REGISTRATION NO.
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MICRO INTERCONNECT TECHNOLOGY, INC.
(Name of Small Business issuer in its Charter)
Nevada 72-0497440
State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Classification Code Identification
Incorporation or Number) No.)
Organization)
70 Horizon Dr., Bedford, New Hampshire, 03110,(603) 472-7068
(Address and Telephone Number of Registrant's Principal
Place of Business)
Edward N. Berg, 70 Horizon Dr., Bedford, New Hampshire,
03110,(603) 472-7068
(Name, Address and Telephone Number of Agent for Service)
Copies to:
David Cundick, Esq., Bank One Tower, Suite 900, 50 West
Broadway, Salt Lake City, Utah 84101 (801) 328-5600
Approximate Date of Proposed Sale to the Public: As soon as
practicable from time to time after this registration
statement becomes effective.
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the securities Act,
check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of
the earlier effective registration statement for the same
Offering if any of the securities being registered on this
Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933 check
the following box. X
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box.
CALCULATION OF REGISTRATION FEE
Title of Dollar Proposed Proposed Amount of
each Class Amount Maximum Maximum Registration
of securities to be Offering Aggregate Fee
to be Register- Price Offering
Registered ed Per Unit
Common $200,000 $2.00 $200,000 $59.00
Warrants $750,000 $2.50 $750,000 $221.25
Total Registration Fee $280.25
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment
which specifically states that this registration statement
shall thereafter become effective in accordance with Section
8(a) of the Securities Act Of 1933 or until this registration
statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a) may
determine.
Micro Interconnect Technology, Inc.
CROSS-REFERENCE SHEET
Pursuant to Rule 404(a)
Item Number and Heading Heading in Prospectus
1. Front of the Registration
Statement and Outside Front
Cover Page of Prospectus.......... Facing pages; Front
Cover Page
2. Inside Front and Outside Back
Cover Pages of Prospectus......... Inside Front and
Outside Back Cover
Pages of Prospectus
3. Summary Information and Risk
Factors............................Prospectus Summary;
Risk Factors
4. Use of Proceeds....................Prospectus Summary; Use
of Proceeds;
Description of
Business;
5. Determination of offering Price....Cover Page; Prospectus
Summary; Risk Factors;
Determination of
Offering Price
6. Dilution...........................Dilution; Comparative
Data
7. Selling Security Holders.......... Not applicable
8. Plan of Distribution...............Front Cover Page;
Plan of Distribution
9. Legal Proceedings..................Legal Matters
10. Directors, Executive Officers,
Promoters and Control Persons.....Directors, Executive
Officers, Promoters
and Control Persons
11. Security ownership of Certain
Beneficial owners and
Management....................... Security Ownership of
Certain Beneficial
Owners and Management
12. Description of the Securities.... Description of
Securities
13. Interest of Named Experts and
Counsel...........................Not Applicable
14. Disclosure of Commission
Position on Indemnification for
Securities Act Liabilities........Disclosure of
Commission Position on
Indemnification for
Securities Act
Liabilities
15. Organization Within Last Five
Years.............................Organization Within
Last Five Years
16. Description of Business...........Description of
Business
17. Management's Discussion and
Analysis or Plan of Operation.....Plan of Operations
18. Description of Property...........Description of
Property
19. Certain Relationships and Related
Transactions......................Not Applicable
20. Market for Common Equity and
Related Stockholder Matters.......Front Cover Page;
Risk Factors Shares
Eligible For Future
Sale
21. Executive Compensation............Executive Compensation
22. Financial Statements..............Financial Statements
23. Changes In and Disagreements
with Accountants on Accounting
and Financial Disclosure..........Not Applicable
MICRO INTERCONNECT TECHNOLOGY, INC.
Offering: $200,000
100,000 Units, Offering Price $2.00 per Unit
Consisting of 1 Share of Common Stock, Par Value $.001 and 3
Redeemable Common Stock Purchase Warrants
Micro Interconnect Technology, Inc. (the "Company") is
offering (the "Offering") 100,000 Units of the Company's
securities ("Unit(s)"), each Unit consists of one (1) share
of $.001 par value common stock (the "Common Stock") and
three (3) Redeemable Common Stock Purchase Warrants (the
"Warrants") at a purchase price of $2.00 per unit (the "Unit
Price") The Common Stock and the Warrants are separately
transferable as of the date of this prospectus. Each Warrant
is exercisable to purchase one share of Common Stock at $2.50
per share (125% of the Unit Price) with the Warrants subject
to adjustments in certain events and availability of federal
and state exemptions from registration, for a period of one
(1) year from the date hereof. The Company may redeem the
Warrants at a price of $.01 per Warrant, at any time
beginning 6 months after the date hereof upon not less than
30 days prior written notice if the closing bid price of the
Common Stock on the Nasdaq Bulletin Board is at least $3.00
per share (150% of the Unit Price) for 20 consecutive trading
days, ending not earlier than five days before the Warrants
are called for redemption. Prior to this offering there has
been no public market for the Units, Common Stock and
Warrants, nor can there be any assurance that a trading
market will develop for any of these securities upon
completion of this Offering or, if a market should develop,
that it will continue. The Unit Price and the Warrant
exercise prices have been arbitrarily determined by the
Company and bears no relationship to assets, shareholders'
equity or any other recognized criteria of value. Management
of the Company may purchase Units in the offering in order to
make certain all Units offered are sold. Any Units purchased
by management will be held for investment and not with a view
to distribution See "Risk Factors," "Plan of Distribution,"
and "Description of Securities."
The Company will furnish annual reports to its
stockholders which will include audited financial statements.
The Company may also furnish to its stockholders quarterly
financial statements and such other reports as may be
authorized by its Board of Directors. See "Available
Information."
THE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SUBSTANTIAL
AND IMMEDIATE DILUTION AND SHOULD NOT BE PURCHASED BY PERSONS
WHO CANNOT AFFORD TO RISK THE LOSS OF THEIR ENTIRE
INVESTMENT. SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER SECURITIES
REGULATORY AUTHORITY. NEITHER THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY OTHER AUTHORITY HAS PASSED UPON OR
ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR
ADEQUACY OF THIS MEMORANDUM AND IT IS NOT INTENDED THAT ANY
OF THEM WILL. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE COMPANY, AND THE RISKS, MERITS AND TERMS
OF THIS OFFERING IN MAKING AN INVESTMENT DECISION.
Price to Underwriting Discounts Proceeds to
Public And Commissions (1)(3) Company
(1)(3) (2)(3)
Per Unit $2.00 $.00 $2.00
Total $200,000 $.00 $200,000
(1) The purchase price per Unit is payable by check at the
time an investor executes the Subscription Agreement.
The offering will be managed by the Company and the
Units will be offered and sold by officers of the
Company, without any discounts or other commissions.
See "Plan of Distribution."
(2) The proceeds to the Company are shown before deduction
of offering expenses payable by the Company estimated at
$23,500, including legal, and accounting fees and
printing costs. See "Use of Proceeds"
(3) The offering is being conducted by the Company on a
"best efforts, all or none" basis. Proceeds will be
deposited no later than noon of the next business day
after receipt into an escrow account with St Marys
Bank, 200 Bedford Street, Manchester, NH 03105, pending
receipt of subscriptions totaling $200,000. If
subscriptions for all 100,000 Units have not been
received within 270 days from the date hereof (unless
extended by the Company for up to 30 additional days),
all proceeds will be promptly refunded to subscribers
without interest thereon or deduction therefrom.
Subscribers will have not right to return or use of
their funds during the offering period, which may last
up to 300 days.
The Units are being offered by the Company subject to prior
sale, receipt and acceptance by the Company, approval of
certain matters by counsel, and certain other conditions.
The Company reserves the right to withdraw or cancel such
offer and reject any order, in whole or in part.
The date of this Prospectus is April , 1998.
AVAILABLE INFORMATION
The Company has filed with the United States Securities
and Exchange Commission (the "Commission") a Registration
Statement on Form SB-2, under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the
securities offered hereby. As permitted by the rules and
regulations of the Commission, this Prospectus does not
contain all of the information contained in the Registration
Statement. For further information regarding both the
Company and the Securities offered hereby, reference is made
to the Registration Statement, including all exhibits and
schedules thereto, which may be inspected without charge at
public reference facilities of the Commission's Washington
D.C. office, Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington D.C. 20549. Copies of all or any portion of
the Registration Statement may be obtained from the Public
Reference Section of the Commission upon request and payment
of the prescribed fee.
As of the date of this Prospectus, the Company became
subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, will file reports, proxy statements and
other information with the Commission. Such reports, proxy
statements and other information filed by the Company with
the Commission pursuant to the informational requirements of
the Exchange Act will be available for inspection and copying
at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington D.C. 20549, and at the following regional
offices of the Commission located at 7 World Trade Center,
New York, New York 10048 and at the Northwestern Atrium
Center, 500 West Madison Street, Chicago, Illinois 60661.
Copies of such material may be obtained from the public
reference section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.
Copies of the Company's Annual, Quarterly and other
Reports which will be filed by the Company with Commission
commencing with the Quarterly Report for the first quarter
ended after the date of this Prospectus (due 45 days after
the end of such quarter) will also be available upon request,
without charge, by writing Micro Interconnect Technology,
Inc., 70 Horizon Drive, Bedford, New Hampshire 03110.
UNTIL , 1998, ALL DEALERS EFFECTING TRANSACTIONS
IN THE REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
THIS PROSPECTUS SHOULD BE READ IN ITS ENTIRETY BY ANY
PROSPECTIVE INVESTOR PRIOR TO HIS OR HER INVESTMENT.
PROSPECTUS SUMMARY
Except for the historical information contained herein,
the matters set forth in this Prospectus include forward-
looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are subject to risks
and uncertainties that may cause actual results to differ
materially. These risks and uncertainties are detailed
throughout the Prospectus. The forward-looking statements
included in the Prospectus speak only as of the date hereof.
The following summary is qualified in its entirety by the
more detailed information and financial statements and notes
thereto appearing elsewhere in this Prospectus. Unless
otherwise indicated, the information presented does not
reflect exercise of the Warrants.
THE COMPANY
Micro Interconnect Technology ( the "Company") was
recently incorporated under the laws of the State of Nevada
on February 11, 1998. The Company has not commenced business
operation and is considered a development stage company. The
purpose of the Company's formation is to engage in the
business of developing proprietary technology to make
electronic devices smaller, be more reliable, operate at
higher speeds, and be less expensive by making the electrical
connections that link the electronic components smaller. The
Company has a licensing agreement for the exclusive rights to
four United States patents covering electronic
interconnection manufacturing technology. The Company intends
to use the proceeds of this offering to initially develop an
imaging workstation based on one of the patents. Upon
completion of the imaging workstation, the Company will
undertake to develop a complete flexible manufacturing cell
for producing electronic interconnects based on the other
patents.
The Company's principal executive offices are located at
70 Horizon Drive, N.H., Bedford, NH 03110, telephone (603)
472-7068, facsimile (603) 472-7043.
THE OFFERING
Securities offered.. . 100,000 Units (the "Units"),
consisting of 100,000 shares of Micro
Interconnect Technology, Inc. Common
Stock with a par value of $.001 per
share, 300,000 redeemable Common Stock
purchase warrants (the "Warrants").
The Common Stock in the Units and
underlying Warrants will have
equivalent voting rights, on a share
for share basis, with the current
outstanding Common Stock of the
Company. See "Description of the
Securities."
Offering Price . . . . $2.00 Per Unit.
Warrants . . . . . . . Each Warrant allows the holder to
purchase one share of Common Stock for
$2.50(125% of the Unit Price); the
Warrants are subject to adjustments in
certain events and for a period of one
(1) year from the date of this
Prospectus. The Warrants are
separately transferrable from the
Common Stock as of the date of this
Prospectus. The Company may redeem the
Warrants at a price of $.01 per
Warrant, at any time beginning 6
months after the date of this
Prospectus upon not less than 30 days
prior written notice if the closing
bid price of the Common Stock on the
Nasdaq Bulletin Board is at least
$3.00 per share (150% of the Unit
Price) for 20 consecutive trading
days, ending not earlier than five
days before the Warrants are called
for redemption. See "Description of
Securities - Warrants."
Use of Proceeds. . . . Management intends to use the net
proceeds from this offering primarily
to develop an imaging workstation to
be used in developing a complete
flexible manufacturing cell for
producing electronic interconnects and
to provide initial working capital for
the start up of operations. See "Use
of Proceeds."
Plan of Distribution . The Offering will be managed by the
Company and these securities will be
offered and sold by officers of the
Company without any discounts or other
commissions. Offering proceeds will be
escrowed pending completion or
termination of the offering. The
offering will terminate 120 days from
the date hereof (or 150 days if
extended by the Company for an
additional 30 days), and funds held in
escrow will be promptly returned to
subscribers, without interest thereon
or deduction therefrom, unless the
offering is completed on or before
that date upon receipt of
subscriptions for the entire offering
amount. See "Plan of Distribution."
Transfer Agent . . . . Interwest Transfer Company, Inc., 1981
East 4800 South, Suite 100, Salt Lake
City, Utah 84117, (801) 272-9294, has
agreed to serve as the transfer agent
and registrar for the Company's
outstanding securities upon completion
of the offering.
Securities Outstanding The Company is authorized to issue up
to 50,000,000 shares of Common Stock
and presently has 1,000,000 shares
issued and outstanding. Upon
completion of this offering, 1,100,000
shares will be issued and outstanding.
Exercise of the Warrants, if all or in
part would increase the issued and
outstanding Common Stock of the
Company accordingly. In addition, the
Company has adopted a Stock Option
Plan pursuant to which 1,000,000
shares of Common Stock may be issued
upon the exercise of options which the
Board of Directors has the authority
to grant to officers, directors and
employees. See "1998 Stock Option
Plan."
Risk Factors . . . . . The Company is a start-up company with
no operating history; accordingly,
there can be no assurance that the
Company will generate revenues in the
future; and there can be no assurance
that the Company will operate at a
profitable level. An investment in the
Company is highly speculative.
Investors will suffer substantial
dilution in the book value per share
of the Common Stock compared to the
Purchase Price. The Company could
incur substantial losses during its
start up phase. No person should
invest in the Company who cannot
afford to risk loss of the entire
investment. See "Risk Factors" and
"Dilution."
Additional Info. . . . Persons desiring to ask questions
regarding the Company should contact
the Company at the address set forth
herein.
Summary Selected
Financial Data . . . . The Company is a development stage
company and has no revenues or
earnings from operations. As of
February 28, 1998:
Total Assets . . . . . . . . . . . $10,478
Total Liabilities. . . . . . . . . . .$486
Shareholders Equity. . . . . . . . .$9,992
Net Tangible Book Value. . . . . . .$9,992
Net Tangible Book Value per share.$.000999
RISK FACTORS
Prospective purchasers of the Common Stock should
carefully consider the following risk factors and the other
information contained in this Prospectus before making an
investment in the Units. Information contained in this
Prospectus contains 'forward-looking statements" which can be
identified by the use of forward-looking terminology such as
"believes," "expects," "may," "should" or "anticipates" or
the negative thereof or other variations thereon or
comparable terminology or by discussions of strategy. See,
e.g., "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business of the
Company." No assurance can be given that the future results
covered by the forward-looking statements will be achieved.
The following matters constitute cautionary statements
identifying important factors with respect to such forward-
looking statements, including certain risks and
uncertainties, that could cause actual results to vary
materially from the future results covered in such forward-
looking statements. Other factors could also cause actual
results to vary materially from the future results covered in
such forward-looking statements.
RISKS INHERENT IN A NEW START-UP COMPANY
LIMITED OPERATING HISTORY. The Company was only recently
incorporated, has no significant assets, no current
business operations nor any history of operations and is
considered to be a development stage enterprise. There is
absolutely no assurance that the Company will be able,
upon completion of this offering, to successfully
implement its proposed business or that it will ever
operate profitably.
LIMITED CAPITAL/NEED FOR ADDITIONAL CAPITAL. The Company
presently has no significant assets or operating capital
and is totally dependent upon receipt of the proceeds of
this offering to provide the minimum capital necessary to
commence its proposed business. Upon completion of the
offering, the amount of capital available to the Company
will still be extremely limited. The Company has no
commitments for additional cash funding beyond the
proceeds expected to be received from this offering. In
the event that the proceeds from this offering are not
sufficient, the Company may need to seek additional
financing from commercial lenders or other sources, for
which it presently has no commitments or arrangements.
NO DIVIDENDS. The Company does not currently intend to
pay cash dividends on its common stock and does not
anticipate paying such dividends at any time in the
foreseeable future. At present, the Company will follow a
policy of retaining all of its earnings, if any, to
finance development and expansion of its business. See
"Dividend Policy."
LIMITED LIABILITY OF OFFICERS AND DIRECTORS. The Nevada
Revised Statutes provides that the Company shall provide
indemnification of officers and directors and certain
employees under certain circumstances and payment of
expenses outlined in the statute. The Bylaws of the
Company provide that the officers and directors of the
Company shall be indemnified to the fullest extent
allowable under the statute.
Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers
and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy
and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
offered, the Company will, unless in the opinion of its
counsel, the matter has been settled by controlling
precedent, submit to a court or appropriate jurisdiction
the question of whether such indemnification by it is
against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such
issue.
OTHER CONFLICTS OF INTEREST. The Company will be
dependent upon the availability of the office and other
physical facilities provided by its officers for record
keeping and for manufacturing and engineering. The Company
presently contemplates entering into a two-year lease
agreement. The arrangements under which such facilities
were made available to the Company were determined by the
officers and were not the result of arms length
negotiation. It is also contemplated that the Company my
enter into additional non arms length transactions with
members of management. Management intends that such
transactions be entered into on a fair and reasonable
basis to the Company; however, due to the non arms length
nature of such transactions, there is no assurance of
this. See "Certain Transactions."
RISKS RELATED TO THE NATURE OF THE PROPOSED BUSINESS
UNCERTAIN MARKET ACCEPTANCE. The Company will initially
develop, manufacture and market equipment used for the
production of new high density electronic interconnect
products used for the interconnecting of electronic
components and equipment. These are products that could
help make electronics run at higher speeds and become
smaller, lighter and more reliable. Management believes
that these products when developed, could enhance some
electronics and could spur the growth of new electronic
products, and hence a market for the products which the
Company intends to market. However, no assurance can be
given that a market for the products will arise once the
product development is complete. The Company has not
undertaken any independent market studies to determine the
feasibility of the products that the Company intends to
market. Even if demand for the products does arise, it is
possible that the Company will be unable to immediately
capitalize on the opportunity because of the necessary
time and resources needed to develop the market.
RISK OF NEW PRODUCT DEVELOPMENT. The Company may
experience difficulties that could delay or prevent the
development, introduction and marketing of new products.
The Company will be dependent in the near future upon
products that will be developed. There can be no
assurance that, despite testing by the Company, problems
will not be found in the Company's products, or, if
problems are discovered, corrected in a timely manner. If
the Company is unable to develop on a timely basis new
products or enhancements to existing products, or if its
products do not achieve market acceptance, the Company's
business, operation results and financial condition will
be materially adversely affected. See "Business Products."
RISK OF TECHNOLOGICAL DEVELOPMENT. The Company believes
that currently no competitor is working on the development
of interconnecting electronic components and equipment
that are based on the proprietary approach of the
Company's. These methods, when developed, may enhance
electronics that would benefit from higher density
interconnects and could spur the growth of new electronic
products where size & weight are an issue. There can be no
guarantee that there is not currently in existence another
technology or proprietary approach with superior
characteristics and range, nor that such a technology or
proprietary approach will not be developed. Accordingly,
the Company's success is dependent on its ability to
anticipate technological changes in the industry and to
continually identify, develop and successfully market new
products that satisfy evolving technologies, customer
preferences and industry requirements. There can be no
assurance that competitors will not market products which
have perceived advantages over those of the Company or
which render the Company's products obsolete or less
marketable. Any imaging workstations, or other
workstations, used in the production of high density
electronic interconnects that prove superior to Micro
Interconnect Technology's could significantly damage the
sales of the Company.
The patents represent basic concepts whose reduction
to practice may be more difficult than anticipated. The
patents do not cover all phases of the process of making
high density interconnects and although management feels
that the phases not covered by the patented technology are
less critical in the manufacture of high density inter-
connects they may turn out to be more difficult to solve
than anticipated.
Other risks associated with the technological develop-
ment of the Companies products will be associated with
existing process limitations, such as, the ability to place
solder(the melting of a tin lead alloy) into small places
in order to join the components to the interconnects and
the ability to keep the characteristics (flatness,
smoothness, etc.) of the surface upon which the circut
image is placed. These process limitations may restrict
the interconnect feature size.
POTENTIAL PRODUCT DEVELOPMENT DELAYS. The successful
development of new products by Micro Interconnect
Technology, Inc. is essential to the success of the
Company. The Company aims to develop an imaging
workstation and other work stations necessary to complete
a flexible manufacturing cell which will produce high
resolution electronic interconnects over the next two
years and expects the development time for the various
products to take between 3 and 12 months. If successfully
developed the imaging workstation, by itself, may not have
the desired marketplace acceptance to bring the Company to
profitability since it will solve only one aspect of the
problems of making high density interconnects. There can
be no guarantees that Micro Interconnect Technology, Inc.
will be able to develop any new products during this time
frame. The process of developing a workstation, involves
designing, manufacturing and finally testing the product.
The nature of the development process means that there is
a risk, that even if the products are successfully
developed, the process could take significantly longer
than expected. Delays in the development of new products
would delay the improvement in sales that the Company
requires in order to attain profitability. Additionally,
failure on the part of Micro Interconnect Technology, Inc.
to develop the intended products quickly could lead to
another technology gaining market acceptance before the
Micro Interconnect Technology products; therefore,
reducing the market share available to the Company, and
increasing the difficulty of selling the products.
DEPENDENCE ON PATENT PROTECTION. The Company currently
plans to develop an imaging work station and eventually
other work stations which will be used in a flexible
manufacturing cell for the development and production of
high density electronic interconnects. The technology for
developing the new equipment for the production of the new
high density electronic interconnects and new electronic
interconnects will be protected by certain patents
exclusively licensed by the Company. The Company intends
to enforce its licensed patents aggressively, however,
there can be no assurance that such protection will be
available in any particular instance or that the Company
will have the financial resources necessary to adequately
enforce its rights. The unavailability of such protection
or the inability to enforce adequately such rights could
materially adversely affect the Company's business and
operating results. The Company operates in a competitive
environment in which it would not be unlikely for a third
party to claim that certain of the Company's future
products may infringe the patents or rights of such third
parties. If any such infringements exit or arise in the
future, the Company may be exposed to liability for
damages and may be required to obtain licenses relating to
technology incorporated into the Company's products. Micro
Interconnect Technology, Inc. will continue to seek
patents for all the products that it develops; however,
there can be no guarantee that future products will be
patent protected, nor that a competitor may not find a
means of circumventing any patents that are awarded. The
Company's inability to obtain such licenses on acceptable
terms or the occurrence of related litigation could
materially adversely affect the Company's operation. See
"Business - Patent Licensing and Marketing Agreements."
