<PAGE> 1
As filed with the Securities and Exchange Commission on July 31, 1998
Registration No. _______________
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
REXFORD, INC.
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(Name of Small Business Issuer in its Charter)
Delaware 87-0502701
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7777 East Main Street, # 210, Scottsdale, Arizona 85251
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (602) 945-5343
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Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $0.001 per share
----------------------------------------
(Title of Class)
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REXFORD, INC.
FORM 10-SB
TABLE OF CONTENTS
PART 1 Page
Item 1. Description of Business ..................................... 3
Item 2. Management's Discussion and Analysis or Plan of Operation ... 9
Item 3. Description of Property...................................... 10
Item 4. Security Ownership of Certain Beneficial Owners
and Management.............................................. 10
Item 5. Directors, Executive Officers, Promoters
and Control Persons......................................... 11
Item 6. Executive Compensation....................................... 12
Item 7. Certain Relationships and Related Transactions............... 13
Item 8. Description of Securities.................................... 13
PART II
Item 1. Market Price of and Dividends on the Registrant's
Common Equity and Other Shareholder Matters................. 14
Item 2. Legal Proceedings............................................ 15
Item 3. Changes in and Disagreements with Accountants................ 15
Item 4. Recent Sales of Unregistered Securities...................... 16
Item 5. Indemnification of Directors and Officers.................... 16
PART F/S
Financial Statements......................................... 17
PART III
Item 1. Index to Exhibits............................................ 26
Signatures................................................... 27
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
Corporate History
- -----------------
(a) Initial Business Activities
---------------------------
The Registrant was incorporated on February 14, 1983, in the state of
Utah under the name Chelsea Energy Corporation (hereinafter the "Registrant"
or the "Company"). In connection with its formation, a total of 1,047,000
shares of its common stock were issued to the founders of the Company. In
March 1985, the Company sold 3,000,000 shares of its common stock in
connection with a public offering at a price of $0.01 per share. The public
offering was registered with the Utah Securities Division pursuant to Section
61-1-10, Utah Code Annotated, as amended. The offering was exemption from
federal registration pursuant to Regulation D, Rule 504, promulgated under the
Securities Act of 1933, as amended. The Company was initially formed to
provide professional consulting services to local government units.
In April 1989, the Company formed California Cola Distributing Company,
Inc. ("CCDCI")under the laws of the state of Delaware as a wholly-owned
subsidiary. In May 1989, the Company merged into its subsidiary, CCDCI, in
connection with a reincorporation merger. As a result of the reincorporation
merger, the Company changed its domicile to the state of Delaware from the
state of Utah and changed its name from Chelsea Energy Corporation to
California Cola Distributing Company, Inc. In October 1992, the Company
effected a sale of its wholly-owned subsidiary, CCDCI to California Cola Group
Incorporated, a principal shareholder of the Company and changed the its name
to Rexford, Inc.
(b) Current Business Activities
----------------------------
Since divesting itself of CCDCI, the Registrant has had no operations is
now seeking potential business acquisition or opportunities to enter in an
effort to commence business operations. The Registrant does not propose to
restrict its search for a business opportunity to any particular industry or
geographical area and may, therefore, engage in essentially any business in
any industry. The Registrant has unrestricted discretion in seeking and
participating in a business opportunity, subject to the availability of such
opportunities, economic conditions, and other factors.
The selection of a business opportunity in which to participate is
complex and risky. Additionally, as the Registrant has only limited resources,
it may be difficult to find good opportunities. There can be no assurance
that the Registrant will be able to identify and acquire any business
opportunity which will ultimately prove to be beneficial to the Registrant and
its shareholders. The Registrant will select any potential business
opportunity based on management's business judgment.
The activities of the Registrant are subject to several significant risks
which arise primarily as a result of the fact that the Registrant has no
specific business and may acquire or participate in a business opportunity
based on the decision of management which potentially could act without the
consent, vote, or approval of the Registrant's shareholders.
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Since divesting itself of CCDCI, the directors have determined that the
Registrant should become active in seeking potential operating businesses and
business opportunities with the intent to acquire or merge with such
businesses. The Registrant then began to consider and investigate potential
business opportunities. Because of the Registrant's current status having no
assets and no recent operating history, in the event the Registrant does
successfully acquire or merge with an operating business opportunity, it is
likely that the Registrant's present shareholders will experience substantial
dilution and there will be a probable change in control of the Registrant.
The Registrant is voluntarily filing its registration statement on Form
10SB in order to make information concerning itself more readily available to
the public. Management believes that being a reporting company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), could
provide a prospective merger or acquisition candidate with additional
information concerning the Registrant. In addition, management believes that
this might make the Registrant more attractive to an operating business
opportunity as a potential business combination candidate. As a result of
filing its registration statement, the Registrant is obligated to file with
the Commission certain interim and periodic reports including an annual report
containing audited financial statements. The Registrant intends to continue
to voluntarily file these periodic reports under the Exchange Act even if its
obligation to file such reports is suspended under applicable provisions of
the Exchange Act.
Any target acquisition or merger candidate of the Registrant will become
subject to the same reporting requirements as the Registrant upon consummation
of any such business combination. Thus, in the event that the Registrant
successfully completes an acquisition or merger with another operating
business, the resulting combined business must provide audited financial
statements for at least the two most recent fiscal years or, in the event that
the combined operating business has been in business less than two years,
audited financial statements will be required from the period of inception of
the target acquisition or merger candidate.
Sources of Business Opportunities
- ---------------------------------
The Registrant intends to use various sources in its search for potential
business opportunities including its officers and directors, consultants,
special advisors, securities broker-dealers, venture capitalists, members of
the financial community and others who may present management with unsolicited
proposals. Because of the Registrant's lack of capital, it may not be able to
retain on a fee basis professional firms specializing in business acquisitions
and reorganizations. Rather, the Registrant will most likely have to rely on
outside sources, not otherwise associated with the Registrant, that will
accept their compensation only after the Registrant has finalized a successful
acquisition or merger. To date, the Registrant has not engaged nor entered
into any discussions, negotiations, agreements nor understandings regarding
retention of any consultant to assist the Registrant in its search for
business opportunities, nor is management presently in a position to actively
seek or retain any prospective consultants for these purposes.
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The Registrant does not intend to restrict its search to any specific
kind of industry or business. The Registrant may investigate and ultimately
acquire a venture that is in its preliminary or development stage, is already
in operation, or in various stages of its corporate existence and development.
Management cannot predict at this time the status or nature of any venture in
which the Registrant may participate. A potential venture might need
additional capital or merely desire to have its shares publicly traded. The
most likely scenario for a possible business arrangement would involve the
acquisition of, or merger with, an operating business that does not need
additional capital, but which merely desires to establish a public trading
market for its shares. Management believes that the Registrant could provide a
potential public vehicle for a private entity interested in becoming a
publicly held corporation without the time and expense typically associated
with an initial public offering.
