SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
MEDITECNIC, INC.
(Exact name of registrant in its charter)
VIKING BROADCASTING CORPORATION
(Former Name)
Nevada 87-0430532
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
14 Quai du Seujet, Geneva, Switzerland CH-1201
(Address of principal executive offices) (Zip Code)
(714) 489-2400
(Issuer's Telephone Number, Including Area Code)
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
None None
Securities to be registered pursuant to section 12(g) of the Act:
Common Stock, par value $.001
(Title of Class)
<PAGE>
Item 1. Description of Business
Background
Meditecnic, Inc., a Nevada corporation (the "Company"), is the
successor by merger on April 18, 1998 with Viking Broadcasting Corporation, a
Utah corporation incorporated on May 4, 1984 as Carrigan Gold Corporation.
Viking was formed originally to sell and deal in minerals and oil and gas
properties. This venture and an investment in broadcasting properties were
unsuccessful.
The primary activity of the company is the development and
commercialization of a medical device initially proposed to be sold to the
dental market place (the "Device"). The Device induces a cavitation in a liquid
chemical substance. When employed in the dental pulp cavity (such as in the case
of performing a root canal) the Device serves to clear, sterilize and seal the
cavity and prepare it for filling. The Device also has applications under
investigation in the endoscopic and opthalmic fields.
The Company has agreed to acquire the Device's license rights acquired
from Meditecnic, S.A.
("Meditecnic"). The executive offices of the Company are located at 14 Quai du
Seujet, Geneva, Switzerland CH
1201. Its U.S. telephone number is (714) 489-2400.
The Device
The Device as currently designed consists of a desktop machine,
including (a) a pump and a sealed fluid tank to induce cavitation in a fluid at
specific frequencies (b) meters and control valves, (c) a delivery system
consisting of a treatment nozzle with a hollow needle to bring the fluid to the
treatment area, and (d) a drying nozzle. A working prototype and a bill of
materials have already been developed. All parts for the Device are currently
available off the shelf from multiple suppliers. The Device is powered by
alternating electric current. The cavitation process consists in reducing
pressure of a liquid in a water tank and then modulating the pressure at
predetermined resonant frequencies, between atmospheric pressure and vapor
tension (one tenth to one fifth atmospheres). Cavitation causes an implosion in
the resultant steam bubbles, which sterilizes and removes loose or decayed
materials. Saline solution or special treatment fluids can be employed.
Meditecnic has also conducted preliminary testing of the Device for use in
opthomology and endoscopy. Based on the results of such tests, the Company
believes that commercial applications exist in these fields, but no development
plans have been formalized.
Joint Development Agreement
On August 1, 1994, Meditec S.A., the developer of the Device and then
owner of the patents, entered into a Joint Development Agreement with Kerr
Corporation ("Kerr"). Kerr is a subsidiary of Sybron Corporation. Kerr develops,
manufactures, and markets a broad range of consumable dental products, including
restorative materials (which include amalgam alloys, composites, cavity liners
and ancillary products), curing lights, impression materials, endodontic
instruments and materials, dental burs, preventive products, laboratory
products, industrial jewelry products, and infection control products. Kerr's
sales are made primarily through dental distributors serviced by approximately
92 sales representatives worldwide.
On October 23 and November 19, 1996, Meditec SA sold all its patent
rights to Meditecnic S.r.l.
Kerr, Meditec S.A. and Meditecnic S.r.l. amended the Joint Development
agreement in February 1997 to assign all of Meditec's rights to Meditecnic
S.r.l., to assign Kerr's rights to Sybron Dental Specialists, Inc., an affiliate
of Kerr ("Sybron") and to give to Kerr the rights to obtain an exclusive license
to manufacture and sell the products licensed under a license agreement. On
February 19, 1997, Meditecnic S.r.l. and Sybron entered into a License
Agreement, pursuant to which Sybron was granted the worldwide exclusive right to
manufacture and sell Licensed Products under the License Agreement. On January
14, 1998, Meditecnic S.r.l. sold all of the patents and assigned the Sybron
agreement to Meditecnic.
The Company intends to acquire all of the patent rights of Meditecnic
and Meditec and all of the rights of the Sybron agreement for 925,000 swiss
francs (approximately US$637,000). To date no sales of Licensed Products
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have occurred. Sybron has informed the Company that sales are expected to
commence in June 1998 and based on this information the Company believes that
royalties would commence to be received by the Company by December 1998,
although there can be no assurance as to when any royalties would be received.
Dentistry
There are approximately 152,000 dentists in active practice in the United
States, and an additional 400,000 dentists in Europe and the developed countries
of the world. According to U.S. government studies, as a result of fluoridation
of water and toothpaste and improved dental care, the incidence of dental
cavities decreased by 50% from 1960 to 1980. However, industry analysts believe
that, as the U.S. population grows and ages and more natural teeth are retained,
the demand for dental services will increase.
The practice of dentistry includes preventative restoration dentistry,
as well as subspecialties including endodontics (root canal procedures),
periodontics (treatment of gum disease), prosthodontics (replacement of teeth),
oral surgery and orthodontics. The Device has applications for periodontics and
endodontics in removing plaque and diseased tissue and to clean and sterilize
tissue for further treatment.
Plaque is a sticky, colorless film of bacteria that forms on teeth. If
not removed regularly, it can cause cavities or gum (periodontal) disease. Most
adults have periodontal disease, which can exist without symptoms for years.
When plaque is allowed to build up in the crevice between tooth and gum, it
eventually separates the gum from the tooth root. As the gum pulls away, the
bone underneath deteriorates. The resulting periodontitis causes tooth loss in
70% of all adults, according to the American Academy of Periodontology.
When plaque hardens, it becomes tartar, a rough, porous material that
can be removed only by professional cleaning. Although tartar itself is not
believed to cause periodontal disease, the presence of tartar makes plaque
harder to remove.
Root canals are often necessary when decay has penetrated to the pulp
of the tooth (the tissue in the center of the tooth containing nerves and blood
vessels) and causes infection. The inflammation, in turn, causes swelling, which
strangles the pulp by cutting off the blood supply, thus killing the tissue.
Since a dead nerve usually becomes abscessed, spreading infection to nerves in
outer coverings or roots, the removal of the nerve (a root canal) is the only
way to prevent serious side effects (swelling, pain, etc.) and save the tooth.
Conventional treatment of root canals typically requires three
appointments with the dentist, during which the dentist, working through an
opening in the tooth's crown, sterilizes and packs the pulp chamber and root
canals with molded fillings. If a tooth is badly infected, the tooth may be left
open for a day to drain. Time between appointments can range from a day to two
to three weeks, depending on scheduling and the severity of problems. Root
canals typically cost $200 to $850 per tooth (depending on the number of canals
in the tooth) for the procedure itself, plus x-rays and other costs, according
to recent dental surveys, but are less expensive than tooth removal and
replacement. Clinical studies suggest that 25% of conventional root canals
become re-infected within 6 to 24 months of the root-canal procedure, resulting
in having to reopen or remove the tooth.
Competition
The medical and dental marketplace is currently extremely competitive.
The Device will compete with similar cavitation-based designs, traditional
dental methods, dental lasers and kinetic devices. A number of the Company's
competitors have substantially greater financial resources and engineering,
development, manufacturing and marketing capabilities.
Government Regulation
The Company's products will be subject to significant government
regulation in the United States and other countries. To clinically test,
manufacture and market products for human diagnostic and therapeutic use, the
Company must comply with mandatory regulations and safety standards established
by the FDA and comparable state and foreign regulatory agencies. Typically,
products must meet regulatory standards as safe and effective for their
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intended use prior to being marketed for human applications. The clearance
process is expensive and time consuming, and no assurance can be given that any
agency will grant clearance for the sale of the Company's products for routine
clinical applications, or that the length of time the process will require will
not be extensive.
There are two principal methods by which FDA regulated devices may be
marketed in the United States. One method is under Section 510(k) of the Food,
Drug and Cosmetics Act where applicants must demonstrate that the device for
which clearance is sought is substantially equivalent to a device marketed in
interstate commerce prior to May 28, 1976. The FDA's stated intention is to
review 510(k)s as quickly as possible, generally within 90 days; however, the
complexity of a submission or a requirement for additional information will
typically extend the review period beyond 90 days. Domestic marketing of the
product must be deferred until written clearance is received from the FDA. In
some instances, an Investigational Device Exemption ("IDE") is required for
clinical trials for a 510(k) notification.
Pursuant to its Joint Development Agreement with Kerr Corporation,
Meditec S.A. and Meditecnic s.r.l has agreed that Kerr will submit a 510(k)
application with the FDA within eight weeks of completion of a primate and human
teeth study presently being conducted. The Company understands that a 510(k)
applications is being prepared by Sybron.
The alternative method by which the FDA will allow regulated devices
into commercial distribution in the United States is under a Pre-Market Approval
("PMA"). A PMA application is required for a Class III medical device that does
not qualify for consideration under Section 510(k). The review period for a PMA
application is fixed at 180 days, but the FDA typically takes much longer to
complete its review.
The FDA typically requires clinical testing to determine safety and
efficacy of the Company's laser systems for hard tissue applications. To conduct
human clinical testing, typically the FDA must approve an Investigational Device
Exemption ("IDE").
The FDA also imposes various requirements on manufacturers and sellers
of products it regulates under its jurisdiction, such as labeling, manufacturing
practices, record keeping and reporting. The FDA also may require post-marketing
practices, record keeping and reporting requirements. There can be no assurance
that the appropriate approvals from the FDA will be granted, that the process to
obtain such approvals will not be expensive or lengthy, or that the Company will
have sufficient funds to pursue such approvals. The failure to receive requisite
approvals for the Company's products or processes, when and if developed, or
significant delays in obtaining such approvals, would prevent the Company from
commercializing its products as anticipated and could have a materially adverse
effect on the business of the Company.
Foreign sales of the Device will be are subject to the regulatory
requirements of the recipient country or, if applicable, the harmonized
standards of the European Community. These vary widely among the countries and
may include technical approvals, such as electrical safety, as well as the
demonstration of clinical efficacy. The Medical Device Directive is the latest
standard of medical device safety and performance which has been adopted by the
fourteen member states of the European Community and requires that all medical
device products be compliant by June, 1998 to continue marketing within the
member states.
The FDA and other governmental agencies, both in the United States and
in foreign countries, may adopt additional rules and regulations that may affect
the Company's ability to develop and market its products. There can be no
assurances that the Company's existing products will meet any future legislative
acts or requirements.
Item 2. Management's Discussion and Analysis or Plan of Operation
The Company has had limited operations to date other than the
acquisition of the patents and license rights. In March 1998 the Company raised
$100,000 in an offering of common stock. The Company anticipates that it will
require approximately $1,100,000 over the next twelve months to carry out its
business plan. These amounts are expected to be incurred for acquisition of the
patents and license rights ($633,000) research and development ($400,000) and
the remainder on general and administrative expenses, and are expected to be
realized from the exercise of outstanding options to purchase 2,000,000 shares
at $2.00 per share.
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Item 3. Description of Property
The Company has obtained in March 1998 the use of a limited amount of
office space at 14 Quai du Seujet, Geneva, Switzerland, at nominal cost. The
Company is seeking to locate additional office and research space in the near
future. The Company pays its own charges for long distance telephone calls and
other miscellaneous secretarial, photocopying and similar expenses.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information relating to the beneficial
ownership of Company common stock by those persons beneficially holding more
than 5% of the Company capital stock, by the Company's directors and executive
officers, and by all of the Company's directors and executive officers as a
group. The address of each person is care of the Company.
<TABLE>
<CAPTION>
Percentage
Name of Number of of Outstanding
Stockholder Shares Owned(1) Common Stock
<S> <C> <C>
Pierre Chamay -- --
Finn Robert-Tissot -- --
Marina Zuliani 600,000 10%
Calle Martinengo 5974/B
30122 Venezia
Italia
Andrea Leardini 600,000 10%
Calle Martinengo 5974/B
30122 Venezia
Italia
Societe Financiere du Seujet Limited 600,000 10%
ICC House 17
Dame Street
Dublin 2
Ireland
(2) 1,600,000 22.8%
Operadora Financiera de Inversiones y Commercio S.A.
Via Espana y Calle Combia
Panama
Sangate Enterprises, Inc. 600,000 10%
Road Town-Pasea Estate
P.O. Box 3149
Tortola
British Virgin Islands
Laly Limited Group, Inc.(2) 1,600,000 22.8%
McW. Todman & Co.
Barristers & Solicitors
2nd Floor
116 Main Street P.O. Box 3342
Road Town, Tortola
British Virgin Islands
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Orazio Pizzardi 600,000 10%
Via Milavio
10100 Settino Tormese, Italy
Maurice Tolub 600,000 10%
8, Dugit Street, Cluster 6
Cessarea, Israel
Colette Nouvel Rousselot 600,000 10%
7 Avenue de Verzy
F-75017, Paris
Herve Rousselot 600,000 10%
7 Avenue de Verzy
F-75017, Paris
All officers and
directors as a group
(2 persons) -- --
</TABLE>
(1) Unless otherwise noted below, the Company believes that all persons
named in the table have sole voting and investment power with respect to
all shares of Common Stock beneficially owned by them. For purposes
hereof, a person is deemed to be the beneficial owner of securities that
can be acquired by such person within 60 days from the date hereof upon
the exercise of warrants or options or the conversion of convertible
securities. Each beneficial owner's percentage ownership is determined
by assuming that any such warrants, options or convertible securities
that are held by such person (but not those held by any other person)
and which are exercisable within 60 days from the date hereof, have been
exercised.
(2) Does not include 500 shares of Series A Preferred Stock, which give this
holder together with the other holder of 500 shares, the right to elect
two-thirds of the Company's board of directors, but includes 1,000,000
shares issuable upon exercise of an option at $2.00 per share held by
each of these persons.
Item 5. Directors, Executive Officers, Promoters and Control Persons
The members of the Board of Directors of the Company serve until the
next annual meeting of stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.
Information as to the directors and executive officers of the Company is as
follows:
Name Age Position
Pierre Chamay 64 President and Director
Finn Robert-Tissot 59 Secretary/Treasurer and Director
Mr. Chamay has been an independent business consultant since 1995.
From 1987 to 1995 he owned and
was an officer of several businesses in Lausanne, including Monchoisi, S.A.,
Centre Technique S.A., Monsa, S.A.
and La Sallaz. Since 1952 he has held executive positions or founded several
businesses. He graduated from the College Calvin in Geneva and the University
of Geneva with a degree in economics.
Dr. Robert-Tissot has been a dental practitioner specializing in
implantology in Neuchatel, Switzerland since 1965. In addition to his degree in
dentistry, he received a doctorate in medicine from Oxford University in 1982.