DEPENDENCE ON KEY PERSONNEL. The Company is dependent
upon the management of N. Edward Berg, its President and
Chief Executive Officer. Although the Company intends to
retain other experienced and qualified managers, the loss
of the services of Mr. N. Edward Berg, whether as a result
of death, disability or other wise, could have a material
adverse effect on the Company's operations.
The Company does not have the resources to obtain key-
man insurance on the lives of its key officers and
employees.
COMPETITION. The Company plans to market new equipment
to produce new improved high density electronic
interconnects and eventually produce and sell the new high
density interconnects themselves. These products are being
developed and produced using the patented proprietary
technology that the Company has exclusively licensed. The
market for the Company's products when developed is
intensely competitive, quickly evolving and subject to
rapid technological change. Competitors may develop
superior products or products of similar quality for sale
at lower prices. Moreover, there can be no assurance that
the Company's products will not be rendered obsolete by
changing technology or new industry standards. The Company
expects competition to persist and increase in the future.
The Company's current and potential competitors have
longer operating histories, greater name recognition,
larger customer bases and significantly greater financial,
technical and marketing resources than the Company. This
intense level of competition could materially adversely
affect the Company's future business, operating results
and financial condition.
Competitive factors in the industry include product
pricing, capabilities, reliability, speed and cost. There
can be no assurance that the Company will be able to
compete successfully against current or future competitors
or that competitive pressures faced by the Company will
not materially adversely affect its business, operating
results and financial condition. Many of the Company's
competitors have the financial resources necessary to
enable them to withstand substantial price and product
competition, which are expected to increase, and to
implement extensive advertising and promotional programs,
both generally and in response to efforts by other
competitors to enter into existing markets or introduce
new products. The industry is also characterized by
frequent introductions of new products. The Company's
ability to compete successfully will be largely dependent
on its ability to anticipate and respond to various
competitive factors affecting the industry, including new
products which may be introduced, changes in customer
preferences, demographic trends, pricing strategies by
competitors and consolidation in the industry where
smaller companies with leading edge technologies may be
acquired by larger multinational companies. This, together
with the limited capital available to the Company which
will limit its marketing effort, creates a significant
competitive disadvantage. If the Company is not able to
compete successfully, regardless of the development of its
products and the success of this offering, it will not
succeed. See "Business - Competition."
RISKS RELATED TO THE OFFERING
BEST EFFORTS OFFERING/NO FIRM COMMITMENT. The Units are
offered by the Company on a "best efforts, all or none
basis"; there is no underwriter and no firm commitment
from anyone to purchase all or any of the Units offered.
No assurance can be given that all of the Units will be
sold. However, escrow provisions have been made to insure
that if subscriptions for all the Units are not received
within the offering period, plus any extensions, all funds
received will be promptly refunded to subscribers without
interest thereon or deductions therefrom. During the
offering period, which could last up to 270 days,
subscribers will receive no interest on their funds nor
have any use or right to return of the funds.
LACK OF UNDERWRITER PARTICIPATION. Because the Company
has not engaged the services of the Underwriter with
respect to this offering, the independent due diligence
review of the Company, its affairs and financial
condition, which would ordinarily be performed by an
underwriter and its legal counsel, has not been performed
with respect to the Company and investors will not have
the benefit of an underwriter's independent due diligence
review. Furthermore, lack of underwriter or broker-dealer
participation in the offering is likely to increase the
risk that no market for the Company's securities will
develop upon completion of the offering.
UNCERTAIN SUFFICIENCY OF FUNDS. The Company believes
that the net proceeds to the Company from the sale of the
Units offered hereby (assuming that all Units offered
hereby are sold) will provide the Company with sufficient
capital to fund continuing operation, development and
expansion of the Company's business. Many factors may,
however, affect the Company's cash needs, including the
Company's possible failure to generate sufficient revenues
from the sale of its products (see "Use of Proceeds").
BENEFITS TO PRESENT STOCKHOLDERS/DISPROPORTIONAL RISKS.
The 1,000,000 presently outstanding Shares of the
Company's common stock was purchased by the founder of the
Company for $10,000.00. If the founder does not purchase
any of the securities offered hereby, such persons will
still own immediately after completion of the offering 90%
of the then outstanding common stock, and investors in
this offering will own the other 10%, for which they will
have paid $200,000 cash. Thus, investors in this offering
will contribute to capital of the Company a
disproportionately greater percentage than the ownership
they receive. Present stockholders will benefit from a
disproportionately greater share of the Company if
successful, while investors in this offering risk a
disproportionally greater loss of cash invested if the
Company is not successful. See "Comparative Data."
BROAD DISCRETION AS TO USE OF PROCEEDS. The Company's
Management shall have wide discretion as to the exact
allocation and priority and timing of the allocation of
funds raised from this offering. The allocation of the
Proceeds of the Offering may vary significantly depending
upon numerous factors, including the success that the
Company has developing and marketing its products.
Accordingly, management will have broad discretion with
respect to the expenditure of the net proceeds of this
offering. Investors purchasing the Units offered hereby;
will be intrusting their funds to the Company's
management, upon whose judgement the Subscribers must
depend. See "Use of Proceeds."
DILUTION. Persons purchasing Units in the offering will
suffer an immediate and substantial dilution to the net
tangible asset value of their shares below the public
offering price. As of February 28, 1998, the Company had
a net tangible asset value of approximately $.01 per
share. Assuming that all Units offered hereby are sold,
the Company will have a net tangible asset value of
approximately $.187 per share, or a decrease from the $2.00
purchase price of 90.6%. Dilution may also occur if the
Company issues additional shares at a price lower than the
offering price stated herein. A substantial portion of
the 50,000,000 authorized shares of common stock of the
Company will remain unissued if all shares offered hereby
are sold. The Board of Directors has, however, the power
to issue such shares without shareholder approval.
Following the Offering, any additional issuances of shares
by the Company from its authorized but unissued shares
would have the effect of further diluting the book value
of shares and the percentage ownership interest of
investors in this offering. See "Dilution."
CONTINUATION OF MANAGEMENT CONTROL. The Company's
present officers, directors and principal shareholders own
a majority of the Company's outstanding stock and they
may, subject to certain restrictions, purchase Units in
the Offering. However, even if the officers, directors
and principal shareholders do not purchase any of the
securities offered hereby, such persons , upon the
completion of this offering, will own approximately 91%
of the total outstanding securities and will have working
control of the Company. Investors in this offering will
have no ability to remove, control or direct such
management. See "Principal Shareholders."
STOCK OPTION PLAN. The Board of Directors has adopted
and present shareholders have approved a Stock Option Plan
pursuant to which 1,000,000 shares of the Company's Common
Stock are reserved for issuance upon exercise of options
which may be granted under the plan to officers, directors
and employees of the Company, subject to the terms and
conditions of the plan. Holders of such options will be
given the opportunity, during the exercise period of such
options, to benefit from any rises in the market price of
the Company's Common Stock, and can be expected to
exercise such options at a time when the Company would be
able to sell its securities at a higher price. Exercise
of such options may result in further substantial dilution
to investors in this offering in the net tangible book
value per share of their Common Stock as well as a
substantial reduction in their proportionate ownership in
the Company. See "1998 Stock Option Plan."
ARBITRARY DETERMINATION OF OFFERING PRICE. The public
offering price of the Units offered hereby was arbitrarily
determined by management of the Company and was set at a
level substantially in excess of the price recently paid
by such management for shares of common stock of the
Company. The price bears no relationship to the Company's
assets, book value, net worth or other economic or
recognized criteria of value. In no event should the
public offering price be regarded as an indicator of any
future market price of the Company's securities.
NO ASSURANCE OF A LIQUID PUBLIC MARKET FOR SECURITIES.
There has been no public market for the Units or Warrants
prior to the offering made hereby. The Units and Warrants
will not be listed on an exchange or quoted on the NASDAQ
system upon completion of this offering and there can be
no assurance any market will develop for the securities or
that if a market does develop, that it will continue.
There can also be no assurance as to the depth or
liquidity of any markets for the Units or Warrants or the
prices at which holders may be able to sell the
securities. As a result, an investment in the Units may
be totally illiquid and investors may not be able to
liquidate their investment readily or at all when they
need or desire to sell.
VOLATILITY OF STOCK PRICES. In the event a public
market does develop for the Units or Warrants, market
prices will be influenced by many factors, and will be
subject to significant fluctuation in response to
variations in operating results of the Company and other
factors such as investor perceptions of the Company,
supply and demand, interest rates, general economic
conditions and those specific to the industry,
developments with regard to the Company's activities,
future financial condition, and management.
SHARES ELIGIBLE FOR FUTURE SALE. All of the shares of
common stock presently outstanding are restricted
securities which are not presently, but may in the future
be sold, pursuant to Rule 144, into any public market that
may develop for the common stock. Future sales by current
shareholders could depress the market prices of the common
stock in any such market. See "Description of Securities -
Common Stock."
POTENTIAL ISSUANCE OF ADDITIONAL COMMON STOCK. The
Company is authorized to issue up to 50,000,000 shares of
common stock, of which only 1,100,000 shares will be
issued and outstanding upon completion of this offering,
but excluding up to 300,000 shares that may, in the
future, be issued pursuant to outstanding warrant holders.
To the extent of such authorization, the Board of
Directors of the Company will have the ability, without
seeking shareholder approval, to issue additional shares
of common stock in the future for such consideration as
the Board of Directors may consider sufficient. The
issuance of additional common stock in the future will
reduce the proportionate ownership and voting power of the
common stock offered hereby. See "Description of
Securities - Common Stock."
ISSUANCE OF PREFERRED STOCK. The Company is authorized
to issue up to 10,000,000 shares of preferred stock, $.001
par value per share, none of which is currently issued or
outstanding. Although the Company's Board of Directors
has no present intention to do so, it has the authority,
without action by the Company's shareholders, to issue the
authorized and 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 the series. Preferred stock may, if and when
issued, have rights superior to those of the common stock
offered hereby. See "Description of Securities - Preferred
Stock."
CUMULATIVE VOTING AND PRE-EMPTIVE RIGHTS. There are no
pre-emptive rights in connection with the Company's common
stock. Cumulative voting in the election of directors is
not permitted. Accordingly, the holders of a majority of
the shares of common stock, present in person or by proxy,
will be able to elect all of the Company's Board of
Directors. Even if all the Units are sold the current
shareholders will own a majority interest in the Company.
Accordingly, the present shareholders will continue to
elect all of the Company's directors and generally control
the affairs of the Company. See "Description of
Securities - Common Stock."
APPLICABILITY OF LOW PRICED STOCK RISK DISCLOSURE
REQUIREMENTS. The securities of the Company will be
considered low priced securities under rules promulgated
under the Exchange Act. Under these rules, broker-dealers
participating in transactions in low priced securities
must first deliver a risk disclosure document which
describes the risks associated with such stocks, the
broker-dealer's duties, the customer's rights and
remedies, and certain market and other information, and
make a suitability determination approving the customer
for low priced stock transactions based on the customer's
financial situation, investment experience and objectives.
Broker-dealers must also disclose these restrictions in
writing to the customer and obtain specific written
consent of the customer, and provide monthly account
statements to the customer. The likely effect of these
restrictions, will be a decrease in the willingness of
broker-dealers to make a market in these securities,
decreased liquidity of these securities and increased
transaction costs for sales and purchases of these
securities as compared to other securities.
EXERCISE OF WARRANTS. As a result of the short exercise
period, high exercise price of the warrants and the right
of the Company to redeem the Warrants, the Warrants may
become worthless. In the event the then current trading
price of the Common Stock is not at least equal to the
exercise price of $2.50 for the Warrants, it is unlikely
that the Warrants would have any value, with the result
that it is unlikely the additional proceeds will be
received by the Company from exercise of Warrants. See
"Description of Securities - Warrants."
NON-REGISTRATION IN CERTAIN JURISDICTIONS OF SHARES OF
COMMON STOCK UNDERLYING THE WARRANTS. The Warrants are not
convertible or exercisable unless, at the time of
exercise, the Company has a current prospectus covering
the shares of Common Stock issuable upon exercise of the
Warrants and such shares of Common Stock have been
registered, qualified or deemed to be exempt under the
securities laws of the states of residence of the holders
of such Warrants. There can be no assurance that the
Company will have or maintain a current prospectus or that
the securities will be qualified or registered under any
state laws. See "Description of Securities - Warrants."
REDEMPTION OF WARRANTS. The Warrants may be redeemed by
the Company under certain circumstances upon 30 days'
written notice to the Warrantholders at $.01 per Warrant.
In such event, the Warrants will be exercisable until the
close of business on the date fixed for redemption in such
notice. Any Warrants not exercised by that time will cease
to be exercisable, and the holders will be entitled only
to the redemption price, which is likely to be
substantially less than the market value of the Warrants.
Accordingly, such redemption could force the
Warrantholders to exercise the Warrants and pay the
exercise price at a time when it might be disadvantageous
for them to do so or sell the Warrants at the then market
price when they might otherwise prefer to hold the
Warrants. See "Description of Securities - Warrants."
DILUTION
Dilution is the difference between the offering price of
$2.00 per Unit for the common stock offered herein (ascribing
no value to the Warrants included in the Units), and the net
tangible book value per share of common stock immediately
after its purchase. The Company's net tangible book value
per share of common stock is calculated by subtracting the
Company's total liabilities from its total assets less
intangible assets, and then dividing by the number of shares
then outstanding. The net tangible book value of the Company
based on the February 28, 1998 audited financial statements
was $10,478.00, or approximately $.01 per share of common
stock. Assuming no changes in net tangible book value
subsequent to February 28, 1998, other than those resulting
from the sale of all the Units offered hereby, the post
offering pro forma net tangible book value of the Company
would be $186,978.00, or approximately $.187 per share,
representing an immediate increase in net tangible book value
of $.177 per share to existing stockholders and an immediate
dilution of $1.813 per share (or 90.6%) to new investors. The
following table illustrates the foregoing information with
respect to dilution of new investors on a per share basis.
Offering price per Unit $2.00
Net book value per share prior to offering $.01
Increase attributable to purchase of Units by new
investors $.177
Post offering pro forma net book value per share $.187
Dilution to investors in this offering $1.813
COMPARATIVE DATA
The following chart illustrates the pro forma
proportionate ownership in the Company, upon completion of
the offering, of present stockholders and of investors in
this offering, compared to the relative amounts paid and
contributed to capital of the Company by present stockholders
and by investors in this offering, assuming no changes in net
tangible book value other than those resulting from the
offering.
Shares Cash Price/
Owned Percent Paid Percent Share
Present Shareholders 1,000,000 90% $10,000 5% $.01
New Investors 100,000 10% $200,000 95% $2.00
The following discussion and table does not include shares
issuable upon exercise of the Warrants. See "Dilution."
USE OF PROCEEDS
The net proceeds to the Company from the sale of Units
offered hereby at an offering price of $2.00 per Unit are
estimated to be $176,500 after deducting estimated offering
expenses of $23,500 for legal, accounting and printing in
connection with the offering. The Company does not expect to
pay sales commissions or other compensation in connection
with the offering inasmuch as the Units will be offered and
sold by the Company through its officers without underwriting
discounts, sales commissions or other forms of remuneration.
The net proceeds will be used principally to provide
management salaries (see "Executive Compensation") and
working capital during the initial commencement of operations
as follows:
Percent
of
Purpose Amount Net Proceeds
Salaries. . . . . . . . . . . . . .$148,000 83.85%
Research & Development expense. . . $18,000 10.20%
Office expense. . . . . . . . . . . .$8,500 4.82%
Travel expense. . . . . . . . . . . .$2,000 1.13%
Total . . . . . . . . . . . . . . .$176,500 100.00%
The foregoing represents management's best current
estimate of the allocation to be made of the proceeds of this
offering and is subject to change based on changing
circumstances and differing needs of the Company as they may,
in management's judgement, exist in the future.
The Company believes that the net proceeds to the Company
from the sale of the Units offered hereby (assuming that all
Units offered hereby are sold) will provide the Company
sufficient capital to fund initial operation, development and
expansion of the Company's business. Many factors may,
however, affect the Company's cash needs, including the
Company's possible failure to generate sufficient revenues
from the sale of its products. The Company may not have
sufficient capital for its funding requirements and may be
unable to find suitable financing on terms acceptable to the
Company to finance growth or profitable operations of the
Company. This event would significantly increase the risk to
those persons who invest in this offering.
The Company anticipates being able to use proceeds as soon
as they become available, but any portion not required for
immediate expenditure may be deposited in interest-bearing
accounts or invested in short-term government notes, treasury
bills, or similar obligations of financial institutions.
Any proceeds received by the Company upon exercise of the
Warrants, and any funds not applied to research and
development expense will be added to working capital.
MANAGEMENT'S PLAN OF OPERATIONS
The following discussion and analysis should be read in
conjunction with Company's consolidated financial statements
and the notes associated with them contained elsewhere in
this prospectus.
The Company was only recently incorporated on February 11,
1998. The Company has not commenced planned principal
business operations and is considered a development stage
company. The Company has no significant assets (See
Financial Statements), no active business operations nor any
results therefrom. To date, activities have been limited to
organizational matters, research and due diligence for the
corporate business plan and the preparation and filing of the
registration statement of which this prospectus is a part.
The Company's purpose is to engage in the business of
developing and manufacturing technology to make high density
electronic component interconnections which are utilized in
the growing trend to make electronics run at higher speeds,
be smaller and lighter and more reliable. Development of
these products will use the proprietary technology that has
been developed and patented by the Company's President and is
exclusively licensed to the Company. Upon completion of the
imaging workstation the Company intends to develop a complete
flexible manufacturing cell (factory) for producing the
improved electronic interconnects which the Company intends
to sell to the manufactures of electronic components and
devices.
Management's plan of operation for the next twelve months
is first to raise funds from this offering. If the offering
is successful, the Company will use the proceeds to develop a
workstation built on the patented proprietary technology
(insitu masks), that is exclusively licensed by the Company,
to produce high density masks for the development of
electronic circuit images. Masks made with this equipment
will have high resolution, accurate alignment, and can be
computer compensated for manufacturing defects. The imaging
workstation will initially be set up as a service center to
provide imaged circuit substrates for a cluster of customers
such as Printed Circuit Board ("PCB") or Multi-Chip Module
("MCM") manufacturers. The Company expects to complete the
development of the imaging workstation by the second quarter
of 1999.
The imaging workstation will be the first workstation to
be developed by the Company. Other workstations, using the
four licensed patents are planned for development by the
Company. These other workstations will ultimately be used in
a flexible manufacturing cell (factory) which the Company
intends to develop in order to produce electronic
interconnects for sale to the manufactures of electronic
components and devices.
A direct sales force will be developed to market the
Company's products as required by Company growth. The
domestic markets will be pursued until appropriate
opportunities for foreign sales arise. The Company will both
sell and lease its equipment. The Company will also consider
using the equipment for commercial contracting services to
customers.
Inasmuch as there is no assurances that the Offering will
be successful or that the Company will receive any net
proceeds therefrom, the Company has not presently entered
into any contracts or commitments for leasing of offices,
factory space, purchasing of materials and equipment and
delivery of products and services to customers. 'Therefore,
there is no assurance the Company will be able, with the
proceeds of this offering, to lease sufficient office space
and factory space, acquire materials and equipment, develop a
potential customer base to commence operations. There is also
no assurances that the Company will be able to successful
develop or produce the workstations, electronic interconnects
or any other equipment that will enable the Company to
generate enough business to operate profitably.
DESCRIPTION OF BUSINESS
HISTORY OF COMPANY
Micro Interconnect Technology, Inc. (the "Company") was
recently incorporated under the laws of the State of Nevada
on February 11, 1998. The Company has not commenced business
operations and is considered a development stage company. To
date, activities have been limited to organizational matters
and the preparation and filing of the registration statement
of which this prospectus is a part. In connection with the
organization of the Company, the officer and founder of the
Company contributed $10,000 cash to initially capitalize the
Company in exchange for 1,000,000 shares of Common Stock.
The Company has no significant assets, and is totally
dependent upon the successful completion of this offering and
receipt of proceeds therefrom, of which there is no
assurance, for the ability to commence its proposed business
operations.
PROPOSED BUSINESS OF THE COMPANY
The proposed business and purpose of the Company's
formation is to engage in the business of developing and
manufacturing equipment designed from proprietary patents
exclusively licensed to the Company to make high density
electronic component interconnections which are utilized in
the growing trend to make electronics run at higher speeds,
be smaller and lighter and more reliable. In addition to
developing and manufacturing such equipment to make high
density electronic component interconnections the Company
intends to develop a complete flexible manufacturing cell
(factory) for producing the improved electronic interconnects
itself which the Company intends to sell to the manufactures
and suppliers of electronic components and devices.
THE INDUSTRY
The growing trend to make electronics smaller and to pack
more functions into smaller spaces is evidenced by the growth
of the laptop and palmtop computer industries. If the laptop
computers were priced comparable to desktop computers many
people would buy a laptop computer. Palm-tops would be more
popular if they were as capable as the laptops. All three
use the same basic computer chips and the cost is higher for
a smaller size product because packaging electronics in small
spaces increases costs. One packaging cost is the cost of
smaller (high density) interconnections for the electronic
components. The present methods, in which the chips are
interconnected, plays a role in limiting the
capabilities of the smaller type (laptop and palmtop)
computers and making them more costly. The present
limitation on interconnection density is a impediment in this
trend to make things smaller, faster and more reliable. Some
electronics manufactures have invested heavily, without a
great deal of success, in high-density interconnection
technology in an attempt to give their products a market
advantage.
A common method used for low-density interconnections is
the printed circuit (wiring) board ("PCB") due to its low
cost. The interconnect density provided by PCB's is
stagnant. Interconnect density internal to semiconductor
chips has improved by a factor of 8 in the past 10 years.
The chips are now so far ahead of the PCB's in
interconnection density that the cost and performance of
electronic devices is now more dependent upon the limiting
density of the packaging and the PCB interconnects. Multi-
layer PCB's in the 1970's and surface mount in the 1980's
were the last major improvements. In the past five years,
improvements have been slight. PCB's as the favored
interconnection technology for high density interconnect
seems to be at a dead end. Attempts to increase
interconnection density are currently taking directions that
bypass the PCB. In the attempt to fulfill the growing need
for high density chip to chip interconnects a whole new
industry has come into being. It is called the Multi-Chip
Module ("MCM") which has grown in to a large industry in
spite of high costs. Some MCM use expensive silicon back-planes
upon which the chip to chip interconnect wires are deposited.
Another approach to overcome the limitations of
interconnect density problem is to make chips which perform
more functions. This is called"Upscale" integration. Upscale
integration in the mixed signal environment is difficult
since the digital signal chips and the analog signal chips
use different masking techniques. The Company's approach for
interconnections is chip mask independent. Upscale
integration will be most effective in the non mixed signal
environment.
The Company's initial strategy will be to develop imaging
workstations to automatically make insitu masks. These
imaging workstations will be sold or leased to PCB and MCM
manufactures to allow them to make the imaging phase of
interconnect manufacture, faster, more accurate, more dense
and less error prone. Imaging defects are a contributor to
the high scrap rate encountered in the targeted industries.
These work stations should allow these manufactures to
increase the density of the interconnects they manufacture.
THE BASE PRODUCT
Imaging Workstation
The imaging workstations will produce high resolution
insitu masks which form the image of the desired
electronic circuitry on a resist coated substrate. Its
intended use will be in the PCB and MCM industries.