Evaluation
- ----------
Once the Registrant has identified a particular entity as a potential
acquisition or merger candidate, management will seek to determine whether
acquisition or merger is warranted or whether further investigation is
necessary. Such determination will generally be based on management's
knowledge and experience, or with the assistance of outside advisors and
consultants evaluating the preliminary information available to them.
Management may elect to engage outside independent consultants to perform
preliminary analysis of potential business opportunities. However, because of
the Registrant's lack of capital it may not have the necessary funds for a
complete and exhaustive investigation of any particular opportunity.
In evaluating such potential business opportunities, the Registrant will
consider, to the extent relevant to the specific opportunity, several factors
including potential benefits to the Registrant and its shareholders; working
capital, financial requirements and availability of additional financing;
history of operation, if any; nature of present and expected competition;
quality and experience of management; need for further research, development
or exploration; potential for growth and expansion; potential for profits; and
other factors deemed relevant to the specific opportunity.
Because the Registrant has not located or identified any specific
business opportunity as of the date hereof, there are certain unidentified
risks that cannot be adequately expressed prior to the identification of a
specific business opportunity. There can be no assurance following
consummation of any acquisition or merger that the business venture will
develop into a going concern or, if the business is already operating, that it
will continue to operate successfully. Many of the potential business
opportunities available to the Registrant may involve new and untested
products, processes or market strategies which may not ultimately prove
successful.
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Form of Potential Acquisition or Merger
- ---------------------------------------
Presently, the Registrant cannot predict the manner in which it might
participate in a prospective business opportunity. Each separate potential
opportunity will be reviewed and, upon the basis of that review, a suitable
legal structure or method of participation will be chosen. The particular
manner in which the Registrant participates in a specific business opportunity
will depend upon the nature of that opportunity, the respective needs and
desires of the Registrant and management of the opportunity, and the relative
negotiating strength of the parties involved. Actual participation in a
business venture may take the form of an asset purchase, lease, joint venture,
license, partnership, stock purchase, reorganization, merger or consolidation.
The Registrant may act directly or indirectly through an interest in a
partnership, corporation, or other form of organization, however, the
Registrant does not intend to participate in opportunities through the
purchase of minority stock positions.
Because of the Registrant's current status and recent inactive status for
the prior eight years, and its concomitant lack of assets or relevant
operating history, it is likely that any potential merger or acquisition with
another operating business will require substantial dilution of the
Registrant's existing shareholders. There will probably be a change in
control of the Registrant, with the incoming owners of the targeted merger or
acquisition candidate taking over control of the Registrant. Management has
not established any guidelines as to the amount of control it will offer to
prospective business opportunity candidates, since this issue will depend to a
large degree on the economic strength and desirability of each candidate, and
corresponding relative bargaining power of the parties. However, management
will endeavor to negotiate the best possible terms for the benefit of the
Registrant's shareholders as the case arises.
Management does not have any plans to borrow funds to compensate any
persons, consultants, promoters, or affiliates in conjunction with its efforts
to find and acquire or merge with another business opportunity. Management
does not have any plans to borrow funds to pay compensation to any prospective
business opportunity, or shareholders, management, creditors, or other
potential parties to the acquisition or merger. In either case, it is
unlikely that the Registrant would be able to borrow significant funds for
such purposes from any conventional lending sources. In all probability, a
public sale of the Registrant's securities would also be unfeasible, and
management does not contemplate any form of new public offering at this time.
In the event that the Registrant does need to raise capital, it would
most likely have to rely on the private sale of its securities or loans from
its officers and directors. Such a private sale would be limited to persons
exempt under the Commission's Regulation D or other rule or provision for
exemption, if any applies. However, no private sales are contemplated by the
Registrant's management at this time. If a private sale of the Registrant's
securities is deemed appropriate in the future, management will endeavor to
acquire funds on the best terms available to the Registrant. However, there
can be no assurance that the Registrant will be able to obtain funding when
and if needed, or that such funding, if available, can be obtained on terms
reasonable or acceptable to the Registrant. The Registrant does not
anticipate using Regulation S promulgated under the Securities Act of 1933 to
raise any funds any time within the next year, subject only to its potential
applicability after consummation of a merger or acquisition.
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Although not presently anticipated by management, there is a remote
possibility that the Registrant might sell its securities to its management or
affiliates.
In the event of a successful acquisition or merger, a finder's fee, in
the form of cash or securities of the Registrant, may be paid to persons
instrumental in facilitating the transaction. The Registrant has not
established any criteria or limits for the determination of a finder's fee,
although most likely an appropriate finder's fee will be negotiated between
the parties, including the potential business opportunity candidate, based
upon economic considerations and reasonable value as estimated and mutually
agreed at that time. A finder's fee would only be payable upon completion of
the proposed acquisition or merger in the normal case, and management does not
contemplate any other arrangement at this time. Management has not actively
undertaken a search for, nor retention of, any finder's fee arrangement with
any person. It is possible that a potential merger or acquisition candidate
would have its own finder's fee arrangement, or other similar business
brokerage or investment banking arrangement, whereupon the terms may be
governed by a preexisting contract; in such case, the Registrant may be
limited in its ability to affect the terms of compensation, but most likely
the terms would be disclosed and subject to approval pursuant to submission of
the proposed transaction to a vote of the Registrant's shareholders.
Management cannot predict any other terms of a finder's fee arrangement at
this time. It would be unlikely that a finder's fee payable to an affiliate
of the Registrant would be proposed because of the potential conflict of
interest issues. If such a fee arrangement was proposed, independent
management and directors would negotiate the best terms available to the
Registrant so as not to compromise the fiduciary duties of the affiliate in
the proposed transaction, and the Registrant would require that the proposed
arrangement would be submitted to the shareholders for prior ratification in
an appropriate manner.
Management does not contemplate that the Registrant would acquire or
merge with a business entity in which any affiliates of the Registrant have an
interest. Any such related party transaction, however remote, would be
submitted for approval by an independent quorum of the Board of Directors and
the proposed transaction would be submitted to the shareholders for prior
ratification in an appropriate manner. None of the Registrant's managers,
directors, or other affiliated parties have had any contact, discussions, or
other understandings regarding any particular business opportunity at this
time, regardless of any potential conflict of interest issues. Accordingly,
the potential conflict of interest is merely a remote theoretical possibility
at this time.
Rights of Shareholders
- ----------------------
It is presently anticipated by management that prior to consummating a
possible acquisition or merger, the Registrant will seek to have the
transaction ratified by shareholders in the appropriate manner. Most likely,
this would require a general or special shareholder's meeting called for such
purpose. Section 228 of the Delaware Corporations Law provides that any
action which may be taken at any annual or special meeting of the
shareholders, may be taken without a meeting, without prior notice and without
a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holder of the outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.
