U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event
reported): October 21, 1999
TechLite, Inc.
(Exact name of registrant as specified in its charter)
Oklahoma 333-68071 73-1522114
------------- ------------------------ -------------
(state of (Commission File Number) (IRS Employer
incorporation) I.D. Number)
6106 East 32nd Place, Suite 101
Tulsa, OK 74135
918-664-1441
-----------------------------------------------------------
(Address and telephone number of registrant's principal
executive offices and principal place of business)
4334 Northwest Expressway, Suite 202
Oklahoma City, OK 73116
405-840-1585
----------------------------------------------------------
(Former name or address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets
TechLite, Inc. (the "Company") effected a merger on October 21, 1999 with
TechLite Applied Sciences, Inc. pursuant to approving votes of the shareholders
of both corporations. The Company's shareholder vote occurred on September 17,
1999. TechLite Applied Sciences, Inc.'s shareholder vote occurred on October 18,
1999.
For details of the merger, the Company incorporates by reference the
Prospectus-Proxy Statement contained in its Amendment No. 4 to Form S-4
Registration Statement filed September 10, 1999 (Commission File 333- 68137).
Item 4. Change in Registrant's Certifying Accountant
On October 22, 1999 TechLite, Inc.'s (the "Company's") principal
independent accountant, Hogan & Slovacek of Oklahoma City, Oklahoma, resigned.
Its reports on the Company's financial statements from inception onward
contained no adverse opinions or disclaimers of opinions and were not modified
as to uncertainty, audit scope or accounting principles. There were no
disagreements with Hogan & Slovacek, whether or not resolved, on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to Hogan & Slovacek's satisfaction,
would have caused it to make reference to the subject matter of the
disagreements in connection with its reports.
On October 22, 1999 the Company engaged new principal independent
accountants, Causon & Westhoff Certified Public Accountants, P.C. of Tulsa,
Oklahoma, to audit the Company's financial statements.
The change in the Company's certifying accountants was made solely in
connection with the change of the Company's principal place of business from
Oklahoma City, Oklahoma to Tulsa, Oklahoma. The engagement of the new accounting
firm was made by the officers of the Company without the prior approval of the
board of directors or any committee of the board of directors, but a majority of
the directors advised the officers that the engagement would be approved at the
next directors' meeting.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
-------------------------------------------
The below financial statements are those of TechLite Applied
Sciences, Inc., the acquired company.
(b) Pro forma financial information.
-------------------------------
The below pro forma statements reflect the Company's merger on
October 21, 1999, with TechLite Applied Sciences, Inc. Pursuant to the Company's
Amendment No. 4 to Form S-4 Registration Statement, effective September 13, 1999
(Commission File No. 333-68137), covering the merger, the historical financial
statements of the Company are those of TechLite Applied Sciences, Inc. The
audited financial statements of the Company for the year ended December 31,
1999, will be filed with the Company's Form 10- KSB on or before March 30, 2000.
2
<PAGE>
Causon & Westhoff
Certified Public Accountants, P.C.
15 West 6th St., Suite 2310
Tulsa, Oklahoma 74119
(918)382-7000
fax (918) 382-7005
Independent Accountants' Report
-------------------------------
Board of Directors
TechLite Applied Sciences, Inc.
Tulsa, Oklahoma
We have audited the accompanying balance sheets of TECHLITE APPLIED SCIENCES,
INC. as of January 31, 1999 and 1998, and the related statements of income,
statements of changes in stockholders' equity, and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of TECHLITE APPLIED SCIENCES, INC.
as of January 31, 1999 and 1998, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
As discussed in Note 8 and Note 10 to the financial statements, the Company's
January 31, 1998 financial statements have been revised to reflect $260,705 of
additional compensation expense associated with a debt to equity conversion
which occurred during the year ended January 31, 1998. The Company's January 31,
1999 financial statements have been revised to reflect $194,396 of additional
expense associated with development of the Company's presence in Brazil.