It is intended to function automatically and eliminate
the problems inherent in the current manual methods. In
addition, to producing higher resolution than current
methods it will very accurately position the image and
provide high accuracy alignment for layers of circuitry.
The Company intends to develop a workstation that will be
faster then present manual methods and in addition,
provide the ability to correct the image for subsequent
process distortions.
In the production of prototypes it will be able to
produce prototypes for the same costs as production run
items. The use of a separate photo tool required for each
different prototype adds significant cost to prototype
production. The imaging work station will make the desired
circuit image mask directly on the resist coated surface
where the circuit will be made. Classical masking methods
utilize a plastic film upon which the circuit image has
been placed by exposure in a device called a photo-
plotter. After the film is developed and dried, the film
is called a photo-tool. The photo-tool is then placed upon
the resist coated circuit surface and drawn onto this
surface by a "leaky gasket" time consuming evacuation of
the air to obtain a close "fit" of the image to the
circuit surface. Photo-tools are used repeatedly for
circuits that are the same. Photo-tools have inherent
instabilities due to humidity and temperature
sensitivities of the plastic based film. Imaging
positioning is done by registration pins that align
(register) the film with the circuit substrate. Repeated
reinsertion of the photo-tool onto close fitting alignment
pins wears the photo-tool. New photo-tools are required
when they wear and alignment cannot be achieved. The
combined effects of mechanical registration and photo-tool
instabilities are most defeating when the desired images
have feature sizes comparable to the resolution of the
film itself.
Photo-plotters are use to make the photo-tools. These
photo-plotters cannot currently produce photo-tools that
have the resolution required to produce the small features
to contemplated herein. The Company hopes to sell the imaging
workstation for prices that are comparable to photo-
plotters which currently only produce phototools.
The imaging workstation, upon completion, will
automatically, apply the resist and place the circuit
image mask directly on the resist coated circuit substrate
with no intermediary photo-tool. Circuit substrate panels
will enter the workstation and exit with fully developed
circuit images.
All chemistry for the operation of the imaging
workstation will be supplied by the Company in such a
fashion that the user will be left with no hazardous waste
materials. The materials containing chemicals will be
transported to the nearest film silver re-claimer to have
the silver reclaimed.
A typical imaging workstation developed, with the
Company's licensed patents, for producing insitu
photographic masks will consists of the Company's imaging
system, software, high-end computers with large
informational storage devices and related material
handling hardware and photographic chemistry ability.
The electronic portion of the workstation will be
manufactured from existing electronic components purchased
by the Company. The Company does not anticipate the need
for the development of any new electronic components.
There are no guarantees that the Company will even be
able to fully develop the imaging work station to the
above described standards.
DEVELOPMENT OPPORTUNITIES
Workstations
When development and production of the imaging
workstations is complete, the Company will undertake to
develop other workstations necessary to fully complete a
flexible manufacturing cell (factory) which will produce
high resolution electronic interconnects. The most
important of these workstations are the hole drilling and
the plating workstations. These workstations will be
developed using the patents the Company has an exclusive
licensing agreement for. There are no guarantees that the
Company will even be able to fully develop any of the
above mentioned workstations.
Interconnects
The Company intends, upon development of the imaging
workstation and other workstations for interconnect
manufacture, to use all of these and additional workstations
to create a flexible manufacturing cell (factory) to produce
and thereby be in the business of marketing electronic
interconnects for wholesale. The Company feels its
interconnect technology may be scaleable, which means in
the industry, that the density of the interconnects may be
improved on over time.
MANUFACTURING
The Company's manufacturing activities consist of the
assembly of components comprising its system, the fabrication
of sheet metal and mechanical parts and the computer assisted
testing of the completed system. The subassembly of
proprietary printed circuit boards and other electronic parts
will be performed by the Company. The Company will need
photographic materials skills. The needed film technology can
be supplied by companies like Polaroid, Kodak, Agfa, Fuji,
Rockland, and many consultants in photographic film
technology. The Company is currently negotiating with
Polaroid on an agreement to assist the Company and the
Company anticipates that it will be able to obtain the needed
"photographic technology."
COMPETITION
As an equipment supplier to the PCB and MCM industries,
the Company's initial imaging workstation will compete in a
market that is intensely competitive, quickly evolving and
subject to rapid technological change. Competitors may
develop superior products or products of similar quality for
sale at lower prices. Moreover, there can be no assurance
that the Company's products will not be rendered obsolete by
changing technology or new industry standards. The Company
expects competition to persist and increase in the future.
The Company's current and potential competitors have longer
operating histories, greater name recognition, larger
customer bases and significantly greater financial, technical
and marketing resources than the Company.
Competitive factors in the industry include product
pricing, capabilities, reliability, speed and cost. There can
be no assurance that the Company will be able to compete
successfully against current or future competitors or that
competitive pressures faced by the Company will not
materially adversely affect its business, operating results
and financial condition. Many of the Company's competitors
have the financial resources necessary to enable them to
withstand substantial price and product competition, which
are expected to increase, and to implement extensive
advertising and promotional programs, both generally and in
response to efforts by other competitors to enter into
existing markets or introduce new products. The industry is
also characterized by frequent introductions of new products.
The Company's ability to compete successfully will be largely
dependent on its ability to anticipate and respond to various
competitive factors affecting the industry, including new
products which may be introduced, changes in customer
preferences, demographic trends, pricing strategies by
competitors and consolidation in the industry where smaller
companies with leading edge technologies may be acquired by
larger multinational companies.
Management feels that if eventually the manufacturing cell
is developed it will open up additional markets where the
Company will compete in the less competitive industry of
electronic interconnect markets occupied by the PCB and MCM
manufacturers. Competition will based on many factors
including price and the quality of products and service. The
Company's competitors will have greater financial, marketing
and manufacturing resources.
This, together with the limited capital available to the
Company which will limit its marketing effort, creates a
significant competitive disadvantage. If the Company is not
able to compete successfully, regardless of the development
of its products and the success of this offering, it will not
succeed.
EMPLOYEES
The Company will, upon successful completion of this
Offering, hire 2 full time employees and others will be hired
on as need basis. It is intended that initially all
employees will be hired through an employee company, who will
assign them to work for the Company.
FACILITIES
The Company presently has no office facilities but will
use the home office of N. Edward Berg, its President, in
Bedford, New Hampshire on a rent free basis until the
completion of this offering, at which time the Company will
enter into an agreement for leasing approximately 1300 square
feet of executive and manufacturing space for $800 per month
for a one year period. The Company, at its option, may lease
the space for an additional year under the same terms and
conditions. The monthly rent will also include utilities and
heat. The office space is located at the end of Tirrell Hill
Road in Goffstown, N.H. with a mailing address of 72 Tirrell
Hill Road, Bedford, NH 03110. The current address of the
Company is 70 Horizon Drive, Bedford, NH 03110.
PATENT LICENSING & MARKETING AGREEMENTS
The Company has an exclusive licensing Agreement for four
US patents; 5,281,325 dated January 25, 1994 for Uniform
Electroplating of Printed Circuit Boards; 5,377,404 dated
January 3, 1995 for Method for Fabricating a Multi-Layer
Printed Circuit Board; 5,384230 dated January 15, 1995 for
Process for Fabricating Printed Circuit Boards and; 5,653,893
dated August 5, 1997 for Method of Forming Through-Holes in
Printed Wiring Board Substrates. These four patents belong to
The President of the Company, N. Edward Berg. The license
agreement states that the Company will be required to
actively pursue the technology and pay an annual fee of 1% or
the gross sales of the Company as a royalty. The exclusive
provisions of the Company's license with Mr. Berg non-exclusive
on March 31,2007. The Company may in the future agree to with
Mr. Berg to further amend the Technology License, although
there are no such agreements currently. These US patents provide
no foreign protection.
There can be no assurance that any of the Company's future
patent applications will be granted, that any current or
future patent or patent application will provide significant
protection for the Company's products or technology, be of
commercial benefit to the Company, or that the validity of
such patents or patent applications will not be challenged.
Moreover, there can be no assurances that foreign patent,
trade secret or copyright laws will protect the Company's
technologies or that the Company will not be vulnerable to
competitors who attempt to copy or use the Company's products
or processes.
THE MARKET
The Company will look to establish itself over time in two
markets. The first Market will be as an equipment supplier
to companies in the PCB and MCM industries. The second
market will be as a manufacturer selling high density
electronic interconnects to electronic component and device
manufacturers and suppliers.
MARKETING
The Company's initial marketing plan will consist of a
direct sales force for the sale of the workstations and other
products developed or offered to the Company's Customers.
The sales force will grow as required by the Company's growth
and only the domestic markets will be pursued until the
appropriate opportunities for foreign sales arise.
Marketing Strategy
The Company will both sell and lease its equipment.
The Company will also consider using the equipment for
commercial contracting services to customers.
Sales Strategy
The Company will seek out the difficult electronic
interconnect problems facing the industry and generate a
presence in those arenas and develop a posture of being
the supplier of advanced technology. It will try to
enhance this posture by engaging independent writers to
generate industry articles on technology showing the Micro
Interconnect Technology position. The Company will
participate in industry conferences where technical
sessions are held, initially as attendee, then as
presenters. Simultaneous with the posturing effort, the
Company will begin a selected selling effort. Customers
will be selected by finding those who have the greatest
incentive to reduce product size or pack in additional
capabilities. Direct approach will be made to these
potential customers by phone and visitation. Follow-up on
the companies who have already expressed interest will be
the first priority in the sales efforts. Emphasis in all
selling presentations will focus on the economic benefits
and market advantages gained by utilizing the advanced
technology. Reference customers will be cultivated to
help sell others and be rewarded by having priority in
obtaining new improvements as the technology moves
forward. Specific examples, of how the technology can
apply to the customer needs, will be an integral part of
each sales presentation. The Company intends to develop a
world wide web presence in the form of a forum for
advanced technology. A home page that has minimal
graphics and maximal information will be established and
continually updated, to keep inquirers interested.
Caution will be exercised to provide appropriate
information useful for consumers and of little value to
the Company's competitors.
PRODUCT DEVELOPMENT
The Company has not developed any equipment or products to
this point and the successful development of new products by
the Company is essential to the success of the Company. The
Company aims to develop an imaging workstation and other work
stations necessary to both market to it customers and use to
complete a flexible manufacturing cell which will produce
high resolution electronic interconnects. The Company hopes
to accomplish this over the next two years and expects the
development time for the various products to take between 3
and 12 months. The Company may experience difficulties that
could delay or prevent the development, introduction and
marketing of these new products. The Company will be
substantially dependent in the near future upon these
products to be developed. There can be no assurance that,
despite testing by the Company, problems will not be found in
the Company's products, or, if problems are discovered,
corrected in a timely manner.
The nature of the development process means that there is
a risk, that even if the products are successfully developed,
the process could take significantly longer than expected.
Delays in the development of new products would delay the
improvement in sales that the Company requires in order to
attain profitability. Additionally, failure on the part of
the Company. to develop the intended products quickly could
lead to another technology gaining market acceptance before
the Company's products; therefore, reducing the market share
available to the Company, and increasing the difficulty of
selling the products.
MANAGEMENT AND AFFILIATES
EXECUTIVE DIRECTORS AND OFFICERS
The names, addresses, ages and respective positions of the
current Directors and Officers of the Company are as follows:
Name Age Position
N. Edward Berg 64 President and a Director
70 Horizon Drive
Bedford, NH 03110
David B. Ostler 40 Secretary/Treasurer and a
210 Pleasant Street Director
Concord, NH 03301
James R. Boyack 63 Director
298 Bishops Forest Dr.
Waltham, MA 02154
Woodie Flowers 53 Director
214 Boston Post Road
Weston, MA 02193
Peter Roth 62 Director
34B Charles River Rd.
Waltham, MA 02154
Each director is elected for a period of one year and
serves until his successor is elected by Company's
shareholders.
BIOGRAPHIES
N. EDWARD BERG, age 64, will serve as the President,
Secretary/Treasurer and as a Director of the Company. As
such, his duties will include primary responsibility for
overall management of the Company, its new product
development and testing, supervision of employees and
marketing of the Company's products as developed. Mr. Berg is
the inventor of of 7 US Patents on electronic technology and
has been the founder of 3 high technology based electronics
companies. He founded Bedford Computer, which developed,
manufactured and marketed pre-press type and image systems
utilizing early proprietary workstations. Established
German, Swedish and Japanese sales subsidiaries for the
company. Bedford Computer completed a successful IPO with the
firm Prescott, Ball and Turben and grew annual sales to $16
million. Mr. Berg founded and developed Hendrix Electronics,
a division of Hendrix Wire and Cable. The company built
computer workstations and host computer systems. One major
client was Associated Press. Mr. Berg was involved in a buy-
out of the company from Hendrix Wire & Cable with Connecticut
General, Wells Fargo, Old Colony Trust, Bank of Boston,
Industrial National Bank and others. Mr Berg was also the
founder of Contronics, a company that designed and built
custom automated test equipment. Clients included companies
in the semi-conductor and printed wiring board industries.
Contronics had annual sales of $3.2 million and was a pioneer
in the automatic testing of electronic compnents. Mr. Berg
graduated from M.I.T with a degree in Electrical Engineering
and an Option in Industrial Management from the Sloan School
of Management. Mr. Berg is the holder of numerous national
awards, has written 3 books published by the Graphic Arts
Technical Foundation (Pittsburgh, PA) and has served on the
Advisory Board of the State of New Hampshire Small Business
Development Center.
DAVID B. OSTLER, age 40, is the Secretary/Treasurer and
will serve as a Director of the Company. Mr. Ostler is
currently employed as Director of Managed Cares Systems for
the Hitchcock Clinic. He has worked as a consultant in health
care information and analysis. Mr. Ostler has been involved
with two other successful start-up companies, Codman Research
Group, 1985-1993, where he served as a Board member, CEO, CFO
and COO. and with a company called Executive
Perspectives,1983-1985, as a Co-Founder and software
technician. Executive Perspectives provided executive
education through seminars and computer simulations-based on
executive MBA software solutions.
Mr. Ostler received a MBA from Dartmouth College in 1983
and received a BS in Quantative Techniques and Analysis from
the University of Utah in 1981.
DR. JAMES R. BOYACK, age 63, is a Director and part-time
consultant of the Company. Dr. Boyack is presently retiring
from the Polaroid Corporation where he has spent 28 years on
the physical chemistry of instant photographic systems and
digital image processing. Previous to his employment with
Polaroid he was a senior research scientist for 8 years with
the General Electric Company. Dr. Boyack has a BS degree in
Chemistry and a PHD Degree in Physical Chemistry from the
University of Utah.
PROFESSOR WOODIE FLOWERS age 53, is a Director and part
time consultant of the Company. Professor Flowers is
currently at Massachusetts Institute of Technology ("M.I.T.")
as the Pappalardo Professor serving as a professor of
mechanical engineering and as a Director of the New Products
Program. Professor Flowers attended Louisiana Polytechnic
University and M.I.T.. He received his bachelor of Science
in 1966, his Master of Science in 1968, his degree in
Mechanical Engineering in 1970 and his Doctor of Philosophy
in 1972. Since 1966 Professor Flowers has been employed or
associated with M.I.T. as a research assistant, instructor,
associate professor, professor and director. He is a has
received numerous awards and achieved such major
accomplishments as, writing approximately 100 publications,
giving approximately 200 invited lectures, having 12 domestic
and foreign patents and supervising over 170 student theses.
Professor Flowers also is a member of the National Academy of
Engineering and numerous other associations and societies .
He is the overseer of Museum of Fine Arts, Boston and a
National Advisor for U.S. FIRST (Foundation for Inspiration
and Recognition of Science and Technology).
Peter Roth, age 62, is a Director and part time consultant
of the Company. Mr. Roth is currently working for Polaroid as
a Research Fellow. Mr. Roth has a BS Degree from C.C.N.Y. in
Chemical Engineering, he also has received a Masters Degree
in Physical Chemistry and a Masters Degree in Solid-State
Physics from Northeastern University.
KEY EMPLOYEES
The following sets forth certain biographical information
relating to possibly future key employees of the Company.
William Freeman, age 48 is a could become a key employee of
the Company. Mr. Freeman upon successful completion of this
Offering would hopefully be hired as the Chief Software and
Hardware Engineer.Currently employed with Digital Equipment, Mr.
Freeman has previously worked with N. Edward Berg on this and
other projects. Mr. Freeman is a graduate engineer from MIT.
His experience includes both hardware and software engineering.
EXECUTIVE COMPENSATION
The Company was only recently incorporated, has not yet
commenced planned operations and has not paid any compensation
to any person associated with the Company and the Company
presently has no formal employment agreements or other contractual
arrangements with the officers, directors or anyone else regarding
the commitment of time or the pay of salaries or other
compensation. The Company hopes, upon the successful completion
of this offering, to negotiate and enter in to some employment
agreements.
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of the date of this
Memorandum, the outstanding shares of common stock of Micro
Interconnect Technology, Inc.. owned of record or
beneficially by each person who owned of record, or was known
by the Company to own beneficially, more than 5% of the
Company's common stock, and the name and shareholdings of
each Officer and Director and all Officers and Directors as a
group:
Principal Shareholder's Number of Percent Prior Percent
Name and Addresses Shares Owned to Offering Post Offer
N. Edward Berg(1)(2) 1,000,000 100% 90%
David B. Ostler(1)(2) 0 0 0
James R. Boyack(2) 0 0 0
Woodie Flowers(2) 0 0 0
Peter Roth(2) 0 0 0
All Officers and
Directors as a Group
(5) 1,000,000 100% 90%
Footnotes;
(1)An Officer of the Company.
(2)A Director of the Company.
"1998" STOCK OPTION PLAN
In February 1998, the Board of Directors of the Company
adopted and the present stockholders approved, a 1998 Stock
Option Plan,("1998 Plan"). The 1998 Plan authorizes the
granting of awards of up to 1,000,000 shares of Common Stock
to the Company's key employees, officers, directors,
consultants, advisors and sales representative. Awards
consist of stock options (both non-qualified options and
options intended to qualify as "Incentive" stock options
under Section 422 of the Internal Revenue Code of 1986, as
amended), restricted stock awards, deferred stock awards,
stock appreciation rights and other stock-based awards, as
described in the 1998 Plan.
The 1998 Plan is administered by the Board of Directors
which determines the persons to whom awards will be granted,
the number of awards to be granted and the specific terms of
each grant, including the vesting thereof, subject to the
provisions of the 1998 Plan.
In connection with qualified stock options, the exercise
price of each option may not be less than 100% of the fair
market value of the Common Stock on the date of grant (or
110% of the fair market value in the case of a grantee
holding more than 10% of the outstanding stock of the
Company). The aggregate fair market value of shares for which
qualified stock options are exercisable for the first time by
such employee during any calendar year may not exceed
$100,000. Non-qualified stock options granted under the 1998
Plan may be granted at a price determined by the Board of
Directors, not to be less than the fair market value of the
Common Stock on the date of grant.
The 1998 Plan also contains certain change in control
provisions which could cause options and other awards to
become immediately exercisable and restrictions and deferral
limitations applicable to other awards to lapse in the event
any "person," as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, including a
"group" as defined in Section 13(d), but excluding certain
stockholders of the Company, became the beneficial owners of
more than 25% of the Company's outstanding shares of Common
Stock.
CERTAIN TRANSACTIONS
The 1,000,000 presently outstanding Shares of the
Company's Common Stock were purchased by the founder of the
Company for $10,000.00. See "Principal Shareholders."
It is contemplated that the Company may enter into certain
transactions with officers, directors or affiliates of the
Company which, even though they may involve conflicts of
interest in that they are not arms' length transactions, are
believed to be fair and equitable transactions in the best
interest of the Company. These transactions include the
following:
The Company presently has no office or manufacturing
facilities but upon completion of the offering the Company
will enter into an agreement to lease approximately 1300
square feet of executive and manufacturing space for a one
year period of time for $800 per month from the President of
the Company, Mr. Berg. The Company at its option may lease
the space for an additional year under the same terms and
condition. The rental fee includes utilities and heat.
The Company, upon completion of this offering, intends to
enter into an exclusive licensing agreement for 4 US patents
belonging to the President of the Company, N. Edward Berg.
These 4 US patents are the proprietary technology from which
the Company intends to develop its workstations which will
eventually be used to complete a flexible manufacturing cell
(factory) for production of high density electronic
interconnects.
The Company presently has no formal written employment
agreement or other contracts with any of its officers or key
employees but upon completion of this offering the Company
intends to enter into employment agreements with both, N.
Edward Berg and William Freeman. The amounts of compensation
and other terms of the full time employment have been
determined. See "Executive Compensation."
It is presently anticipated that the proceeds of this
offering will be sufficient to permit the Company to enter
into the lease and licensing agreement, employee Mr. Berg
and Mr. Freeman and to enter into development of the imaging
workstation. Inasmuch as the Company is dependent upon the
receipt of the proceeds of this offering to be able to
develop such equipment, and there is no assurance that this
offering will be successfully completed, management has not
entered into any contracts for leasing, licensing or the
development of such equipment, and has no commitments or
other assurances that the Company will be able, with the
proceeds of this offering, to fully develop the intended
equipment.
CONFLICTS OF INTEREST
Other than as described herein the Company is not expected
to have significant further dealings with affiliates.
However, if there are such dealings the parties will attempt
to deal on terms competitive in the market and on the same
terms that either party would deal with a third person.
Presently, none of the officers and directors have any
transactions which they contemplate entering into with the
Company, aside from the matters described herein.
Inasmuch as some Officers, Directors and Key Employees of
the Company are not employed full time and are engaged in
other businesses, either individually or through partnerships
and corporations, in which they have an interest, hold an
office or serve on boards of directors. Certain conflicts of
interest may arise between the Company and its Officers and
Directors.
INDEMNIFICATION
Management will attempt to resolve any conflicts of
interest that may arise in favor of the Company. Failure to
do so could result in fiduciary liability to management. The
General Corporation Law of Nevada permits provisions in the
articles, by-laws or resolutions approved by shareholders
which limit liability of directors for breach of fiduciary
duty to certain specified circumstances, namely, breaches of
their duties of loyalty, acts or omissions not in good faith
or which involve intentional misconduct or knowing violation
of law, acts involving unlawful payment of dividends (the
Company is not anticipating paying any dividends) or unlawful
stock purchases or redemptions, or any transaction from which
a director derives an improper personal benefit. The
articles with these exceptions eliminate any personal
liability of a director to the Company or its shareholders
for monetary damages for the breach of a director's fiduciary
duty and therefore a director cannot be held liable for
damages to the Company or its shareholders for gross
negligence or lack of due care in carrying out his fiduciary
duties as a director. The Company's by-laws indemnify its
officers and directors to the full extent permitted by Nevada
law. Nevada law permits indemnification if a director or
officer acts in good faith in a manner reasonably believed to
be in, or not opposed to, the best interests of the
corporation. A director or officer must be indemnified as to
any matter in which he successfully defends himself.
Indemnification is prohibited as to any matter in which the
director or officer is adjudged liable to the corporation.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing
provisions or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.
FIDUCIARY RESPONSIBILITY OF THE OFFICERS AND
DIRECTORS
The Officers and Directors of the Company are accountable
to the Shareholders of the Company as fiduciaries, which
means such Officers and Directors are required to exercise
good faith and integrity in handling the Company's affairs.