Mr. Robert-Tissot has participated extensively in professional associations.
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Item 6. Executive Compensation
No compensation is paid or anticipated to be paid by the Company until
the receipt of license revenues.
Directors currently receive no compensation for their duties as
directors.
Item 7. Certain Relationships and Related Transactions
In fiscal 1997, the Company issued 14,500 shares to two persons for
services rendered at a price of $1.00 per share. One of the persons who received
14,000 shares was then an officer and director. The shares were issued with a
restrictive legend. The Company believes this transaction is exempt under
Section 4(2) of the Securities Act of 1933 as a transaction not involving a
public offering.
On March 18, 1998, the Company issued 6,000,000 Shares of Common Stock
for $100,000 to ten persons, 1,000 shares of Series A preferred stock to two
purchasers in the common stock offering, and issued options to purchase
1,000,000 shares of common stock at a price of $2.00 per share to each of the
holders of the Series A Preferred Stock. The issuance of the common and
preferred stock was made under Rule 504. A Form D was filed with the Securities
and Exchange Commission on March 18, 1998. The options were issued under
Regulation S to a non-U.S. purchaser.
The Company formed a wholly owned subsidiary, Meditecnic, Inc., under
the laws of the state of Nevada in March 1998. The majority shareholders of the
Company have agreed by consent action to reincorporate the Company in Nevada by
merging the Company with and into Meditecnic Inc., such action to be formally
effectuated on April 18, 1998. In connection with the merger each ten shares of
the Utah Corporation will be exchanged for one new share of the Nevada
corporation. All information in this Registration Statement gives effect to a
1-for 100 reverse stock split effected in March 1998 and to the merger as if it
already had occurred.
Item 8. Description of Securities
Common Stock
The Company's Articles of Incorporation authorizes the issuance of
50,000,000 shares of common stock, $.001 par value per share, of which 6,027,588
shares were outstanding as of March 25, 1998. Holders of shares of common stock
are entitled to one vote for each share on all matters to be voted on by the
stockholders. Holders of common stock have no cumulative voting rights. Holders
of shares of common stock are entitled to share ratably in dividends, if any, as
may be declared, from time to time by the Board of Directors in its discretion,
from funds legally available therefor. In the event of a liquidation,
dissolution or winding up of the Company, the holders of shares of common stock
are entitled to share pro rata all assets remaining after payment in full of all
liabilities. Holders of common stock have no preemptive rights to purchase the
Company's common stock. There are no conversion rights or redemption or sinking
fund provisions with respect to the common stock. All of the outstanding shares
of common stock are fully paid and non-assessable.
The Company's shareholders have approved a reincorporation in Nevada
and the authorization and issuance of preferred stock. See "Preferred Stock" and
Item 7 - "Certain Relationships and Related Transactions".
The transfer agent for the Common Stock is Fidelity Transfer Company,
1800 South West Temple, Suite 301, Salt Lake City, UT 84115.
Preferred Stock
Upon consummation of the proposed reincorporation in Nevada, the
Company's Articles of Incorporation will authorize the issuance of 1,000,000
shares of preferred stock, $.001 par value, of which 1,000 shares of Series A
preferred stock will be issued and outstanding. The holders of Series A voting
stock have the right to elect two-thirds of the Board of Directors, and have a
preferential right on liquidation of the Corporation to receive $5.00 per share
prior to any distribution to common shareholders. The Company currently has no
plans to issue any additional
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shares of preferred stock. The Company's Board of Directors has authority,
without action by the shareholders, to issue all or any portion of the
authorized but unissued preferred stock in one or more series and to determine
the voting rights, preferences as to dividends and liquidation, conversion
rights, and other rights of such series. The preferred stock, if and when
issued, may carry rights superior to those of Common Stock, however, no
preferred stock may be issued with rights equal or senior to the preferred stock
without the consent of a majority of the holders of preferred stock.
The Company considers it desirable to have preferred stock available
to provide increased flexibility in structuring possible future acquisitions and
financings and in meeting corporate needs which may arise. If opportunities
arise that would make desirable the issuance of preferred stock through either
public offering or private placements, the provisions for preferred stock in the
Company's Articles of Incorporation would avoid the possible delay and expense
of a shareholder's meeting, except as may be required by law or regulatory
authorities. Issuance of the preferred stock could result, however, in a series
of securities outstanding that will have certain preferences with respect to
dividends and liquidation over the Common Stock which would result in dilution
of the income per share and net book value of the Common Stock. Issuance of
additional Common Stock pursuant to any conversion right which may be attached
to the terms of any series of preferred stock may also result in dilution of the
net income per share and the net book value of the Common Stock. The specific
terms of any series of preferred stock will depend primarily on market
conditions, terms of a proposed acquisition or financing, and other factors
existing at the time of issuance. Therefore, it is not possible at this time to
determine in what respect a particular series of preferred stock will be
superior to the Company's Common Stock or any other series of preferred stock
which the Company may issue. The Board of Directors does not have any specific
plan for the issuance of preferred stock at the present time and does not intend
to issue any preferred stock, except on terms which it deems to be in the best
interest of the Company and its shareholders.
The issuance of Preferred Stock could have the effect of making it
more difficult for a third party to acquire a majority of the outstanding voting
stock of the Company. Further, certain provisions of Nevada law could delay or
make more difficult a merger, tender offer or proxy contest involving the
Company. While such provisions are intended to enable the Board of Directors to
maximize stockholder value, they may have the effect of discouraging takeovers
which could be in the best interest of certain stockholders. There is no
assurance that such provisions will not have an adverse effect on the market
value of the Company's stock in the future.
Shares Eligible for Future Sale
Of the outstanding shares of the Company, 14,000 shares are subject to
resale restrictions and, unless registered under the Securities Act of 1933 (the
"Act") or exempted under another provision of the Act, will be ineligible for
sale in the public market. Sales may be made after one year from their
acquisition based upon Rule 144.
In general, under Rule 144 as currently in effect a person (or persons
whose shares are aggregated) who has beneficially owned shares privately
acquired or indirectly from the Company or from an Affiliate, for at least one
year, or who is an Affiliate, is entitled to sell within any three-month period
a number of such shares that does not exceed the greater of 1% of the then
outstanding shares of the Company's Common Stock (approximately 60,000 shares)
or the average weekly trading volume in the Company's Common Stock during the
four calendar weeks immediately preceding such sale. Sales under Rule 144 are
also subject to certain manner of sale provisions, notice requirements and the
availability of current public information about the Company. A person (or
persons whose shares are aggregated) who is not deemed to have been an affiliate
at any time during the 90 days preceding a sale, and who has beneficially owned
shares for at least three years, is entitled to sell all such shares under Rule
144 without regard to the volume limitations, current public information
requirements, manner of sale provisions, or notice requirements.
Sales of substantial amounts of the Common Stock of the Company in the
public market could adversely affect prevailing market prices.
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<PAGE>
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters.
(a) Market Information
The Company's Common Stock has been listed on the NASD OTC Electronic
Bulletin Board sponsored by the National Association of Securities Dealers, Inc.
under the symbol "VKBR" since November 27, 1997. There has been no trading of
the Common Stock.
(b) Holders
As of March 24, 1998, there were approximately 106 holders of
Company common stock and two holders of Series A preferred stock.
(c) Dividends
The Company has not paid any dividends on its common stock.
The Company currently intends to retain any earnings for use in its business,
and therefore does not anticipate paying cash dividends in the foreseeable
future.
Item 2. Legal Proceedings
Not applicable.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
Item 4. Recent Sales of Unregistered Securities
See Part I, Item 7, "Certain Transactions".
Item 5. Indemnification of Directors and Officers
The Company has adopted provisions in its articles of incorporation
and bylaws that limit the liability of its directors and provide for
indemnification of its directors and officers to the full extent permitted under
the Nevada General Corporation Law. Under the Company's Articles of
Incorporation, and as permitted under the Nevada General Corporation Law,
directors are not liable to the Company or its stockholders for monetary damages
arising from a breach of their fiduciary duty of care as directors. Such
provisions do not, however, relieve liability for breach of a director's duty of
loyalty to the Company or its stockholders, liability for acts or omissions not
in good faith or involving intentional misconduct or knowing violations of law,
liability for transactions in which the director derived as improper personal
benefit or liability for the payment of a dividend in violation of Nevada law.
Further, the provisions do not relieve a director's liability for violation of,
or otherwise relieve the Company or its directors from the necessity of
complying with, federal or state securities laws or affect the availability of
equitable remedies such as injunctive relief or recision.
At present, there is no pending litigation or proceeding involving a
director, officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding that may result in a claim for indemnification by any director or
officer.
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PART F/S
The following financial statements are included herein:
Independent Auditor's Report
Balance Sheets at April 30, 1997, 1996 and January 31, 1998 (unaudited)
Statement of Operations for the two years ended April 30, 1997 and for
the unaudited nine months ended January 31, 1998 and 1997.
Statement of Stockholders' Equity
Statement of Cash Flows for the two years ended April 30, 1997 and for
the unaudited nine months ended January 31, 1998 and 1997.
Notes to Financial Statements
PART III
Item 1. Index to Exhibits.
The following exhibits required by Part III of Form 1-A are filed
herewith:
Exhibit No. Document Description
2. Charter and Bylaws
2.1. Articles of Incorporation(1)
2.2 Articles of Merger(1)
2.3 Bylaws(1)
3. Instruments Defining the rights of security holders
3.1 Option Agreement with Laly Limited(1)
3.2 Option Agreement with OFINCO(1)
5. Voting Trust Agreement
Not Applicable.
6. Material Contracts
6.1 Acquisition Agreement between the Company and
Meditecnic SA(1)
7. Material Foreign Patents
Not Applicable
(1) Filed herewith
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Item 2. Description of Exhibits.
See Item 1.
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: March 25, 1998 VIKING BROADCASTING CORPORATION
By:/s/ Pierre Chamay
Pierre Chamay
President
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INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Viking Broadcasting Corporation
(a development stage company)
We have audited the accompanying balance sheets of Viking Broadcasting
Corporation (a Utah Corporation), as of April 30, 1997, and 1996, and the
related statements of operations, stockholders' equity and cash flows for the
years ended April 30, 1997, and 1996 and for the period from the beginning of
the development stage on September 7, 1994 through April 30, 1997. 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 my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for my opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Viking Broadcasting
Corporation, as of April 30, 1997, and 1996, and the results of the operations
and cash flows for the years ended April 30, 1997, and 1996, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has no operating capital and has had no
operations. These factors raise substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters are also
described in the Note 4. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Orton & Company
Salt Lake City, Utah
June 25, 1997
F-1
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<TABLE>
<CAPTION>
Viking Broadcasting Corporation
(a Development Stage Company)
Balance Sheets
ASSETS
January 31, April 30, April 30,
1998 1997 1996
Current Assets
<S> <C> <C> <C>
Prepaid expenses (Note 1) $ -- $ 2,000 $ --
Total Current Assets -- 2,000 --
Other Assets (Note 2) -- --
Total $ -- $ 2,000 $ --
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and
accrued expenses $ -- $ 3,839 $ 5,339
Taxes payable (Note 5) -- 100 1,106
-- 3,939 6,445
Stockholders' Equity
Common Stock, 50,000,000
shares authorized
27,588,433, 27,588,433 and
13,088,433 shares issued and
outstanding $ 27,589 $ 27,589 $ 13,089
Additional paid in capital
(Note 3) (29,528) (29,528) 1,160,565
Retained deficit (accumulated
during the development stage)
(total deficit eliminated
$1,190,093)(Note 3) (1,939) -- (1,180,099)
Total Stockholders' Equity -- (1,939) (6,445)
Total $ -- $ 2,000 $ --
</TABLE>
See Accountant's Report and Notes to Financial Statements
F-2
<PAGE>
<TABLE>
<CAPTION>
Viking Broadcasting Corporation
(a Development Stage Company)
Statements of Operations
For the Periods Ended
September 7,
Nine Months Nine Months 1994 (beginning
Ended Ended of Development
January 31, January 31, April 30, Stage) to
January
1998 1997 1997 1996 31, 1998
<S> <C> <C> <C> <C> <C>
Revenue $ -- $ -- $ -- $ -- $ --
Expenses
General and administrative 1,939 9,894 9,894 -- 11,833
Net loss from operations $ (1,939) $ (9,894) $ (9,894) $ -- $ (11,833)
Taxes -- 100 100 100 300
Net loss $ (1,939) $ (9,994) $ (9,994) $ (100) $ (12,133)
Net loss per share $ -- $ -- $ -- $ -- $ --
Average shares outstanding 27,588, 433 ? 13,088,433 13,088,433 13,088,433
</TABLE>
See Accountants' Report and Notes to Financial Statements
F-3
<PAGE>
<TABLE>
<CAPTION>
Viking Broadcasting Corporation
(a Development Stage Company)
Statements Cash Flows
For the Periods Ended
September 7,
1994(beginning
of Development
January 31, January 31, April 30, Stage)to Jan.
------------------------------
1998 1997 1997 1996 31, 1998
<S> <C> <C> <C> <C> <C>
Net Loss $ (1,939) $ (9,994) $ (9,994) $ (100) $ (12,133)
Adjustments to net loss not requiring cash flow during the period:
Increase in payables (3,939) 100 100 100 __
Decrease in payables 2,000 -- -- -- --
Expenses and payables paid by
stock issuance (Note 6) -- 9,894 9,894 -- 10,094
Net Cash Flow From Operations -- -- -- -- --
Cash Flow from Financing Activities -- -- -- -- --
Cash Flow from Investing Activities -- -- -- -- --
Net Cash Flow -- -- -- -- --
Beginning Cash -- -- -- -- --
Ending Cash $ -- $ -- $ -- $ -- $ --
Supplemental Cash Flow Information:
Cash Paid for:
Interest -- -- -- -- --
Taxes $ -- $ 1,106 $ 1,106 $ -- $ 1,106
Stock issued for payment of
payables and expenses (Note 6) $ -- $ 14,500 $ 14,500 $ -- $ 14,500
</TABLE>
See Accountants' Report and Notes to Financial Statements
F-4
<PAGE>
<TABLE>
<CAPTION>
Viking Broadcasting Corporation
(a Development Stage Company)
Statements of Stockholders' Equity
For the Period From September 7, 1994 to January 31, 1998
Additional
Capital Stock Paid-in Retained
Shares Par Capital Deficit
<S> <C> <C> <C> <C>
Balance, September 7, 1994 13,088,433 $ 13,089 $ 1,160,565 $ (1,179,899)
Net loss 100
Balance, April 30, 1995 13,088,433 $ 13,089 $ 1,160,565 $ (1,179,999)
Net loss 100
Balance, April 30, 1996 13,088,433 $ 13,089 $ 1,160,565 $ (1,180,099)
Net loss (9,994)
Quasi reorganization (Note 3) -- -- (1,190,093) 1,190,093
Issuance of shares for services rendered and
expenses paid by officers/directors at $.001
per share (Note 6) 14,500,000 14,500 -- --
Balance, April 30, 1997 27,588,433 $ 27,589 $ (29,528) $ --
Net loss (unaudited)
Balance, January 31, 1998
</TABLE>
See Accountants' Report and Notes to Financial Statements
F-5
<PAGE>
Viking Broadcasting Corporation
(a Development Stage Company)
Notes to Financial Statements
April 30, 1997 and 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Organization
The Company was incorporated under the laws of the State of Utah on May 4,
1984 under the name of Carrigan Gold Corporation. The Company's original
stated purpose was to sell and deal in minerals and oil and gas properties.