Tulsa, Oklahoma
April 27, 1999, except for Note 8 and Note 10, as to which the date is August 5,
1999.
3
<PAGE>
TECHLITE APPLIED SCIENCES, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
At July 31 At January 31
------------ ------------------------------
1999 1999 1998
------------ ------------- -------------
(Unaudited)
ASSETS
<S> <C> <C> <C>
Cash 24,348 19,162 -
Accounts receivable 1,153,626 831,822 416,809
Inventory 37,931 41,185 46,378
Property & equipment
Equipment 205,815 162,058 94,515
Furniture and fixtures 32,108 24,045 20,767
Building and land 400,000 400,000 -
Leasehold improvements 56,227 52,252 44,323
Autos and trucks 213,360 191,790 108,900
------------ ------------- -------------
907,510 830,145 268,505
Less accumulated depreciation 198,774 148,665 84,028
------------ ------------- -------------
708,736 681,480 184,477
------------ ------------- -------------
Other assets, net 6,356 7,240 10,943
------------ ------------- -------------
Total Assets 1,930,997 1,580,889 658,607
============ ============= =============
LIABILITIES
Bank overdraft - - 10,191
Accounts payable 888,740 380,543 312,048
Accrued wages 8,998 29,132 31,445
Taxes payable 196,367 97,110 212,521
Billings in excess of costs and estimated
earnings on uncompleted contracts 15,944 96,337 330,074
Notes payable 1,693,846 1,341,011 159,595
Other liabilities 83,347 58,665 33,055
------------ ------------- -------------
Total Liabilities 2,887,242 2,002,798 1,088,929
------------ ------------- -------------
EQUITY
Common stock, $.001 par value 2,210 2,210 2,204
Paid-in-capital 1,378,048 1,378,048 1,264,197
Retained earnings(deficit) (2,336,503) (1,802,167) (1,696,723)
------------ ------------- -------------
Total Equity (956,245) (421,909) (430,322)
------------ ------------- -------------
Total Liabilities & Equity 1,930,997 1,580,889 658,607
============ ============= =============
</TABLE>
See Notes to Financial Statements
4
<PAGE>
TECHLITE APPLIED SCIENCES, INC.
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Six Months Ended
July 31 Years Ended January 31
------------------------------- -------------------------------
1999 1998 1999 1998
-------------- ------------- ------------- --------------
(Unaudited)
<S> <C> <C> <C> <C>
Contract revenue earned 1,776,564 2,589,042 4,646,858 1,714,514
Cost of revenue earned 1,294,912 1,843,989 3,288,204 1,516,927
-------------- ------------- ------------- --------------
Gross profit 481,652 745,053 1,358,654 197,587
General & administrative expenses 1,032,159 413,055 1,472,865 1,191,468
-------------- ------------- ------------- --------------
Income(Loss) from operations (550,507) 331,998 (114,211) (993,881)
Other income 16,171 0 8,767 2,962
-------------- ------------- ------------- --------------
Income(Loss) before taxes (534,336) 331,998 (105,444) (990,919)
Provision for income taxes 0 0 0 0
-------------- ------------- ------------- --------------
Net Income(Loss) (534,336) 331,998 (105,444) (990,919)
============== ============= ============= ==============
Net Income(Loss) per common share (0.24) 0.15 (0.05) (0.45)
============== ============= ============= ==============
</TABLE>
See Notes to Financial Statements
5
<PAGE>
TECHLITE APPLIED SCIENCES, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
July 31 Years Ended January 31
------------------------------- -------------------------------
1999 1998 1999 1998
-------------- ------------- ------------- --------------
(Unaudited)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (534,336) 331,998 (105,444) (990,919)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 53,741 23,868 68,269 44,678
Deemed expense on debt to equity conversion 260,705
Decrease (increase) in contract receivables (321,804) 396,789 (404,420) (294,171)
Decrease (increase) in inventory 3,254 (905) 5,193 (24,073)
Decrease (increase) in other assets/receivables (2,748) (80,288) (10,522) 17,202
Net increase (decrease) in billings related to
costs and estimated earnings on
uncompleted contracts (80,393) (430,108) (233,737) 14,293
Increase (decrease) in accounts payable 508,197 (34,679) 58,304 32,579