A shareholder may be able to institute legal action on
behalf of himself and all other similarly situated
shareholders to recover damages where the Company has failed
or refused to observe the law. Shareholders may, subject to
applicable rules of civil procedure, be able to bring a class
action or derivative suit to enforce their rights, including
rights under certain federal and state securities laws and
regulations. Shareholders who have suffered losses in
connection with the purchase or sale of their interest in the
Company due to a breach of a fiduciary duty by an Officer or
Director of the Company in connection with such sale or
purchase, including the misapplication by any such Officer or
Director or the proceeds from the sale of these securities,
may be able to recover such losses from the Company.
The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or
omissions not amounting to intentional misconduct, fraud or a
knowing violation of the law, since provisions have been made
in the Articles of Incorporation and By-laws limiting such
liability. The Articles of Incorporation and By-laws also
provide for indemnification of the Officers and Directors of
the Company in most cases for any liability suffered by them
or arising out of their activities as Officers and Directors
of the Company if they were not engaged in intentional
misconduct, fraud or a knowing violation of the law.
Therefore, purchasers of these securities may have a more
limited right of action than they would have except for this
limitation in the Articles of Incorporation and By-laws. In
the opinion of the Securities and Exchange Commission,
indemnification for liabilities arising under the Securities
Act of 1933 is contrary to public policy and, therefore,
unenforceable.
The Company will not acquire assets from its current
management or any entity in which such management has a five
percent or greater equity interest unless the Company has
first received an independent opinion as to the fairness of
the terms of the acquisition. In negotiation the terms of
the acquisition of the assets, management may be influenced
by the possibility of future personal benefit from unrelated
business dealings with such persons or entities. Management
believes that any such conflict will be resolved in favor of
the Company and its shareholders. The Officers and Directors
are required to exercise good faith and integrity in handling
the Company's affairs. Management of the Company has agreed
to abide by this fiduciary duty.
It should be noted that this is a rapidly developing and
changing area of the law. Investors are urged to consult
their own legal counsel.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Insofar as Indemnification for liabilities arising under
the Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling persons for the small
business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.
In the event that any claim for indemnification against
such liabilities (other than the payment by the small business
issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the small business issuer will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the securities Act and will be governed by the final
adjudication of such issue.
ORGANIZATION WITHIN LAST FIVE YEARS
The Company is a start up company and has no operating
history. As soon as the money from this offering is made
available, the Company expects to make all arrangements
necessary so that it can commence operations in 1998.
DESCRIPTION OF SECURITIES
The following statements do not purport to be complete and
are qualified in their entirety by reference to the detailed
provisions of the Company's Articles of Incorporation and
Bylaws, copies of which will be furnished to an investor upon
written request therefor. See "Further Information."
AUTHORIZED CAPITAL
The company's authorized capital stock consists of
50,000,000 shares of $.001 par value Common Stock. As of the
date of this Offering Memorandum, the Company has outstanding
1,000,000 shares of its Common Stock, all of which are
validly issued, fully paid and non-assessable.
UNITS
Each Unit being offered hereby consists of one share of
the Company's Common Stock, $.001 par value and three
Warrants to purchase three additional shares of Common Stock.
The Shares being registered pursuant to the registration
statement of which this prospectus is a part are shares of
Common Stock, all of the same class and entitled to the same
rights and privileges as all other shares of Common Stock The
Common Stock and Warrant constituting a single Unit will be
separately transferrable upon issuance. Currently there are
no markets for the Units or Warrants and no assurances there
will ever be a public market in the future.
COMMON STOCK
The Company is presently authorized to issue 50,000,000
shares of $.001 par value Common Stock. The Company
presently has 1,000,000 shares issued and outstanding, and
100,000 shares of Common Stock are included in the Units
which are for sale in this offering, and an additional
300,000 shares are issuable upon exercise of the Warrants
contained in the Units. The Company has reserved from its
authorized but unissued shares a sufficient number of shares
of Common Stock for issuance of the Common Stock included in
the Units offered hereby and underlying the Warrants included
in the Units.
The shares of Common Stock issuable on completion of the
offering and upon exercise of the Warrants will be, when
issued in accordance with the terms of the offering, fully
paid and non-assessable.
The holders of Common Stock, including the shares
contained in the Units offered hereby and those issuable upon
exercise of any Warrants, are entitled to equal dividends and
distributions, per share, with respect to the Common Stock
when, as and if declared by the Board of Directors from funds
legally available therefore. However, the Company has not
paid any dividends on Common Stock to date and does not
anticipate paying dividends on Common Stock in the
foreseeable future. The Company intends for the foreseeable
future to follow a policy of retaining all of its earnings,
if any, to finance the development and expansion of its
business. No holder of any shares of Common Stock has a pre-
emptive right to subscribe for any securities of the Company
nor are any common shares subject to redemption or
convertible into other securities of the Company. Upon
liquidation, dissolution or winding up of the Company, and
after payment of creditors and preferred stockholders, if
any, the assets will be divided pro-rata on a share-for-share
basis among the holders of the shares of Common Stock. All
shares of Common Stock now outstanding are fully paid,
validly issued and non-assessable. Each share of Common
Stock is entitled to one vote with respect to the election of
any director or any other matter upon which shareholders are
required or permitted to vote. Holders of the Company's
Common Stock do not have cumulative voting rights, so that
the holders of more than 50% of the combined shares voting
for the election of directors may elect all of the directors,
if they choose to do so and, in that event, the holders of
the remaining shares will not be able to elect any members to
the Board of Directors.
PREFERRED STOCK
None of the Company's 10,000,000 shares of preferred stock
is issued and outstanding, and the Company currently has no
plans to issue any 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 the common stock.
The Company considers it desirable to have preferred stock
available to provide increased flexibility in structuring
possible future acquisitions and financing and in meeting
corporate needs which may arise. If opportunities arise that
would make desirable the issuance of preferred stock through
either public offerings or private placements, the provisions
for preferred stock in the Company's Certificate 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 the 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 the
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 the terms which it deems to be in the best
interest of the Company and its shareholders.
WARRANTS
Each Warrant represents the right to purchase one share of
Common Stock at an initial exercise price of $2.50 per share
for a period of one year from the date hereof. The exercise
price and the number of shares issuable upon exercise of the
Warrants are subject to adjustment in certain events, to the
extent that such events occur after the effective date of the
Warrant Agency Agreement, including the issuance of Common
Stock as a dividend on shares of Common Stock, subdivisions
or combinations of the Common Stock or similar events.
Except as stated in the preceding sentence, the Warrants do
not contain provisions protecting against dilution resulting
from the sale of additional shares of Common Stock for less
that the exercise price of the Warrants or the current market
price of the Company's securities.
Warrants, beginning six months from the date hereof, may
be redeemed in whole or in part, at the option of the Company
upon 30 days' notice, at a redemption price of $.01 per
Warrant if the closing price of the Company's Common Stock on
the NASDAQ Bulletin Board is at least $3.00 per share (150%
of the Unit Price) for 20 consecutive trading days, ending
not earlier than five days before the Warrants are called for
redemption. Although the Company would not normally do so, in
the event it calls for redemption of the Warrants at a time
when exercise is not possible or is impractical,
warrantholders would be compelled to accept the nominal
redemption price of $.01 per warrant. If exercise of the
Warrants is qualified or exempt from qualification, and the
Company should call for redemption, warrantholders would have
a minimum of 30 days in which to decide whether to exercise
their Warrants, after which they would have to accept the
redemption price.
Holders of Warrants may exercise their Warrants for the
purchase of shares of Common Stock only if a current
prospectus relating to such shares is then in effect and only
if such shares are qualified for sale, or deemed to be exempt
from qualification, under applicable state securities laws.
The Company is required to use its best efforts to maintain a
current Prospectus relating to such shares of Common Stock at
all times when the market price of the Common Stock exceeds
the exercise price of the Warrants until the expiration date
of the Warrants, although there can be no assurance that the
Company will be able to do so.
Holders of Warrants will be entitled to notice in the
event of (a) the granting by the Company to all holders of
its Common Stock of rights to purchase any shares of capital
stock or any other rights or (b) any reclassification of the
Common Stock, any consolidation of the Company with, or
merger of the Company into any other person or merger of any
other person into the Company (other than a merger that does
not result in any reclassification, conversion, exchange or
cancellation of any outstanding shares of Common Stock), or
any sale or transfer of all or substantially all of the
assets of the Company.
The Company has reserved from it authorized unissued
shares a sufficient number of shares of Common Stock for
issuance on exercise of the Warrants. During the period in
which a Warrant is exercisable, exercise of such Warrant may
be effected by delivery of the Warrant, duly endorsed for
exercise and accompanied by payment of the exercise price and
any applicable taxes or governmental charges, to the Warrant
Agent. The shares of Common Stock issuable on exercise of
the Warrants will be, when issued in accordance with the
Warrants, full paid and non-assessable.
For the life of the Warrants, the holders thereof have the
opportunity to profit from a rise in the market value for the
Company's Common Stock, with a resulting dilution in the
interest of all other shareholders. So long as the Warrants
are outstanding, the terms on which the Company could obtain
additional capital may be adversely affected. The holders of
such Warrants might be expected to exercise them at a time
when the Company would, in all likelihood, be able to obtain
any needed capital by offering of securities on terms more
favorable than those provided for by such Warrants.
Except as described above, the holders of the Warrants
have no rights as stockholders of the Company until they
exercise their Warrants.
TRANSFER AND WARRANT AGENT
Interwest Transfer Company, Inc, 1981 East 4800 South,
Suite 100, Salt Lake City, Utah 84117 is the Transfer Agent
and Registrar for the Company's $.001 par value Common Stock
and warrant agent for the Warrants.
DIVIDEND POLICY
The Company has not paid any dividends on Common Stock to
date and does not anticipate paying dividends on Common Stock
in the foreseeable future. The Company intends for the
foreseeable future to follow a policy of retaining all of its
earnings, if any, to finance the development and expansion of
its business.
SHARES ELIGIBLE FOR FUTURE SALE
All 1,000,000 shares of Common Stock issued during
incorporation which are currently held by a founder
shareholder are "restricted securities," as that term is
defined under Rule 144 promulgated under the Securities Act
of 1933, as amended, in that such shares were issued and sold
by the Company without registration, in private transactions
not involving a public offering, and/or are securities held
by affiliates. Although such restricted and affiliate
securities are not presently tradeable in any public market
which may develop for the Common Stock, such securities may
in the future be publicly sold into any such market, if such
a market should develop, in accordance with the provisions of
Rule 144. In general, under Rule 144 as currently in effect,
a person (or group of persons whose share are aggregated),
including affiliates of the Company, can sell within any
three-month period, a number of shares of restricted
securities that does not exceed the greater of 1% of the
total number of outstanding shares of the same class, or (if
the Stock becomes quoted on NASDAQ or a stock exchange), the
reported average weekly trading volume during the four
calendar weeks preceding the sale; provided, that at least
one year have elapsed since the restricted securities being
sold were acquired from the Company or any affiliate of the
Company, and provided further that certain other conditions
are also satisfied. If at least two years have elapsed since
the restricted securities were acquired from the Company or
an affiliate of the Company, a person who has not been an
affiliate of the Company for at least three months is
entitled to sell such restricted shares under Rule 144
without regard to any limitations on the amount. Future
sales by current shareholders, especially of substantial
amounts, could depress the market prices of the Common Stock
in any market that may develop. It is anticipated that all
of the shares sold pursuant to this offering, unless acquired
by affiliates, will not be subject to restrictions on
transferability and will, upon issuance, be eligible for sale
into any public market which may develop for the Common Stock
of the Company.
PLAN OF DISTRIBUTION
GENERAL
The Company is offering the securities on a "best-efforts,
all or none" basis. The offering will be managed by the
Company without any underwriter, and without any underwriting
discounts or sales commissions. The Units will be offered and
sold by Officers of the Company, who will receive no sales
commissions or other compensation, except for reimbursement
of expenses actually incurred on behalf of the Company for
such activities. The securities will be offered at a price
of $2.00 per Unit.
METHOD OF SUBSCRIBING
Persons may subscribe for the Units by filling in and
signing the Subscription Agreement and other execution
documents included herewith and delivering them to the
Company prior to the Expiration Date as defined below. These
documents will contain representations as to the investor's
qualifications to purchase the Units and his ability to
evaluate and bear the risk of an investment in the Company,
and will contain an acknowledgment of the receipt of the
opportunity to make inquiries and obtain additional
information. The Company may reject any subscription in its
sole discretion for any reason. Certificates of Common Stock
and Warrants subscribed for will be issued as soon as
practicable after the Subscription is accepted by the Company
after review of the subscription materials.
EXPIRATION DATE
The subscription offer will expire ("Expiration Date") on
the earlier of , , 1998 or when the entire offering
is subscribed for (unless the Company, at its option, extends
the offering period and updates the disclosures contained
herein.)
RIGHT TO REJECT
The Company reserves the right to reject any subscription
in its sole discretion for any reason whatsoever prior to the
time funds for such subscription are deposited by the Company
and to withdraw this offer at any time.
OPPORTUNITY TO MAKE INQUIRIES
The Company will make available to each Offeree prior to
any sale of the Units the opportunity to ask questions and
receive answers from the Officers and Directors of the
Company concerning any aspect of the investment and to obtain
any additional information contained in this Memorandum, to
the extent that the Company possesses such information or can
acquire it without unreasonable effort or expense. All
information to be obtained from the Company, at 70 Horizon
Drive, N.H., Bedford, NH 03110, telephone (603) 472-7068,
facsimile (603) 472-7043.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The statements wider the heading "Certain Federal Income
Tax Considerations," to the extent such statements refer to
matters of tax law. are solely the opinions of management.
Management has nor sought or obtained any formal legal
opinion as to such matters, and no conclusion of counsel is
binding on the Internal Revenue Service or the courts in any
event- There can be no assurance that the Internal Revenue
Service or the courts will not reach different conclusions
regarding the transactions contemplated hereby. This
discussion does not address certain Federal income tax
consequences that are the result of special rules. such as
those that apply to life insurance companies, tax exempt
entities, foreign corporations- and non-resident alien
individuals. In addition, the discussion does nor address
alternative minimum tax considerations and is limited to
investors who will hold Common Stock as "capital assets"
(generally, property held for investment) within the meaning
of Section 1221 of the Internal Revenue Code of 1986, as
amended (the "Code"). This discussion also assumes that the
Common Stock will be traded on an established securities
market. This discussion is based on relevant provisions of
the Code the Treasury Regulations promulgated thereunder (the
"Regulations"), revenue rulings published in the Internal
Revenue Bulletin and judicial decisions in effect at the date
of this Prospectus. There can be no assurance that future
changes in applicable law or administrative and judicial
interpretations thereof will not adversely affect the tax
consequences discussed herein.
The tax treatment to a holder of Common Stock may vary
depending on such holder's particular situation. Potential
investors should consult their own tax advisors as to the tax
treatment that way be anticipated to result from the
ownership or disposition of common stock in their particular
circumstances, including the application of foreign. state or
local tax laws or mate and tax considerations
STATE AND LOCAL INCOME TAXES
A holder of Common Stock may be liable for state and
local income taxes with respect to dividends paid or gain
from the sale. exchange Or redemption of Common Stock Many
states and localities do not allow corporations a deduction
analogous to the Federal dividends received deduction.
Prospective investors are advised to consult their own tax
advisors as to the state, local and other tax consequences Of
acquiring, holding and disposing of Common Stock.
LEGAL MATTERS
To the knowledge of management there is no material
litigation pending or threatened against the Company. Legal
counsel for the Company, in connection with this offering, is
David C. Cundick, Bank One Tower, Suite 900, 50 West
Broadway, Salt Lake City, Utah 84101.
EXPERTS
The financial statements of Micro Interconnect Technology,
Inc. as of February 28, 1998, included in this Prospectus
have been examined by Pritchett, Siler, & Hardy, PC,
independent certified public accountants, as indicated in
their report with respect thereto, and are included herein in
reliance on such report given upon the authority of that firm
as experts in accounting and auditing.
No dealer, salesman or other
person is authorized to give
any information or to make
any representations other
than those contained in this
Prospectus in connection
with the offer made hereby.
If given or made, such
information or
representations must not be
relied upon as having been
authorized by the Company.
This Prospectus does not
constitute an offer to sell
or a solicitation of an
offer to by any of the
securities covered hereby in
any jurisdiction or to any
person to whom it is
unlawful to make such offer
or solicitation in such
jurisdiction. Neither the
delivery of this Prospectus
nor any sale made hereunder
shall, in any circumstances,
create any implication that
there has been no change in
the affairs of the Company
since the date hereof.
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION. . . 2
PROSPECTUS SUMMARY . . . . 3
RISKS FACTORS. . . . . . . 5
DILUTION . . . . . . . . . 8
COMPARATIVE DATA . . . . . 9
MANAGEMENTS PLAN OF
OPERATION. . . . . . . . . 9
BUSINESS . . . . . . . . .10
MANAGEMENT . . . . . . . .12
CERTAIN TRANSACTIONS . . .15
PRINCIPAL SHAREHOLDERS . .20
DESCRIPTION OF SECURITIES.21
CERTAIN FEDERAL INCOME TAX
CONSIDERATIONS. . . .22
PLAN OF DISTRIBUTION . . .23
LEGAL MATTERS. . . . . . .24
EXPERTS. . . . . . . . . .25
FINANCIAL STATEMENTS . . F-1
100,000 Units
MICRO INTERCONNECT
TECHNOLOGY, INC.
PROSPECTUS
May , 1998
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. Indemnification of Directors and officers
The statutes, charter Provisions, bylaws, contracts or other
arrangements under which controlling persons, directors or
officers of the registrant are insured or indemnified in any
manner against any liability which they may incur in such
capacity are as follows:
(a) Section 78.751 of the Nevada Business Corporation Act
provides that each corporation shall have the following
powers:
1. A corporation may indemnify any person who was or is
a party or is threatened to he made a party to any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the
corporation, by reason of the fact that lie is or was a
director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as
a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually
and reasonably Incurred by him in connection with the
action, suit or proceeding if he acted in good faith and
in a manner which lie reasonably believed to be in or not
opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo
contenders or its equivalent, does not, or itself create a
presumption that the person did not act in good faith and
in a manner which he reasonably believed to he in or not
opposed to the best interests of the corporation, and
that, with respect to any criminal action or proceeding,
he had reasonable cause to believe that his conduct was
unlawful.
2. A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a
director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually, and reasonably
incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith
and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation.
Indemnification may not be made for any Claim, issue or
matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction,
determines upon application that in view of all the
circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the
court deems proper.
3. To the extent that a director, officer, employee or
agent of a corporation has been successful oil the merits
or otherwise in defense of any action, suit or proceeding
refereed to in subsections 1 and I, or in defense of any
claim, issue or matter therein, he must be indemnified by
the corporation against expenses, including attorneys'
fees, actually and reasonably incurred by him in
connection with the defense.
4. Any indemnification under subsections 1 and 1, unless
ordered by a court or advanced pursuant to subsection 5,
must he made by the corporation only as authorized in the
specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the
circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a
quorum consisting of directors who were not parties to
the act, suit or proceeding;
(c) If a majority vote of a quorum consisting of
directors who were not parties to the act, suit or
proceeding so orders, by independent legal counsel, in
a written opinion; or
(d) If a quorum consisting of directors two were not
parties to the act, suit or proceeding cannot be
obtained, by independent legal counsel in a written
opinion.
5. The certificate or articles of incorporation, the
bylaws or an agreement made by the corporation may provide
that 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 oil
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. The provisions of this subsection do not
affect any rights to advancement of expenses to which
corporate personnel other than directors or officers may
be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses
authorized in or ordered by a court pursuant to this
section:
(a) Does not exclude any other rights to which a
person seeking indemnification or advancement of expenses
may be entitled under the certificate or articles of
incorporation or any bylaw, agreement, vote of
stockholders of disinterested directors or otherwise,
for either an action in his official capacity or an
action in another capacity while holding his office,
except that indemnification, unless ordered by a court
pursuant to subsection 2 or for the advancement of
expenses made pursuant to subsection 5, may not be made
to or on behalf of any director or officer if a final
adjudication establishes that his acts or omissions
involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of
action.
(b) Continues for a person who has ceased to be a
director, officer, employee or agent and inures to the
benefit of the heirs, executors and administrators of
such a person.
7. The registrant's Articles of Incorporation limit
liability of its officers and Directors to the full extent
permitted by the Nevada Business Corporation Act.
ITEM 25. Other Expenses of Issuance and Distribution*
The following table sets forth the estimated costs and
expenses to be paid by the Company in connection with the
Offering described in the Registration Statement.
Amount
SEC registration fee $280
Blue sky fees and expenses $1,000
Printing and shipping expenses $500
Legal fees and expenses $20,000
Accounting fees and expenses $1,000
Transfer and Miscellaneous expenses $1,000
Total $23,420
* All expenses except SEC registration fee are estimated.
ITEM 26. Recent Sales of Unregistered Securities
On February 11, 1998 Mr. Edward N. Berg purchased
1,000,000 shares for $10,000 in conjunction with foundation
of the Company. As of this date, Mr. Berg owns 1,000,000
shares of restricted common stock of the Company for which he
paid a total of $10,000.
ITEM 27. Exhibits Index
SEC
Reference Exhibit No. Document
3 3 Articles of Incorporation
3 3 BY-Laws
4 3 Instruments defining the rights
of security holders, including indentures
5 5 Opinion on Legality
23 23 Consents of Experts and Counsel
27 27 Financial Data Schedule
99 99 Micro Interconnect Technology, Inc. 1998
Stock option Plan.
99 99 Exclusive Licensing Agreement
99 99 Fund Impound Agreement
ITEM 28. Undertakings
Subject to the terms and conditions of section 15(d) of
the Securities Exchange Act of 1934, the undersigned
Registration hereby undertakes to file with the Securities
and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by
any rule or regulation of the Commission heretofore or
hereafter duly adopted pursuant to authority conferred to
that section.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to its Articles of Incorporation or provisions of the Nevada
Revised Statutes, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of counsel the matter
has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question, whether or not such
indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
The Registrant hereby undertakes to:
1. File, during any period in which it offers or sells
securities, a post-effective amendment to this
registration statement to:
(i) Include any prospectus required by section 10(a)(3)
of the Securities Act;
(ii) Reflect in the prospectus any facts or events
which, individually or together, represent a fundamental
change in the information in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation may be reflected
in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) Include any additional or changed material
information on the plan of distribution.
2. For determining liability under the Securities Act
treat each post effective amendment as a new registration
statement of the securities offered, and the offering of
the securities at that time to be the initial bona fide
offering.
3. File a post-effective amendment to remove from
registration any of the securities that remain unsold at
the end of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements of filing on
Form SB-2 and authorized this amendment to Registration
Statement to be signed on its behalf by the undersigned, in
the City of Bedford, State of New Hampshire, on April
28,1998.
MICRO INTERCONNECT TECHNOLOGY, INC.
By:/s/ Edward N. Berg
Edward N. Berg
Chairman (Chief Executive officer)
Director and President
Pursuant to the requirements of the Securities Act of
1933, this amendment to Registration Statement has been
signed by the following persons in the capacities and on the
date indicated.