The name of the Corporation was changed to Viking Broadcasting Corporation on
March 23, 1987.
The Company has been involved in several unsuccessful ventures up to 1994 when
it sold off its last operating entity. Since that time, the Company has had no
operations and is considered a development stage company.
Method of Accounting
The Company recognized income and expenses according to the accrual method of
accounting. Expenses are recognized when performance is substantially complete
and income is recognized when earned. Earnings (loss) per share are computed
based on the weighted average method. The fiscal year of the Company ends
April 30 of each year. The financial statements reflect activity from the
beginning of the development stage, September 7, 1994.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments with a maturity of three months of less to be cash
equivalents.
Nonmonetary Transactions
Nonmonetary transactions are transactions for which no cash was exchanged and
for which shares of common stock were exchanged for assets of payment of
expenses. These transactions are recorded at fair market value as determined
by the board of directors.
Prepaid Expenses
Prepaid expenses at April 30, 1997 and 1996 consist of the following:
1997 1996
Prepaid fees $ 2,000 $ --
$ 2,000 $ --
NOTE 2 - OTHER ASSETS
Prior to 1995, the Company had acquired a variety of precious gemstones
(sapphire, ruby, emeralds and others) from a prior director. The Company has
no records of the original cost of the stones, but current appraisals show the
value at approximately $1,250. The Company is showing the asset at a $0 value.
NOTE 3 - QUASI REORGANIZATION
Effective April 30, 1997, the Board of Directors approved a quasi
reorganization to restructure its retained earnings to eliminate the deficit
balance from its previous years operations. The balance was to be charged off
to additional paid-in capital effective the last fiscal year end, April 30,
1997.
F-6
<PAGE>
Viking Broadcasting Corporation
(a Development Stage Company)
Notes to Financial Statements
April 30, 1997 and 1996
NOTE 4 - DEVELOPMENT STAGE ENTERPRISE
The Company, per FASB Statement No. 7 is properly accounted for and reported
as a development stage enterprise. Substantially all of the Company's efforts
since its formation have been devoted to establishing its new business. No
significant revenue has been earned as of the balance sheet date since the
beginning of the development stage.
Continuation of the development effort is contingent upon the Company raising
sufficient capital from shareholders or other sources. It is management's
intent to raise capital and find a qualified business opportunity.
NOTE 5 - INCOME TAXES
The Company adopted Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" in the fiscal year ended April 30, 1997 and has
applied the provisions of the statement on a retroactive basis for the
previous fiscal years which resulted in no significant adjustment.
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" requires an asset and liability approach for financial accounting and
reporting for income tax purposes. The statement recognizes (a) the amount of
taxes payable or refundable for the current year and (b) deferred tax
liabilities and assets for future tax consequences of events that have been
recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the recognition of
accounting transactions for tax and financial reporting purposes. There were
no temporary differences at April 30, 1997 and earlier years, accordingly, no
deferred tax liabilities have been recognized for all years.
The Company had cumulative net operating loss carryforwards of approximately
$62,000 at April 30, 1997 and $52,000 at April 30, 1996. No effect has been
shown in the financial statements for the net operating loss carryforwards as
the likelihood of future tax benefit from such net operating loss
carryforwards is not presently determinable. Accordingly, the potential tax
benefits of the net operating loss carryforwards estimated based upon current
tax rates of $21,000 at April 30, 1997 and $17,000 at April 30, 1996 have been
offset by valuation reserves of the same amount. The net change in deferred
tax asset and offsetting valuation reserve amounted to $4,000 for 1997 and $0
for 1996. Net operating losses begin to expire in 1999.
NOTE 6 - RELATED PARTY TRANSACTIONS
In 1997, the Board of Directors approved the issuance of 14,500,000 shares of
common stock for past and future services and for reimbursement of out of
pocket expenses. The shares were issued to members of the Board that had paid
the funds or had performed the services. Total value of services and out of
pocket expenses was $14,500.
NOTE 7 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements and
expenses during the reporting period. In these financial statements, assets,
liabilities and earnings involve reliance on management's estimates. Actual
results could differ from those estimates.
NOTE 8 - UNAUDITED INTERIM FINANCIAL INFORMATION
The interim financial statements are unaudited, but, in the opinion of the
management of the Company, contain all adjustments, consisting of only normal
recurring accruals, necessary to present fairly the financial position at
January 31, 1997, the results of operations and cash flows for the nine months
ended January 31, 1998 and January 31, 1997. The results of operations for the
nine months ended January 31, 1998 are not necessarily indicative of the
results of operations to be expected for the full year ending April 30, 1998.
F-7
<PAGE>
NOTE 8 - SUBSEQUENT EVENT
In March 1998 the Company effected a recapitalization as follows:
A. A 1-for-100 reverse stock split
B. The issuance of 60,000,000 shares of common stock, options to purchase
20,000 shares are $.20 per share and rights to acquire
Series A Preferred Stock upon authorization thereof.
C. Reincorporation in Nevada at the value of one new share for each 10
shares of the Utah corporation.
Concurrently the Company adopted a business plan to develop and license a
device for dental use.
F-8
<PAGE>
ARTICLES OF INCORPORATION
OF
MEDITECNIC, INC.
The undersigned, desiring to form a corporation for profit under the General
Corporation Law of Nevada, does hereby certify:
FIRST: The name of the corporation shall be Meditecnic, Inc.
SECOND: The name of the natural person or corporation designated as the
Corporation's resident agent is State Agent and Transfer Syndicate, whose
address is 318 North Carson Street, Suite 214, Carson City, Nevada 89701.
THIRD: The purpose for which the corporation is formed is to
engage in any lawful activity.
FOURTH: The maximum number of shares of all classes which the Corporation is
authorized to have outstanding is sixty million (60,000,000) shares, consisting
of fifty million (50,000,000) shares of Common Stock, all par value $.001, and
ten million (10,000,000) shares of Preferred Stock, all par value $.001. The
holders of preferred stock shall have such rights, preferences and privileges as
may be determined, prior to the issuance of such shares, by the Board of
Directors. Initially there shall be designated a class of preferred stock
denominated Series A Preferred Stock, with the following relative rights,
designations and limitations:
(a) Number. The number of shares constituting the Series A
Preferred Stock shall be 1,000.
(b) Dividend. Holders of the Series A Preferred Stock are not
entitled to receive dividends.
(c) Redemption. The Series A Preferred Stock shall not be
redeemable.
(d) Liquidation Rights. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the holders
of Series A Preferred Stock shall be entitled to receive from the assets
of the Corporation $.01 per share, all of which shall be paid or set
apart for payment before the payment or setting apart for payment of any
amount for, or the distribution of any assets of the Corporation to, the
holders of common stock in connection with such liquidation,
dissolution, or winding up. Each share of Series A Preferred Stock shall
rank on a parity with each other share of Series A Preferred Stock, with
respect to the respective preferential amounts fixed for such series
payable upon any distribution of assets by way of liquidation,
dissolution, or
<PAGE>
winding up of the Corporation. After the payment or the setting apart of
payment to the holders of Series A Preferred Stock of the preferential
amount so payable to them, the holders of common stock shall be entitled
to receive, ratably, all remaining assets of the Corporation.
(e) Voting Rights. Except as otherwise provided by law, the holders of
Series A Preferred Stock shall vote as a class with the holders of
common stock. However, the holders of the Series A Preferred Stock,
voting separately as a class, shall have the right, by unanimous vote of
the class, to elect two-thirds (2/3) of the members of the Board of
Directors, provided, however, that if the number of directors is not
divisible by three (3), it shall be increased by one (1) additional
member of the Board of Directors, entitling in such a case the Series A
Preferred Stock holders to election of two-thirds (2/3) of the members
of the Board of Directors plus one (1) additional director.
If the office of any director elected by the holders of the Series A
Preferred Stock voting as a class becomes vacant by reason of death,
resignation, retirement, disqualification, removal from office or
otherwise, the remaining director elected by the holders of the Series A
Preferred Stock voting as a class may choose a successor who shall hold
office for the unexpired term in respect of which such vacancy occurred.
If the office of any director elected by the holder of the Series A
Preferred Stock as a class becomes vacant by any of the reasons
specified above, and if there are no remaining directors on the Board of
Directors elected by the holders of the Series A Preferred Stock voting
as a class, then the directors elected by the holders of common stock
voting as a class may choose a successor who shall hold office until he
is re-appointed or until his successor is chosen by the director elected
by the holders of the Series A Preferred Stock voting as a class.
(f) No Conversion Rights. The Series A Preferred Stock shall
not be convertible into any other class or series of shares of
the Corporation.
(g) Right of First Refusal.
A. Restriction on Sales. If a holder of Series A Preferred Stock
desires to sell all or any part of his shares of Series A Preferred
Stock in the Corporation and has received a bona fide offer, such holder
of Series A Preferred Stock (the "Selling Shareholder") shall notify the
remaining holders of record of the Series A Preferred Stock (the
"Non-selling Shareholders") in writing, stating the number of shares
desired to be sold, the amount of the bona fide offer, and the name of
2
<PAGE>
the offeror. For 15 days following delivery of such notice, the
Non-selling Shareholders shall, on a proportional basis according to the
number of Series A Preferred Shares owned by each of them, have an
option to purchase the Selling Shareholder's shares of Series A
Preferred Stock for the amount of the bona fide offer. The Non-selling
Shareholders may exercise this option by delivering written notice to
the Selling Shareholder within the 15-day period. If any holder of
Series A Preferred Stock declines to exercise its option with respect to
its proportional share, then the purchase option rights of the remaining
holders of Series A Preferred Stock shall proportionately be increased.
If the Non-selling Shareholders do not exercise said option, the Selling
Shareholder may sell his shares of Series A Preferred Stock in the
Corporation on the terms disclosed to the original offeror. The Selling
Shareholder must sell his shares of Series A Preferred Stock in the
Corporation on the terms disclosed to the original offeror within 45
days after delivery of the original notice from the Selling Shareholder
to the Non-selling Shareholders, otherwise the Non-selling Shareholders
shall have another right to purchase the Shares for the 15 days
following the expiration of the 45-day period.
B. Restriction on Other Transfer of Shares. If a holder of Series A
Preferred Stock desires to transfer, hypothecate, assign or otherwise
transfer ("Transfer") all or any part of his shares of Series A
Preferred Stock in the Corporation and Section A does not apply, such
holder of Series A Preferred Stock (the "Transferring Shareholder")
shall deliver notice thereof (the "Transfer Notice") to the other
holders of the Series A Preferred Stock (the "Non-transferring
Shareholders"), stating the shares desired to be Transferred, the name
of the proposed Transferee, the manner of and reason for such Transfer,
and the consideration (if any) to be received. For 15 days following the
determination of the fair market value pursuant to this Section B, the
Non-transferring Shareholders shall have an option to purchase such
shares for their fair market value. The Non-transferring Shareholders
may exercise this option by delivering written notice to the
Transferring Shareholder within the 15-day period. If any holder of
Series A Preferred Stock declines to exercise its option with respect to
its proportional share, then the purchase option rights of the remaining
holders of Series A Preferred Stock shall proportionately be increased.
If the Transferring Shareholder and the Non-transferring Shareholders
cannot agree on the fair market value of such shares within thirty (3)
days after the Transfer Notice is given pursuant to Section C hereof,
the fair market value shall be determined by three appraisers, one to be
chosen by the Transferring Shareholder and announced in writing to the
Non-
3
<PAGE>
transferring Shareholders within 45 days after the Transfer notice is
delivered, one to be chosen by the Non-transferring Shareholders and
announced in writing to the Transferring Shareholder within 15 days
after the selection of the first appraiser, and the third to be chosen
by the first two appraisers within 15 days after the selection of the
second appraiser. If the Transferring Shareholder does not select an
appraiser within the 15-day period described above, the fair market
value shall be determined by two appraisers, one chosen by the
Non-transferring Shareholders and the second chosen by the first
appraiser. The decision of a majority of the appraisers as to fair
market value shall be binding on all parties.
If the Non-transferring Shareholders do not exercise their option under
this Section B, the Transferring Shareholder may Transfer his shares of
Series A Preferred Stock in the Corporation on the terms disclosed in
the original notice sent to the Non-transferring Shareholders for a
period of 45 days after expiration of the 15-day period, otherwise the
Non-selling Shareholders shall have the right to purchase the Shares at
such price for another 15 days.
C. Notice. Any notice given under Sections A and B shall be in writing
and either (1) hand delivered, or (2) mailed by registered or certified
mail, return receipt requested and postage prepaid, to the address of
the Shareholder or the Corporation as the case may be. The Corporation
or any Shareholder may change his address by giving notice of the
change. Any hand delivered notice shall be considered given upon
delivery. Any mailed notice shall be considered given on the third
business day after being mailed by U.S. certified mail, postage
prepaid."
FIFTH: The members of the governing body shall be styled directors and the
initial number of directors shall be 2. The name and office addresses of the
first Board of Directors, to serve until their successors are elected and
qualified, are as follows:
Pierre Chamay, CH Narly 17, 1232 Confignon-Geneva, Switzerland,
and
Dr. Robert-Tissot, Ch Narly 17, 1232 Confignon-Geneva,
Switzerland
The number of directors may be increased or decreased (but not less than one)
pursuant to the provisions of the corporation's bylaws and Chapter 78 of the
Nevada Revised Statutes.
4
<PAGE>
SIXTH: No capital stock issued by the corporation shall be
assessable following payment of the subscription price or par value
therefor.
SEVENTH: The corporation shall have perpetual existence.
EIGHTH: The incorporator and her post office address is as
follows: Jehu Hand, Hand & Hand, 24901 Dana Point Harbor Drive,
Suite 200, Dana Point, California 92629.