<PAGE> 8
However, a shareholder's meeting is normally the most expeditious
procedure, wherein all shareholder's would be entitled to vote in person or by
proxy. In the notice of such a shareholder's meeting and proxy statement, the
Registrant will provide shareholders complete disclosure documentation
concerning a potential acquisition of merger candidate, including financial
information about the target and all material terms of the acquisition or
merger transaction.
Competition
- -----------
Because the Registrant has not identified any potential acquisition or
merger candidate, it is unable to evaluate the type and extent of its likely
competition. The Registrant is aware that there are several other public
companies with only nominal assets that are also searching for operating
businesses and other business opportunities as potential acquisition or merger
candidates. The Registrant will be in direct competition with these other
public companies in its search for business opportunities and, due to the
Registrant's lack of funds, it may be difficult to successfully compete with
these other companies.
Employees
- ---------
As of the date hereof, the Registrant does not have any employees and has
no plans for retaining employees until such time as the Registrant's business
warrants the expense, or until the Registrant successfully acquires or merges
with an operating business. The Registrant may find it necessary to
periodically hire part-time clerical help on an as-needed basis.
Facilities
- ----------
The Registrant is currently using as its principal place of business the
personal residence of its President and Director located in Scottsdale,
Arizona. Although the Registrant has no written agreement and pays no rent for
the use of this facility, it is contemplated that at such future time as an
acquisition or merger transaction may be completed, the Registrant will secure
commercial office space from which it will conduct its business. Until such
an acquisition or merger, the Registrant lacks any basis for determining the
kinds of office space or other facilities necessary for its future business.
The Registrant has no current plans to secure such commercial office space.
It is also possible that a merger or acquisition candidate would have adequate
existing facilities upon completion of such a transaction, and the
Registrant's principal offices may be transferred to such existing facilities.
<PAGE>
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Item 2. Management's Discussion and Analysis or Plan of Operation
Overview
- --------
The Registrant is considered a development stage company with no assets
or capital and with no operations or income since approximately 1992. The
costs and expenses associated with the preparation and filing of this
registration statement and other operations of the Registrant have been paid
for by shareholders of the Registrant, specifically Mark A. Scharmann (see
Item 4, Security Ownership of Certain Beneficial Owners and Management). It is
anticipated that the Registrant will require only nominal capital to maintain
the corporate viability of the Registrant and necessary funds will most likely
be provided by the Registrant's existing shareholders or its officers and
directors in the immediate future. However, unless the Registrant is able to
facilitate an acquisition of or merger with an operating business or is able
to obtain significant outside financing, there is substantial doubt about its
ability to continue as a going concern.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Registrant until such time as the
Registrant successfully completes an acquisition or merger. At that time,
management will evaluate the possible effects of inflation on the Registrant
as it relates to its business and operations following a successful
acquisition or merger.
Plan of Operation
- -----------------
During the next twelve months, the Registrant will actively seek out and
investigate possible business opportunities with the intent to acquire or
merge with one or more business ventures. In its search for business
opportunities, management will follow the procedures outlined in Item 1 above.
Because the Registrant lacks funds, it may be necessary for the officers and
directors to either advance funds to the Registrant or to accrue expenses
until such time as a successful business consolidation can be made. Management
intends to hold expenses to a minimum and to obtain services on a contingency
basis when possible. The Registrant's directors may receive compensation for
services provided to the Company until such time as an acquisition or merger
can be accomplished. However, if the Registrant engages outside advisors or
consultants in its search for business opportunities, it may be necessary for
the Registrant to attempt to raise additional funds. As of the date hereof,
the Registrant has not made any arrangements or definitive agreements to use
outside advisors or consultants or to raise any capital.
In the event the Registrant does need to raise capital most likely the
only method available to the Registrant would be the private sale of its
securities. It is unlikely that it could make a public sale of securities or
be able to borrow any significant sum from either a commercial or private
lender. There can be no assurance that the Registrant will be able to obtain
additional funding when and if needed, or that such funding, if available, can
be obtained on terms acceptable to the Registrant.
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The Registrant does not intend to use any employees, with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
cost or on a deferred payment basis. Management is confident that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.
Item 3. Description of Property
The information required by this Item 3 is not applicable to this Form
10SB due to the fact that the Registrant does not own or control any material
property.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables sets forth the number of shares of the Registrant's
Common Stock, par value $0.001, held by each person who is believed to be the
beneficial owner of 5% or more of the 57,106,420 shares of the Registrant's
common stock outstanding at June 30, 1998, based on the Registrant's transfer
agent's list, and the names and number of shares held by each of the
Registrant's officers and directors and by all officers and directors as a
group.
Title of Name and Address Amount and Nature of Percent
Class Of Beneficial Owner Beneficial Ownership (1) of Class
- -------- ------------------- ------------------------- --------
Common Dennis Blomquist 9,644,212 D 16.88
777 East Main St. #210
Scottsdale, AZ 85251
Common Mark A. Scharmann 42,155,420 D 73.81
1661 Lakeview Circle 10,000 I .01
Ogden, UT 84403 50,000 I .08
Officers, Directors and Nominees
Common Dennis Blomquist ------------See Table Above------------
Common Ron A. Featherstone 150,000 D .26
Common Mark A. Scharmann ------------See Table Above------------
Common Tom Sollami 150,000 D .26
All Officers, Directors, and
Nominees as a Group (4 Persons) 55,099,632 D 96.49
60,000 I .10
---------- -----
55,159,632 96.59
========== =====
- --------------------------------
(1) All shares are owned directly (D) or indirectly (I), beneficially and of
record and the shareholder has sole voting, investment and dispositive power.
(2) Shares beneficially held of record by Troika Capital Investment, of which
Mr. Scharmann is the principal owner and shareholder.
(3) Shares beneficially held of record by Rachel Leslie, the spouse of Mr.
Scharmann, and which Mr. Scharmann disclaims beneficial ownership.
<PAGE> 11
Item 5. Directors, Executive Officers, Promoters and Control Persons
The names of the Registrant's executive officers and directors and the
positions held by each of them are set forth below:
Name Position
- ---- --------
Dennis Blomquist President and Director
Ron A. Featherstone Vice President and Director
Mark A. Scharmann Treasurer and Director
Tom Sollami Secretary and Director
The term of office of each director is one year and until his successor
is elected at the Registrant's annual shareholders' meeting and is qualified,
subject to removal by the shareholders. The term of office for each officer
is for one year and until a successor is elected at the annual meeting of the
board of directors and is qualified, subject to removal by the board of
directors.
Biographical Information
Set forth below is certain biographical information with respect to each
of the Registrant's officers and directors.
Dennis Blomquist age 46, has served as an officer and director of the
Registrant since 1992. For the past five years, Mr. Blomquist has been an
self-employed business consultant providing data base administration,
development and computer related services. From June 1996 to December 1997,
Mr. Blomquist work for Parami Productions, Inc., Studio City, California, a
film and television development company as director of development.