Signatures Title Date
/s/ Edward N. Berg Chairman May 6, 1998
Edward N. Berg (Chief Executive officer)
Director and President
/s/ David B. Ostler Director May 6, 1998
David B. Ostler Secretary/ Treasurer
/s/ James R. Boyack Director May 6, 1998
James R. Boyack
/s/ Woodie Flowers Director May 6, 1998
Woodie Flowers
/s/ Peter Roth Director May 6, 1998
Peter Roth
MICRO INTERCONNECT TECHNOLOGY, INC.
[A Development Stage Company]
FINANCIAL STATEMENTS
FEBRUARY 28, 1998
PRITCHETT, SILER & HARDY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
MICRO INTERCONNECT TECHNOLOGY, INC.
[A Development Stage Company]
CONTENTS
PAGE
_ Independent Auditors' Report 1
_ Balance Sheet, February 28, 1998 2
_ Statement of Operations, from inception
on February 11, 1998 through February 28,
1998 3
_ Statement of Stockholders' Equity,
from inception on February 11, 1998
through February 28, 1998 4
_ Statement of Cash Flows, from inception
on February 11, 1998 through February 28,
1998 5
_ Notes to Financial Statements 6 - 8
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
MICRO INTERCONNECT TECHNOLOGY, INC.
Bedford, New Hampshire
We have audited the accompanying balance sheet of Micro Interconnect
Technology, Inc. [a development stage company] at February 28, 1998, and
the related statements of operations, stockholders' equity and cash flows
from inception on February 11, 1998 through February 28, 1998. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our 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 audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements audited by us present fairly, in
all material respects, the financial position of Micro Interconnect
Technology, Inc. as of February 28, 1998, and the results of its operations
and its cash flows for the period from inception through February 28, 1998,
in conformity with generally accepted accounting principles.
/s/ PRITCHETT, SILER & HARDY, P.C.
Salt Lake City, Utah
March 9, 1998
<PAGE>
MICRO INTERCONNECT TECHNOLOGY, INC.
[A Development Stage Company]
BALANCE SHEET
ASSETS
February 28,
1998
_____________
CURRENT ASSETS:
Cash in bank $ 10,000
OTHER ASSETS:
Organization costs, net 478
___________
$ 10,478
___________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Payable to related party $ 486
___________
Total Current Liabilities 486
___________
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value,
10,000,000 shares authorized,
no shares issued and outstanding -
Common stock, $.001 par value,
50,000,000 shares authorized,
1,000,000 shares issued and
outstanding 1,000
Capital in excess of par value 9,000
Deficit accumulated during the
development stage (8)
___________
Total Stockholders' Equity 9,992
___________
$ 10,478
___________
The accompanying notes are an integral part of this financial statement.
-2-
<PAGE>
MICRO INTERCONNECT TECHNOLOGY, INC.
[A Development Stage Company]
STATEMENT OF OPERATIONS
From Inception
on February 11,
1998 Through
February 28, 1998
_________________
REVENUE $ -
_____________
EXPENSES:
Amortization 8
_____________
LOSS BEFORE INCOME TAXES (8)
CURRENT TAX EXPENSE -
DEFERRED TAX EXPENSE -
_____________
NET LOSS $ (8)
_____________
LOSS PER COMMON SHARE $ (.00)
_____________
The accompanying notes are an integral part of this financial statement.
-3-
<PAGE>
MICRO INTERCONNECT TECHNOLOGY, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION ON FEBRUARY 11, 1998
THROUGH FEBRUARY 28, 1998
Deficit
Accumulated
Preferred Stock Common Stock Capital in During the
__________________ _________________ Excess of Development
Shares Amount Shares Amount Par Value Stage
________ ______ __________ ______ __________ ___________
BALANCE,
February 11, 1998 - $ - - $ - $ - $ -
Issuance of
1,000,000 shares
common stock for
cash, February,
1998 at $.01
per share - - 1,000,000 1,000 9,000 -
Net loss for
the period ended
February 28, 1998 - - - - - (8)
________ ______ __________ ______ ___________ __________
BALANCE,
February 28, 1998 - $ - 1,000,000 $1,000 $ 9,000 $ (8)
________ ______ __________ ______ ___________ __________
The accompanying notes are an integral part of this financial statement.
-4-
<PAGE>
MICRO INTERCONNECT TECHNOLOGY, INC.
[A Development Stage Company]
STATEMENT OF CASH FLOWS
From Inception
on February 11,
1998 Through
February 28, 1998
__________________
Cash Flows to Operating Activities:
Net loss $ (8)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Amortization expenses 8
________________
Net Cash Flows to Operating Activities -
________________
Cash Flows to Investing Activities:
Payments for organization costs -
________________
Net Cash to Investing Activities -
________________
Cash Flows from Financing Activities:
Proceeds from common stock issuance 10,000
________________
Net Cash from Financing Activities 10,000
________________
Net Increase in Cash 10,000
Cash at Beginning of Period -
________________
Cash at End of Period $ 10,000
________________
Supplemental Disclosures of Cash Flow information:
Cash paid during the period for:
Interest $ -
Income taxes $ -
Supplemental schedule of Noncash Investing and Financing Activities:
For the period ended February 28, 1998:
Accounts payable to a related party were incurred for organization costs
of $486.
The accompanying notes are an integral part of this financial statement.
-5-
<PAGE>
MICRO INTERCONNECT TECHNOLOGY, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - The Company was organized under the laws of the State of
Nevada on February 11, 1998. The Company has not commenced planned
principal operations and is considered a development stage company as
defined in SFAS No. 7. The Company is planning to engage in the business
of developing proprietary technology to make electronic devices that link
electronic components together smaller and to operate at higher speeds. The
Company has, at the present time, not paid any dividends and any
dividends that may be paid in the future will depend upon the financial
requirements of the Company and other relevant factors.
Organization Costs - The Company is amortizing its organization costs,
which reflect amounts expended to organize the Company, over sixty [60]
months using the straight line method.
Loss Per Share - The computation of loss per share is based on the weighted
average number of shares outstanding during the period presented in
accordance with statement of Financial Standard No. 128, "Earnings Per
Share". [See Note 6]
Statement of Cash Flows - For purposes of the statement of cash flows, the
Company considers all highly liquid debt investments purchased with a
maturity of three months or less to be cash equivalents.
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosures of contingent assets and
liabilities at the date of the financial statements, and the reported
amount of revenues and expenses during the reported period. Actual results
could differ from those estimated.
Stock Based Compensation - The Company accounts for its stock based
compensation in accordance with Statement of Financial Accounting Standards
123 "Accounting for Stock-Based Compensation." This statement establishes
an accounting method based on the fair value of equity instruments awarded
to employees as compensation. However, companies are permitted to continue
applying previous accounting standards in the determination of net income
with disclosure in the notes to the financial statements of the differences
between previous accounting measurements and those formulated by the new
accounting standard. The Company has adopted the disclosure only
provisions of SFAS No. 123 accordingly, the Company has elected to
determine net income using previous accounting standards.
NOTE 2 - CAPITAL STOCK
Stock Option Plan - On February 17, 1998, the Board of Directors of the
Company adopted and the stockholders at that time approved, the 1998 Stock
Option Plan. The plan provides for the granting of awards of up to
1,000,000 shares of common stock to sales representatives, officers,
directors, consultants and employees. The awards can consist of stock
options, restricted stock awards, deferred stock awards, stock appreciation
rights and other stock-based awards as described in the plan. Awards under
the plan will be granted as determined by the board of directors. At
present, no awards have been granted under the plan.
-6-
<PAGE>
MICRO INTERCONNECT TECHNOLOGY, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - CAPITAL STOCK [Continued]
Common Stock - During February, 1998, in connection with its organization,
the Company issued 1,000,000 shares of its previously authorized, but
unissued common stock. Total proceeds from the sale of stock amounted to
$10,000 (or $.01 per share).
Preferred Stock - The Company has authorized 10,000,000 shares of preferred
stock, $.001 par value, with such rights, preferences and designations and
to be issued in such series as determined by the Board of Directors. No
shares are issued and outstanding at February 28, 1998.
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes". FASB
109 requires the Company to provide a net deferred tax asset/liability
equal to the expected future tax benefit/expense of temporary reporting
differences between book and tax accounting methods and any available
operating loss or tax credit carryforwards. At February 28, 1998 there
were no material deferred tax assets or liabilities, current or deferred
tax expense, or net operating loss carryforwards.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - The Company has not paid any compensation to its
officers and directors.
Office Space - The Company has not had a need to rent office space. An
officer/shareholder of the Company is allowing the Company to use his home
as a mailing address, as needed, at no expense to the Company.
Payable to Related Party - An officer/shareholder of the Company paid
organization costs of $486 on behalf of the Company.
NOTE 5 - DEVELOPMENT STAGE COMPANY
The Company was formed with a very specific business plan. However, the
possibility exists that the Company could expend virtually all of its
working capital in a relatively short time period and may not be successful
in establishing on-going profitable operations.
NOTE 6 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share for
the period ended February 28, 1998:
1998
____________
Loss from continuing operations
available to common shareholders
(numerator) $ (8)
____________
Weighted average number of common
shares outstanding used in loss per
share for the period (denominator) $ 1,000,000
____________
-7-
<PAGE>
MICRO INTERCONNECT TECHNOLOGY, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - SUBSEQUENT EVENTS
Proposed Public Offering of Common Stock - The Company is proposing
to make a public offering of 100,000 units consisting of a total of
100,000 shares of common stock and 300,000 redeemable common stock
purchase warrants. Each warrant allows the holder to purchase one
share of common stock for $2.50; the warrants are subject to adjustment
in certain events and are exercisable for a period of one year from the
date of the offering. The Company may redeem the warrants at a price
of $.01 per warrant, at any time beginning six months after the date
of the offering upon not less than 30 days prior written notice, if
the closing bid price of the Company's common stock on the Nasdaq
Bulletin Board is at least $3.00 per share for twenty consecutive
trading days, ending not earlier than five days before the warrants
are called for redemption. The Company plans to file a registration
statement with the United States Securities and Exchange Commission
on Form SB-2 under the Securities Act of 1933. An offering price
of $2 per unit has arbitrarily been determined by the Company. The
offering will be managed by the Company without any underwriter. The
units will be offered and sold by an officer of the Company, who will
receive no sales commissions or other compensation in connection with
the offering, except for reimbursement of expenses actually incurred
on behalf of the Company in connection with the offering. The Company
has not incurred any stock offering costs as of February 28, 1998, but
any such costs will be netted against the proceeds of the proposed
public stock offering.
License Agreement - The Company entered into an exclusive licensing
agreement with the officer and shareholder of the Company for the
exclusive rights for patents covering electronic interconnection
manufacturing technologies for the United States and it's territories
and possessions. The agreement expires March 31, 2007. The Company
will pay a 1% royalty of gross sales and receipts for the right
beginning January 1999.
-8-
<PAGE>
ARTICLES OF INCORPORATION
OF
MICRO INTERCONNECT TECHNOLOGY, INC.
ARTICLE I
The name of the corporation (which is hereinafter
referred to as the "Corporation") is Micro Interconnect
Technology, Inc.
ARTICLE II
The address of the registered office of the Corporation
in the State of Nevada is 3230 East Flamingo Road, Suite
#156, Las Vegas, Nevada 89121. The name of the registered
agent of the Corporation is Gateway Enterprises, Inc.
ARTICLE III
The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be
organized under the provisions of Chapter 78 of the Nevada
Revised Statutes.
ARTICLE IV
a. Common Stock. The aggregate number of shares of
Common Stock which the Corporation shall have
authority to issue is 50,000,000 shares at a par
value of $.001 per share. All stock when issued
shall be fully paid and non-assessable, shall be
of the same class and have the same rights and
preferences.
Each share of Common Stock shall be entitled to
one vote at a stockholder's meetings, either in
person or by proxy. Cumulative voting in
elections of Directors and all other matters
brought before stockholders meeting, whether they
be annual or special, shall not be permitted.
The holders of the capital stock of the
Corporation shall not be personally liable for the
payment of the Corporation's debts and the private
property of the holders of the capital stock of
the Corporation shall not be subject to the
payment of debts of the Corporation to any extent
whatsoever.
Stockholders of the Corporation shall not have
any preemptive rights to subscribe for additional
issues of stock of the Corporation except as may
be agreed from time to time by the Corporation and
any such stockholder.
b. Preferred Stock. The aggregate number of share of
Preferred Stock which the Corporation shall have
authority to issue is 10,000,000 shares, par value
$.001, which may be issued in series, with such
designations, preferences, stated values, rights,
qualifications or limitations as determined solely
by the Board of Directors of the Corporation.
ARTICLE V
The amount of the authorized stock of the Corporation of
any class or classes may be increased or decreased by the
affirmative vote of the holders of a majority of the voting
power of all shares of the Corporation entitled to vote
generally in the election of directors, voting together as
a single class.
ARTICLE VI
SECTION 1. Number. Election and Terms of Directors. The
members of the governing board of the Corporation shall be
styled Directors of the Corporation. The number of the
Directors of the Corporation shall be fixed from time to
time by or pursuant to the By-Laws of the Corporation, and
shall initially be one.
SECTION 2. Newly Created Directorships and Vacancies.
Newly created directorships resulting from any increase in
the number of Directors and any vacancies on the Board of
Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled
only by the affirmative vote of a majority of the remaining
Directors then in office, even though less than a quorum of
the Board of Directors. No decrease in the number of
Directors constituting the Board of Directors shall shorten
the term of any incumbent Director.
SECTION 3. Removal of Directors. Any Director may be
removed from office, with or without cause, only by the
affirmative vote of the holders of 51% of the voting power
of all shares of the Corporation entitled to vote generally
in the election of Directors, voting together as a single
class.
ARTICLE VII
Any action required or permitted to be taken by the
stockholders of the Corporation may be effected by any
consent in writing by such holders, signed by holders of
not less than that number of shares of Common Stock
required to approve such action.
ARTICLE VIII
Subject to any express provision of the laws of the
State of Nevada or these Articles of Incorporation, the
Board of Directors shall have the power to make, alter,
amend and repeal the By-Laws of the Corporation (except so
far as By-Laws of the Corporation adopted by the
stockholders shall otherwise provide). Any By-Laws made by
the Directors under the powers conferred hereby may be
altered, amended or repealed by the Directors or by the
stockholders.
ARTICLE IX
Election of Directors need not be by ballot unless the
By-laws of the Corporation shall so provide.
ARTICLE X
SECTION 1. Elimination of Certain Liability of
Directors. A Director of the Corporation shall not be
personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the
Director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing
violation of law, (iii) for the payment of distributions to
stockholders in violation of Section 78.300 of the Nevada
Revised Statutes, or (iv) for any transaction from which
the Director derived an improper personal benefit.
SECTION 2. Indemnification and Insurance.
a. Action, etc.. Other Than by or in the Right of the
Corporation. The Corporation shall indemnify and
hold harmless, to the fullest extent permitted by
applicable law as it presently exists or may
hereafter be amended, any Agent (as hereinafter
defined) against costs, charges and Expenses (as
hereinafter defined), judgments, fines and amounts
paid in settlement actually and reasonably
incurred by the Agent in connection with such
action, suit or proceeding, and any appeal
therefrom, if the Agent acted in good faith and in
a manner the Agent reasonably believed to be in or
not opposed to the best interests of the
Corporation, and with respect to any criminal
action or proceeding, had no reasonable cause to
believe such conduct was unlawful. The termination
of any action, suit or proceeding--whether by
judgment, order, settlement conviction, or upon a
plea of nolo contendere or its equivalent--shall
not, of itself, create a presumption that the
Agent did not act in good faith and in a manner
which the Agent reasonably believed to be in or
not opposed to the best interests of the
Corporation, and, with respect to any criminal
action or proceeding, that the Agent had
reasonable cause to believe that the Agent's
conduct was unlawful.
b. Action, etc., by or in the Right of the
Corporation. The Corporation shall indemnify any
person who was or is a party or is threatened to
be made a party to any threatened, pending or
completed judicial action or suit brought by or in
the right of the Corporation to procure a judgment
in its favor by reason of the fact that such
person is or was an Agent, against costs, charges
and Expenses actually and reasonably incurred by
the Agent in connection with the defense or
settlement of such action or suit and any appeal
therefrom if the Agent acted in good faith and in
a manner such person reasonably believed to be in
or not opposed to the best interests of the
Corporation, except that no indemnification shall
be made in respect of any claim, issue or matter
as to which such person shall have been adjudged
to be liable for gross negligence or wilful
misconduct in the performance of the Agent's duty
to the Corporation unless and only to the extent
that the court in which such action or suit was
brought shall determine upon application that,
despite the adjudication of liability but in view
of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for
such costs, charges and Expenses which such court
shall deem proper.
c. Determination of Right of Indemnification. Any
indemnification under Paragraphs (a) and (b) of
this Section (unless ordered by a court) shall be
paid by the Corporation unless a determination is
reasonably and promptly made (i) by the Board of
Directors by a majority vote of a quorum
consisting of Directors who were not parties to
such action, suit or proceeding, or (ii) if such a
quorum is not obtainable, or, even if obtainable,
if a quorum of disinterested Directors so directs,
by independent legal counsel in a written opinion,
or (iii) by the stockholders, that such person
acted in bad faith and in a manner that such
person did not believe to be in or not opposed to
the best interests of the Corporation, or, with
respect to any criminal proceeding, that such
person believed or had reasonable cause to believe
that his conduct was unlawful.
d. Indemnification Against Expenses of Successful
Party. Notwithstanding the other provisions of
this Section, to the extent that an Agent has been
successful on the merits or otherwise, including,
without limitation, the dismissal of an action
without prejudice, the settlement of an action
without admission of liability, or the defense of
any claim, issue or matter therein, or on appeal
from any such proceeding, action, claim or matter,
such Agent shall be indemnified against all costs,
charges and Expenses incurred in connection
therewith.
e. Advances of Expenses. Except as limited by
Paragraph (f) of this Section, costs, charges, and
Expenses incurred by an Agent in any action, suit,
proceeding or investigation or any appeal
therefrom shall be paid by the Corporation in
advance of the final disposition of such matter if
the Agent shall undertake to repay such amount in
the event that it is ultimately determined as
provided herein that such person is not entitled
to indemnification. Notwithstanding the foregoing,
no advance shall be made by the Corporation if a
determination is reasonably and promptly made by
the Board of Directors by a majority vote of a
quorum of disinterested Directors, or (if such a
quorum is not obtainable or, even if obtainable, a
quorum of disinterested Directors so directs) by
independent legal counsel in a written opinion,
that, based upon the facts known to the Board of
Directors or counsel at the time such
determination is made, the Agent acted in bad
faith and in a manner that such person did not
believe to be in or not opposed to the best
interests of the Corporation, or, with respect to
any criminal proceeding, that such person believed
or had reasonable cause to believe his conduct was
unlawful. In no event shall any advance be made in
instances where the Board of Directors or
independent legal counsel reasonably determines
that the Agent deliberately breached such persons'
duty to the Corporation or its stockholders.
f. Right of Agent to Indemnification upon
Application: Procedure upon Application. Any
indemnification under Paragraphs (a), (b) and (d)
or advance under Paragraph (e) of this Section,
shall be made promptly, and in any event within 60
days, upon the written request of the Agent,
unless with respect to applications under
Paragraphs (a), (b) or (e), a determination is
reasonably and promptly made by the Board of
Directors by a majority vote of a quorum of
disinterested Directors that such Agent acted in a
manner set forth in such Paragraphs as to justify
the Corporation's not indemnifying or making an
advance to the Agent. In the event no quorum of
disinterested Directors is obtainable, the Board
of Directors shall promptly direct that
independent legal counsel shall decide whether the
Agent acted in the manner set forth in such
Paragraphs as to justify the Corporation's not
indemnifying or making an advance to the Agent.
The right to indemnification or advances as
granted by this Section shall be enforceable by
the Agent in any court of competent jurisdiction
if the Board of Directors or independent legal
counsel denies the claim in whole or in part or if
no disposition of such claim is made within 60
days. The Agent's costs, charges and Expenses
incurred in connection with successfully
establishing such persons' right to
indemnification, in whole or in part, in any such
proceeding shall also be indemnified by the
Corporation.
g. Other Rights and Remedies. The indemnification
provided by this Section shall not be deemed
exclusive of, and shall not affect, any other
rights to which an Agent seeking indemnification
may be entitled under any law, By-law, or charter
provision, agreement, vote of stockholders or
disinterested Directors or otherwise, both as to
action in such person's official capacity and as
to action in another capacity while holding such
office, and shall continue as to a person who has
ceased to be an Agent and shall inure to the
benefit of the heirs, executors and administrators
of such a person. All rights to indemnification
under this Section shall be deemed to be contract
between the Corporation and the Agent who serves
in such capacity at any time while these Articles
and other relevant provisions of the general
corporation law and other applicable law, if any,
are in effect. Any repeal or modification thereof
shall not affect any rights or obligations then
existing.
h. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is
or was an Agent against any liability asserted
against such person and incurred by him or her in
any such capacity, or arising out of such
persons's status as such, whether or not the
Corporation would have the power to indemnify such
person against such liability under the provisions
of this Section. The Corporation may create a
trust fund, grant a security interest or use other
means (including, without limitation, a letter of
credit) to ensure the payment of such sums as may
become necessary to effect indemnification as
provided herein.
i. Other Enterprises. Fines and Serving at
Corporation's Request. For purposes of this
Section, references to "other enterprise" in
Paragraph (a) shall include employee benefit
plans; references to "fines" shall include any
excise taxes assessed on a person with respect
to any employee benefit plan; and references to
"serving at the request of the Corporation"
shall include any service by Agent as Director,
officer, employee, agent or fiduciary of the
Corporation which imposes duties on, or involves
services by, such Agent with respect to any
employee benefit plan, its participants, or
beneficiaries; and a person who acted in good
faith and in a manner such person reasonably
believed to be in the interest of the
participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the
Corporation" as referred to in this Section.
j. Savings Clause. If this Section or any portion
thereof shall be invalidated on any ground by any
court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each
Agent as to costs, charges and Expenses,
judgments, fines and amounts paid in settlement
with respect to any action, suit, proceeding or
investigation, and any appeal therefrom, whether
civil, criminal or administrative, and whether
internal or external, including a grand jury
proceeding and an action or suit brought by or in
the right of the Corporation, to the full extent
permitted by any applicable portion of this
Section that shall not have been invalidated, and
to the fullest extent permitted by applicable law.
k. Common Directors - Transactions between
Corporations. No contract or other transaction
between this corporation and any one or more of
its directors or any other corporation, firm,
association, or entity in which one or more of its
directors or officers are financially interested,
shall be either void or voidable because of such
relationship or interest, or because such director
or directors are present at the meeting of the
Board of Directors, or a committee thereof, which
authorizes, approves, or ratifies such contract or
transaction, or because his or their votes are
counted for such purpose if: (a) the fact of such
relationship or interest is disclosed or known to
the Board of Directors or committee which
authorizes, approves, or ratifies the contract or
transaction by vote or consent sufficient for the
purpose without counting the votes or consents of
such interested director; or (b) the fact of such
relationship or interest is disclosed or known to
the stockholders entitled to vote and they
authorize, approve, or ratify such contract or
transaction by vote or written consent, or (c) the
contract or transaction is fair and reasonable to
the corporation.