Increase (decrease) in other accrued liabilities 103,805 (196,728) (92,114) 153,346
-------------- ------------- ------------- --------------
Net cash provided by operating activities (270,284) 9,947 (714,471) (786,360)
-------------- ------------- ------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of equipment (77,365) (25,372) (561,640) (133,870)
-------------- ------------- ------------- --------------
Net cash used in investing activities (77,365) (25,372) (561,640) (133,870)
-------------- ------------- ------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principle payments on notes payable (863,356) (29,592) (394,815) (47,236)
New borrowings 1,216,191 0 1,576,231 128,427
Sale of stock 0 89,499 113,857 688,767
-------------- ------------- ------------- --------------
Net cash used in financing activities 352,835 59,907 1,295,273 769,958
-------------- ------------- ------------- --------------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 5,186 44,482 19,162 (150,272)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 19,162 0 0 150,272
-------------- ------------- ------------- --------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD 24,348 44,482 19,162 0
============== ============= ============= ==============
</TABLE>
See Notes to Financial Statements
6
<PAGE>
TECHLITE APPLIED SCIENCES, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional
Common Paid-in Retained
Stock Capital Earnings Total
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
BALANCE, JANUARY 31, 1997 480 - (705,804) (705,324)
NET INCOME(LOSS) - - (990,919) (990,919)
SALE OF STOCK 938 687,829 - 688,767
DEBT/EQUITY CONVERSION 786 576,368 - 577,154
--------------------------------------------------------------------
BALANCE, JANUARY 31, 1998 2,204 1,264,197 (1,696,723) (430,322)
NET INCOME(LOSS) - - (105,444) (105,444)
SALE OF STOCK 6 113,851 - 113,857
--------------------------------------------------------------------
BALANCE, JANUARY 31, 1999 2,210 1,378,048 (1,802,167) (421,909)
(Unaudited)
NET INCOME(LOSS) - - (534,336) (534,336)
SALE OF STOCK - - - -
--------------------------------------------------------------------
BALANCE, JULY 31, 1999 2,210 1,378,048 (2,336,503) (956,245)
====================================================================
</TABLE>
See Notes to Financial Statements
7
<PAGE>
TECHLITE APPLIED SCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 1999 AND 1998
NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Nature of Operations
- --------------------
The Company is organized as an Oklahoma corporation located in Tulsa,
Oklahoma. The Company is an energy efficient lighting specialist primarily
engaged in performing retrofits of lighting systems in commercial, educational
and healthcare facilities. The work is performed primarily under fixed-price
contracts. The length of the contracts vary, typically between 1 and 18 months.
Revenue Recognition
- -------------------
Revenues from fixed-price construction contracts are recognized on the
percentage-of-completion method, measured by the percentage of costs incurred to
date to estimated total costs for each contract. This method is used because the
Company considers expended costs to be the best available measure of progress on
these contracts. Because of the inherent uncertainties in estimating costs, it
is at least reasonably possible that the estimates used will change within the
near term.
Cost Recognition
- ----------------
Contract costs include all direct material, labor, and equipment costs and
those indirect costs related to contract performance such as indirect labor,
supplies, and tool costs. Provisions for estimated losses on uncompleted
contracts are made in the period in which such losses are determined. Changes in
job performance, job conditions, estimated profitability, including those
arising from contract penalty provisions, and final contract settlements may
result in revisions to costs and income and are recognized in the period in
which the revenues are determined.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally
accepted accounting principles require management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.