Ron A. Featherstone, age 46, has served as an officer and director of the
Registrant since 1992. Since July 1995, Mr. Featherstone has been the
executive vice president for Investors First Ventures, Ltd, Scottsdale,
Arizona, a financial consulting firm. From 1993 through June 1995, Mr.
Featherstone was the area sales manager for Clarke Publications, Irwindale,
California.
Tom Sollami, age 47, has served as an officer and director of the
Registrant since 1992. Mr. Sollami has been employed as the Security
Coordinator of the Doubletree Hotel, Salt Lake City, Utah, since February
1998.
Mark A. Scharmann, age 39, has been vice-president and a director of the
Company since February 1997. Since 1979, Mr. Scharmann has been the principal
owner of Troika Capital, Inc., Ogden, Utah, a financial consulting company.
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ITEM 6. EXECUTIVE COMPENSATION
The Registrant has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or directors. The
Registrant has not paid any salaries or other compensation to its officers,
directors or employees for the years ended September 30, 1997, 1996 and 1995,
nor at any time during 1997, 1996 or 1995. Further, the Registrant has not
entered into an employment agreement with any of its officers, directors or
any other persons and no such agreements are anticipated in the immediate
future. It is intended that the Registrant's directors may be compensated for
services provided to the Company until such time as an acquisition or merger
can be accomplished. As of the date hereof, no person has accrued any
compensation from the Registrant.
The following tables set forth certain summary information concerning the
compensation paid or accrued for each of the Registrant's last three completed
fiscal years to the Registrant's or its principal subsidiaries chief executive
officer and each of its other executive officers that received compensation in
excess of $100,000 during such period (as determined at September 30, 1997,
the end of the Registrant's last completed fiscal year):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
Other Restricted
Name and Annual Stock Options LTIP All other
Principal Position Year Salary Bonus($) Compensation Awards /SARs Payout Compensation
- ------------------ ---- ------ -------- ------------ ------ ------- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis Blomquist 1997 $ -0- -0- -0- -0- -0- -0- -0-
President and CEO 1996 $ -0- -0- -0- -0- -0- -0- -0-
1995 $ -0- -0- -0- -0- -0- -0- -0-
</TABLE>
Options/SAR Grants in Last Fiscal Year
None.
Bonuses and Deferred Compensation
None.
Compensation Pursuant to Plans
None.
Pension Table
Not Applicable.
Other Compensation
None.
<PAGE> 13
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mark A. Scharmann, an officer and directors of the Company has advanced
money to the Company during the six months ending March 31, 1998 and 1997. The
advances are bearing interest at a rate of 10% and have no maturity date. The
balance of advances amounted to $19,713at March 31, 1998. On June 29, 1998,
Mr. Scharmann agreed to convert $35,570.81 (which amount represents the
principal and accrued interest on the note at that date) into 17,785,405
shares of the Registrant's common stock.
ITEM 8. DESCRIPTION OF SECURITIES
General
- -------
The Registrant is authorized to issue one hundred million shares of
common stock, par value $0.001 per share (the "Common Stock"). There are
57,106,420 shares of Common Stock and no shares of Preferred Stock issued and
outstanding as of June 30, 1998.
The holders of Common Stock are entitled to one vote per share on each
matter submitted to a vote at any meeting of shareholders. Shares of Common
Stock do not carry cumulative voting rights and, therefore, a majority of the
shares of outstanding Common Stock will be able to elect the entire board of
directors and, if they do so, minority shareholders would not be able to elect
any persons to the board of directors. The Registrant's bylaws provide that a
majority of the issued and outstanding shares of the Registrant constitutes a
quorum for shareholders' meetings, except with respect to certain matters for
which a greater percentage quorum is required by statute or the bylaws.
Shareholders of the Registrant have no preemptive rights to acquire
additional shares of Common Stock or other securities. The Common Stock is
not subject to redemption and carries no subscription or conversion rights.
In the event of liquidation of the Registrant, the shares of Common Stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities.
Holders of Common Stock are entitled to receive such dividends as the
board of directors may from time to time declare out of funds legally
available for the payment of dividends. The Registrant seeks growth and
expansion of its business through the reinvestment of profits, if any, and
does not anticipate that it will pay dividends in the foreseeable future
<PAGE>
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PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters
No shares of the Company's common stock have previously been registered
with the Securities and Exchange Commission (the "Commission") or any state
securities agency or authority. The Company intends to make an application to
the NASD for the Company's shares to be quoted on the OTC Bulletin Board. The
Company's application to the NASD will consist of current corporate
information, financial statements and other documents as required by Rule
15c2-11 of the Securities Exchange Act of 1934, as amended. Inclusion on the
OTC Bulletin Board permits price quotations for the Company's shares to be
published by such service. The Company is not aware of any established trading
market for its common stock nor is there any record of any reported trades in
the public market in recent years. The Company's common stock has not traded
in a public market since 1992.
If and when the Company's common stock is traded in the over-the-counter
market, most likely the shares will be subject to the provisions of Section
15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g)
sets forth certain requirements for transactions in penny stocks and Rule
15g-9(d)(l) incorporates the definition of penny stock as that used in Rule
3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any equity security
that has a market price less than $5.00 per share, subject to certain
exceptions. Rule 3a51-1 provides that any equity security is considered to be
a penny stock unless that security is: registered and traded on a national
securities exchange meeting specified criteria set by the Commission;
authorized for quotation on The NASDAQ Stock Market; issued by a registered
investment company; excluded from the definition on the basis of price (at
least $5.00 per share) or the issuer's net tangible assets; or exempted from
the definition by the Commission. If the Company's shares are deemed to be a
penny stock, trading in the shares will be subject to additional sales
practice requirements on broker-dealers who sell penny stocks to persons other
than established customers and accredited investors, generally persons with
assets in excess of $1,000,000 or annual income exceeding $200,000, or
$300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such securities and must
have received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in
penny stocks. Consequently, these rules may restrict the ability of broker-
dealers to trade and/or maintain a market in the Company's common stock and
may affect the ability of shareholders to sell their shares.
As of July 22, 1998 there were 74 shareholders of record of the
Company's common stock. There are no reported bid or asked prices for the
Company's shares.
<PAGE> 15
As of July 22, 1998, the Company has issued and outstanding 57,106,420
shares of common stock. Of this total, 16,297,000 shares were issued in
transactions more than two years ago, and may be sold or otherwise transferred
without restriction pursuant to the terms of Rule 144 ("Rule 144") of the
Securities Act of 1933, as amended (the "Act"), unless held by an affiliate or
controlling shareholder of the Company. Of the total issued and outstanding
shares, the Company has identified 55,159,632 shares as being held directly or
indirectly by affiliates of the Company. The remaining 1,946,788 shares are
deemed free from restrictions and may be sold and/or transferred without
further registration under the Act.