NINTH: Every person who was or is a party or is threatened to be a party to or
is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director, officer, employee,
agent or other person of the corporation, or is or was serving at the request of
the corporation or for its benefit as a director, officer employee or other
person of another corporation, partnership, joint venture, trust or enterprise,
shall be indemnified and held harmless to the fullest extent legally permissible
under the law of the State of Nevada as it may be amended from time to time
against all expenses, liability and loss (including attorneys' fees, judgments,
fines and amounts paid or to be paid in settlement) reasonably incurred or
suffered by him in connection therewith. The expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. Such right of indemnification shall be a
contract right which may be enforced in any manner desired by such person. Such
right of indemnification shall not be exclusive of any other right which such
directors, officers, employees, agents or other persons may have or hereafter
acquire and, without limiting the generality of such statement they shall be
entitled to their respective rights or indemnification under any bylaw,
agreement, vote of stockholders, provisions of law or otherwise, as well as
their rights under this Article.
Without limiting the application of the foregoing, the board of directors may
adopt bylaws from time to time with respect to indemnification permitted by the
law of the State of Nevada and may cause the corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, agent or other person of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, agent or other
person of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred in
any such capacity or arising out os such status whether or not the corporation
would have the power to indemnify such person.
5
<PAGE>
TENTH: A director of officer of the corporation shall not be personally liable
to this corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or knowing violation of law or (ii) the unlawful
payment of dividends. Any repeal or modification of this Article by the
stockholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of the director or
officer of the corporation for acts or omissions prior to such repeal or
modification.
ELEVENTH: A director or officer of the corporation shall not be disqualified by
his office from dealing or contracting with the corporation as a vendor,
purchaser, employee, agent or otherwise.
No transaction, contract or act of the corporation shall be void or voidable or
in any way affected or invalidated by reason of the fact that any director or
officer of any corporation is a member of any firm, a shareholder, director or
officer of the corporation or trustee or beneficiary of any trust that is in any
way interested in such transaction, contract or act. No director or officer
shall be accountable or responsible to the corporation for or in respect to any
transaction, contract or act of the corporation for any gain or profit directly
or indirectly realized by him by reason of the fact that he or any firm in which
he is a member or any corporation of which he is a trustee, or beneficiary, is
interested in such transaction, contract, or act; provided the fact that such
director or officer or such firm, corporation or trust is so interested shall
have been disclosed or shall have been known to the members of the Board of
Directors as shall be present at any meeting at which action upon such contract,
transaction or act shall have been taken. Any director may be counted in
determining the existence of a quorum at any meeting of the Board of Directors
which shall authorize or take action in respect to any such contract,
transaction or act, and may vote thereat to authorize, ratify or approve any
such contract, transaction or act, and any officer of the corporation may take
any action within the scope of his authority, respecting such contract,
transaction or act, and any officer of the corporation of which he is a
shareholder, director or officer, or any trust of which he is a trustee or
beneficiary, were not interested in such transaction, contract or act. Without
limiting or qualifying the foregoing, if in any judicial other inquiry, suit,
cause or proceeding, the question of whether a director or officer of the
corporation has acted in good faith is material, and notwithstanding any statute
or rule of law or equity to the contrary (if any there be), his good faith shall
be presumed in the absence of proof to the contrary by clear and convincing
evidence.
TWELFTH: No shareholder of the corporation shall have any
preemptive rights.
6
<PAGE>
Dated this 23rd day of March, 1998.
-----------------------------
Jehu Hand, Incorporator
STATE OF CALIFORNIA }
} ss
COUNTY OF ORANGE }
On March 23, 1998, before me, Kimberly Peterson, a Notary Public in and for said
State, personally appeared Jehu Hand, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person whose name is subscribed to
the within instrument and acknowledged to me that he executed the same.
WITNESS my hand and official seal.
- ---------------------------------
Signature
7
<PAGE>
ARTICLES OF MERGER
THESE ARTICLES OF MERGER, dated as of April __, 1998, are entered into by and
between Viking Broadcasting Corporation, a Utah corporation ("Viking"), and
Meditecnic, Inc., a Nevada corporation ("Meditecnic"), to effectuate the merger
of Viking with and into Meditecnic (the "Merger"). Viking and Meditecnic are
hereinafter collectively referred to as the "Constituent Corporations."
Meditecnic is sometimes hereinafter referred to as the "Surviving Corporation."
RECITALS
A. Viking owns all of the outstanding 100 shares of common stock of Meditecnic,
which is the only class outstanding (the "Viking Common Stock"). Meditecnic has
authorized 50,000,000 shares of Common Stock, $.001 value (the "Meditecnic
Common Stock") and 10,000,000 shares of preferred stock, including 1,000 shares
of series A preferred stock, none of which are outstanding.
B. Meditecnic and Viking have agreed that Meditecnic and Viking
shall merge, with Meditecnic to be the Surviving Corporation.
C. Viking has authorized 50,000,000 shares of Common Stock, which is the only
class of authorized stock, of which 50,000,000 shares issued and outstanding
(Viking "Common Stock") after giving effect to a 1-for-100 reverse split, and
options to purchase 20,000,000 shares of Common Stock at $.20 per share
("Options"), and 1,000 Special Rights.
D. In respect of Meditecnic, Viking, as the sole shareholder of
Meditecnic, has approved the Merger.
E. In respect of Viking, the Merger was approved by shareholders holding
_______ shares of Viking Common Stock acting by consent action as permitted by
Section 16-10a-704 of the Utah Revised Business Corporation Act.
F. The number of votes cast by shareholders of Viking and
Meditecnic was sufficient for the approval of the Merger.
NOW, THEREFORE, in order to prescribe (a) the terms and conditions of the
Merger; (b) the method of carrying the same into effect; (c) the manner and
basis of converting and exchanging the shares of Viking Common Stock into shares
of Meditecnic Common Stock; and (d) such other details and provisions as are
deemed necessary or desirable; and in consideration of the foregoing recitals
and the agreements, provisions and covenants herein contained, Meditecnic and
Viking hereby agree as follows:
1. Effective Date. The Merger shall become effective upon
the filing of a copy of these Articles of Merger with the Secretary
of State of Utah, as required by Section 16-10a-1105 of the Utah
Revised Business Corporation Act, and the Secretary of State of
Nevada, as required by Section 92A.200 of the Nevada General
<PAGE>
Corporation Law. The date and time on which the Merger becomes
effective is hereinafter referred to as the "Effective Date."
2. Merger. At the Effective Date, Viking shall merge with and into
Meditecnic with Meditecnic being the Surviving Corporation and the separate
corporate existence of Viking shall cease. The corporate identity, existence,
purposes, franchises, powers, rights and immunities of Viking at the Effective
Date shall be merged into Meditecnic which shall be fully vested therewith.
Meditecnic shall be subject to all of the debts and liabilities of Viking as if
Meditecnic had itself incurred them and all rights of creditors and all liens
upon the property of each of the Constituent Corporations shall be preserved
unimpaired, provided that such liens, if any, upon the property of Meditecnic
shall be limited to the property affected thereby immediately prior to the
Effective Date.
3. Articles of Incorporation. At the Effective Date, the
Articles of Incorporation of Meditecnic shall be the Articles of
Incorporation of the Surviving Corporation.
4. Effect of Merger on Outstanding Shares, Options and
Warrants.
(a) Surviving Corporation Shares. Each ten shares of Viking Common Stock issued
and outstanding immediately prior to the Effective Date of the Merger shall
convert into on shares of Meditecnic Common Stock.
(b) Disappearing Corporation Shares. At the Effective Date, each
of the 100 previously issued and outstanding shares of Meditecnic
Common Stock shall be canceled and cease to be outstanding.
(c) Warrants, Options and Other Derivative Rights. At the Effective Date, each
ten Options to be converted into the right to acquire one share of Surviving
Corporation Common Stock and each one Special Right of Viking shall be converted
into one share of Meditecnic Series A Preferred Stock. The applicable exercise
price of the Options shall be equitable adjusted by multiplying such exercise or
conversion price by ten. No fractional shares shall be issued, but any
fractional share shall be rounded to the nearest whole share.
5. Surrender of Share Certificates. After the Effective Date, each holder of an
outstanding certificate which prior to the Effective Date evidenced Viking
Common Stock shall surrender the same, duly endorsed as Meditecnic may require,
to Meditecnic or its designated agent for cancellation. Thereupon such holder
shall receive in exchange therefor a certificate or certificates representing
the number of full shares of Meditecnic Common Stock to which such holder shall
be entitled as provided in Section 4(a) hereof and shall also be entitled to
receive dividends on each such share of Meditecnic Common Stock in an amount and
to the extent provided in Section 6(a) hereof.
6. Status of Meditecnic Common Stock After the Effective Date.
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(a) After the Effective Date, until surrendered in accordance with Section 5
hereof, each outstanding certificate which prior to the Effective Date
represented shares of Viking Common Stock, shall be deemed for all corporate
purposes (subject to the further provision of this Section 6(a)) to evidence
Meditecnic Common Stock in accordance with the terms of these Articles of
Merger. After the Effective Date, there shall be no further registry of
transfers on the records of Viking Common Stock outstanding immediately prior to
the Effective Date, and, if certificates representing such shares are presented
to Meditecnic, they shall be canceled, and the holder thereof shall be entitled
to receive Meditecnic Common Stock in accordance with the terms of these
Articles of Merger. No dividends or distributions will be paid to persons
entitled to receive certificates for shares of Meditecnic Common Stock until
such persons shall have surrendered their Viking Common Stock certificates in
accordance with Section 5 hereof; provided, however, that when such certificates
shall have been so surrendered in exchange for shares of Meditecnic Common
Stock, there shall be paid to the holders thereof, but without interest thereon,
all dividends and other distributions payable subsequent to and in respect of a
record date after the Effective Date on the shares of Viking Common Stock for
which such certificates shall have been so exchanged. Holders of certificates
for shares of Viking Common Stock shall not be entitled, as such, to receive any
dividends unless and until they have exchanged those certificates for
certificates representing shares of Viking Common Stock as provided herein.
(b) If any certificate of Meditecnic Common Stock is to be issued in a name
other than that in which the certificate for the Viking Common Stock surrendered
in exchange is registered, it shall be a condition of such exchange that the
certificate so surrendered shall be properly endorsed and otherwise in proper
form for transfer and that the person requesting such exchange shall (i) pay any
transfer or other taxes required by reason of the issuance of such Meditecnic
Common Stock in any name other than that of the registered holder of the
certificates surrendered or (ii) establish to the satisfaction of Meditecnic or
its designated agent that such tax has been paid or is not applicable.
7. Other Provisions.
(a) Governing Law;. These Articles of Merger shall be governed
by and construed in accordance with the laws of the State of
Nevada.
(b) Counterparts. These Articles of Merger may be executed in any number of
counterparts and each such counterpart shall be deemed to be an original
instrument, but all of such counterparts together shall constitute but one
agreement.
(c) Further Assurances. Each Constituent Corporation shall from
time to time upon the request of the other Constituent Corporation,
execute and deliver and file and record all such documents and
instruments and take all such other action as such corporation may
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request in order to vest or evidence the vesting in Viking of title to and
possession of all rights, properties, assets and business of Viking to the
extent provided herein, or otherwise to carry out the full intent and purpose of
these Articles of Merger.
IN WITNESS WHEREOF, the parties hereto have caused these Articles of Merger to
be executed on behalf of the Constituent Corporations as of the day and year
first above written.
MEDITECNIC, INC. VIKING BROADCASTING CORPORATION
By: By:
Pierre Chamay Pierre Chamay
President President
By: By:
Jehu Hand Jehu Hand
Assistant Secretary Assistant Secretary
STATE OF CALIFORNIA }
} ss.
COUNTY OF ORANGE }
On ____________, 1998, before me, _____________________, personally
appeared Pierre Chamay, personally known to me, to be the President of
Meditecnic, Inc., whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument the person, or the entity upon behalf of which the
persons acted, executed the instrument.
WITNESS my hand and official seal.
Signature ________________________ (Seal)
STATE OF CALIFORNIA }
} ss.
COUNTY OF ORANGE }
On ____________, 1998, before me, _____________________, personally
appeared Pierre Chamay, personally known to me, to be the President of Viking
Broadcasting Corporation, whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument the person, or the entity upon behalf of which the
persons acted, executed the instrument.
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WITNESS my hand and official seal.
Signature ________________________ (Seal)
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BYLAWS
OF
MEDITECNIC, INC.
ARTICLE I
Meetings of Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders of this
Company, for the purpose of fixing or changing the number of directors of the
Company, electing directors and transacting such other business as may come
before the meeting, shall be held on such date, at such time and at such place
as may be designated by the Board of Directors.
Section 2. Special Meetings. Special meetings of the shareholders may be
called at any time by the president or a vice-president or a majority of the
Board of Directors acting with or without a meeting, or the holder or holders of
10% of all the shares outstanding and entitled to vote thereat.
Section 3. Place of Meetings. Meetings of shareholders shall be held at
the principal office of the Company, unless the Board of Directors decides that
a meeting shall be held at some other place within or without the State of
Nevada and causes the notice thereof to so state.
Section 4. Notices of Meetings. Unless waived, a written, printed, or
typewritten notice of each annual or special meeting, stating the day, hour and
place and the purpose of purposes thereof shall be served upon or mailed to each
shareholder of record entitled to vote or entitled to notice, not more than
sixty (60) days nor less than ten (10) days before any such meeting. If mailed,
it shall be directed to a shareholder at his or her address as the same appears
on the records of the Company. If a meeting is adjourned to another time and
place, no further notice as to such adjourned meeting need be given if the time
and place to which it is adjourned are fixed and announced at such meeting. In
the event of a transfer of shares after notice has been given and prior to the
holding of the meeting, it shall not be necessary to serve notice on the
transferee. Nothing herein contained shall prevent the setting of a record date
in the manner provided by law for the determination of the shareholders who are
entitled to receive notice of or to vote at any meeting of shareholders or for
any purpose permitted by law.
Section 5. Waiver of Notice. Notice of the time, place and purpose of any
meeting of shareholders may be waived in writing, either before or after the
holding of such meeting, by any shareholder.
<PAGE>
Section 6. Quorum. At any meeting of shareholders, the holders of a
majority in amount of the shares of the Company then outstanding and entitled to
vote thereat, present in person or represented by proxy, shall constitute a
quorum for such meeting but no action required by law, the Articles of
Incorporation or these Bylaws to be authorized or taken by the holders of a
designated proportion of the shares of any particular class, or of each class,
may be authorized or taken by a lesser proportion. The holders of a majority of
the voting shares represented at a meeting in person or by proxy may adjourn
such meeting from time to time, and at such adjourned meeting any business may
be transacted as if the meeting had been held as originally called.