8
<PAGE>
TECHLITE APPLIED SCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 1999 AND 1998
NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)
Depreciation
- ------------
Furniture and equipment are depreciated using the straight-line method over
the estimated useful life of each asset, which is generally from five to seven
years.
Income Taxes
- ------------
Provisions for income taxes are based on taxes payable or refundable for
the current year and deferred taxes on temporary differences between the amount
of taxable income and pretax financial income and between the tax bases of
assets and liabilities and their reported amounts in the financial statements.
Deferred tax assets and liabilities are included in the financial statements at
currently enacted income tax rates applicable to the period in which the
deferred tax assets and liabilities are expected to be realized or settled as
prescribed in FASB Statement No. 109, Accounting for Income Taxes. A valuation
allowance is established to reduce deferred tax assets if it is more likely than
not that a deferred tax asset will not be realized, as explained in Note 6. As
changes in tax laws or rates are enacted, deferred tax assets and liabilities
are adjusted through the provision for income taxes.
NOTE 2: CONTRACT RECEIVABLES
<TABLE>
<CAPTION>
Contract receivables consist of:
1999 1998
Billed ---- ----
<S> <C> <C>
Completed contracts $ 135,516 $ 106,596
Contracts in progress 685,713 310,213
--------- ---------
$ 821,229 $ 416,809
========= =========
</TABLE>
Subsequent to January 31, 1999, approximately $800,000 was collected on the
outstanding receivable balance.
9
<PAGE>
TECHLITE APPLIED SCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 1999 AND 1998
NOTE 3: COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS
Costs, estimated earnings, and billings on uncompleted contracts are summarized
as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Costs incurred on uncompleted contracts $ 3,066,461 $ 163,551
Estimated earnings 1,237,926
----------- -----------
40,888
4,304,387 204,439
Billings to date 4,400,724 534,513
----------- -----------
$ (96,337) $ (330,074)
=========== ===========
Included in the accompanying balance sheet under
the following captions:
Billings in excess of costs and estimated
earnings on uncompleted contracts $ 96,337 $ 330,074
=========== ===========
</TABLE>
NOTE 4: PROPERTY AND EQUIPMENT
Property and equipment consist of buildings, vehicles, equipment, furniture
and leasehold improvements. The vehicles and equipment are depreciated over five
years, furniture is depreciated over seven years, leasehold improvements are
depreciated over ten years and buildings are depreciated over 25 years.
Accumulated depreciation is summarized as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Buildings $ 6,667 $
Vehicles 64,199 36,030
Equipment 61,756 39,392
Furniture 9,641 6,759
Leasehold improvements
---------- ---------
6,402 1,847
---------- ---------
$ 148,665 $ 84,028
========= =========
</TABLE>
10
<PAGE>
TECHLITE APPLIED SCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 1999 AND 1998
NOTE 5: NOTES PAYABLE
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Unsecured notes payable, due on demand, at 10% $ 76,262 $ 100,563
Notes payable to banks, collateralized by
equipment, due in monthly installments plus
interest through March 2000, at 10% to 12% 121,682 49,607
Unsecured line of credit, at 13.75% 49,500
Line of credit, secured by accounts receivable, at 673,463
12%
Notes payable, building and land, due in monthly
installments plus interest through 2014, at 9% 397,713
------------ ----------
1,318,620 150,170
Accrued interest 22,391 9,425
------------ ----------
$ 1,341,011 $ 159,595
============ ==========
</TABLE>
<TABLE>
<CAPTION>
Aggregate annual maturities of debt at January 31, 1999, are:
<S> <C>
2000 $ 933,776
2001 14,945
2002 15,923
2003 17,439
2004 19,099
Thereafter 317,438
----------
$1,318,620
==========
</TABLE>
The Company has a $750,000 revolving line of credit which is secured by the
Company's uncollected invoices. As work is completed and invoices are submitted
for payment, the Company may place the uncollected invoices as collateral with
the lending institution. The Company may then access the line of credit for an
amount not to exceed 90% of the amount of the invoice. When the invoice is
collected, the proceeds are deposited into the Company's account. The Company
then pays off the outstanding debt on the line of credit associated with the
collected invoice. The risk of collecting the invoice remains with the Company
at all times. The outstanding debt associated with this secured line of credit
was $673,463 at January 31, 1999.