The 55,159,632 shares presently held by affiliates or controlling
shareholders of the Company may be sold pursuant to Rule 144, subject to the
volume and other limitations set forth under Rule 144. In general, under Rule
144 as currently in effect, a person (or persons whose shares are aggregated)
who has beneficially owned restricted shares of the Company for at least one
year, including any person who may be deemed to be an "affiliate" of the
Company (as the term "affiliate" is defined under the Act), is entitled to
sell, within any three-month period, an amount of shares that does not exceed
the greater of (i) the average weekly trading volume in the Company's common
stock during the four calendar weeks preceding such sale, or (ii) 1% of the
shares then outstanding. A person who is not deemed to be an "affiliate" of
the Company and who has held restricted shares for at least two years would be
entitled to sell such shares without regard to the resale limitations of Rule
144.
Dividend Policy
- ---------------
The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that it will
pay cash dividends or make distributions in the foreseeable future. The
Company currently intends to retain and reinvest future earnings, if any, to
finance its operations.
ITEM 2. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings and no such
action by or against it, to the best of its knowledge, has been threatened.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
The Registrant has not changed nor had any disagreements with its
independent certified accountants.
<PAGE>
<PAGE> 16
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
At September 30, 1997, the Registrant issued 23,024,015 shares of its
common stock to Mark A. Scharmann, an officer and director of the Registrant,
in exchange for the conversion of $46,048 of notes and accrued interest
payable by the Registrant.
On June 29, 1998, the Registrant issued an additional 17,785,406 shares
of the Registrant's common stock to Mr. Scharmann, in exchange for the
conversion of approximately $35,571 of notes and accrued interest payable by
the Registrant.
The securities issued in the foregoing transactions were issued in
reliance on the exemption from registration and the prospectus delivery
requirements of the Securities Act of 1933, as amended (the 'Securities Act"),
set forth in section 3(b) and/or section 4(2) of the Securities Act and the
regulations promulgated thereunder. The individual receiving the shares the
an officer and director of the Registrant and is deemed to be an "accredited
investor" as that term is defined under Rule 501 of the Regulation D of the
Securities Act.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware Corporation Law provides in relevant parts as
follows:
(1) A corporation shall have power to indemnify 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, whether civil, criminal,
administrative, or investigative (other than an action by or in the right of
the corporation) 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 attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or on
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(2) A corporation shall have power to 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 feet 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 attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
<PAGE> 17
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 negligence or
misconduct in the performance of his duty to the corporation unless and only
to the extent that the court in which such action or suit was brought shall
determine on application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
(3) To the extent that a director, officer, employee, or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in 1) or (2) of this subsection, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection therewith.
(4) The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any bylaws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his 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 a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such
a person.
The foregoing discussion of indemnification merely summarizes certain
aspects of indemnification provisions and is limited by reference to the above
discussed sections of the Delaware Corporation Law.
The Registrant's certificate of incorporation and bylaws provide that the
Registrant "may indemnify" to the full extent of its power to do so, all
directors, officers, employees, and/or agents. It is anticipated that the
Registrant will indemnify its officers and directors to the full extent
permitted by the above-quoted statute.
Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act may be permitted to officers and directors of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant
is aware that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
PART F/S
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's unaudited balance sheet as of March 31, 1998; the related
unaudited statements of operations, stockholders' deficit and cash flows for
the six month periods ended March 31, 1998 and 1997, and the cumulative
amounts since October 1, 1992, have been prepared in accordance with generally
accepted accounting principles and are attached hereto and incorporated herein
by this reference.
The Company's balance sheet for the year ended September 30, 1997; the
related statements of operations, stockholders' deficit and cash flows for the
years ended September 30, 1997 and 1996 and the cumulative amounts since
October 1, 1992, have been examined to the extent indicated in their reports
by Tanner + Co., certified public accountants, and have been prepared in
accordance with generally accepted accounting principles and are attached
hereto and incorporated herein by this reference.<PAGE>
<PAGE> 18
Tanner + Co.
Certified Public Accountants
675 East 500 South, Suite 640
Salt Lake City, Utah 84102
Independent Auditors' Report
To the Board of Directors and Stockholders of Rexford, Inc.
We have audited the accompanying balance sheet of Rexford, Inc. (a
development stage company) as of September 30, 1997, and the related
statements of operations, stockholders' deficit and cash flows for
the years ended September 30, 1997 and 1996 and the cumulative amounts since
October 1, 1992. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Rexford, Inc., as of
September 30, 1997 and the results of its operations and its cash flows for
the years ended September 30, 1997 and 1996 and the cumulative amounts since
October 1, 1992, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company is a development stage company with no
operating capital which raises substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/S/Tanner + Co.
December 30, 1997
Salt Lake City, UT<PAGE>
<PAGE> 19
Rexford, Inc.
(A Development Stage Company)
Balance Sheet
March 31,
1997 September 30,
Assets (Unaudited) 1996
------ ---------- ----------
Current assets:
Cash $ 106 $ 540
Receivable from related party - -
---------- ----------
$ 106 $ 540
========== ==========
Liabilities and Stockholders' Deficit
-------------------------------------
Current liabilities:
Cash overdraft $ - $ -
Accounts payable 835 590
Payable to related party 19,713 -
---------- ----------
Total current liabilities 20,548 590
---------- ----------
Commitments and contingencies - -
Stockholders' deficit:
Common stock $.001 par value, authorized
100,000,000 shares; issued and outstanding
39,321,015 and 16,297,000 shares,
respectively 39,321 39,321
Additional paid-in capital 113,036 113,036
Accumulated deficit (172,799) (152,407)
---------- ----------
Total stockholders' deficit (20,442) (50)
---------- ----------
$ 106 $ 540
========== ==========
See accompanying notes to financial statements
<PAGE>
<PAGE> 20
Rexford, Inc.
(A Development Stage Company)
Statement of Operations
<TABLE>
<CAPTION>
Six Months Ended Years
March 31, Ended
1998 1997 September 30, Cumulative
(Unaudited) (Unaudited) 1997 1996 Amounts
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenue $ - $ - $ - $ 10,000 $ 10,000
General and administrative expenses 20,392 18,842 42,795 7,253 78,624
---------- ---------- ---------- ---------- ----------
Net (loss) income from operations (20,392) (18,842) 42,795 2,747 (68,624)
Gain on divestiture of discontinued
operations, net on tax - - - - 90,231
---------- ---------- ---------- ---------- ----------
Net (loss) income before provision
for income taxes (20,392) (18,842) (42,795) 2,747 21,607
Provision for income taxes - - - - -
---------- ---------- ---------- ---------- ----------
Net (loss) income $ (20,392) $ (18,842) $ (42,795) $ 2,747 $ 21,607
========== ========== ========== ========== ==========
Net (loss) income per common
share $ (.00) $ (.00) $ (.00) $ .00 $ .00
========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements
<PAGE>
<PAGE> 21
Rexford, Inc.