Common or interested directors may be counted in
determining the presence of a quorum at a meeting
of the Board of Directors or committee there of
which authorizes, approves or ratifies such
contract or transaction.
l. Definitions. For the purposes of this Article:
1. "Agent" means any person who was or is a party
or is threatened to be made a party to any
threatened, pending or completed action, suit
or proceeding or investigation, whether civil,
criminal or administrative, and whether
external or internal to the Corporation (other
than a judicial action or suit brought by or
in the right of the Corporation) by reason of
the fact that he or she is or was or has
agreed to be a Director, officer, employee,
agent or fiduciary of the Corporation, or
that, being or having been such a Director,
officer, employee, agent or fiduciary, he or
she is or was serving at the request of the
Corporation as a Director, officer, employee,
agent or fiduciary of another corporation,
partnership, joint venture, trust or other
enterprise.
2. "Expenses" shall include all reasonable
attorneys' fees, retainers, court costs,
transcript costs, fees of experts, witness
fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges,
postage, delivery service fees, and all other
disbursements or expenses of the types
customarily incurred in connection with
prosecuting, defending, preparing to prosecute
or defend, investigating, or being or
preparing to be a witness in a proceeding.
ARTICLE XI
The Corporation reserves the right at any time and from
time to time to amend, alter, change or repeal any
provision contained in these Articles of Incorporation, and
other provisions authorized by the laws of the State of
Nevada at the time in force may be added or inserted, in
the manner now or hereafter prescribed by law; and all
rights, preferences and privileges of whatsoever nature
conferred upon stockholders, Directors or any other persons
whomsoever by and pursuant to these Articles of
Incorporation in its present form or as hereafter amended
are granted subject to the right reserved in this Article.
ARTICLE XII
The name and address of each incorporator of the
Corporation is:
Name Address
N. Edward Berg 70 Horizon Drive, Bedford, NH 03110.
ARTICLE XIII
The name and address of each member of the Board of
Directors of the Corporation is:
Name Address
N. Edward Berg 70 Horizon Drive, Bedford, NH 03110.
ARTICLE XIV
The Corporation shall exist in perpetuity, from and
after the date of filing of its original Articles of
Incorporation with the Secretary of State of the State of
Nevada unless dissolved according to law.
IN WITNESS WHEREOF, this certificate has been executed
by N. Edward Berg, the Incorporator of Micro Interconnect
Technology, Inc. on this 10th day of February,1998.
/S/ N. Edward Berg
N. Edward Berg, Incorporator
STATE OF New Hampshire )
)ss
COUNTY OF Hillsborough )
On the 10th day of February,1998, personally appeared
before me N. Edward Berg whom, being by me first duly
sworn, declared that he was the person who signed the
foregoing document as Incorporator of Micro Interconnect
Technolgoy, Inc. and that the statements therein contained
are true.
IN WITNESS THEREOF, I have hereunto set my hand and seal
this 10th day of February,1998.
/s/ Deborah A. Gelinas
NOTARY PUBLIC
Residing at Bedford, NH 03110
My commission expires:
October 9, 2001
BY-LAWS
OF
MICRO INTERCONNECT TECHNOLOGY, INC.
A NEVADA CORPORATION
ARTICLE I
Offices
Section I. The principal office of the Corporation
shall be at 70 Horizon Drive, Bedford, NH 03110. The
Corporation may have such other offices, either within or
without the State of Nevada as the Board of Directors may
designate or as the business of the Corporation may require
from time to time.
The registered office of the Corporation required by
the Nevada Business Corporation Act to be maintained in the
State of Nevada may be, but need not be, identical with the
principal offices in the State of Nevada, and the address
of the registered office may be changed, from time to time,
by the Board of Directors.
ARTICLE II
Stockholders
Section 1. Annual Meeting. The annual meeting of
stockholders shall be held at the principal office of the
Corporation, at 70 Horizon Drive, Bedford, NH 03110, or at
such other places on the second Tuesday of February or at
such other times as the Board of Directors may, from time
to time, determine. If the day so designated falls upon a
legal holiday then the meeting shall be held upon the first
business day thereafter. The Secretary shall serve
personally or by mail a written notice thereof, not less
than ten (10) nor more than fifty (50) days previous to
such meeting, addressed to each stockholder at his address
as it appears on the stock book; but at any meeting at
which all stockholders shall be present, or of which all
stockholders not present have waived notice in writing, the
giving of notice as above required may be dispensed with.
Section 2. Special Meetings. Special meetings of
stockholders other than those regulated by statute, may be
called at any time by a majority of the Directors. Notice
of such meeting stating the place, day and hour and the
purpose for which it is called shall be served personally
or by mail, not less than ten (10) days before the date set
for such meeting. If mailed, it shall be directed to a
stockholder at his address as it appears on the stock book;
but at any meeting at which all stockholders shall be
present, or of which stockholders not present have waived
notice in writing, the giving of notice as above described
may be dispensed with. The Board of Directors shall also,
in like manner, call a special meeting of stockholders
whenever so requested in writing by stockholders
representing not less than ten percent (10%) of the capital
stock of the Corporation entitled to vote at the meeting.
The President may in his discretion call a special meeting
of stockholders upon ten (10) days notice. No business
other than that specified in the call for the meeting shall
be transacted at any special meeting of the stockholders,
except upon the unanimous consent of all the stockholders
entitled to notice thereof.
Section 3. Closing of Transfer Books or fixing of
Record Date. For the purpose of determining stockholders
entitled to receive notice of or to vote at any meeting of
stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend; or in order to
make a determination of stockholders for any other proper
purpose, the Board of Directors of the Corporation may
provide that the stock transfer books shall be closed for a
stated period not to exceed, in any case, fifty (50) days.
If the stock transfer books shall be closed for the purpose
of determining stockholders entitled to notice of or to
vote at a meeting of stockholders, such books shall be
closed for a least ten (10) days immediately preceding such
meeting. In lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date as the record
date for any such determination of stockholders, such date
in any case to be not more than fifty (50) days, and in
case of a meeting of stockholders, not less than ten (10)
days prior to the date on which the particular action,
requiring such determination of stockholders, is to be
taken. If the stock transfer books are not closed, and no
record date is fixed for the determination of stockholders
entitled to receive notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment
of a dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case
may be, shall be the record date for such determination as
to stockholders. When a determination of stockholders
entitled to vote at any meeting of stockholders has been
made as provided in this section, such determination shall
apply to any adjournment thereof.
Section 4. Voting. At all meetings of the
stockholders of record having the right to vote, subject to
the provisions of Section 3, each stockholder of the
Corporation is entitled to one (1) vote for each share of
stock having voting power standing in the name of such
stockholder on the books of the Corporation. Votes may be
cast in person or by written authorized proxy.
Section 5. Proxy. Each proxy must be executed in
writing by the stockholder of the Corporation or his duly
authorized attorney. No proxy shall be valid after the
expiration of eleven (11) months from the date of its
execution unless it shall have specified therein its
duration.
Every proxy shall be revocable at the discretion of the
person executing it or of his personal representatives or
assigns.
Section 6. Voting of Shares by certain Holders.
Shares standing in the name of another corporation may be
voted by such officer, agent or proxy as the by-laws of
such corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such corporation
may determine.
Shares held by an administrator, executor, guardian or
conservator may be noted by him either in person or by
proxy without a transfer of such shares into his name.
Shares standing in the name of a trustee may be voted by
him either in person or by proxy, but no trustee shall be
entitled to vote shares held by him without a transfer of
such shares into his name.
Shares standing in the name of a receiver may be voted
by such receiver, and shares held by or under the control
of a receiver may be voted by such receiver without the
transfer thereof into his name if authority so to do be
contained in an appropriate Order of the Court by which
such receiver was appointed.
A stockholder whose shares are pledged shall be
entitled to vote such shares until the shares have been
transferred into the name of the pledge, and thereafter the
pledgee shall be entitled to vote the shares so
transferred.
Shares of its own stock belonging to the Corporation or
held by it in a fiduciary capacity shall not be voted,
directly or indirectly, at any meeting, and shall not be
counted in determining the total number of outstanding
shares at any given time.
Section 7. Election of Directors. At each election
for Directors every stockholder entitled to vote at such
election shall have the right to vote, in person or by
proxy, the number of shares owned by him for as many
persons as there are Directors to be elected and for whose
election he has a right to vote. There shall be no
cumulative voting.
Section 8. Quorum. A majority of the outstanding
shares of the Corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting
of the stockholders.
If a quorum shall not be present or represented, the
stockholders entitled to vote thereat, present in person or
by proxy, shall have the power to adjourn the meeting, from
time to time, until a quorum shall be present or
represented. At such rescheduled meeting at which a quorum
shall be present or represented any business or any
specified item of business may be transacted which might
have been transacted at the meeting as originally notified.
The number of votes or consents of the holders of stock
having voting power which shall be necessary for the
transaction of any business or any specified item of
business at any meeting of stockholders, or the giving of
any consent, shall be a majority of the outstanding shares
of the Corporation entitled to vote.
Section 9. Informal Action by Stockholders. Any
action required or permitted to be taken by the
stockholders of the Corporation may be effected by any
consent in writing by such holders, signed by holders of
not less than that number of shares of Common Stock
required to approve such action.
ARTICLE III
Directors
Section 1. Number. The affairs and business of this
Corporation shall be managed by a Board of Directors. The
present Board of Directors shall consist of one (1) member.
Thereafter the number of Directors may be increased to not
more than nine (9) by resolution of the Board of Directors.
Directors need not be residents of the State of Nevada and
need not be stockholders of the Corporation.
Section 2. Election. The Directors shall be elected
at each annual meeting of the stockholders, but if any such
annual meeting is not held, or the Directors are not
elected thereat, the Directors may be elected at any
special meeting of the stockholders held for that purpose.
Section 3. Term of Office. The term of office of each
of the Directors shall be one (1) year, which shall
continue until his successor has been elected and
qualified.
Section 4. Duties. The Board of Directors shall have
the control and general management of the affairs and
business of the Corporation. Such Directors shall in all
cases act
as a Board, regularly convened, and may adopt such rules
and regulations for the conduct of meetings and the
management of the Corporation, as may be deemed proper, so
long as it is not inconsistent with these By-Laws and the
laws of the State of Nevada.
Section 5. Directors' Meetings. Regular meetings of
the Board of Directors shall be held immediately following
the annual meeting of the stockholders, and at such other
time and places as the Board of Directors may determine.
Special meetings of the Board of Directors may be called by
the President or the Secretary upon the written request of
one (1) Director.
Section 6. Notice of Meetings. Notice of meetings
other than the regular annual meeting shall be given by
service upon each Director in person, or by mailing to him
at his last known address, at least three (3) days before
the date therein designated for such meeting, of a written
notice thereof specifying the time and place of such
meeting, and the business to be brought before the meeting,
and no business other than that specified in such notice
shall be transacted at any special meeting. At any
Directors' meeting at which a quorum of the Board of
Directors shall be present (although held without notice),
any and all business may be transacted which might have
been transacted if the meeting had been duly called if a
quorum of the Directors waive or are willing to waive the
notice requirements of such meeting.
Any Directors may waive notice of any meeting under the
provisions of Article XII. The attendance of a Director at
a meeting shall constitute a waiver of notice of such
meeting except where a Director attends a meeting for the
express purpose of objecting to the transaction of any
business because the meeting is not lawfully convened or
called.
Section 7. Voting. At all meetings of the Board of
Directors, each Director is to have one (1) vote. The act
of a majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board of
Directors.
Section 8. Newly Created Directorships and Vacancies.
Newly created directorships resulting from any increase in
the number of Directors and any vacancies on the Board of
Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled
only by the affirmative vote of a majority of the remaining
Directors then in office, even though less than a quorum of
the Board of Directors. No decrease in the number of
Directors constituting the Board of Directors shall shorten
the term of any incumbent Director.
Section 9. Removal of Directors. Any Director may be
removed from office, with or without cause, only by the
affirmative vote of the holders of 2/3's of the voting
power of all shares of the Corporation entitled to vote
generally in the election of Directors, voting together as
a single class.
Section 10. Quorum. The number of Directors who shall
be present at any meeting of the Board of Directors in
order to constitute a quorum for the transaction of any
business or any specified item of business shall be a
majority.
The number of votes of Directors that shall be
necessary for the transaction of any business of any
specified item of business at any meeting of the Board of
Directors shall be a majority.
If a quorum shall not be present at any meeting of the
Board of Directors, those present may adjourn the meeting,
from time to time, until a quorum shall be present.
Section 11. Compensation. By resolution of the Board
of Directors, the Directors may be paid their expenses, if
any, of attendance at each meeting of the Board of
Directors or each may be paid a stated salary as Director.
No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving
compensation therefore.
Section 12. Presumption of Assent. A Director of the
Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken
unless his dissent is entered in the minutes of the meeting
or unless he shall file his written dissent to such action
with the person acting as the Secretary of the meeting
before the adjournment thereof or shall forward such
dissent by registered or certified mail to the Secretary of
the Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.
ARTICLE IV
Officers
Section 1. Number. The officers of the Corporation
shall be: President, Vice-President, Secretary, and
Treasurer, and such assistant Secretaries as the President
shall determine.
Any officer may hold more than one (1) office.
Section 2. Election. All officers of the Corporation
shall be elected annually by the Board of Directors at its
meeting held immediately following the meeting of
stockholders, and shall hold office for the term of one (1)
year or until their successors are duly elected. Officers
need not be members of the Board of Directors.
The Board may appoint such other officers, agents and
employees as it shall deem necessary who shall have such
authority and shall perform such duties as, from time to
time, shall be prescribed by the Board.
Section 3. Duties of Officers. The duties and powers
of the officers of the Corporation shall be as follows:
President
The President shall preside at all meetings of the
stockholders. He shall present at each annual meeting of
the stockholders and Directors a report of the condition of
the business of the Corporation. He shall cause to be
called regular and special meetings of these stockholders
and Directors in accordance with these By-Laws. He shall
appoint and remove, employ and discharge, and fix the
compensation of all agents, employees, and clerks of the
Corporation other than the duly appointed officers, subject
to the approval of the Board of Directors. He shall sign
and make all contracts and agreements in the name of the
Corporation, subject to the approval of the Board of
Directors. He shall see that the books, reports,
statements and certificates required by the statutes are
properly kept, made and filed according to law. He shall
sign all certificates of stock, notes, drafts, or bills of
exchange, warrants or other orders for the payment of money
duly drawn by the Treasurer; and he shall enforce these By-
Laws and perform all the duties incident to the position
and office, and which are required by law.
Vice-President
During the absence or inability of the President to
render and perform his duties or exercise his powers, as
set forth in these By-Laws or in the statutes under which
the Corporation is organized, the same shall be performed
and exercised by the Vice-President; and when so acting, he
shall have all the powers and be subject to all the
responsibilities hereby given to or imposed upon such
President.
Secretary
The Secretary shall keep the minutes of the meetings of
the Board of Directors and of the stockholders in
appropriate books. He shall give and serve all notices of
the Corporation. He shall be custodian of the records and
of the corporate seal and affix the latter when required.
He shall keep the stock and transfer books in the manner
prescribed by law, so as to show at all times the amount of
capital stock issued and outstanding; the manner and the
time compensation for the same was paid; the names of the
owners thereof, alphabetically arranged; the number of
shares owned by each; the time at which each person became
such owner; and the amount paid thereon; and keep such
stock and transfer books open daily during the business
hours of the office of the Corporation, subject to the
inspection of any stockholder of the Corporation, and
permit such stockholder to make extracts from said books to
the extent prescribed by law. He shall sign all
certificates of stock. He shall present to the Board of
Directors at their meetings all communications addressed to
him officially by the President or any officer or
stockholder of the Corporation; and he shall attend to all
correspondence and perform all the duties incident to the
office of Secretary.
Treasurer
The Treasurer shall have the care and custody of and be
responsible for all the funds and securities of the
Corporation, and deposit all such funds in the name of the
Corporation in such bank or banks, trust company or trust
companies or safe deposit vaults as the Board of Directors
may designate. He shall exhibit at all reasonable times
his books and accounts to any Director or stockholder of
the Corporation upon application at the office of the
Corporation during business hours. He shall render a
statement of the conditions of the finances of the
Corporation at each regular meeting of the Board of
Directors, and at such other times as shall be required of
him, and a full financial report at the annual meeting of
the stockholders. He shall keep, at the office of the
Corporation, correct books of account of all its business
and transactions and such other books of account as the
Board of Directors may require. He shall do and perform
all duties appertaining to the office of Treasurer. The
Treasurer shall, if required by the Board of Directors,
give to the Corporation such security for the faithful
discharge of his duties as the Board may direct.
Section 4. Bond. The Treasurer shall, if required by
the Board of Directors, give to the Corporation such
security for the faithful discharge of his duties as the
Board may direct.
Section 5. Vacancies, How Filled. All vacancies in
any office shall be filled by the Board of Directors
without undue delay, either at its regular meeting or at a
meeting specifically called for that purpose. In the case
of the absence of any officer of the Corporation or for any
reason that the Board of Directors may deem sufficient, the
Board may, except as specifically otherwise provided in
these By-Laws, delegate the power or duties of such
officers to any other officer or Director for the time
being; provided, a majority of the entire Board concur
therein.
Section 6. Compensation of Officers. The officers
shall receive such salary or compensation as may be
determined by the Board of Directors.
Section 7. Removal of Officers. The Board of
Directors may remove any officer, by a majority vote, at
any time with or without cause.
ARTICLE V
Certificates of Stock
Section 1. Description of Stock Certificates. The
certificates of stock shall be numbered and registered in
the order in which they are issued. They shall be bound in
a book and shall be issued in consecutive order therefrom,
and in the margin thereof shall be entered the name of the
person owning the shares therein represented, with the
number of shares and the date thereof. Such certificates
shall exhibit the holder's name and number of shares. They
shall be signed by the President or Vice President, and
countersigned by the Secretary or Treasurer and sealed with
the Seal of the Corporation.
Section 2. Transfer of Stock. The stock of the
Corporation shall be assignable and transferable on the
books of the Corporation only by the person in whose name
it appears on said books, his legal representatives or by
his duly authorized agent. In case of transfer by
attorney, the power of attorney, duly executed and
acknowledged, shall be deposited with the Secretary. In
all cases of transfer the former certificate must be
surrendered up and canceled before a new certificate may be
issued. No transfer shall be made upon the books of the
Corporation within ten (10) days next preceding the annual
meeting of the stockholders.
Section 3. Lost Certificates. If a stockholder shall
claim to have lost or destroyed a certificate or
certificates of stock issued by the Corporation, the Board
of Directors may, at its discretion, direct a new
certificate or certificates to be issued, upon the making
of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed, and upon the
deposit of a bond or other indemnity in such form and with
such sureties if any that the Board may require.
ARTICLE VI
Seal
Section 1. Seal. The seal of the Corporation shall be
as follows:
NO SEAL IN USE AT THIS TIME
ARTICLE VII
Dividends
Section 1. When Declared. The Board of Directors
shall by vote declare dividends from the surplus profits of
the Corporation whenever, in their opinion, the condition
of the Corporation's affairs will render it expedient for
such dividends to be declared.
Section 2. Reserve. The Board of Directors may set
aside, out of the net profits of the Corporation available
for dividends, such sum or sums (before payment of any
dividends) as the Board, in their absolute discretion,
think proper as a reserve fund, to meet contingencies, or
for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for such other purpose
as the Directors shall think conducive to the interest of
the Corporation, and they may abolish or modify any such
reserve in the manner in which it was created.
ARTICLE VIII
Indemnification
Section 1. Any person made a party to or involved in
any civil, criminal or administrative action, suit or
proceeding by reason of the fact that he or his testator or
intestate is or was a Director, officer, or employee of the
Corporation, or of any corporation which he, the testator,
or intestate served as such at the request of the
Corporation, shall be indemnified by the Corporation
against expenses reasonably incurred by him or imposed on
him in connection with or resulting from the defense of
such action, suit, or proceeding and in connection with or
resulting from any appeal thereon, except with respect to
matters as to which it is adjudged in such action, suit or
proceeding that such officer, Director, or employee was
liable to the Corporation, or to such other corporation,
for negligence or misconduct in the performance of his
duty. As used herein the term "expense" shall include all
obligations incurred by such person for the payment of
money, including without limitation attorney's fees,
judgments, awards, fines, penalties, and amounts paid in
satisfaction of judgment or in settlement of any such
action, suit, or proceedings, except amounts paid to the
Corporation or such other corporation by him.
A judgment of conviction whether based on plea of
guilty or nolo contendere or its equivalent, or after
trial, shall not of itself be deemed an adjudication that
such Director, officer or employee is liable to the
Corporation, or such other corporation, for negligence or
misconduct in the performance of his duties. Determination
of the rights of such indemnification and the amount
thereof may be made at the option of the person to be
indemnified pursuant to procedure set forth, from time to
time, in the By-Laws, or by any of the following
procedures: (a) order of the Court or administrative body
or agency having jurisdiction of the action, suit, or
proceeding; (b) resolution adopted by a majority of the
quorum of the Board of Directors of the Corporation without
counting in such majority any Directors who have incurred
expenses in connection with such action, suit or
proceeding; (c) if there is no quorum of Directors who have
not incurred expense in connection with such action, suit,
or proceeding, then by resolution adopted by a majority of
the committee of stockholders and Directors who have not
incurred such expenses appointed by the Board of Directors;
(d) resolution adopted by a majority of the quorum of the
Directors entitled to vote at any meeting; or (e) Order of
any Court having jurisdiction over the Corporation. Any
such determination that a payment by way of indemnity
should be made will be binding upon the Corporation. Such
right of indemnification shall not be exclusive of any
other right which such Directors, officers, and employees
of the Corporation and the other persons above mentioned
may have or hereafter acquire, and without limiting the
generality of such statement, they shall be entitled to
their respective rights of indemnification under any By-
Law, Agreement, vote of stockholders, provision of law, or
otherwise in addition to their rights under this Article.
The provision of this Article shall apply to any member of
any committee appointed by the Board of Directors as fully
as though each person and been a Director, officer or
employee of the Corporation.
ARTICLE IX
Amendments
Section 1. How Amended. These By-Laws may be altered,
amended, repealed or added to by the vote of the Board of
Directors of the Corporation at any regular meeting of said
Board, or at a special meeting of Directors called for that
purpose provided a quorum of the Directors as provided by
law and by the Articles of Incorporation, are present at
such regular meeting or special meeting. These By-Laws and
any amendments thereto and new By-Laws added by the
Directors may be amended, altered or replaced by the
stockholders at any annual or special meeting of the
stockholders.
ARTICLE X
Fiscal year
Section 1. Fiscal Year. The fiscal year shall end on
the 31st day of DECEMBER.
ARTICLE XI
Waiver of Notice
Section 1. Whenever any notice is required to be given
to any shareholders or directors of the Corporation under
the provisions of these By-Laws, under the Articles of
Incorporation or under the provisions of the Nevada
Business Corporation Act, a waiver thereof in writing,
signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.
ADOPTED this 17thday of February,1998.