11
<PAGE>
TECHLITE APPLIED SCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 1999 AND 1998
NOTE 6: INCOME TAXES AND DEFERRED INCOME TAXES
Based on the Company's significant net operating losses it appears it is
more likely than not that the deferred tax asset created by the net operating
losses may not be realized. Therefore, a 100% allowance has been applied to the
net deferred tax asset.
There is no provision for income taxes included in these financial
statements. The net operating losses will be carried forward.
A reconciliation of the income tax expense (refund) at the statutory rate
to income tax expense at the Company's effective tax rate is shown below:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Computed at the statutory rate of 34% $ 30,244 $ (248,272)
Increase (decrease) in tax resulting from:
Net operating loss carryforward (30,244) 248,272
--------- -----------
$ 0 $ 0
========= ===========
</TABLE>
NOTE 7: OTHER ASSETS
At January 31, 1999 and 1998, the Company recorded $7,240 and $10,943,
respectfully, as other assets. Other assets include costs associated with
internally developed software which is amortized over 4 years.
NOTE 8: DEBT TO EQUITY CONVERSION
During 1993, the Company borrowed funds in conjunction with a private stock
offering. The simultaneous stock purchases and borrowings were evidenced by a
document entitled Stock Sale and Stockholder's Agreement, which gave preemptive
shareholder rights to each person who subscribed for stock and loaned money to
the Company. The Board of Directors of the Company recognized that the
preemptive shareholder rights inhibited any significant expansion of the Company
and prevented it from raising funds from the public through the stock market.
All stockholders recorded at January 31, 1997 were requested to exchange (1)
their promissory notes of the Company and (2) their preemptive shareholder
rights for additional shares of common stock in the Company. Outstanding debt
and accrued interest in the amount of $316,449
12
<PAGE>
TECHLITE APPLIED SCIENCES, INC.
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 1999 AND 1998
NOTE 8: DEBT TO EQUITY CONVERSION (Continued)
was converted to equity as a result of this transaction. Additionally, $260,705
was recorded as compensation expense, as required by EITF Topic D-60, to adjust
for the difference between the debt conversion price and other cash stock sales
made during the same year. The financial statements for the year ended January
31, 1998 have been restated to reflect the increase in compensation expense of
$260,705.
NOTE 9: BACKLOG
The following schedule summarizes changes in backlog on contracts during
the years ended January 31, 1999 and 1998. Backlog represents the amount of
revenue the Company expects to realize from work to be performed on uncompleted
contracts in progress at year end and from contractual agreements on which work
has not yet begun.
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Backlog, beginning of year $ 594,980 $ 823,540
New contracts during the year 3,173,074 1,485,954
Contract adjustments 3,100,581 0
----------- -----------
6,868,635 2,309,494
Less contract revenues earned during the year 4,646,858 1,714,514
----------- -----------
Backlog, end of year $ 2,221,777 $ 594,980
=========== ===========
</TABLE>
The Company entered into additional contracts with estimated revenues of
approximately $201,000 between February 1, 1999 and April 27, 1999.
NOTE 10: SUBSEQUENT EVENTS
Subsequent to April 27, 1999 it was determined that the development costs
associated with developing the Company's presence in Brazil should be expensed
rather than capitalized. The January 31, 1999 financial statements have been
revised to reflect $194,396 of development cost expense.
On October 21, 1999 the Company merged with TechLite, Inc., the surviving
corporation.
13
<PAGE>
The following exhibits are filed as a part of this report.