(A Development Stage Company)
Statement of Stockholders' Deficit
For the Six Months Ended March 31, 1998 (Unaudited) and
for the period October 1, 1992
(Date of Commencement of Development Stage)
Through September 30, 1997
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit Total
---------- ---------- ---------- ----------- ----------
Balance at
October 1, 1992 12,297,000 $ 12,297 $ 85,734 $ (194,406) $ (96,375)
October 1992,
Divestiture of
CCDCI (6,000,000) (6,000) (4,000) - (10,000)
October 1992,
issuance of
8,000,000 shares
for cash 8,000,000 8,000 5,750 - 13,750
Net income - - - 89,617 89,617
---------- ---------- ---------- ----------- ----------
Balance at
September 30,
1993 14,297,000 $ 14,297 $ 87,484 $ (104,789) $ (3,008)
Conversion of
Debt to common
stock 2,000,000 2,000 2,528 - 4,528
Net loss - - - (4,073) (4,073)
---------- ---------- ---------- ----------- ----------
Balance at
September 30,
1994 16,297,000 $ 16,297 $ 90,012 $ (108,862) $ (2,553)
Net loss - - - (3,497) (3,497)
---------- ---------- ---------- ----------- ----------
Balance at
September 30,
1995 16,297,000 $ 16,297 $ 90,012 $ (112,359) $ (6,050)
Net income - - - 2,747 2,747
---------- ---------- ---------- ----------- ----------
Balance at
September 30,
1996 16,297,000 $ 16,297 $ 90,012 $ (109,612) $ (3,303)
Conversion of
Debt to common
stock 23,024,015 23,024 23,024 - 46,048
Net loss - - - (42,795) (42,795)
---------- ---------- ---------- ----------- ----------
Balance at
September 30,
1997 39,321,015 $ 39,321 $ 113,036 $ (152,407) $ (50)
Net loss
(Unaudited) - - - (20,392) (20,392)
---------- ---------- ---------- ----------- ----------
Balance at March
31, 1998
(Unaudited) 39,321,015 $ 39,321 $ 113,036 $ (172,799) $ (20,442)
========== ========== ========== =========== ==========
See accompanying notes to the financial statements.
<PAGE> 22
Rexford, Inc.
(A Development Stage Company)
Statement of Cash Flows
<TABLE>
<CAPTION>
Six Months Ended Years
March 31, Ended
1998 1997 September 30, Cumulative
(Unaudited) (Unaudited) 1997 1996 Amounts
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (20,392) (18,842) $ (42,795) $ 2,747 $ 21,607
Adjustments to reconcile net (loss)
income to net cash (used in)
provided by operating activities:
Gain on disposal of discontinued
segment - - - - (90,231)
Increase (decrease) in:
Cash overdraft - 57 (282) 282 -
Accounts payable 245 - (306) (1,957) 835
---------- ---------- ---------- ---------- ----------
Net cash (used in) provided by
Operating Activities (20,147) (18,785) (43,383) 1,072 (67,789)
---------- ---------- ---------- ---------- ----------
Cash flows from investing activities: - - - - -
---------- ---------- ---------- ---------- ----------
Cash flows from financing activities:
Increase in payable to related
parties 19,713 18,785 42,348 - 54,145
Decrease (increase) in receivable
from related party - - 1,575 (1,575) -
Issuance of common stock - - - - 13,750
---------- ---------- ---------- ---------- ----------
Net cash (used in) provided by
Financing Activities 19,713 18,785 43,923 (1,575) 67,895
---------- ---------- ---------- ---------- ----------
Net increase (decrease) in cash (434) - 540 (503) 106
Cash, beginning of period 540 - - 503 -
---------- ---------- ---------- ---------- ----------
Cash, end of period $ 106 $ - $ 540 $ - $ 106
========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements
<PAGE>
<PAGE> 23
Rexford, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 1998 and 1997 (Unaudited) and September 30, 1997 and 1996
1. Summary of Business and Significant Accounting Policies
The Company was organized under the laws of the state of Utah on February 14,
1983 under the name of Chelsea Energy Corporation. The Company was initially
formed to provide professional consulting services to local government units.
The Company subsequently changed its business direction when, in May 1989, the
Company acquired California Cola Distributing Company Incorporated (CCDCI), a
privately held California corporation. The Company issued 7,950,000 shares of
its common stock to the former shareholders of California Cola Distributing
Company Incorporated in connection with the acquisition and 300,000 shares of
common stock for services rendered in connection with the acquisition. The
Company's sole business was the operation of its subsidiary, California Cola
Distributing Company Incorporated, a California Corporation. In connection
with the acquisition, the Company changed its domicile to the state of
Delaware from the state of Utah and changed its name from Chelsea Energy
Corporation to California Cola Distributing Company, Inc.
Effective October 1, 1992, the Company divested its interest in CCDCI an
changed its name to Rexford, Inc. (the Company).
Development Stage Company
Effective October 1, 1992, the Company is considered a development stage
company as defined in SFAS No. 7. 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.
Going Concern
The Company has incurred significant operating losses from its inception
through September 30, 1997 and continuation of the Company as a going concern
and payment of its liabilities are dependent upon the Company's ability to
attain profitable operations and additional working capital. There can be no
assurance that the Company will be successful in doing so. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and classification of
liabilities that might be necessary should the Company be unable to continue
as a going concern.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments with a maturity of three months or less to be cash
equivalents.
Income (Loss) Per Share
Income (loss) per share of common stock is computed based on the weighted
average number of shares of common stock outstanding during the period.
<PAGE> 24
Rexford, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 1998 and 1997 (Unaudited) and September 30, 1997 and 1996
1. Summary of Business and Significant Accounting Policies (Continued)
Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and the expenses during the
reporting period. Actual results could differ from those estimates.
2. Related Party Transactions
The Company's related party accounts are unsecured, non-interest bearing
advances to/from certain shareholders of the Company. These accounts are
expected to be satisfied within the current period.
3. Income Taxes
The (provision) benefit for income taxes is different than amounts which would
be provided by applying the statutory federal income tax rate to income (loss)
before provision for income taxes for the following reasons:;
September 30,
1997 1996
---------- ----------
Income tax benefit (provision) at
Statutory rate $ 15,000 $ (1,000)
Change in valuation allowance (15,000) 1,000
---------- ----------
$ - $ -
========== ==========
Deferred tax assets at September 30, 1997 are comprised of the following:
September 30,
1997
----------
Operating loss carryforwards $ 52,000
Valuation allowance (52,000)
----------
$ -
==========
At September 30, 1997, the Company had net operating loss carryforwards of
approximately $152,000 available to offset future taxable income which begin
to expire in 2004. The amount of loss which may be used each year is limited
based on several factors which include changes in Company ownership, the fair
value of the Company and the federal discount rate.