Micro Interconnect Technology, Inc.
a Nevada corporation,
/s/ N. Edward Berg
N. Edward Berg, President
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting
Secretary\Treasurer of Micro Interconnect Technology,
Inc., A Nevada Corporation: and
2. That the foregoing By-Laws, comprising eight (8) pages,
constitute the By-Laws of said Corporation as duly
adopted at a meeting of the Board of Directors thereof
duly held on the 17thday of February,1998.
/s/ N. Edward Berg
N. Edward Berg, Secretary/Treasurer
DAVID C. CUNDICK
Attorney at Law
50 West Broadway, Suite 900
Salt Lake City, Utah 84101
(801) 328-5600
FAX (801) 328-5651
May 1, 1998
Board of Directors
Micro Interconnect Technology, Inc.
70 Horizon Drive
Bedford, N.H. 03110
re: Opinion and Consent of Counsel with respect to
Registration Statement on Form SB-2
Gentlemen,
You have requested the opinion and consent of this law firm,
as counsel, with respect to the proposed issuance and public
distribution of certain securities of the Company pursuant to the
filing of a registration statement on Form SB-2 with the
Securities and Exchange Commission.
The proposed offering and public distribution relates to
100,000 Units of the Company's securities, each Unit consists of
one share of $.001 par value common stock and three Redeemable
Common Stock Purchase Warrants, to be offered and sold to the
public at a price of $2.00 per Unit. It is this firm's opinion
that the Common Stock and Warrants will, when issued in
accordance with the terms and conditions set forth in the
registration statement, be duly authorized, validly issued, fully
paid and nonassessable in accordance with the corporation laws of
the state of Nevada.
I hereby consent to be named as counsel for the Company in
the registration statement and prospectus included therein.
Sincerly,
/s/ David Cundick
David C. Cundick
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form SB-2 for Micro Interconnect Technology, Inc.,
of our report dated March 9, 1998, relating to the February 28, 1998
financial statements of Micro Interconnect Technology, Inc., which appears in
such Prospectus. We also consent to the reference to us under the heading
"Experts".
PRITCHETT, SILER & HARDY, P.C.
Salt Lake City, Utah
April 30, 1998
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EXHIBIT 27
FINANCIAL DATA SCHEDULE
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<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> FEB-11-1998
<PERIOD-END> FEB-28-1998
<CASH> 10,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,478
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,478
<CURRENT-LIABILITIES> 486
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> 8,992
<TOTAL-LIABILITY-AND-EQUITY> 10,478
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (8)
<INCOME-TAX> 0
<INCOME-CONTINUING> (8)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8)
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</TABLE>
MICRO INTERCONNECT TECHNOLOGY, INC.
1998 STOCK OPTION PLAN
SECTION I. PURPOSE; DEFINITIONS.
1.1 Purpose. The purpose of the Micro Interconnect
Technology, Inc. ("Company") 1998 Stock Option Plan
("Plan") is to enable the Company to offer to its key
employees, officers, directors, consultants, advisors
and sales representatives whose past, present and/or
potential contributions to the Company and its
Subsidiaries have been, are or will be important to
the success of the Company, an opportunity to acquire
a proprietary interest in the Company. The various
types of long-term incentive awards which may be
provided under the Plan will enable the Company to
respond to changes in compensation practices, tax
laws, accounting regulations and the size and
diversity of its businesses.
1.2 Definitions. For purposes of the Plan, the following
terms shall be defined as set forth below:
a. "Agreement" means the agreement between the Company
and the Holder setting forth the terms and conditions
of an award under the Plan.
b. "Board" means the Board of Directors of the Company.
c. " Code" means the Internal Revenue Code of 1986, as
amended from time to time, and any successor thereto
and the regulations promulgated thereunder.
d. "Committee" means the Stock Option Committee of the
Board or any other committee of the Board, which the
Board may designate to administer the Plan or any
portion thereof. If no Committee is so designated,
then all references in this Plan to "Committee" shall
mean the Board.
e. "Common Stock" means the Common Stock of the Company,
par value $.001 per share.
f. "Company" means Micro Interconnect Technolgoy, Inc.,
a corporation organized under the laws of the State
of Nevada.
g. "Deferred Stock" means Stock to be received, under an
award made pursuant to Section 9, below, at the end
of a specified deferral period.
h. "Disability" means disability as determined under
procedures established by the Committee for purposes
of the Plan.
i. "Effective Date" means the date set forth in Section
13.1, below.
j. "Employee" means any employee, director, general
partner, trustee (where the registrant is a business
trust), officer or consultant or advisor.
k. "Fair Market Value", unless otherwise required by any
applicable provision of the Code or any regulations
issued thereunder, means, as of any given date: (i)
if the Common Stock is listed on a national
securities exchange or quoted on the Nasdaq National
Market or Nasdaq SmallCap Market, the last sale price
of the Common Stock in the principal trading market
for the Common Stock on the last trading day
preceding the date of grant of an award hereunder, as
reported by the exchange or Nasdaq, as the case may
be; (ii) if the Common Stock is not listed on a
national securities exchange or quoted on the Nasdaq
National Market or Nasdaq SmallCap Market, but is
traded in the over-the-counter market, the closing
bid price for the Common Stock on the last trading
day preceding the date of grant of an award hereunder
for which such quotations are reported by the OTC
Bulletin Board or the National Quotation Bureau,
Incorporated or similar publisher of such quotations;
and (iii) if the fair market value of the Common
Stock cannot be determined pursuant to clause (i) or
(ii) above, such price as the Committee shall
determine, in good faith.
l. "Holder" means a person who has received an award
under the Plan
m. "Incentive Stock Option" means any Stock Option
intended to be and designated as an "incentive stock
option" within the meaning of Section 422 of the
Code.
n. "Nonqualified Stock Option" means any Stock Option
that is not an Incentive Stock Option.
o. "Normal Retirement" means retirement from active
employment with the Company or any Subsidiary on or
after age 65.
p. "Other Stock-Based Award" means an award under
Section 10, below, that is valued in whole or in part
by reference to, or is otherwise based upon, Stock.
q. "Parent" means any present or future parent
corporation of the Company, as such term is defined
in Section 424(e) of the Code.
r. "Plan" means the Micro Interconnect Technology, Inc.
"1998" Stock Option Plan, as hereinafter amended from
time to time.
S. "Restricted Stock" means Stock, received under an
award made pursuant to Section 8, below, that is
subject to restrictions under said Section 8.
t. "SAR Value" means the excess of the Fair Market Value
(on the exercise date) of the number of shares for
which the Stock Appreciation Right is exercised over
the exercise price that the participant would have
otherwise had to pay to exercise the related Stock
Option and purchase the relevant shares.
u. "Stock" means the Common Stock of the Company, par
value $.001 per share.
v. "Stock Appreciation Right" means the right to receive
from the Company, on surrender of all or part of the
related Stock Option, without a cash payment to the
Company, a number of shares of Common Stock equal to
the SAR Value divided by the exercise price of the
Stock Option.
w. "Stock Option" or "Option" means any option to
purchase shares of Stock which is granted pursuant to
the Plan.
x. "Stock Reload Option" means any option granted under
Section 6.3, below, as a result of the payment of the
exercise price of a Stock Option and/or the
withholding tax related thereto in the form of Stock
owned by the Holder or the withholding of Stock by
the Company.
y. "Subsidiary" means any present or future subsidiary
corporation of the Company, as such term is defined
in Section 424(f) of the Code.
Section 2. Administration.
2.1 Committee Membership. The Plan shall be
administered by the Board or a Committee. Committee
members shall serve for such term as the Board may
in each case determine, and shall be subject to
removal at any time by the Board.
2.2 Powers of Committee. The Committee shall have full
authority, subject to Section 4, below, to award,
pursuant to the terms of the Plan: (i) Stock
Options, (ii) Stock Appreciation Rights, (iii)
Restricted Stock, (iv) Deferred Stock, (v) Stock
Reload Options and/or (vi) Other Stock-Based
Awards. For purposes of illustration and not of
limitation, the Committee shall have the authority
(subject to the express provisions of this Plan):
a. to select the officers, key employees, directors,
consultants, advisors and sales representatives of
the Company or any Subsidiary to whom Stock
Options, Stock Appreciation Rights, Restricted
Stock, Deferred Stock, Reload Stock Options and/or
Other Stock- Based Awards may from time to time be
awarded hereunder.
b. to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any
award granted hereunder (including, but not limited
to, number of shares, share price, any restrictions
or limitations, and any vesting, exchange,
surrender, cancellation, acceleration, termination,
exercise or forfeiture provisions, as the Committee
shall determine);
c. to determine any specified performance goals or
such other factors or criteria which need to be
attained for the vesting of an award granted
hereunder;
d. to determine the terms and conditions under which
awards granted hereunder are to operate on a tandem
basis and/or in conjunction with or apart from
other equity awarded under this Plan and cash
awards made by the Company or any Subsidiary
outside of this Plan;
e. to permit a Holder to elect to defer a payment
under the Plan under such rules and procedures as
the Committee may establish, including the
crediting of interest on deferred amounts
denominated in cash and of dividend equivalents on
deferred amounts denominated in Stock;
f. to determine the extent and circumstances under
which Stock and other amounts payable with respect
to an award hereunder shall be deferred which may
be either automatic or at the election of the
Holder; and
g. to substitute (i) new Stock Options for previously
granted Stock Options, which previously granted
Stock Options have higher option exercise prices
and/or contain other less favorable terms, and (ii)
new awards of any other type for previously granted
awards of the same type, which previously granted
awards are upon less favorable terms.
2.2 Powers of Committee.
a. Committee Authority. Subject to Sections 4 and 12,
below, the Committee shall have the authority to
adopt, alter and repeal such administrative rules,
guidelines and practices governing the Plan as it
shall, from time to time, deem advisable, to
interpret the terms and provisions of the Plan and
any award issued under the Plan (and to determine
the form and substance of all Agreements relating
thereto), and to otherwise supervise the
administration of the Plan. Subject to Section 12,
below, all decisions made by the Committee pursuant
to the provisions of the Plan shall be made in the
Committee's sole discretion and shall be final and
binding upon all persons, including the Company,
its Subsidiaries and Holders.
b. Incentive Stock Options. Anything in the Plan to
the contrary notwithstanding, no term or provision
of the Plan relating to Incentive Stock Options
(including but limited to Stock Reload Options or
Stock Appreciation rights granted in conjunction
with an Incentive Stock Option) or any Agreement
providing for Incentive Stock Options shall be
interpreted, amended or altered, nor shall any
discretion or authority granted under the Plan be
so exercised, so as to disqualify the Plan under
Section 422 of the Code, or, without the consent of
the Holder(s) affected, to disqualify any Incentive
Stock Option under such Section 422.
Section 3. Stock Subject to Plan.
3.1 Number of Shares. The total number of shares of
Common Stock reserved and available for
distribution under the Plan shall be 1,000,000
shares. Shares of Stock under the Plan may consist,
in whole or in part, of authorized and unissued
shares or treasury shares. If any shares of Stock
that have been granted pursuant to a Stock Option
cease to be subject to a Stock Option, or if any
shares of Stock that are subject to any Stock
Appreciation Right, Restricted Stock, Deferred
Stock award, Reload Stock Option or Other Stock-
Based Award granted hereunder are forfeited or any
such award otherwise terminates without a payment
being made to the Holder in the form of Stock, such
shares shall again be available for distribution in
connection with future grants and awards under the
Plan. Only net shares issued upon a stock-for-stock
exercise (including stock used for withholding
taxes) shall be counted against the number of
shares available under the Plan.
3.2 Adjustment Upon Changes in Capitalization. Etc. In
the event of any merger, reorganization,
consolidation, recapitalization, dividend (other
than a cash dividend), stock split, reverse stock
split, or other change in corporate structure
affecting the Stock, such substitution or
adjustment shall be made in the aggregate number of
shares reserved for issuance under the Plan, in the
number and exercise price of shares subject to
outstanding Options, in the number of shares and
Stock Appreciation Right price relating to Stock
Appreciation Rights, and in the number of shares
subject to, and in the related terms of, other
outstanding awards (including but not limited to
awards of Restricted Stock, Deferred Stock, Reload
Stock Options and Other Stock-Based Awards) granted
under the Plan as may be determined to be
appropriate by the Committee in order to prevent
dilution or enlargement of rights, provided that
the number of shares subject to any award shall
always be a whole number.
Section 4. Eligibility.
Awards may be made or granted to key employees,
officers, directors, consultants, advisors and sales
representatives who are deemed to have rendered or to
be able to render significant services to the Company
or its Subsidiaries and who are deemed to have
contributed or to have the potential to contribute to
the success of the Company. No Incentive Stock Option
shall be granted to any person who is not an employee
of the Company or a Subsidiary at the time of grant.
Section 5. Required Six-Month Holding Period.
Any equity security issued under this Plan must be
held and may not be sold prior to six months from the
date of the grant of the related award, without the
approval of the Company.
Section 6. Stock Options.
6.1 Grant and Exercise. Stock Options granted under the
Plan may be of two types: (i) Incentive Stock
Options and (ii) Nonqualified Stock Options. Any
Stock Option granted under the Plan shall contain
such terms, not inconsistent with this Plan, or
with respect to Incentive Stock Options, not
inconsistent with the Code, as the Committee may
from time to time approve. The Committee shall have
the authority to grant Incentive Stock Options,
Nonqualified Stock Options, or both types of Stock
Options and which may be granted alone or in
addition to other awards granted under the Plan. To
the extent that any Stock Option intended to
qualify as an Incentive Stock Option does not so
qualify, it shall constitute a separate
Nonqualified Stock Option. An Incentive Stock
Option may be granted only within the ten-year
period commencing from the Effective Date and may
only be exercised within ten years of the date of
grant (or five years in the case of an Incentive
Stock Option granted to an optionee ("10%
Stockholder") who, at the time of grant, owns Stock
possessing more than 10% of the total combined
voting power of all classes of stock of the
Company.
6.2 Terms and Conditions. Stock Options granted under
the Plan shall be subject to the following terms
and conditions:
a. Exercise Price. The exercise price per share of
Stock purchasable under an Incentive Stock Option
shall be determined by the Committee at the time of
grant and may not be less than 100% of the Fair
Market Value of the Stock as defined above;
provided, however, that the exercise price of an
Incentive Stock Option granted to a 10% Stockholder
shall not be less than 110% of the Fair Market
Value of the Stock. The exercise price per share of
Stock purchasable under any options granted that
are not Incentive Stock Option, shall be determined
by the Committee at the time of grants.
b. Option Term. Subject to the limitations in Section
6.1, above, the term of each Stock Option shall be
fixed by the Committee.
c. Exercisability. Stock Options shall be exercisable
at such time or times and subject to such terms and
conditions as shall be determined by the Committee
and as set forth in Section 11, below. If the
Committee provides, in its discretion, that any
Stock Option is exercisable only in installments,
i.e., that it vests over time, the Committee may
waive such installment exercise provisions at any
time at or after the time of grant in whole or in
part, based upon such factors as the Committee
shall determine.
d. Method of Exercise. Subject to whatever
installment, exercise and waiting period provisions
are applicable in a particular case, Stock Options
may be exercised in whole or in part at any time
during the term of the Option, by giving written
notice of exercise to the Company specifying the
number of shares of Stock to be purchased. Such
notice shall be accompanied by payment in full of
the purchase price, which shall be in cash or,
unless otherwise provided in the Agreement, in
shares of Stock (including Restricted Stock and
other contingent awards under this Plan) or, partly
in cash and partly in such Stock, or such other
means which the Committee determines are consistent
with the Plan's purpose and applicable law. Cash
payments shall be made by wire transfer, certified
or bank check or personal check, in each case
payable to the order of the Company; provided,
however, that the Company shall not be required to
deliver certificates for shares of Stock with
respect to which an Option is exercised until the
Company has confirmed the receipt of good and
available funds in payment of the purchase price
thereof. Payments in the form of Stock shall be
valued at the Fair Market Value of a share of Stock
on the day prior to the date of exercise. Such
payments shall be made by delivery of stock
certificates in negotiable form which are effective
to transfer good and valid title thereto to the
Company, free of any liens or encumbrances. Subject
to the terms of the Agreement, the Committee may,
in its sole discretion, at the request of the
Holder, deliver upon the exercise of a Nonqualified
Stock Option a combination of shares of Deferred
Stock and Common Stock; provided that,
notwithstanding the provisions of Section 9 of the
Plan, such Deferred Stock shall be fully vested and
not subject to forfeiture. A Holder shall have none
of the rights of a stockholder with respect to the
shares subject to the Option until such shares
shall be transferred to the Holder upon the
exercise of the Option.
e. Transferability. Unless otherwise determined by the
Committee, no Stock Option shall be transferable by
the Holder other than by will or by the laws of
descent and distribution, and all Stock Options
shall be exercisable, during the Holder's lifetime,
only by the Holder.
f. Termination by Reason of Death. If a Holder's
employment by the Company or a Subsidiary
terminates by reason of death, any Stock Option
held by such Holder, unless otherwise determined by
the Committee at the time of grant and set forth in
the Agreement, shall be fully vested and may
thereafter be exercised by the legal representative
of the estate or by the legatee of the Holder under
the will of the Holder, for a period of one year
(or such other greater or lesser period as the
Committee may specify at grant) from the date of
such death or until the expiration of the stated
term of such Stock Option, whichever period is the
shorter.
g. Termination by Reason of Disability. If a Holder's
employment by the Company or any Subsidiary
terminates by reason of Disability, any Stock
Option held by such Holder, unless otherwise
determined by the Committee at the time of grant
and set forth in the Agreement, shall be fully
vested and may thereafter be exercised by the
Holder for a period of one year (or such other
greater or lesser period as the Committee may
specify at the time of grant) from the date of such
termination of employment or until the expiration
of the stated term of such Stock Option, whichever
period is the shorter.
h. Other Termination. Subject to the provisions of
Section 14.3, below, and unless otherwise
determined by the Committee at the time of grant
and set forth in the Agreement, if a Holder is an
employee of the Company or a Subsidiary at the time
of grant and if such Holder's employment by the
Company or any Subsidiary terminates for any reason
other than death or Disability, the Stock Option
shall thereupon automatically terminate, except
that if the Holder's employment is terminated by
the Company or a Subsidiary without cause or due to
Normal Retirement, then the portion of such Stock
Option which has vested on the date of termination
of employment may be exercised for the lesser of
three months after termination of employment or the
balance of such Stock Option's term.
i. Additional Incentive Stock Option Limitation. In
the case of an Incentive Stock Option, the
aggregate Fair Market Value of Stock (determined at
the time of grant of the Option) with respect to
which Incentive Stock Options become exercisable by
a Holder during any calendar year (under all such
plans of the Company and its Parent and Subsidiary)
shall not exceed $100,000.
j. Buyout and Settlement Provisions. The Committee may
at any time, in its sole discretion, offer to buy
out a Stock Option previously granted, based upon
such terms and conditions as the Committee shall
establish and communicate to the Holder at the time
that such offer is made.
k. Stock Option Agreement. Each grant of a Stock
Option shall be confirmed by, and shall be subject
to the terms of, the Agreement executed by the
Company and the Holder.
6.3 Stock Reload Option. The Committee may also grant
to the Holder (concurrently with the grant of an
Incentive Stock Option and at or after the time of
grant in the case of a Nonqualified Stock Option) a
Stock Reload Option up to the amount of shares of
Stock held by the Holder for at least six months
and used to pay all or part of the exercise price
of an Option and, if any, withheld by the Company
as payment for withholding taxes. Such Stock Reload
Option shall have an exercise price equal to the
Fair Market Value as of the date of the Stock
Reload Option grant. Unless the Committee
determines otherwise, a Stock Reload Option may be
exercised commencing one year after it is granted
and shall expire on the date of expiration of the
Option to which the Reload Option is related.
Section 7. Stock Appreciation Rights.
7.1 Grant and Exercise. The Committee may grant Stock
Appreciation Rights to participants who have been,
or are being granted, Options under the Plan as a
means of allowing such participants to exercise
their Options without the need to pay the exercise
price in cash. In the case of a Nonqualified Stock
Option, a Stock Appreciation Right may be granted
either at or after the time of the grant of such
Nonqualified Stock Option. In the case of an
Incentive Stock Option, a Stock Appreciation Right
may be granted only at the time of the grant of
such Incentive Stock Option.
7.2 Terms and Conditions. Stock Appreciation Rights
shall be subject to the following terms and
conditions:
a. Exercisability. Stock Appreciation Rights shall be
exercisable as determined by the Committee and set
forth in the Agreement, subject to the limitations,
if any, imposed by the Code, with respect to
related Incentive Stock Options.
b. Termination. A Stock Appreciation Right shall
terminate and shall no longer be exercisable upon
the termination or exercise of the related Stock
Option.
c. Method of Exercise. Stock Appreciation Rights shall
be exercisable upon such terms and conditions as
shall be determined by the Committee and set forth
in the Agreement and by surrendering the applicable
portion of the related Stock Option. Upon such
exercise and surrender, the Holder shall be
entitled to receive a number of Option Shares equal
to the SAR Value divided by the exercise price of
the Option.
d. Shares Affected Upon Plan. The granting of a Stock
Appreciation Rights shall not affect the number of
shares of Stock available under for awards under
the Plan. The number of shares available for awards
under the Plan will, however, be reduced by the
number of shares of Stock acquirable upon exercise
of the Stock Option to which such Stock
Appreciation Right relates.
Section 8. Restricted Stock.
8.1 Grant. Shares of Restricted Stock may be awarded
either alone or in addition to other awards granted
under the Plan. The Committee shall determine the
eligible persons to whom, and the time or times at
which, grants of Restricted Stock will be awarded,
the number of shares to be awarded, the price (if
any) to be paid by the Holder, the time or times
within which such awards may be subject to
forfeiture (the "Restriction Period"), the vesting
schedule and rights to acceleration thereof, and
all other terms and conditions of the awards.
8.2 Terms and Conditions. Each Restricted Stock award
shall be subject to the following terms and
conditions:
a. Certificates. Restricted Stock, when issued, will
be represented by a stock certificate or
certificates registered in the name of the Holder
to whom such Restricted Stock shall have been
awarded. During the Restriction Period,
certificates representing the Restricted Stock and
any securities constituting Retained Distributions
(as defined below) shall bear a legend to the
effect that ownership of the Restricted Stock (and
such Retained Distributions), and the enjoyment of
all rights appurtenant thereto, are subject to the
restrictions, terms and conditions provided in the
Plan and the Agreement. Such certificates shall be
deposited by the Holder with the Company, together
with stock powers or other instruments of
assignment, each endorsed in blank, which will
permit transfer to the Company of all or any
portion of the Restricted Stock and any securities
constituting Retained Distributions that shall be
forfeited or that shall not become vested in
accordance with the Plan and the Agreement.
b. Rights of Holder. Restricted Stock shall constitute
issued and outstanding shares of Common Stock for
all corporate purposes. The Holder will have the
right to vote such Restricted Stock, to receive and
retain all regular cash dividends and other cash
equivalent distributions as the Board may in its
sole discretion designate, pay or distribute on
such Restricted Stock and to exercise all other
rights, powers and privileges of a holder of Common
Stock with respect to such Restricted Stock, with
the exceptions that (i) the Holder will not be
entitled to delivery of the stock certificate or
certificates representing such Restricted Stock
until the Restriction Period shall have expired and
unless all other vesting requirements with respect
thereto shall have been fulfilled; (ii) the Company
will retain custody of the stock certificate or
certificates representing the Restricted Stock
during the Restriction Period; (iii) other than
regular cash dividends and other cash equivalent
distributions as the Board may in its sole
discretion designate, pay or distribute, the
Company will retain custody of all distributions
("Retained Distributions") made or declared with
respect to the Restricted Stock (and such Retained
Distributions will be subject to the same
restrictions, terms and conditions as are
applicable to the Restricted Stock) until such
time, if ever, as the Restricted Stock with respect
to which such Retained Distributions shall have
been made, paid or declared shall have become
vested and with respect to which the Restriction
Period shall have expired; (iv) a breach of any of
the restrictions, terms or conditions contained in
this Plan or the Agreement or otherwise established
by the Committee with respect to any Restricted
Stock or Retained Distributions will cause a
forfeiture of such Restricted Stock and any
Retained Distributions with respect thereto.
c. Vesting: Forfeiture. Upon the expiration of the
Restriction Period with respect to each award of
Restricted Stock and the satisfaction of any other
applicable restrictions, terms and conditions (i)
all or part of such Restricted Stock shall become
vested in accordance with the terms of the
Agreement, subject to Section 11, below, and (ii)
any Retained Distributions with respect to such
Restricted Stock shall become vested to the extent
that the Restricted Stock related thereto shall
have become vested, subject to Section 11, below.