Section 7. Organization. At each meeting of the shareholders, the
president, or, in the absence of the president, a chairman chosen by a majority
in interest of the shareholders present in person or by proxy and entitled to
vote, shall act as chairman, and the secretary of the Company, or, if the
secretary of the Company not be present, the assistant secretary, or if the
secretary and the assistant secretary not be present, any person whom the
chairman of the meeting shall appoint, shall act as secretary of the meeting.
Section 8. Shareholders Entitled to Vote. Every shareholder of record
shall be entitled at each meeting of shareholders to one vote for each share
standing in his name on the books of the Company.
A corporation owning shares in this Company may vote the same by its
president or its secretary or its treasurer, and such officer shall conclusively
be deemed to have authority to vote such shares and to secure any proxies and
written waivers and consents in relation thereto, unless, before a vote is taken
or a consent or waiver is acted upon, it shall be made to appear by a certified
copy of the regulations, by-laws or resolution of the Board of Directors of the
corporation owning such shares that such authority does not exist or is vested
in some other officer or person.
Section 9. Shareholder Voting. At each meeting of the shareholders for
the election of directors at which a quorum is present, the persons receiving
the greatest number of votes shall be the directors. Such election may be by
ballot or viva voce, as the shareholders may determine. All other questions
shall be determined by a majority vote of the shares entitled to vote and
represented at the meeting in person or by proxy, unless for any particular
purpose the vote of a greater proportion of the shares, or of any particular
class of shares, or of each class, is otherwise required by law, the Articles of
Incorporation or these Bylaws.
Section 10. Proxies. At meetings of the shareholders any shareholder of
record entitled to vote thereat may be represented and may vote by a proxy or
proxies appointed by an instrument in writing, but such instrument shall be
filed with the secretary of the meeting before the person holding such proxy
shall be allowed to vote thereunder. No proxy shall be valid after the
expiration of six (6) months after the date of its execution, unless coupled
with an interest of the shareholder executing it shall have specified therein
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the length of time it is to continue in force, which in no case shall exceed
seven (7) years from the date of its execution.
Section 11. Order of Business and Procedure. The order of business at all
meetings of the shareholders and all matters relating to the manner of
conducting the meeting shall be determined by the chairman of the meeting, whose
decisions may be overruled only by majority vote of the shareholders present and
entitled to vote at the meeting in person or by proxy. Meetings shall be
conducted in a manner designed to accomplish the business of the meeting in a
prompt and orderly fashion and to be fair and equitable to all shareholders, but
it shall not be necessary to follow any manual of parliamentary procedure.
ARTICLE II
Board of Directors
Section 1. General Powers of Board. The powers of the Company shall be
exercised, its business and affairs conducted, and its property controlled by
the Board of Directors, except as otherwise provided by the law of Nevada or in
the Articles of Incorporation.
Section 2. Number and Qualification. The number of directors of the
Company, none of whom need be shareholders or residents of Nevada, shall be at
least three. Without amendment of these Bylaws, the number of directors may be
fixed or changed by resolution adopted by the vote of the majority of directors
in office or by the vote of holders of shares representing a majority of the
voting power at any annual meeting, or any special meeting called for that
purpose; but not reduction of the number of directors shall have the effect of
removing any director prior to the expiration of his term of office.
Section 3. Term of Office. Unless he shall earlier resign, be removed as
hereinafter provided, die, or be adjudged mentally incompetent, each director
shall hold office until the sine die adjournment of the annual meeting of
shareholders for the election of directors next succeeding his election, or the
taking by the shareholders of an action in writing in lieu of such meeting, or,
if for any reason the election of directors shall not be held at such annual
meeting or any adjournment thereof, until the sine die election of directors
held thereafter as provided for in Section 4 of Article I of these Bylaws, or
the taking by the shareholders of an action in writing in lieu of such meeting,
and until his successor is elected and qualified.
Section 4. Removal. Any director may be removed without cause at any
special meeting of shareholders called for such purpose by the vote of the
holders of two-thirds of the voting power entitling them to elect directors in
place of those to be removed, provided that unless all the directors, or all the
directors of a particular class are removed no individual director shall be
removed if the votes of a sufficient number of shares are cast against his
removal which, if cumulatively voted at on election of directors, or of all
directors
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of a particular class, as the case may be, would be sufficient to elect at least
one director. In case of any such removal, a new director may be elected at the
same meting for the unexpired term of each director removed. Failure to elect a
director to fulfill the unexpired term of any director removed shall be deemed
to create a vacancy in the Board.
Section 5. Resignations. Any director of the company may resign at any
time by giving written notice to the president or the secretary of the Company.
Such resignation shall take effect at the time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 6. Vacancies. Vacancies in the Board of Directors may be filled
by a majority vote of the remaining directors, even though they be less than a
quorum of the entire number of directors constituting a full Board, until an
election to fill such vacancies is had. Within the meaning of this Section, a
vacancy exists if the board of directors increases the authorized number of
directors or if the shareholders increase the authorized number of directors but
fail at the meeting at which such increase is authorized, or an adjournment
thereof, to elect the additional directors provided for, or if the shareholders
fail at any time to elect the whole authorized number of directors. Any director
elected under the provisions of this Section 6 shall serve until the next annual
election of directors and until their successors are elected and qualified.
Section 7. Meetings. The directors shall hold such meetings from time to
time as they may deem necessary and such meetings as may from time to time be
called by the president or the chairman of the board. Meetings shall be held at
the principal office of the Company or at such other place within or without the
State of Nevada as the president or a majority of the directors may determine. A
regular meeting of the Board of Directors shall be held each year at the same
place as and immediately after the annual meeting of shareholders, or at such
other place and time as shall theretofore have been determined by the Board of
Directors and notice thereof need not be given. At its regular annual meeting,
the Board of Directors shall organize itself and elect the officers of the
Company for the ensuing year, and may transact any other business.
Section 8. Notice of Meetings. Notice of each special meeting or, where
required, each regular meeting, of the Board of Directors shall be given to each
director either by being mailed on at least the third day prior to the date of
the meeting or by being telegraphed or given personally or by telephone on at
least twenty-four (24) hours notice prior to the date of meeting. Such notice
shall specify the date and time of the meeting, the purpose or purposes for
which the meeting is called. At any meeting of the Board of Directors at which
every director shall be present, even though without such notice, any business
may be transacted. Any acts or proceedings taken at a meeting of the Board of
Directors not validly called or constituted may be made valid and fully
effective by ratification at a subsequent meeting which shall be legally and
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validly called or constituted. Notice of any regular meting of the Board of
Directors need not state the purpose of the meeting and, at any regular meeting
duly held, any business may transacted. If the notice of a special meeting shall
state as a purpose of the meeting the transaction of any business that may come
before the meeting, then at the meeting any business may be transacted, whether
or not referred to in the notice thereof. A written waiver of notice of a
special or regular meeting, signed by the person or person entitled to such
notice, whether before or after the time stated therein shall be deemed the
equivalent of such notice, and attendance of a director at a meeting shall
constitute a waiver of notice of such meeting except when the director attends
the meeting and prior to or at the commencement of such meeting protests the
lack of proper notice.
Section 9. Quorum and Voting. At all meetings of the directors fifty
percent of all of the authorized directors of the company shall constitute a
quorum, but less than fifty percent of the authorized directors may adjourn a
meeting of the directors from time to time, and at adjourned meetings any
business may be transacted as if the meeting had been held as originally called.
The act of a majority of Directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as otherwise provided
by law, the Articles of Incorporation or these Bylaws.
Section 10. Compensation. Directors shall be entitled to receive for
services and expenses such reasonable compensation as the Board of Directors may
determine by affirmative vote of a majority of those directors in office. The
Board of Directors may also delegate its authority to establish reasonable
compensation for directors to one or more officers or directors by an
affirmative vote of a majority of those directors in office. Any vote taken by
the Board of Directors with respect to director compensation shall be effective
irrespective of the financial or personal interest of any of the directors
involved.
Section 11. Committees. The Board of Directors may create any committee
of directors, to be composed of one or more directors, and may delegate to any
such committee any of the authority and powers of the Board of Directors,
however conferred. Each such committee shall serve at the pleasure of the Board
of Directors shall act only in the intervals between meetings of the Board of
Directors and shall be subject to all times to the control and direction of the
Board of Directors. Any such committee may act by a majority of its members. Any
such committee shall keep written minutes of its meetings and report same to the
Board of Directors prior to or at the next regular meeting of the Board of
Directors. Any act or authorization of an act by any such committee within the
authority delegated to it shall be as effective for all purposes as the act or
authorization of the Board of Directors.
ARTICLE III
Officers
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Section 1. General Provisions. The officers of the Company shall be a
president, such number of vice-presidents as the Board may from time to time
determine, a secretary, a treasurer and such other officers as the directors may
elect. The Company may also have, at the discretion of the Board of Directors, a
Chairman of the Board or Vice Chairman who shall have the duties prescribed by
the Board of Directors. Except as specifically provided in these Bylaws, the
directors shall determine the duties and term of each of the officers of the
Company and shall be responsible for the designation of the Company's chief
executive officer. Officers need not be shareholders of the Company and may be
paid such compensation as the Board of Directors may determine. Any person may
hold any two or more officers and perform the duties thereof. If one person is
chosen to hold the offices of secretary and treasurer, he shall be known as
secretary-treasurer if one person be elected to both of these offices.
Section 2. Election, Term of Office, and Qualification. The officers of
the Company named in Section 1 of this Article III shall be elected by a
majority of the Board of Directors present and constituting a quorum for an
indeterminate term and shall hold office during the pleasure of the Board of
Directors. The qualifications of all officers shall be such as the Board of
Directors may see fit to impose.
Section 3. Additional Officers, Agents, etc. In addition to the officers
mentioned in Section 1 of this Article III, the Company may have such other
officers, committees, agents, and factors as the Board of Directors may deem
necessary and may appoint, each of whom or each member of which shall hold
office for such period, have such authority, and perform such duties as may be
provided in these Bylaws, or as the Board of Directors may from time to time
determine. The Board of Directors may delegate to any officer or committee the
power to appoint any subordinate officers, committees, agents or factors. In the
absence of any officer of the Company, or for any other reason the Board of
Directors may deem sufficient, the Board of Directors may delegate, for the time
being, the powers and duties, or any of them, of such officer to any other
officer, or to any director.
Section 4. Removal. Any officer of the Company may be removed either with
or without cause, at any time, by resolution adopted by the Board of Directors
at any meeting of the Board, the notices (or waivers of notice) of which shall
have specified that such removal action was to be considered. Any officer
appointed not by the Board of Directors but by an officer or committee to which
the Board shall have delegated the power of appointment may be removed, with or
without cause, by the committee or superior officer (including successors) who
made the appointment, or by any committee or officer upon whom such power of
removal may be conferred by the Board of Directors.
Section 5. Resignations. Any officer may resign at any time by
giving written notice to the Board of Directors, or to the president,
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or to the secretary of the Company. Any such resignation shall take effect at
the time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, shall be filled in the
manner prescribed in these Bylaws for regular appointments or elections to such
office.
ARTICLE IV
Duties of the Officers
Section 1. The President. The president shall manage and have general
supervision over the business of the Company and over its several officers,
subject, however, to the control of the Board of Directors. He shall, if
present, preside at all meetings of shareholders and of the Board of Directors.
He shall see that all orders and resolutions of the Board of Directors are
carried into effect, and shall from time to time report to the Board of
Directors all matters within his knowledge which the interests of the
corporation may require to be brought to the notice of the Board. He may sign
with the secretary, the treasurer, or any other proper officer of the company
thereunto authorized by the Board of Directors, certificates for share in the
Company. He may sign, execute and deliver in the name of the Company all deeds,
mortgages, bonds, contracts, or other instruments either when specially
authorized by the Board of Directors or when required or deemed necessary or
advisable by him in the ordinary conduct of the Company's normal business,
except in cases where the signing and execution thereof shall be expressly
delegated by these Bylaws to some other officer or agent of the Company or shall
be required by law or otherwise to be signed or executed by some other officer
or affixed to any instrument requiring the same; and, in general, perform all
duties as from time to time may be assigned to him by the Board of Directors. In
case the president for any reason shall be unable to attend to any of his
duties, such duties may be performed by a vice-president of the Company.
Section 2. Vice-Presidents. The vice-presidents shall perform such duties
as are conferred upon them by these Bylaws or as may from time to time be
assigned to them by the Board of Directors or the president. At the request of
the president (or in his or her absence or disability, the vice-president
designated by the Board) shall perform all the powers of the president. The
authority of vice-presidents to sign in the name of the Company all certificates
for shares and authorized deeds, mortgages, bonds, contracts, notes and other
instruments, shall be coordinate with like authority of the president.
Section 3. The Treasurer. The treasurer shall:
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(a) Have charge and custody of, and be responsible for, all funds,
securities, notes, contracts, deeds, documents, and all other indicia of title
in the Company and valuable effects of the Company; receive and give receipts
for moneys due and payable to the name of the Company in such banks, trust
companies, or other depositories as shall be selected by or pursuant to the
directions of the Board of Directors; cause such funds to be discharged by
checks or drafts on the authorized depositories of the Company, signed as the
Board of Directors may require; and be responsible for the accuracy of the
amounts of, and cause to be preserved proper vouchers for, all moneys to be
disbursed;
(b) Have the right to require from time to time reports or statements
giving such information as he may desire with respect to any and all financial
transactions of the Company from the officers or agents transacting the same;
(c) Keep or cause to be kept at the principal office or such other office
or offices of the Company as the Board of Directors shall from time to time
designate correct records of the business and transactions of the Company and
exhibit such records to any of the directors of the Company upon application at
such office;
(d) Have charge of the audit and statistical
departments of the Company;
(e) Render to the president or the Board of Directors whenever they shall
require him so to do an account of the financial condition of the company and of
all his transactions as treasurer and as soon as practicable after the close of
each fiscal year, make and submit to the Board of Directors a like report for
such fiscal year; and
(f) Exhibit at all reasonable times his
cash
books and other records to any of the directors of the Company upon
application.