No deferred tax assets have been provided for the tax benefit of loss
carryforwards due to uncertainty concerning their ultimate realization.
<PAGE> 25
Rexford, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 1998 and 1997 (Unaudited) and September 30, 1997 and 1996
4. Supplemental Disclosure of Cash Flow Information
At September 30, 1997, the Company converted $46,048 of notes and interest
payable to an officer of the Company for 23,024,015 shares of common stock.
During the year ended September 30, 1994, the Company converted $4,528 of
notes payable to officers of the Company for 2,000,000 shares of common stock.
No amounts were paid for interest and income taxes during the period ended
March 31, 1998 (unaudited) and during the years ended September 30, 1997 and
1996 and since October 1, 1992.
5. Earnings per Share
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 (SFAS 128) "Earnings Per Share," which
requires companies to present basic earnings per share (EPS) and diluted
earnings per share, instead of the primary and fully diluted EPS as previously
required. The new standard also requires additional information disclosures,
and makes certain modifications to the previously applicable EPS calculations
defined in Accounting Principles Board No. 15. The new standard is required
to be adopted by all public companies for reporting periods ending after
December 15, 1997, and requires restatement of EPS for all prior periods
reported.
Earnings per share information is as follows:
<TABLE>
<CAPTION>
Six Months Ended Years
March 31, Ended
1998 1997 September 30, Cumulative
(Unaudited) (Unaudited) 1997 1996 Amounts
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net (loss) income available to
common stockholders $ (20,392) $ (18,842) $ (42,795) $ 2,747 $ 21,607
========== ========== ========== ========== ==========
Average equivalent shares
(basic and diluted) 39,321,000 16,297,000 16,360,000 16,297,000 21,376,000
========== ========== ========== ========== ==========
Net (loss) income per share
(basic and diluted) $ (.00) $ (.00) $ (.00) $ .00 $ .00
========== ========== ========== ========== ==========
</TABLE>
6. Fair Value of Financial Instruments
None of the Company's financial instruments are held for trading purposes.
The Company estimates that the fair value of all financial instruments at
September 30, 1997, does not differ materially from the aggregate carrying
values of its financial instruments recorded in the accompanying balance
sheet. The estimated fair value amounts have been determined by the Company
using available market information and appropriate valuation methodologies.
Considerable judgement is necessarily required in interpreting market data to
develop the estimates of fair value, and accordingly, the estimates are not
necessarily indicative of the amount that the Company could realize in a
current market exchange.
<PAGE> 26
PART III
ITEM 1. INDEX TO EXHIBITS
Copies of the following documents are included as exhibits to this Form
10-SB pursuant to item 601 of regulation S-B.
SEC
Exhibit Reference
No. No. Title of Document
- ------- --------- -----------------
1 3 Articles of Incorporation of the Registrant and related
Amendments
2 3 Bylaws of the Registrant
3 4 Specimen Stock Certificate
4 27 Financial Data Schedule
<PAGE>
<PAGE> 27
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this registration statement to be signed on its behalf
by the undersigned, thereunder duly authorized.
REXFORD, INC.
By: /S/ Dennis Blomquist, President
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this registration statement to be signed on its behalf
by the undersigned in the capacities and on the dates stated.
Signature Title Date
- --------- ----- ----
/S/ Dennis Blomquist President, Director August _, 1998
/S/ Ron Featherstone Vice President, Director August _, 1998
/S/ Tom Sollami Secretary, Director August _, 1998
/S/ Mark A. Scharmann Treasurer, Director August _, 1998
EXHIBIT 1
<PAGE> 1 STATE OF DELAWARE
[CREST]
OFFICE OF SECRETARY OF STATE
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF CALIFORNIA COLA DISTRIBUTING COMPANY, INC. FILED IN THIS
OFFICE ON THE TWENTY-FIRST DAY OF APRIL, A.D. 1989, AT 10 O'CLOCK A.M.
[SEAL OF THE DEPARTMENT OF STATE
OFFICE OF THE SECRETARY OF STATE
STATE OF DELAWARE] /S/Michael Harkin, Secretary of State
Authentication: 12154076
739111012 Date: 04/21/1989
<PAGE>
<PAGE> 2
CERTIFICATE OF INCORPORATION OF CALIFORNIA COLA DISTRIBUTING COMPANY, INC.
The undersigned incorporator hereby forms a corporation pursuant to the
General Corporation Law of the State of Delaware.
ARTICLE I
NAME
The name of the Corporation is: CALIFORNIA COLA DISTRIBUTING COMPANY, INC.
ARTICLE II
Registered Office
The registered office of the Corporation in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, County of
New Castle. The registered agent in charge thereof at such address is The
Corporation Trust Company.
ARTICLE III
Purposes
The nature of the business and the objects and purposes proposed to be
transacted, promoted, and carried on, are to do any or all things herein
mentioned, as fully and to the same extent as natural persons might or could
do, and in any part of the world, viz .:
"The purpose of the Corporation is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of
Delaware".
ARTICLE IV
Capital Stock
The amount of the total authorized capital stock of this Corporation shall
consist of One-Hundred Thousand Dollars ($100,000) divided into 100,000,000
shares of $.001 par value each. All shares shall be designated as Common
Stock. Shareholders shall not have pre-emptive rights or be entitled to
cumulative voting in connection with the shares of the Company's Common Stock.
ARTICLE V
Incorporated
The name and mailing address of the incorporator of the Company is:
A. O. Headman, Jr, 420 East South Temple, Suite 334 Salt Lake City, Utah 84111
ARTICLE VI
Board of Directors
The powers of the incorporator(s) shall terminate upon the filing of this
Certificate of Incorporation, and the name and mailing address of the person
to serve as director until the first annual meeting of stockholders or until
successors are elected and qualify is:
Name of Director: A. O. Headman, Jr.
Mailing Address: 420 East South Temple Suite 334 Salt Lake City, UT 84111
<PAGE>
<PAGE> 3
The number of members of the Board of Directors shall be fixed from time to
time by the Board of Directors. If any vacancy occurs, the remaining
directors, by an affirmative vote of a majority thereof, may elect a director
to fill the vacancy until the next annual meeting of stockholders.
ARTICLE VII
Certain Contracts
No contract or transaction between the Corporation and one or more of its
directors or officers or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers or have a financial interest,
shall be void or voidable solely for this reason, or solely because the
director or officer is present at or participates in the meeting of the board
of committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if:
1. The material facts as to his interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or the Committee, and the
Board or committee, in good faith, authorizes the contract or transaction by a
vote sufficient for such purpose without counting the vote of the interested
director or directors; or
2. The material facts as to his interest and as to the contract or transaction
are disclosed or are known to the stockholders entitled to vote thereon, and
the contract or transaction is specifically approved in good faith by vote of
the stockholders; or
3. The contract or transaction is fair as to the Corporation as of the time it
is authorized, approved, or ratified, by the Board of Directors, a committee
thereof, or the stockholders.