Any such Restricted Stock and Retained
Distributions that do not vest shall be forfeited
to the Company and the Holder shall not thereafter
have any rights with respect to such Restricted
Stock and Retained Distributions that shall have
been so forfeited.
Section 9. Deferred Stock.
9.1 Grant. Shares of Deferred Stock may be awarded
either alone or in addition to other awards granted
under the Plan. The Committee shall determine the
eligible persons to whom and the time or times at
which grants of Deferred Stock shall be awarded,
the number of shares of Deferred Stock to be
awarded to any person, the duration of the period
(the "Deferral Period") during which, and the
conditions under which, receipt of the shares will
be deferred, and all the other terms and conditions
of the awards.
9.2 Terms and Conditions. Each Deferred Stock award
shall be subject to the following terms and
conditions:
a. Certificates. At the expiration of the Deferral
Period (or the Additional Deferral Period referred
to in Section 9.2 (d) below, where applicable),
share certificates shall be issued and delivered to
the Holder, or his legal representative,
representing the number equal to the shares covered
by the Deferred Stock award.
b. Rights of Holder. A person entitled to receive
Deferred Stock shall not have any rights of a
stockholder by virtue of such award until the
expiration of the applicable Deferral Period and
the issuance and delivery of the certificates
representing such Stock. The shares of Stock
issuable upon expiration of the Deferral Period
shall not be deemed outstanding by the Company
until the expiration of such Deferral Period and
the issuance and delivery of such Stock to the
Holder.
c. Vesting: Forfeiture. Upon the expiration of the
Deferral Period with respect to each award of
Deferred Stock and the satisfaction of any other
applicable restrictions, terms and conditions all
or part of such Deferred Stock shall become vested
in accordance with the terms of the Agreement,
subject to Section 11, below. Any such Deferred
Stock that does not vest shall be forfeited to the
Company and the Holder shall not thereafter have
any rights with respect to such Deferred Stock.
d. Additional Deferral Period. A Holder may request
to, and the Committee may at any time, defer the
receipt of an award (or an installment of an award)
for an additional specified period or until a
specified event (the "Additional Deferral Period").
Subject to any exceptions adopted by the Committee,
such request must generally be made at least one
year prior to expiration of the Deferral Period for
such Deferred Stock award (or such installment).
Section 10. Other Stock-Based Awards.
10.1 Grant and Exercise. Other Stock-Based Awards may be
awarded, subject to limitations under applicable
law, that are denominated or payable in, valued in
whole or in part by reference to, or otherwise
based on, or related to, shares of Common Stock, as
deemed by the Committee to be consistent with the
purposes of the Plan, including, without
limitation, purchase rights, shares of Common Stock
awarded which are not subject to any restrictions
or conditions, convertible or exchangeable
debentures, or other rights convertible into shares
of Common Stock and awards valued by reference to
the value of securities of or the performance of
specified Subsidiaries. Other Stock-Based Awards
may be awarded either alone or in addition to or in
tandem with any other awards under this Plan or any
other plan of the Company.
10.2 Eligibility for Other Stock-Based Awards. The
Committee shall determine the eligible persons to
whom and the time or times at which grants of such
other stock-based awards shall be made, the number
of shares of Common Stock to be awarded pursuant to
such awards, and all other terms and conditions of
the awards.
10.3 Terms and Conditions. Each Other Stock-Based Award
shall be subject to such terms and conditions as
may be determined by the Committee and to Section
11, below.
Section 11. Accelerated Vesting and Exercisability.
If (i) any person or entity other than the Company
and/or any stockholders of the Company as of the
Effective Date acquire securities of the Company (in
one or more transactions) having 25% or more of the
total voting power of all the Company's securities
then outstanding and (ii) the Board of Directors of
the Company does not authorize or otherwise approve
such acquisition, then, the vesting periods of any and
all Options and other awards granted and outstanding
under the Plan shall be accelerated and all such
Options and awards will immediately and entirely vest,
and the respective holders thereof will have the
immediate right to purchase and/or receive any and all
Stock subject to such Options and awards on the terms
set forth in this Plan and the respective agreements
respecting such Options and awards.
Section 12. Amendment and Termination.
Subject to Section 4 hereof, the Board may at any
time, and from time to time, amend alter, suspend or
discontinue any of the provisions of the Plan, but no
amendment, alteration, suspension or discontinuance
shall be made which would impair the rights of a
Holder under any Agreement theretofore entered into
hereunder, without the Holder's consent.
Section 13. Term of Plan.
13.1 Effective Date. The Plan shall be effective as of
February 17, 1998. ("Effective Date").
13.2 Termination Date. Unless terminated by the Board,
this Plan shall continue to remain effective until
such time no further awards may be granted and all
awards granted under the Plan are no longer
outstanding. Notwithstanding the foregoing, grants
of Incentive Stock Options may only be made during
the ten year period following the Effective Date.
Section 14. General Provisions.
14.1 Written Agreements. Each award granted under the
Plan shall be confirmed by, and shall be subject to
the terms of the Agreement executed by the Company
and the Holder. The Committee may terminate any
award made under the Plan if the Agreement relating
thereto is not executed and returned to the Company
within 10 days after the Agreement has been
delivered to the Holder for his or her execution.
14.2 Unfunded Status of Plan. The Plan is intended to
constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments
not yet made to a Holder by the Company, nothing
contained herein shall give any such Holder any
rights that are greater than those of a general
creditor of the Company.
14.3 Employees.
a. Engaging in Competition With the Company. In the
event a Holder's employment with the Company or a
Subsidiary is terminated for any reason whatsoever,
and within one year after the date thereof such
Holder accepts employment with any competitor of,
or otherwise engages in competition with, the
Company, the Committee, in its sole discretion, may
require such Holder to return to the Company the
economic value of any award which was realized or
obtained by such Holder at any time during the
period beginning on that date which is six months
prior to the date of such Holder's termination of
employment with the Company.
Termination for Cause. The Committee may, in the
event a Holder's employment with the Company or a
Subsidiary is terminated for cause, annul any award
granted under this Plan to such employee and, in
such event, the Committee, in its sole discretion,
may require such Holder to return to the Company
the economic value of any award which was realized
or obtained by such Holder at any time during the
period beginning on that date which is six months
prior to the date of such Holder's termination of
employment with the Company.
b. No Right of Employment. Nothing contained in the
Plan or in any award hereunder shall be deemed to
confer upon any Holder who is an employee of the
Company or any Subsidiary any right to continued
employment with the Company or any Subsidiary, nor
shall it interfere in any way with the right of the
Company or any Subsidiary to terminate the
employment of any Holder who is an employee at any
time.
14.4 Investment Representations. The Committee may
require each person acquiring shares of Stock
pursuant to a Stock Option or other award under the
Plan to represent to and agree with the Company in
writing that the Holder is acquiring the shares for
investment without a view to distribution thereof.
14.5 Additional Incentive Arrangements. Nothing
contained in the Plan shall prevent the Board from
adopting such other or additional incentive
arrangements as it may deem desirable, including,
but not limited to, the granting of Stock Options
and the awarding of stock and cash otherwise than
under the Plan; and such arrangements may be either
generally applicable or applicable only in specific
cases.
14.6 Withholding Taxes. Not later than the date as of
which an amount must first be included in the gross
income of the Holder for Federal income tax
purposes with respect to any option or other award
under the Plan, the Holder shall pay to the
Company, or make arrangements satisfactory to the
Committee regarding the payment of, any Federal,
state and local taxes of any kind required by law
to be withheld or paid with respect to such amount.
If permitted by the Committee, tax withholding or
payment obligations may be settled with Common
Stock, including Common Stock that is part of the
award that gives rise to the withholding
requirement. The obligations of the Company under
the Plan shall be conditioned upon such payment or
arrangements and the Company or the Holder's
employer (if not the Company) shall, to the extent
permitted by law, have the right to deduct any such
taxes from any payment of any kind otherwise due to
the Holder from the Company or any Subsidiary.
14.7 Governing Law. The Plan and all awards made and
actions taken thereunder shall be governed by and
construed in accordance with the laws of the State
of Nevada (without regard to choice of law
provisions).
14.8 Other Benefit Plans. Any award granted under the
Plan shall not be deemed compensation for purposes
of computing benefits under any retirement plan of
the Company or any Subsidiary and shall not affect
any benefits under any other benefit plan now or
subsequently in effect under which the availability
or amount of benefits is related to the level of
compensation (unless required by specific reference
in any such other plan to awards under this Plan).
14.9 Non-Transferability. Except as otherwise expressly
provided in the Plan, no right or benefit under the
Plan may be alienated, sold, assigned,
hypothecated, pledged, exchanged, transferred,
encumbranced or charged, and any attempt to
alienate, sell, assign, hypothecate, pledge,
exchange, transfer, encumber or charge the same
shall be void.
14.10 Applicable Laws. The obligations of the Company
with respect to all Stock Options and awards under
the Plan shall be subject to (i) all applicable
laws, rules and regulations and such approvals by
any governmental agencies as may be required,
including, without limitation, the Securities Act
of 1933, as amended, and (ii) the rules and
regulations of any securities exchange on which
the Stock may be listed.
14.11 Conflicts. If any of the terms or provisions of
the Plan or an Agreement (with respect to
Incentive Stock Options) conflict with the
requirements of Section 422 of the Code, then such
terms or provisions shall be deemed inoperative to
the extent they so conflict with the requirements
of said Section 422 of the Code. Additionally, if
this Plan or any Agreement does not contain any
provision required to be included herein under
Section 422 of the Code, such provision shall be
deemed to be incorporated herein and therein with
the same force and effect as if such provision had
been set out at length herein and therein. If any
of the terms or provisions of any Agreement
conflict with any terms or provision of the Plan,
then such terms or provisions shall be deemed
inoperative to the extent they so conflict with
the requirements of the Plan. Additionally, if any
Agreement does not contain any provision required
to be included therein under the Plan, such
provision shall be deemed to be incorporated
therein with the same force and effect as if such
provision had been set out at length therein.
14.12 Non-Registered Stock. The shares of Stock to be
distributed under this Plan have not been, as of
the Effective Date, registered under the
Securities Act of 1933, as amended, or any
applicable state or foreign securities laws and
the Company has no obligation to any Holder to
register the Stock or to assist the Holder in
obtaining an exemption from the various
registration requirements, or to list the Stock on
a national securities exchange.
EXCLUSIVE LICENSE AGREEMENT
Agreement made this 31st day of March, 1998, between N. Edward
Berg, an individual, of 70 Horizon Drive, Bedford NH 03110
(The "Licensor") and Micro Interconnect Technology, Inc. a
corporation organized under the laws of the State of Nevada, with
its principal place of business at 70 Horizon Drive Bedford NH
03110 (the "Licensee").
RECITALS:
Licensor is the owner of the entire right, title, and interest
in the following letters of patent of the United States: (1)
#5281325 issued Jan. 25,1994 ; (2) #5377404 issued Jan. 3,1995 ;
(3) #5384230 issued Jan. 24, 1995 ; and (4) #5653893 issued Aug.
5, 1997.
Licensee is desirous of securing, and Licensor is willing to
grant, an exclusive license under the above referenced patents to
use these patents for the manufacture of products for sale to
business and general public.
In consideration of the covenants and obligations hereinafter
set forth, and the mutual benefits derived hereunder, the parties
agree as follows:
SECTION 1
DEFINITIONS
A. "Licensed Patents" means all patents issued after Jan 24,
1994 to Licensor.
B. "Licensed Process" means the process covered by the
patents herein written above.
SECTION 2
GRANT OF LICENSE
Licensor grants to Licensee an exclusive license to utilize
the above-described patents for the manufacture and sale of
products throughout the United States, its territories and
possessions for the full term beginning on the date of this
agreement and ending March 31, 2007 unless extended or reissued
by express written agreement of the parties hereto. At the end
of the full term of the licensee, including any extensions or
reissues thereof, the licensees hereunder shall terminate without
further notice to Licensee.
SECTION 3
ROYALTY
Licensee shall pay Licensor, annually, a royalty of one
percent (1%) of its gross sales and receipts. Payment of royalty
shall begin on January 1999 and continue for each year that
Licensee holds the exclusive license. Should the license
terminate prior to the completion of the full year, the royalty
shall be pro rated.
SECTION 4
COOPERATION
Licensor shall provide Licensee with all requested technical
information relating to the licensed processes, provided that
such information is in his possession, and shall aid Licensee in
developing the licensed process.
SECTION 5
REPORTING
Licensee shall submit written reports to Licensor quarterly,
within 30 days following any calendar quarter beginning in 1999.
Each such report shall include an earnings statement for the
proceeding three (3) calendar months, upon which a royalty is
payable, as provided in Section 3. The first report shall include
gross sales and receipts from the date of this agreement.
SECTION 6
IMPROVEMENTS
Any improvement related to the licensed process are hereby
included within the scope of this License Agreement. If a patent
is granted for any such improvement, Licensee shall then pay
Licensor the royalty as provided for in Section 3.
SECTION 7
DEFAULT
If Licensee commits any default or breaches with respect to
any of the provisions of this Agreement, or fails to account for
or pay Licensor any of the royalties that become due hereunder,
Licensor shall have the right to cancel this Agreement on thirty
(30) days written notice to Licensee. However, if Licensee cures
the default or breach within twenty (20) days, license shall not
be canceled. Any royalty payment that become more than ten (10)
business days overdue, shall accrue interest at the rate of 1.5%
per month on all overdue amounts.
SECTION 8
BANKRUPTCY
In the event of any adjudication of bankruptcy, appointment of
a receiver, assignment for the benefit of creditors, or levy of
execution directly involving Licensee, this Agreement shall
immediately terminate.
SECTION 9
ARBITRATION
All disputes that arise in connection with this Agreement and
that are not settled by the parties themselves shall be submitted
to arbitration in accordance with the Rules and Regulations of
the American Arbitration Association. All costs of arbitration
shall be divided equally between the parties, and the parties
agree to abide by the award. The unsuccessful party in
arbitration shall be required to pay the other party's attorney's
fees.
SECTION 10
WARRANTIES
Neither party makes any representations, extends any
warranties, or assumes any responsibilities whatever with respect
to use, sale, or other disposition by the other party, its
vendees or transferees of the licensed process.
SECTION 11
TRANSFERABILITY OF RIGHTS AND OBLIGATIONS
The license granted in this Agreement shall be binding on any
successor to ownership or control over licensed patents. The
obligation will run in favor of any successor of Licensor.
Licensee shall be prohibited from assigning its rights hereunder.
Licensor upon 30 days written notice to Licensee shall be
entitled to assign his rights to a successor Licensor. Either
party may have the right to assign its rights hereunder to the
purchaser of substantially all its business.
SECTION 12
MISCELLANEOUS
Other Patents. Should the Licensor file any additional patent
applications, the Licensee, at its option, may elect to pay the
attorney fees, filing fees and all other fees associated with any
new patent application in exchange for a 9 year exclusive
licensing agreement of said patent. An exclusive licensing
agreement incorporating the exact same terms and conditions as
written herein will be considered entered into as of the date the
new patent is issued.
Patent Taxes and Assessments. All taxes, annuities, and
assessments on the patents covered in this agreement shall be
paid by the Licensee.
Effectiveness. This agreement supersedes any and all
agreements, if any, previously made between the parties relating
to the subject matter hereof, and there are no understandings or
agreements other than those included herein.
Notices and Communications. Any notice , payment, request,
instruction, or other document to be delivered hereunder shall be
deemed sufficiently given if in writing and delivered personally
or mailed by certified mail, postage prepaid, of to Licensee,
addressed to the Licensee at the address first set forth above
and if addressed to Licensor, addressed as set forth above,
unless in each case Licensee or Licensor shall have notified the
other in writing of a different address.
Non Waiver. No delay or failure on the part or either party
in exercising any right hereunder, and no partial or single
exercise thereof, will constitute a waiver of such right or of
any other right hereunder.
Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of New
Hampshire.
Binding Nature. The provisions of this agreement shall be
binding upon and inure to the benefit of each of the parties
hereto and their respective successors and assigns.
Amendment. This agreement shall not be altered or otherwise
amended except pursuant to any instrument in writing signed by
all affected parties hereto.
Severability. All the terms and provisions contained in this
Agreement are severable in the event that any of them shall be
held invalid or unenforceable, then this Agreement shall be
interpreted as if such invalid or unenforceable term or provision
were not contained herein.
IN WITNESS WHEREOF, the Parties have hereunto set their hands on
the first day written above.
LICENSOR:
by /s/ N. Edward Berg
LICENSEE:
Micro Interconnect Technology, Inc.
by (Officer) /s/ N. Edward Berg, President
FUND IMPOUND AGREEMENT
NAME OF ISSUER: Micro Interconnect Technology, Inc.
ESCROW NUMBER: DATE FILED:
EXPIRATION DATE:
THE OFFICERS AND DIRECTORS OF Micro Interconnect Technology,
Inc. HEREBY AGREES TO DELIVER, BY NOON OF THE BUSINESS DAY
AFTER RECEIPT, and with names and addresses of investors at
time deposit is made, funds to be applied to an escrow account
in the amount of:
TO: ST. MARYS BANK $200,000
Bank Name Amount
200 Bedford Street, Manchester,NH 03105
Address City & State Zip Code
As escrow agent, the papers, money, or property hereinafter
described, to be held and disposed of by said escrow agent in
accordance with the duties, instructions, and upon the terms
and conditions hereinafter set forth to which the undersigned
hereby agree:
1. Above named bank (hereinafter called the "Bank") is not a
party to, or bound by any agreement which may be evidenced
by or arises out of the following instructions.
2. The Bank and its officers, agents, and employees, act
hereunder as a depository only, and are not responsible or
liable in any manner whatever for serving as escrow agent
in this matter or for the sufficiency, correctness,
genuineness or validity of any instrument deposited with
it hereunder, or with respect to the form or execution of
the same, or the identity, authority, or rights of any
person executing or depositing the same.
3. The Bank shall not be required to take or be bound by
notice of any default by any person, or to take any action
with respect to such default involving any expense or
liability, unless notified in writing is given an officer
of the Bank of such default by the undersigned or any of
them, and unless it is indemnified in a manner
satisfactory to it against any such expense or liability.
4. The Bank shall be protected in acting upon any notice,
request, waiver, consent, receipt or other paper or
document believed by the Bank to be genuine and to be
signed by the proper party or parties.
5. The Bank shall not be liable for any error in judgment or
for any act done or step taken or omitted by it in good
faith or for any mistake or fact or law, or for anything
which it may do or refrain from doing in connection
herewith, except its own willful misconduct.
6. The Bank shall not be answerable for the default or
misconduct of any agent, attorney, or employee acting on
behalf of the Issuer.
7. In the event of any disagreement between the
undersigned(s)or any of them, and/or the person or persons
named in the foregoing instructions, and/or any other
person, resulting in adverse claims and demands being made
in connection with or for any papers, money or property
involved herein or affected hereby, the Bank shall be
entitled at its option to refuse to comply with any such
claim or demand, so long as such disagreement shall
continue, and in so refusing the Bank may make no delivery
or other disposition of any money, papers or property
involved herein or affected hereby and in so doing the
Bank shall not be or become liable to the undersigned or
any of them or to any person named in the foregoing
instructions for its failure or refusal to comply with
such conflicting or adverse demands; and the Bank shall be
entitled to continue so to refrain and refuse so to act
until:
a. The rights of the adverse claimants have been finally
adjudicated in the court assuming and having
jurisdiction of the parties and the money, papers and
property involved herein or affected hereby an/or
b. All differences shall have been adjusted by agreement
and the Bank shall have been notified thereof in
writing signed by all of the interested parties.
8. The papers, documents, money or property subject to this
escrow (if other than already named) are as follows:
Including such items as may be described on attached
schedules.
9. The other duties of the Bank under the terms of this
agreement are as follows:
10. The Bank will be named as depository only and has not
passed in any way upon the merits or qualifications of the
security and makes no recommendation with regard to its
purchase. The Bank does not authorize the use of its name
by any person for the promotion or sale of the security
11. Special requirements:
12. Fees for the usual services of the Bank under terms of
this agreement are set forth below, All such fees shall be
computed on a fiscal or calendar year period adjusted for
any fractional part thereof except that a fee for any
period shall not be less than the minimum fee indicated.
a. In the event the fees charged and due the Bank remain
unpaid for a period of one year, the bank shall have
the right, and is hereby authorized in its role and
absolute discretion to discontinue the escrow,
terminate all duties hereunder, close all accounting or
other records, and to destroy all documents, records
and files or to retain such items in a dormant account
status subject to the escheat laws of the State of New
Hampshire.
b. All fees charged shall be paid as follows:
c. The initial escrow fee shall be $0.00
d. The minimum escrow fee shall be $0.00 PER DEPOSIT
e. For fee for any check issued in refunding to
subscribers see(13b.
f. In addition to the escrow fee paid or agreed upon at
the inception of this escrow, the parties agree to pay
a reasonable compensation for any extra services
rendered or incurred by the Bank including a reasonable
attorney's fee if disputes arise or litigation is
threatened or commences which requires the Bank to
refer such dispute to its attorneys.
13. If a minimum of $200,000 is not deposited with the Bank by
the date nine months after the effective date of the
Offering or within an additional period of sixty days if
extended by the Company.
a. Issuer shall request termination of escrow and the Bank
shall refund to investors the full amount of
investment.
b. Issuer agrees to pay a fee of $2.00 per check for
this service if returned to investors or $2.00
for one check made to Micro Interconnect Technology,
Inc.
14. When 100% or more has been deposited with the escrow
agent, and all escrow requirements have been met, the
issuer shall request a release from the Bank setting forth
how funds are to be released pursuant to the terms of the
offering.
15. After release of escrow, the duties, responsibilities and
liability of every kind and character under the escrow
agreement shall cease and terminate.
ISSUER:
Micro Interconnect Technology, Inc.
/s/ N. Edward Berg
N. Edward Berg, President
BANK:
ST Marys Bank
by /s/ Terese M. Bullis
Terese M. Bullis
its Business Development Specialist
