, The amount of its capital stock and the number of
shares into which it is divided; SEVENTH, The amount of its capital stock
actually subscribed and by whom.
AND I FURTHER CERTIFY, That the persons executing the articles and their
associates and successors are hereby constituted a body politic and corporate,
by the name stated in the articles, for the term of fifty years.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the Great
Seal of the State. Done at Boise City, the Capital of Idaho, this nineteenth day
of January in the year of our Lord one thousand nine hundred and twenty-six, and
of the Independence of the United States of America the One Hundred and
Fiftieth.
[SEAL] /s/ F. A. JETER
-------------------------------------------
Secretary of State.
CERTIFICATE OF INCORPORATION
DOMESTIC
<PAGE>
ARTICLES OF INCORPORATION
OF
OMO MINING AND LEASING COMPANY
KNOW ALL MEN BY THESE PRESENTS, THAT WE, THE UNDERSIGNED, AT LEAST ONE OF
WHOM IS A BONA FIDE RESIDENT OF THE STATE OF IDAHO, HAVE THIS DAY VOLUNTARILY
ASSOCIATED OURSELVES FOR THE PURPOSE OF FORMING A CORPORATION UNDER THE LAWS OF
THE STATE OF IDAHO.
ARTICLE I
THE NAME OF THIS CORPORATION SHALL BE THE OMO MINING AND LEASING COMPANY.
ARTICLE II
THE PURPOSES FOR WHICH THIS CORPORATION IS FORMED ARE AS FOLLOWS:
TO CARRY ON THE BUSINESS OF MINING, LEASING, MILLING, CONTRACTING,
CONVERTING, SMELTING, TREATING, PREPARING FOR MARKET, MANUFACTURING, BUYING,
SELLING, EXCHANGING AND OTHERWISE PRODUCING AND DEALING IN SILVER, LEAD, GOLD,
COPPER, ZINC, BRASS, IRON, STEEL AND IN ALL KINDS OF ORES, METALS, MINERALS, AND
IN PRODUCTS AND BY-PRODUCTS THEREOF, OF EVERY KIND AND DESCRIPTION, AND BY
WHATEVER PROCESS THE SAME CAN BE OR HEREAFTER MAY BE PRODUCED, AND GENERALLY AND
WITHOUT LIMIT AS TO AMOUNT, TO BUY, SELL, LEASE, EXCHANGE AND DEAL IN LANDS,
MINES, AND MINERALS, RIGHTS AND CLAIMS, AND IN THE ABOVE SPECIFIED PRODUCTS, AND
TO CONDUCT ALL BUSINESS APPURTENANT THERETO IN THE UNITED STATES OF AMERICA, OR
BRITISH COLUMBIA.
ARTICLE III
THE PLACE WHERE THE PRINCIPAL BUSINESS OF THIS CORPORATION IS TO BE
TRANSACTED IS AT THE OFFICE OF THOMAS TRATHEN, MOUNTAIN HOME, ELMORE COUNTY,
STATE OF IDAHO, PROVIDED THAT MEETINGS OF THE BOARD OF DIRECTORS MAY BE HELD FOR
THE TRANSACTION OF ANY BUSINESS OF THE CORPORATION AT SPOKANE, WASHINGTON.
ARTICLE IV
THE PERIOD OF EXISTENCE OF THIS CORPORATION SHALL BE FIFTY YEARS, UNLESS
SOONER DISSOLVED BY THE ADJUDICATION OF A COURT OR THE PROPER ACTION OF ITS
STOCKHOLDERS.
<PAGE>
ARTICLE V
THE BUSINESS AND PRUDENTIAL AFFAIRS OF THIS CORPORATION SHALL BE MANAGED BY
A BOARD OF THREE DIRECTORS WHO SHALL BE ELECTED AT THE ANNUAL MEETING OF ITS
STOCKHOLDERS.
ARTICLE VI
THE AMOUNT OF THE CAPITAL STOCK OF THIS CORPORATION IS ONE HUNDRED THOUSAND
DOLLARS ($100,000) DIVIDED INTO TWO MILLION (2,000,000) SHARES OF THE PAR VALUE
OF FIVE CENTS EACH, AND CONSISTS OF AND IS BASED UPON THE ESTIMATED FRANKLIN
SITUATED IN EVOLUTION MINING DISTRICT, SHOSHONE COUNTY, STATE OF IDAHO, ALSO THE
TREASURE MINE AT ROCKY BAR, ELMORE COUNTY, IDAHO, WITH THE IMPROVEMENTS THEREON
AND THE APPURTENANCES THEREUNTO BELONGING OR IN ANYWISE PERTAINING.
ARTICLE VII
THE NAMES AND RESIDENCES OF THE PERSONS CHOSEN AS DIRECTORS TO MANAGE THE
BUSINESS AND PRUDENTIAL AFFAIRS OF THIS CORPORATION UNTIL THE FIRST ANNUAL
ELECTION OF DIRECTORS ARE AS FOLLOWS:
NAME ADDRESSES
J. T. OMO SPOKANE, WASHINGTON
O. C. LAPP SPOKANE, WASHINGTON
T. TRATHEN MOUNTAIN HOME, IDAHO
B. B. LOWER SPOKANE, WASHINGTON
**
I, J.T. OMO, PRESIDENT OF THE OMO MINING & LEASING COMPANY, A CORPORATION
CREATED AND ORGANIZED UNDER THE LAWS OF THE STATE OF IDAHO, DO HEREBY CERTIFY
THAT THE FOREGOING AND ANNEXED IS A FULL, TRUE AND COMPLETE COPY OF THE
CERTIFICATE OF INCORPORATION.
DATED THIS THE 20TH DAY OF JANUARY, 1926.
(SIGNED) J.T. OMO
<PAGE>
Exhibit 99
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State of Idaho
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Department of State
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CERTIFICATE OF EXISTENCE
OF
VICTOR INDUSTRIES, INC.
I, PETE T. CENARRUSA, Secretary of State of the State of Idaho, hereby
certify that I am the custodian of the corporation records of this State.
I FURTHER CERTIFY That the records of this office show that the above named
corporation was incorporated under the laws of Idaho and was issued a
certificate of incorporation in Idaho on January 19, 1926 under the file number
C 15352.
I FURTHER CERTIFY That the corporation is in goodstanding on the records of
this office.
Dated: August 25, 1997
Pete T. Cenarrusa
[Great Seal of the /s/ Pete T. Cenarrusa
State of Idaho] -------------------------
SECRETARY OF STATE
Sheryl Deieries
By: /s/ Sheryl Deieries
----------------------
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