Section 4. The Secretary. The secretary shall:
(a) Keep the minutes of all meetings of
the
shareholders and of the Board of Directors in one or more books
provided for that purpose;
(b) See that all notices are duly given
in
accordance with the provisions of these Bylaws or as required by law;
(c) Be custodian of the corporate records and, if one is provided, of the
seal of the Company, and see that such seal is affixed to all certificates for
shares prior to the issue thereof and to all other documents to which the seal
is required to be affixed and the execution of which on behalf of the Company
under its seal is duly authorized in accordance with the provisions of these
Bylaws;
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(d) Have charge, directly or through such transfer agent or transfer
agents and registrar or registrars as the Board of Directors shall appoint, of
the issue, transfer and registration of certificates for shares in the Company
and of the records thereof, such records to be kept in such manner as to show at
any time the number of shares in the Company issued and outstanding, the manner
in which and time when such stock was paid for, the names and addresses of the
holders of record thereof, the number of classes of shares held by each, and the
time when each became such holder of record;
(e) Exhibit at all reasonable times to
any
directors, upon application, the aforesaid records of the issue,
transfer, and registration of such certificates;
(f) Sign (or see that the treasurer or other proper officer of the
Company thereunto authorized by the Board of Directors shall sign), with the
president or vice-president, certificates for shares in the Company;
(g) See that the books, reports,
statements,
certificates, and all other documents and records required by law are
properly kept and filed; and
(h) In general, perform all duties incident to the office of secretary,
he shall perform such duties as are conferred upon him by the officers of the
Company, or the Board of Directors, and in the absence or the inability of the
secretary to act, shall perform all the duties of the secretary and when so
acting shall have all the powers of the secretary.
In the event the Board of Directors shall elect an assistant secretary,
he shall perform such duties as are conferred upon him by the officers of the
Company, or the Board of Directors, and in the absence or inability of the
secretary to act, shall perform all the duties of the secretary and when so
acting shall have all the powers of the secretary.
ARTICLE V
Indemnification of Directors and Officers
Section 1. Indemnification. The Company shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened or
pending action, suit, or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he, his testator, or intestate is or
was a director or officer of the Company, or is or was serving at the request of
the Company as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise, or as a member of any
committee or similar body against all expenses (including attorneys' fees),
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
(including appeals) or the defense
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or settlement thereof or any claim, issue, or matter therein, to the fullest
extent permitted by the laws of Nevada as they may exist from time to time.
Section 2. Insurance. The proper officers of the Company without further
authorization by the Board of Directors, may in their discretion purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent for another corporation,
partnership, joint venture, trust or other enterprise, against any liability.
Section 3. ERISA. To assure indemnification under this provision of all
such persons who are or were "fiduciaries" of an employee benefit plan governed
by the Act of Congress entitled "Employee Retirement Income Security Act of
1974", as amended from time to time, this Article shall, for the purposes
hereof, be interpreted as follows: an "other enterprise" shall be deemed to
include an employee benefit plan; the Company shall be deemed to have requested
a person to serve an employee benefit plan where the performance by such person
of his duties to the Company also imposes duties on, or otherwise involves
services by, such person to the plan or participants or beneficiaries of the
plan; excise taxes assessed on a person with respect to an employee benefit plan
pursuant to said Act of Congress shall be deemed "fines"; and action taken or
omitted by a person with respect to an employee benefit plan in the performance
of such person's duties for a purpose reasonably believed by such person to be
in the interest of the participants and beneficiaries of the plan shall be
deemed to be for a purpose which is not opposed to the best interests of the
Company.
Section 4. Contractual Nature. The foregoing provisions of this Article
shall be deemed to be a contract between the Company and each director and
officer who serves in such capacity at any time while this Article is in effect,
and any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or thereafter brought
based in whole or in part upon any such state of facts.
Section 5. Construction. For the purposes of this Article, references to
"the Company" include in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers and employees
or agents, so that any person who is or was a director or officer of such
constituent corporation or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise or as a member of any
committee or similar body shall stand in the same position under the provisions
of this Article with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
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Section 6. Non-Exclusive. The Company may indemnify, or agree to
indemnify, any person, and pay any expenses, including attorney's fees in
advance of final disposition of any action, suit or proceeding, if such
indemnification and/or payment is approved by the vote of the shareholders,
disinterested directors, or is in the opinion of independent legal counsel
selected by the Board of Directors for an indemnitee who acted in good faith in
a manner he reasonably believed to be in, or not opposed to, the best interest
of the Company.
ARTICLE VI
Seal
The Board of Directors may provide a corporate seal, which shall be in
the form of a circle and shall bear the full name of the Company, and the words
"Seal" and "Nevada".
ARTICLE VII
Amendment of Bylaws
These Bylaws may be amended or added to, or repealed and superseded by
new Bylaws, at any annual or special meeting of shareholders in the notice (or
waivers of notice) of which the intention to consider such amendment, addition,
or repeal is stated, by the affirmative vote of the holders of record of shares
entitling them to exercise a majority of the voting power on such proposal, or
at anytime, by the affirmative vote of the Board of Directors.
ARTICLE VIII
Shares and Their Transfer
Section 1. Certificate for Shares. Every owner of one or more shares in
the Company shall be entitled to a certificate, which shall be in such form as
the Board of Directors shall prescribe, certifying the number and class of
paid-up shares in the Company owned by him. The certificates for the respective
classes of such shares shall be numbered in the order in which they shall be
issued and shall be signed in the name of the Company by the president or
vice-president and by the secretary, or any other proper officer of the Company
thereunto authorized by the Board of Directors, or the treasurer, and the seal
of the Company, if any, may be affixed thereto. A record shall be kept of the
name of the person, firm, or corporation owning the shares represented by each
such certificate and the number of shares represented by each such certificate
and the number of shares represented thereby, the date thereof, and in case of
cancellation, the date of cancellation. Every certificate surrendered to the
Company for exchange or transfer shall be cancelled and no new certificate or
certificates until such existing certificates shall
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have been so cancelled, except in cases provided for in Section 2 of this
Article.
Section 2. Lost, Destroyed and Mutilated Certificates. If any
certificates for shares in this Company become worn, defaced, or mutilated but
are still substantially intact and recognizable, the directors, upon production
and surrender thereof, shall order the same cancelled and shall issue a new
certificate in lieu of same. The holder of any shares in the Company shall
immediately notify the Company if a certificate therefor shall be lost,
destroyed, or mutilated beyond recognition, and the Board of Directors may, in
its discretion, require the owner of the certificate which has been lost,
destroyed, or mutilated beyond recognition, or his legal surety or sureties as
it may direct, not exceeding double the value of the stock, to indemnify the
Company against any claim that may be made against it on account of the alleged
loss, destruction, or mutilation of any such certificate. The Board of Directors
may, however, in its discretion, refuse to issue any such new certificate except
pursuant to legal proceedings, under the laws of the State of Nevada in such
case made and provided.
Section 3. Transfers of Shares. Transfers of shares in the Company shall
be made only on the books of the Company by the registered holder thereof, his
legal guardian, executor, or administrator, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the secretary of
the Company or with a transfer agent appointed by the Board of Directors, and on
surrender of the certificate or certificates for such shares. The person in
whose name shares stand on the books of the Company shall, to the full extent
permitted by law, be deemed the owner thereof for all purposes as regards the
Company.
Section 4. Regulations. The Board of Directors may make such rules and
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer, and registration of certificates for shares in
the Company. It may appoint one or more transfer agents or one or more
registrars or both, and may require all certificates for shares to bear the
signature of either or both.
ARTICLE IX
Depositories, Contracts and Other
Instruments
Section 1. Depositories. The president and any vice-president of the
Company are each authorized to designate depositories for the funds of the
Company deposited in its name and the signatories and conditions with respect
thereto in each case, and from time to time, to change such depositories,
signatories and conditions, with the same force and effect as if each such
depository, the signatories and conditions with respect thereto and changes
therein had been specifically designated or authorized by the Board of Directors
or by the president, or any vice-president of the Company, shall be entitled to
rely upon the certificate of the secretary or any assistant secretary of the
Company setting forth the fact of such
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designation and of the appointment of the officers of the Company or of both or
of other persons who are to be signatories with respect to the withdrawal of
funds deposited with such depository, or from time to time the fact of any
change in any depository or in the signatories with respect thereto.
Section 2. Execution of Instruments Generally. Except as provided in
Section 1 of this Article IX, all contracts and other instruments requiring
execution by the Company may be executed and delivered by the president or any
vice-president and authority to sign any such contracts or instruments, which
may be general or confined to specific instances, may be conferred by the Board
of Directors upon any other person or persons. Any person having authority to
sign on behalf of the Company may delegate, from time to time, by instrument in
writing, all or any part of such authority to any person or persons if
authorized so to do by the Board of Directors.
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<PAGE>
VIKING BROADCASTING CORPORATION
OPTION TO PURCHASE COMMON STOCK
Dated March 18, 1998
Viking Broadcasting Corporation ("Company") certifies that, for
valuable consideration, receipt of which is hereby acknowledged, the Holder is
entitled to purchase from the Company a number of shares of the Company's Common
Stock set forth in Section 1(h) hereof (the "Shares") at the purchase price set
forth in Section 1(e) hereof.
This Option and the Common Stock issuable upon exercise hereof are
subject to the terms and conditions hereinafter set forth:
1. Definitions. As used in this Option, the following terms
shall mean:
(a) "Common Stock" - the Common Stock, par value $.001 of
the Company.
(b) "Company" - Viking Broadcasting Corporation, a Utah
corporation.
(c) "Effective Date" - March 18, 1998.
(d) "Holder" - Laly Limited Group, Inc.
(e) "Purchase Price" - $.20 per share.
(f) "Subscription Form" -The form attached to this Option
as Exhibit "A"
(g) "Option" - This Option and any warrants delivered in
substitution or exchange therefor as provided herein.
(h) "Shares" - 10,000,000 shares of Company Common Stock.
(i) "Expiration Date" - December 31, 2004.
2. Exercise.
(a) Time of Exercise. This Option may be exercised in whole or
in part (but not as to a fractional shares) at the office of the Company, at any
time or from time to time, commencing on the Effective Date, provided, however,
that this Option shall expire and be null and void if not exercised in the
manner herein provided, by 5:00 p.m., Los Angeles time, on the Expiration Date.
(b) Manner of Exercise. This Option is exercisable at the
Purchase Price, payable in cash or by check, payable to the order of
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the Company, subject to adjustment as provided in Section 3 hereof. Upon
surrender of this Option with the annexed Subscription Form duly executed,
together with payment of the Purchase Price for the Shares purchased (and any
applicable transfer taxes) at the Company's principal executive offices, the
Holder shall be entitled to receive a certificate or certificates for the Shares
so purchased. This Option may not be exercised by any U.S. Person, as defined in
Regulation S promulgated under the Securities Act of 1933, as amended.
(c) Delivery of Stock Certificates. As soon as practicable,
but not exceeding 30 days, after complete or partial exercise of this Option,
the Company, at its expense, shall cause to be issued in the name of the Holder
(or upon payment by the Holder of any applicable transfer taxes, the Holder's
assigns) a certificate or certificates for the number of fully paid and
non-assessable Shares to which the Holder shall be entitled upon such exercise,
together with such other stock or securities or property or combination thereof
to which the Holder shall be entitled upon such exercise, determined in
accordance with Section 3 hereof.
(d) Record Date of Transfer of Shares. Irrespective of the
date of issuance and delivery of certificates for any stock or securities
issuable upon the exercise of this Option, each person (including a corporation
or partnership) in whose name any such certificate is to be issued shall for all
purposes be deemed to have become the holder of record of the stock or other
securities represented thereby immediately prior to the close of business on the
date on which a duly executed Subscription Form containing notice of exercise of
this Option and payment of the Purchase Price is received by the Company.
3. Adjustment of Purchase Price.
The Purchase Price shall be subject to adjustment as follows:
(a) In case the Company shall (i) pay a dividend in shares of
its capital stock (other than an issuance of shares of capital stock to holders
of Common Stock who have elected to receive a dividend in shares in lieu of
cash), (ii) subdivide its outstanding shares of Common Stock, (iii) reduce,
consolidate or combine its outstanding shares of Common Stock into a smaller
number of shares, or (iv) issue by reclassification of its shares of Common
Stock any shares of the Company, the Purchase Price in effect immediately prior
thereto shall be adjusted to that amount determined by multiplying the Purchase
Price in effect immediately prior to such date by a fraction, of which the
numerator shall be the number of shares of Common Stock outstanding on such date
before giving effect to such division, subdivision, reduction, combination or
consolidation or stock dividend and of which the denominator shall be the number
of shares of Common Stock after giving effect thereto. Such adjustment shall be
made successively whenever any such effective date or record date shall occur.
An adjustment made pursuant to this subsection (a) shall become effective
retroactively, immediately after the record date in the case of a dividend and
shall become effective immediately
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<PAGE>
after the effective date in the case of a subdivision, reduction,
consolidation, combination or reclassification.
(b) In case the Company shall issue rights or warrants to all
or substantially all holders of its Common Stock entitling them (for a period
expiring within 45 days after the record date mentioned below) to subscribe for
or purchase shares of Common Stock (or securities convertible into Common Stock)
at a price per share (the "Offering Price") less than the Purchase Price at the
record date mentioned below, the Purchase Price shall be determined by dividing
the Purchase Price in effect immediately prior to such issuance by a fraction of
which the numerator shall be the number of shares of Common Stock outstanding on
the date of issuance of such rights or warrants plus the number of additional
shares of Common Stock offered for subscription or purchase, and of which the
denominator shall be the number of shares of Common Stock outstanding on the
date of issuance of such rights or warrants plus the number of shares which the
aggregate Offering Price of the total number of shares so offered would purchase
at such fair market value. Such adjustment shall be made whenever such rights or
warrants are issued, and shall become effective retroactively, immediately after
the record date for the determination of shareholders entitled to receive such
rights or warrants.
(c) In case the Company shall distribute to all or
substantially all holders of its Common Stock evidences of its indebtedness,
shares of any class of the Company's stock other than Common Stock or assets
(excluding cash dividends) or rights or warrants to subscribe (excluding those
referred to in subsection (b) above), then in each such case the Purchase Price
shall be determined by dividing the Purchase Price in effect immediately prior
to such issuance by a fraction, of which the numerator shall be the Purchase
Price on the date of such distribution and of which the denominator shall be
such fair market value per share of the Common Stock, less the then fair market
value (as determined by the board of directors of the Company, whose
determination shall be conclusive, and described in a statement, which will have
the applicable resolutions of the board of directors attached thereto, filed
with the Company) of the portion of the assets or evidences of indebtedness or
shares so distributed or of such subscription rights or warrants applicable to
one share of the Common Stock. Such adjustment shall be made whenever any such
distribution is made and shall become effective retroactively immediately after
the record date for the determination of stockholders entitled to receive such
distribution.