Exhibit Item
------- ----
3.1 - Certificate of Merger of TechLite Applied Sciences,
Inc. (Terminating Domestic Corporation) and TechLite,
Inc. (Surviving Domestic Corporation)
16 - Letter of Hogan & Slovacek (former accountants) on
change of accountants.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 08, 1999 TechLite, Inc.
By /s/ J.D. Arvidson
------------------------------
J.D. Arvidson, Chief Executive
Officer
14
<PAGE>
TechLite, Inc.
EXHIBIT INDEX (FORM 8-K)
October 21, 1999
Exhibit Item
------- ----
3.1 - Certificate of Merger of TechLite Applied Sciences,
Inc. (Terminating Domestic Corporation) and TechLite,
Inc. (Surviving Domestic Corporation)
16 - Letter of Hogan & Slovacek (former accountants) on
change of accountants
Office of the Secretary of State
State of Oklahoma
(Seal)
CERTIFICATE OF MERGER
WHEREAS,
TECHLITE, INC.
a corporation organized under the laws of the State of OKLAHOMA, has filed in
the office of the Secretary of State duly authenticated evidence of a merger
whereby said corporation is the survivor, as provided by the laws of the State
of Oklahoma.
NOW THEREFORE, I, the undersigned Secretary of State of Oklahoma, by virtue
of the powers vested in me by law do hereby issue this Certificate evidencing
such merger.
IN TESTIMONY WHEREOF, I hereunto set my hand and cause to be affixed the
Great Seal of the State of Oklahoma.
Filed in the City of Oklahoma City
this 21st day of October, 1999.
/s/ Mike Hunter
------------------------------------
Secretary of State
By: /s/ Beth Garner
--------------------------------
Exhibit 3.1
Page 1 of 2 Pages
<PAGE>
FILED
OCT 21 1999
Oklahoma Secretary
of State
Certificate of Merger
Between
TechLite, Inc., the Surviving Corporation
And
TechLite Applied Sciences, Inc.
Pursuant to the provisions of Section 1081C of the Oklahoma General Corporation
act, TechLite, Inc., an Oklahoma corporation, files this Certificate of Merger
as follows:
1. The name and state of incorporation of each of the constituent
corporations are TechLite, Inc., an Oklahoma corporation, and TechLite
Applied Sciences, Inc., an Oklahoma corporation.
2. An agreement of merger has been approved, adopted, certified, executed,
and acknowledged by each of the constituent corporations in accordance
with the provisions of Section 1081 of the Oklahoma General Corporation
Act.
3. The name of the surviving or resulting corporation is TechLite, Inc.
4. The certificate of incorporation of the surviving corporation shall be
TechLite, Inc.'s certificate of incorporation.
5. The executed agreement of merger is on file at the principal place of
business of TechLite, Inc., the address of which is 6106 East 32nd
Place, Suite 101, Tulsa, Oklahoma 74135.
6. A copy of the agreement of merger will be furnished by TechLite, Inc.,
on request and without cost, to any shareholder of any constituent
corporation.
Date: October 18, 1999 TechLite, Inc.
By /s/ Albert L. Welsh
--------------------------
Albert L. Welsh, President
Exhibit 3.1
Page 2 of 2 Pages
HOGAN & SLOVACEK
A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS
Oklahoma City - Tulsa
301 N.W. 63rd, Suite 290, Oklahoma City, OK 73116
Office (405) 848-2020 - Fax (405) 848-7359
-------------------------------------------------------------
An Independent Member of the BDO Seidman Alliance
November 3, 1999
TechLite, Inc.
6106 East 32nd Place, Suite 101
Tulsa, OK 74135
Dear TechLite, Inc.:
We agree with the contents of the Form 8-K filed by TechLite, Inc. as of
October 21, 1999.
/s/ Hogan & Slovacek
HOGAN & SLOVACEK
Exhibit 16