(d) If the Common Stock issuable upon the conversion of the
Option shall be changed into the same or a different number of shares of any
class or classes of stock, whether by capital reorganization, reclassification
or otherwise (other than a subdivision or combination of shares or stock
dividend provided for above, or a reorganization, merger, consolidation or sale
of assets provided for in this Section 3), then, and in each such event, the
Holder of this Option shall have the right thereafter to convert such Option
into the kind and amount of shares of Common Stock and other securities and
property receivable upon such reorganization,
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<PAGE>
reclassification, or other change by the Holders of the number of shares of
Common Stock into which such Option might have been converted, as reasonably
determined by the Company's board of directors, immediately prior to such
reorganization, reclassification, or change, all subject to further adjustment
as provided herein.
(e) If at any time or from time to time there shall be a
capital reorganization of the Common Stock (other than a subdivision,
combination, reclassification or exchange of shares provided for elsewhere in
this Section 3) or a merger or consolidation of the Company with or into another
corporation, or the sale of all or substantially all of the Company's properties
and assets to any other person, then, as a part of such reorganization, merger,
consolidation or sale, provision shall be made as reasonably determined by the
Company's board of directors so that the Holder of the Option shall thereafter
be entitled to receive upon conversion of such Option, the number of shares of
stock or other securities or property of the Company or of the successor
corporation resulting from such merger or consolidation or sale, to which a
holder of Common Stock deliverable upon conversion would have been entitled on
such capital reorganization, merger, consolidation or sale.
(f) The adjustments provided for in this Section 3 are
cumulative and shall apply to successive divisions, subdivisions, reductions,
combinations, consolidations, issues, distributions or other events contemplated
herein resulting in any adjustment under the provisions of this section,
provided that, notwithstanding any other provision of this section, no
adjustment of the Purchase Price shall be required unless such adjustment would
require an increase or decrease of at least 1% in the Purchase Price then in
effect; provided, however, that any adjustments which by reason of this
subsection (h) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment.
(g) Notwithstanding Sections 3(b) and (c) above, no adjustment
shall be made in the Purchase Price if provision is made for the Holder of this
Option to participate in such distribution as if they had converted all of the
principal balance of the Option into shares of common stock at the Purchase
Price in effect immediately prior to such distribution.
(h) Upon each adjustment of the Purchase Price, the Company
shall give prompt written notice thereof addressed to the registered Holders at
the address of such Holders as shown on the records of the Company, which notice
shall state the Purchase Price resulting from such adjustment and the increase
or decrease, if any, in the number of shares issuable upon the conversion of
such Holder's Option, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.
(i) In the event of any question arising with respect to the
adjustments provided for in this Section 3, such question shall be conclusively
determined by an opinion of independent certified public accountants appointed
by the Company (who may be the auditors
4
<PAGE>
of the Company) and acceptable to the Holder of this Option. Such accountants
shall have access to all necessary records of the Company, and such
determination shall be binding upon the Company and the Option Holder.
(j) The Company may in its sole discretion and without any
obligation to do so reduce the Purchase Price then in effect by giving 15 days'
written notice to the Holders. The Company may limit such reduction as to its
temporal duration or may impose other conditions thereto in its sole discretion.
(k) Notwithstanding any language to the contrary contained
herein, the provisions of this Section 3, including all the subsections hereto,
shall not be applicable, triggered, effective or enforceable with respect to
Common Stock issued by the Company pursuant to any stock option plans, Common
Stock issued pursuant to options or warrants outstanding as of the Effective
Date, and Common Stock issued by the Company to Holder, all of said shares being
hereby expressly excluded from the provisions of this Section 3.
4. Restriction on Transfer.
(a) The Holder, by its acceptance hereof, represents,
warrants, covenants and agrees that (i) the Holder has knowledge of the business
and affairs of the Company, and (ii) this Option and the Shares issuable upon
the exercise of this Option are being acquired for investment and not with a
view to the distribution hereof and that absent an effective registration
statement under the Securities Act of 1933 covering the disposition of this
Option or the Shares issued or issuable upon exercise of this Option, they will
not be sold, transferred, assigned, hypothecated or otherwise disposed of
without first providing the Company with an opinion of counsel (which may be
counsel for the Company) or other evidence, reasonably acceptable to the
Company, to the effect that such sale, transfer, assignment, hypothecation or
other disposal will be exempt from the registration and prospectus delivery
requirements of the Securities Act of 1933 and the registration or qualification
requirements of any applicable state securities laws. The Holder consents to the
making of a notation in the Company's records or giving to any transfer agent of
the Option or the Shares an order to implement such restriction on
transferability.
This Option shall bear the following legend or a legend of
similar import, provided, however, that such legend shall be removed, or not
placed upon the Option if such legend is no longer necessary to assure
compliance with the Securities Act of 1933, as amended:
THESE SECURITIES AND THE SHARES ISSUABLE UPON THEIR EXERCISE
HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BECAUSE THEY ARE BELIEVED
TO BE EXEMPT FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE ACT.
THIS OPTION IS "RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. UPON EXERCISE OF THIS OPTION, AND CERTIFICATION
5
<PAGE>
BY THE HOLDER THAT IT IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S) AND THAT
THIS OPTION IS NOT BEING EXERCISED ON BEHALF OF A U.S. PERSON, AND PROVIDED THAT
THE DELIVERY OF THE SHARES PURCHASED IS MADE OUTSIDE THE UNITED STATES, THE
"RESTRICTED PERIOD" FOR THE SHARES FOR PURPOSES OF REGULATION S SHALL BE DEEMED
TO COMMENCE ON THE EFFECTIVE DATE.
5. Payment of Taxes. All Shares issued upon the exercise of this Option
shall be validly issued, fully paid and non-assessable and the Company shall pay
all taxes and other governmental charges (other than income tax) that may be
imposed in respect of the issue or delivery thereof. The Company shall not be
required, however, to pay any tax or other charge imposed in connection with any
transfer involved in the issue of any certificate for Shares in any name other
than that of the Holder surrendered in connection with the purchase of such
Shares, and in such case the Company shall not be required to issue or deliver
any stock certificate until such tax or other charge has been paid or it has
been established to the Company's satisfaction that no tax or other charge is
due.
6. Reservation of Common Stock. The Company shall at all times reserve
and keep available out of its authorized but unissued shares of Common Stock,
solely for the purpose of issuance upon the exercise of this Option, such number
of shares of Common Stock as shall be issuable upon the exercise hereof. The
Company covenants and agrees that, upon exercise of this Option and payment of
the Purchase Price thereof, all Shares of Common Stock issuable upon such
exercise shall be duly and validly issued, fully paid and non-assessable.
7. Notices to Holder. Nothing contained in this Option shall be
construed as conferring upon the Holder hereof the right to vote or to consent
or to receive notice as a shareholder in respect of any meetings of shareholders
for the election of directors or any other matter or as having any rights
whatsoever as a shareholder of the Company. All notices, requests, consents and
other communications hereunder shall be in writing and shall be deemed to have
been duly made when delivered or mailed by registered or certified mail, postage
prepaid, return receipt requested:
(a) If to the Holder, to the address of such Holder as
shown on the books of the Company; or
(b) If to the Company, to the address set forth in Section
2(b) hereof.
8. Replacement of Option. Upon receipt of evidence reasonably
satisfactory to the Company of the ownership of and the loss, theft, destruction
or mutilation of this Option and (in case of loss, theft or destruction) upon
delivery of an indemnity agreement in an amount reasonably satisfactory to the
Company, or (in the case of mutilation) upon surrender and cancellation of the
mutilated Option, the Company will execute and deliver, in lieu thereof, a new
Option of like tenor.
6
<PAGE>
9. Successors. All the covenants, agreements, representations
and warranties contained in this Option shall bind the parties hereto
and their respective heirs, executors, administrators, distributees,
successors and assigns.
10. Change; Waiver. Neither this Option nor any term hereof
may be changed, waived, discharged or terminated orally but only by
an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought.
11. Headings. The section headings in this Option are inserted
for purposes of convenience only and shall have no substantive
effect.
12. Law Governing. This Option shall for all purposes be
construed and enforced in accordance with, and governed by, the
internal laws of the State of California, without giving effect to
principles of conflict of laws.
IN WITNESS WHEREOF, the Company has caused this Option to be signed by
its duly authorized officer and this Option to be dated as of the date first
above written.
VIKING BROADCASTING CORPORATION
By:
Name:
Title:
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<PAGE>
EXHIBIT A
SUBSCRIPTION FORM
(To be Executed by the Registered Holder
in order to Exercise the Option)
The undersigned hereby irrevocably elects to exercise the right to
purchase ________ of the Shares covered by this Option according to the
conditions hereof and herewith makes payment of the Purchase Price of such
Shares in full.
The undersigned represents that it is not a U. S. Person as
defined in the Option and is not exercising the Option on behalf of
any U.S. Person.
Signature
Name
Address:
Dated: _________________, 19__.
8
<PAGE>
VIKING BROADCASTING CORPORATION
OPTION TO PURCHASE COMMON STOCK
Dated March 18, 1998
Viking Broadcasting Corporation ("Company") certifies that, for
valuable consideration, receipt of which is hereby acknowledged, the Holder is
entitled to purchase from the Company a number of shares of the Company's Common
Stock set forth in Section 1(h) hereof (the "Shares") at the purchase price set
forth in Section 1(e) hereof.
This Option and the Common Stock issuable upon exercise hereof are
subject to the terms and conditions hereinafter set forth:
1. Definitions. As used in this Option, the following terms
shall mean:
(a) "Common Stock" - the Common Stock, par value $.001 of
the Company.
(b) "Company" - Viking Broadcasting Corporation, a Utah
corporation.
(c) "Effective Date" - March 18, 1998.
(d) "Holder" - Operadora Financiera de Inversiones y
Commercio S.A.
(e) "Purchase Price" - $.20 per share.
(f) "Subscription Form" - The form attached to this Option
as Exhibit "A"
(g) "Option" - This Option and any warrants delivered in
substitution or exchange therefor as provided herein.
(h) "Shares" - 10,000,000 shares of Company Common Stock.
(i) "Expiration Date" - December 31, 2004.
2. Exercise.
(a) Time of Exercise. This Option may be exercised in whole or
in part (but not as to a fractional shares) at the office of the Company, at any
time or from time to time, commencing on the Effective Date, provided, however,
that this Option shall expire and be null and void if not exercised in the
manner herein provided, by 5:00 p.m., Los Angeles time, on the Expiration Date.
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<PAGE>
(b) Manner of Exercise. This Option is exercisable at the
Purchase Price, payable in cash or by check, payable to the order of the
Company, subject to adjustment as provided in Section 3 hereof. Upon surrender
of this Option with the annexed Subscription Form duly executed, together with
payment of the Purchase Price for the Shares purchased (and any applicable
transfer taxes) at the Company's principal executive offices, the Holder shall
be entitled to receive a certificate or certificates for the Shares so
purchased. This Option may not be exercised by any U.S. Person, as defined in
Regulation S promulgated under the Securities Act of 1933, as amended.
(c) Delivery of Stock Certificates. As soon as practicable,
but not exceeding 30 days, after complete or partial exercise of this Option,
the Company, at its expense, shall cause to be issued in the name of the Holder
(or upon payment by the Holder of any applicable transfer taxes, the Holder's
assigns) a certificate or certificates for the number of fully paid and
non-assessable Shares to which the Holder shall be entitled upon such exercise,
together with such other stock or securities or property or combination thereof
to which the Holder shall be entitled upon such exercise, determined in
accordance with Section 3 hereof.
(d) Record Date of Transfer of Shares. Irrespective of the
date of issuance and delivery of certificates for any stock or securities
issuable upon the exercise of this Option, each person (including a corporation
or partnership) in whose name any such certificate is to be issued shall for all
purposes be deemed to have become the holder of record of the stock or other
securities represented thereby immediately prior to the close of business on the
date on which a duly executed Subscription Form containing notice of exercise of
this Option and payment of the Purchase Price is received by the Company.
3. Adjustment of Purchase Price.
The Purchase Price shall be subject to adjustment as follows:
(a) In case the Company shall (i) pay a dividend in shares of
its capital stock (other than an issuance of shares of capital stock to holders
of Common Stock who have elected to receive a dividend in shares in lieu of
cash), (ii) subdivide its outstanding shares of Common Stock, (iii) reduce,
consolidate or combine its outstanding shares of Common Stock into a smaller
number of shares, or (iv) issue by reclassification of its shares of Common
Stock any shares of the Company, the Purchase Price in effect immediately prior
thereto shall be adjusted to that amount determined by multiplying the Purchase
Price in effect immediately prior to such date by a fraction, of which the
numerator shall be the number of shares of Common Stock outstanding on such date
before giving effect to such division, subdivision, reduction, combination or
consolidation or stock dividend and of which the denominator shall be the number
of shares of Common Stock after giving effect thereto. Such adjustment shall be
made successively whenever any such effective date or record date shall occur.
An adjustment made pursuant to this subsection (a)
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<PAGE>
shall become effective retroactively, immediately after the record date in the
case of a dividend and shall become effective immediately after the effective
date in the case of a subdivision, reduction, consolidation, combination or
reclassification.
(b) In case the Company shall issue rights or warrants to all
or substantially all holders of its Common Stock entitling them (for a period
expiring within 45 days after the record date mentioned below) to subscribe for
or purchase shares of Common Stock (or securities convertible into Common Stock)
at a price per share (the "Offering Price") less than the Purchase Price at the
record date mentioned below, the Purchase Price shall be determined by dividing
the Purchase Price in effect immediately prior to such issuance by a fraction of
which the numerator shall be the number of shares of Common Stock outstanding on
the date of issuance of such rights or warrants plus the number of additional
shares of Common Stock offered for subscription or purchase, and of which the
denominator shall be the number of shares of Common Stock outstanding on the
date of issuance of such rights or warrants plus the number of shares which the
aggregate Offering Price of the total number of shares so offered would purchase
at such fair market value. Such adjustment shall be made whenever such rights or
warrants are issued, and shall become effective retroactively, immediately after
the record date for the determination of shareholders entitled to receive such
rights or warrants.
(c) In case the Company shall distribute to all or
substantially all holders of its Common Stock evidences of its indebtedness,
shares of any class of the Company's stock other than Common Stock or assets
(excluding cash dividends) or rights or warrants to subscribe (excluding those
referred to in subsection (b) above), then in each such case the Purchase Price
shall be determined by dividing the Purchase Price in effect immediately prior
to such issuance by a fraction, of which the numerator shall be the Purchase
Price on the date of such distribution and of which the denominator shall be
such fair market value per share of the Common Stock, less the then fair market
value (as determined by the board of directors of the Company, whose
determination shall be conclusive, and described in a statement, which will have
the applicable resolutions of the board of directors attached thereto, filed
with the Company) of the portion of the assets or evidences of indebtedness or
shares so distributed or of such subscription rights or warrants applicable to
one share of the Common Stock. Such adjustment shall be made whenever any such
distribution is made and shall become effective retroactively immediately after
the record date for the determination of stockholders entitled to receive such
distribution.
(d) If the Common Stock issuable upon the conversion of the
Option shall be changed into the same or a different number of shares of any
class or classes of stock, whether by capital reorganization, reclassification
or otherwise (other than a subdivision or combination of shares or stock
dividend provided for above, or a reorganization, merger, consolidation or sale
of assets provided for in this Section 3), then, and in each such event, the
Holder of this Option shall have the right thereafter to convert such
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<PAGE>
Option into the kind and amount of shares of Common Stock and other securities
and property receivable upon such reorganization, reclassification, or other
change by the Holders of the number of shares of Common Stock into which such
Option might have been converted, as reasonably determined by the Company's
board of directors, immediately prior to such reorganization, reclassification,
or change, all subject to further adjustment as provided herein.
(e) If at any time or from time to time there shall be a
capital reorganization of the Common Stock (other than a subdivision,
combination, reclassification or exchange of shares provided for elsewhere in
this Section 3) or a merger or consolidation of the Company with or into another
corporation, or the sale of all or substantially all of the Company's properties
and assets to any other person, then, as a part of such reorganization, merger,
consolidation or sale, provision shall be made as reasonably determined by the
Company's board of directors so that the Holder of the Option shall thereafter
be entitled to receive upon conversion of such Option, the number of shares of
stock or other securities or property of the Company or of the successor
corporation resulting from such merger or consolidation or sale, to which a
holder of Common Stock deliverable upon conversion would have been entitled on
such capital reorganization, merger, consolidation or sale.
(f) The adjustments provided for in this Section 3 are
cumulative and shall apply to successive divisions, subdivisions, reductions,
combinations, consolidations, issues, distributions or other events contemplated
herein resulting in any adjustment under the provisions of this section,
provided that, notwithstanding any other provision of this section, no
adjustment of the Purchase Price shall be required unless such adjustment would
require an increase or decrease of at least 1% in the Purchase Price then in
effect; provided, however, that any adjustments which by reason of this
subsection (h) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment.
(g) Notwithstanding Sections 3(b) and (c) above, no adjustment
shall be made in the Purchase Price if provision is made for the Holder of this
Option to participate in such distribution as if they had converted all of the
principal balance of the Option into shares of common stock at the Purchase
Price in effect immediately prior to such distribution.
(h) Upon each adjustment of the Purchase Price, the Company
shall give prompt written notice thereof addressed to the registered Holders at
the address of such Holders as shown on the records of the Company, which notice
shall state the Purchase Price resulting from such adjustment and the increase
or decrease, if any, in the number of shares issuable upon the conversion of
such Holder's Option, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.
(i) In the event of any question arising with respect to
the adjustments provided for in this Section 3, such question shall
4
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be conclusively determined by an opinion of independent certified public
accountants appointed by the Company (who may be the auditors of the Company)
and acceptable to the Holder of this Option. Such accountants shall have access
to all necessary records of the Company, and such determination shall be binding
upon the Company and the Option Holder.
(j) The Company may in its sole discretion and without any
obligation to do so reduce the Purchase Price then in effect by giving 15 days'
written notice to the Holders. The Company may limit such reduction as to its
temporal duration or may impose other conditions thereto in its sole discretion.
(k) Notwithstanding any language to the contrary contained
herein, the provisions of this Section 3, including all the subsections hereto,
shall not be applicable, triggered, effective or enforceable with respect to
Common Stock issued by the Company pursuant to any stock option plans, Common
Stock issued pursuant to options or warrants outstanding as of the Effective
Date, and Common Stock issued by the Company to Holder, all of said shares being
hereby expressly excluded from the provisions of this Section 3.
4. Restriction on Transfer.
(a) The Holder, by its acceptance hereof, represents,
warrants, covenants and agrees that (i) the Holder has knowledge of the business
and affairs of the Company, and (ii) this Option and the Shares issuable upon
the exercise of this Option are being acquired for investment and not with a
view to the distribution hereof and that absent an effective registration
statement under the Securities Act of 1933 covering the disposition of this
Option or the Shares issued or issuable upon exercise of this Option, they will
not be sold, transferred, assigned, hypothecated or otherwise disposed of
without first providing the Company with an opinion of counsel (which may be
counsel for the Company) or other evidence, reasonably acceptable to the
Company, to the effect that such sale, transfer, assignment, hypothecation or
other disposal will be exempt from the registration and prospectus delivery
requirements of the Securities Act of 1933 and the registration or qualification
requirements of any applicable state securities laws. The Holder consents to the
making of a notation in the Company's records or giving to any transfer agent of
the Option or the Shares an order to implement such restriction on
transferability.
This Option shall bear the following legend or a legend of
similar import, provided, however, that such legend shall be removed, or not
placed upon the Option if such legend is no longer necessary to assure
compliance with the Securities Act of 1933, as amended:
THESE SECURITIES AND THE SHARES ISSUABLE UPON THEIR EXERCISE
HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BECAUSE THEY ARE BELIEVED
TO BE EXEMPT FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE ACT.
THIS OPTION IS "RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS
PERMITTED UNDER THE
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SECURITIES ACT OF 1933, AS AMENDED PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. UPON EXERCISE OF THIS OPTION, AND CERTIFICATION BY THE HOLDER THAT IT
IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S) AND THAT THIS OPTION IS NOT
BEING EXERCISED ON BEHALF OF A U.S. PERSON, AND PROVIDED THAT THE DELIVERY OF
THE SHARES PURCHASED IS MADE OUTSIDE THE UNITED STATES, THE "RESTRICTED PERIOD"
FOR THE SHARES FOR PURPOSES OF REGULATION S SHALL BE DEEMED TO COMMENCE ON THE
EFFECTIVE DATE.
5. Payment of Taxes. All Shares issued upon the exercise of this Option
shall be validly issued, fully paid and non-assessable and the Company shall pay
all taxes and other governmental charges (other than income tax) that may be
imposed in respect of the issue or delivery thereof. The Company shall not be
required, however, to pay any tax or other charge imposed in connection with any
transfer involved in the issue of any certificate for Shares in any name other
than that of the Holder surrendered in connection with the purchase of such
Shares, and in such case the Company shall not be required to issue or deliver
any stock certificate until such tax or other charge has been paid or it has
been established to the Company's satisfaction that no tax or other charge is
due.
6. Reservation of Common Stock. The Company shall at all times reserve
and keep available out of its authorized but unissued shares of Common Stock,
solely for the purpose of issuance upon the exercise of this Option, such number
of shares of Common Stock as shall be issuable upon the exercise hereof. The
Company covenants and agrees that, upon exercise of this Option and payment of
the Purchase Price thereof, all Shares of Common Stock issuable upon such
exercise shall be duly and validly issued, fully paid and non-assessable.
7. Notices to Holder. Nothing contained in this Option shall be
construed as conferring upon the Holder hereof the right to vote or to consent
or to receive notice as a shareholder in respect of any meetings of shareholders
for the election of directors or any other matter or as having any rights
whatsoever as a shareholder of the Company. All notices, requests, consents and
other communications hereunder shall be in writing and shall be deemed to have
been duly made when delivered or mailed by registered or certified mail, postage
prepaid, return receipt requested:
(a) If to the Holder, to the address of such Holder as
shown on the books of the Company; or
(b) If to the Company, to the address set forth in Section
2(b) hereof.
8. Replacement of Option. Upon receipt of evidence reasonably
satisfactory to the Company of the ownership of and the loss, theft,
destruction or mutilation of this Option and (in case of loss, theft
or destruction) upon delivery of an indemnity agreement in an amount
reasonably satisfactory to the Company, or (in the case of
mutilation) upon surrender and cancellation of the mutilated Option,
6
<PAGE>
the Company will execute and deliver, in lieu thereof, a new Option
of like tenor.
9. Successors. All the covenants, agreements, representations
and warranties contained in this Option shall bind the parties hereto
and their respective heirs, executors, administrators, distributees,
successors and assigns.
10. Change; Waiver. Neither this Option nor any term hereof
may be changed, waived, discharged or terminated orally but only by
an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is
sought.
11. Headings. The section headings in this Option are inserted
for purposes of convenience only and shall have no substantive
effect.
12. Law Governing. This Option shall for all purposes be
construed and enforced in accordance with, and governed by, the
internal laws of the State of California, without giving effect to
principles of conflict of laws.
IN WITNESS WHEREOF, the Company has caused this Option to be signed by
its duly authorized officer and this Option to be dated as of the date first
above written.
VIKING BROADCASTING CORPORATION
By:
Name:
Title:
7
<PAGE>
EXHIBIT A
SUBSCRIPTION FORM
(To be Executed by the Registered Holder
in order to Exercise the Option)
The undersigned hereby irrevocably elects to exercise the right to
purchase ________ of the Shares covered by this Option according to the
conditions hereof and herewith makes payment of the Purchase Price of such
Shares in full.
The undersigned represents that it is not a U. S. Person as
defined in the Option and is not exercising the Option on behalf of
any U.S. Person.
Signature
Name
Address:
Dated: _________________, 19__.
Acquisition Agreement
This acquisition agreement (the "Agreement") dated and effective as of the 24th
day of March, 1998, is made between:
MEDITECNIC, INC., a corporation organized and existing under the laws of Nevada,
USA with address 24901 Dana Point Harbor Drive, Suite 200, Dana Point,
California 92629, U.S.A.
and
MEDITECNIC S.A. a corporation organized and existing under the laws of
Switzerland, with
address c/Aurefind S.A., 2 rue de Lancy, Case postale 117, 1211 Geneva 25
(the "Company").
Recitals
On August 1, 1994, a joint development agreement was signed by and between KERR
CORPORATION, a corporation organized and existing under the laws of Delaware,
U.S.A.
("KERR") and MEDITECNIC S.A. a corporation organized and existing under the laws
of
Switzerland ("MEDITEC") (exhibit 1).
KERR is a subsidiary of SYBRON INTERNATIONAL CORPORATION, a U.S. public
Corporation organized and existing under the laws of Wisconsin.
MEDITEC S.A. was until October 23 and November 19, 1996 owner of all patents
concerned by the Agreement. On October 23 and November 19, 1996 said Patents
were sold to MEDITECNIC s.r.l., a corporation organized and existing under the
laws of Italy.
On February 19, 1997, KERR Corporation, MEDITEC S.A. and MEDITECNIC, s.r.l.
signed and
Amendment to Joint Development agreement (exhibit 2).
On February 19, 1997, SYBRON DENTAL SPECIALTIES, a corporation organized and
existing
under the laws of Delaware, U.S.A. and MEDITECNIC s.r.l. signed a license
agreement (exhibit
3).
SYBRON DENTAL SPECIALTIES is also a subsidiary of SYBRON INTERNATIONAL
CORPORATION.
On January 14, 1998, the Company acquired from MEDITECNIC s.r.l. the following
patents, all concerned by the above mentioned license agreement.
Patent CN No. 685.862
Patent JP No. 4-502426
Patent CA No. 2.078.325
Patent AT No. 0521119
Patent BE No. 0521119
Patent DE No. 0521119
<PAGE>
Patent ES No. 0521119
Patent FR No. 0521119
Patent GB No. 0521119
Patent IT No. 0521119
Patent NL No. 0521119
Patent SE No. 0521119
Patent CH No. 0521119
Patent CH No. 684.738
Patent CH No. 0299919
Patent US No. 4.993.947
Patent JP No. 2555157
Patent CA No. 1307411
Patent CH No. 685.852
Patent CA No. 2.079.528
Patent JP No. 4-276875
Patent US No. 5295828
Patent AT No. 0538200
Patent BE No. 0538200
Patent DE No. 0538200
Patent ES No. 0538200
Patent FR No. 0538200
Patent GB No. 0538200
Patent IT No. 0538200
Patent NL No. 0538200
Patent SE No. 0538200
Patent CH No. 0538200
Simultaneously, the Company was assigned all the rights and obligations of
MEDITECNIC s.r.l. under the License Agreement signed and effective of February
19, 1997, between SYBRON DENTAL SPECIALTIES and MEDITECNIC s.r.l.
MEDITECNIC INC. is interested in the acquisition of the above mentioned patents
and to be
assigned all the rights and obligations of MEDITECNIC S.A. under the license
agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants set forth
in this agreement, the parties agree as follows:
1. MEDITECNIC S.A. transfers and assigns to MEDITECNIC INC.
A. The following patents
Patent CN No. 685.862
Patent JP No. 4-502426
Patent CA No. 2.078.325
Patent AT No. 0521119
Patent BE No. 0521119
<PAGE>
Patent DE No. 0521119
Patent ES No. 0521119
Patent FR No. 0521119
Patent GB No. 0521119
Patent IT No. 0521119
Patent NL No. 0521119
Patent SE No. 0521119
Patent CH No. 0521119
Patent CH No. 684.738
Patent CH No. 0299919
Patent US No. 4.993.947
Patent JP No. 4-276875
Patent JP No. 2555157
Patent CA No. 1307411
Patent CH No. 685.852
Patent CA No. 2.079.528
Patent US No. 5295828
Patent AT No. 0538200
Patent BE No. 0538200
Patent DE No. 0538200
Patent ES No. 0538200
Patent FR No. 0538200
Patent GB No. 0538200
Patent IT No. 0538200
Patent NL No. 0538200
Patent SE No. 0538200
Patent CH No. 0538200
B. All the rights and obligations under the license agreement
signed by
MEDITECNIC s.r.l and SYBRON DENTAL SPECIALTIES on February 19,
1997.
2. These acquisitions are effective on March 24, 1998.
3. The acquisition price is agreed at CHF 950,000, payable in two
installments:
CHF 75,000 on April 15, 1998
CHF 875,000 on July 15, 1998
4. The Company commits itself to pay off and settle all still
existing Meditec S.A.'s creditors. The Company will deduct the
half of the payed amount to the Meditec S.A.'s Creditors from
the amount due by itself to Meditecnic s.r.l.
5. This agreement shall be governed by and construed as having
made in and under
the laws of Nevada U.S.A., without regard to conflict of Laws.
<PAGE>
IN WITNESS WHEREOF, the parties have signed this agreement to be effective as of
the date written above.
MEDITECNIC S.A.
/s/ Roland Farine
Name: Roland Farine
Title: Director, President
By: /s/Luc Badel
Name: Luc Badel
Title: Director, Secretary
MEDITECNIC INC.
By: /s/Pierre Chamay
Name: Pierre Chamay
Title: Director, President
By: /s/Finn Robert-Tissot
Name: Finn Robert-Tissot
Title:Director, Secretary
<PAGE>
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