Interested directors may be counted in determining the presence of a quorum at
a meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.
ARTICLE VIII
Bylaws
The Board of Directors shall have the power to make, adopt, amend, or repeal
the Bylaws of the Corporation.
ARTICLE IX
Indemnification
Section 1. 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
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) 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
attorneys' fee), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
<PAGE> 4
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
2. 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 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
attorneys' fees) actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation and 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 negligence or misconduct in the performance of
his duty to the Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or 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 expenses which the Court
of Chancery of the State of Delaware or such other court shall deem proper.
3. To the extent that any person referred to in paragraphs 1 and 2 of this
Article IX has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to therein or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
4. Any indemnification under paragraphs 1 and 2 of this Article IX (unless
ordered by a court) shall be 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 because he has met
the applicable standard of conduct set forth in paragraphs 1 and 2 of this
Article IX. Such determination shall be made (a) 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 (b) if such quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (c) by the stockholders.
5. Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding as authorized by the Board of Directors in
the specific case upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as provided in this Article IX.
6. The indemnification provided by this Article IX shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any statute, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
<PAGE> 5
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
7. The Corporation shall have power to purchase and maintain insurance on
behalf of any person who 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 any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article IX.
8. For the purposes of this section, references to "the corporation" include
all constituent corporations absorbed in a consolidation or merger as well as
the resulting or surviving corporation so that any person who is or was a
director, officer, employee or agent of such a constituent corporation or is
or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position- under the
provisions of this section with respect to the resulting or surviving
corporation as he would if he had served the resulting or surviving
corporation in the same capacity.
ARTICLE X
Stockholder Action by Consent
Any corporation action upon which a vote of stockholders is required or
permitted may be taken without a meeting or vote of stockholders with the
written consent of stockholders having not less than a majority of all of the
stock entitled to vote upon the action if a meeting were held; provided, that
in no case shall the written consent be by holders having less than the
minimum percent of the vote required by statute for the proposed corporate
action and provided that prompt notice be given to all stockholders of the
taking of corporate action without a meeting and by less than unanimous
written consent.
ARTICLE XI
Amendment
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
The undersigned, for the purpose of forming a corporation under the laws of
the State of Delaware, does make, file, and record this certificate, and does
certify that the facts stated herein are true; and has executed this
Certificate of Incorporation.
Dated: April 20, 1989
/S/A. O. Headman, Jr.
<PAGE>
<PAGE> 6
STATE OF UTAH )
ss.
COUNTY OF SALT LAKE)
On the 20th day of April, 1989, personally appeared before me, A. O. Headman,
Jr., who being by me first duly sworn, declared that he is the person who
signed the foregoing document as an incorporator and that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this day of April,
1989.
/S/Kristin Brown
NOTARY PUBLIC
Residing at Salt Lake City, UT
My Commission expires: November 1991
<PAGE>
<PAGE> 7
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF CALIFORNIA
COLA DISTRIBUTING COMPANY, INC.
Pursuant to Section 242 of Title 8 of the General Corporation Law of the State
of Delaware, the undersigned corporation hereby adopts the following
Certificate of Amendment to its Certificate of Incorporation:
FIRST: The name of the corporation is California Cola Distributing Company,
Inc.
SECOND: The following amendment to the Certificate of Incorporation of
California Cola Distributing Company, Inc. was duly adopted by the
shareholders of the corporation at a meeting held October 1, 1992, in the
manner prescribed by the General Corporation Law of the State of Delaware, to
Wit:
Article I - Name. The name of this corporation is REXFORD, INC.
THIRD: The number of shares of the Corporation outstanding at the time of the
adoption of such amendments was 12,297,000 and the number entitled to vote
thereon was 12,297,000.
FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows, to wit:
Class Number of Shares
- ----- ----------------
Common 12,297,000
FIFTH: The number of shares voted for such amendments was 8,182,724, with 0
opposing and 575,711 abstaining.
SIXTH: This amendments does not provide for any exchange, reclassification or
cancellation of issued shares.
SEVENTH: This amendments does not effect a change in the stated capital of the
corporation.
IN WITNESS WHEREOF, the undersigned president and secretary, having been
hereunto duly authorized, have executed the foregoing Certificate of Amendment
to Certificate of Incorporation for the corporation this 1st day of October,
1992, under penalties of perjury that this instrument is the act of the
corporation and the facts stated herein are true.
CALIFORNIA COLA DISTRIBUTING COMPANY, INC.
Attest: /S/Tom Sollami, Secretary By: /S/Dennis Blomquist,
President
<PAGE> 8
[STATE OF UTAH]
OFFICE OF THE LIEUTENANT GOVERNOR
CERTIFICATE OF INCORPORATION
OF
CHELSEA ENERGY CORPORATION
I, David S. Monson, Lieutenant Governor of the State of Utah, hereby
certify that duplicate originals of articles of incorporation for the
incorporation of Chelsea Energy Corporation duly signed and verified pursuant
to the provision of the Utah Business Corporation Act, have been received in
my office and are found to conform to law.
Accordingly, by virtue of the authority vested in me by law, I hereby
issued this certificate of incorporation of Chelsea Energy Corporation and
attach hereto a duplicate original of the articles of incorporation.
102251.
[The Great Seal of the State of Utah]
In Testimony Whereof, I have hereunto set my hand and affixed the Great
Seal of the State of Utah, at Salt Lake City, this 14th day of February 1983.
/S/ David S. Monson
- -------------------
Lieutenant Governor
<PAGE>
<PAGE> 9
ARTICLES OF INCORPORATION
OF
CHELSEA ENERGY CORPORATION
We, the undersigned natural persons of the age of twenty-one years or
more, acting as incorporators of a corporation under the Utah Business
Corporation Act, adopt the following Articles of Incorporation for such
corporation.
ARTICLE I
Name
The name of this corporation is Chelsea Energy Corporation.
ARTICLE II
Duration
The duration of this corporation is perpetual.
ARTICLE III
Purpose
The purpose or purposes for which this corporation is organized are:
(a) To engage in any lawful act or activity for which the corporation
may be organized under the general corporation law of Utah.
(b) To establish and maintain a drilling business with authority to won
and operate drilling rigs, machinery tools or apparatus as necessary in the
boring or otherwise sinking of wells for the production of oil, gas or water;
to construct or acquire by lease or otherwise and to maintain and operate
pipelines for the convenience of oil and natural gas, oil storage tanks and
reservoirs and tank care of all kinds, tank steamers and other vessels,
warehouses, storage houses, loading racks and all the other convenient
instrumentalities for the shipping and transportation of crude or refined
petroleum or natural gas and other volitle solid or liquid mineral substances
in any and all forms and to do each and every act necessary for the production
of oil and gas or natural resource properties.
(c)To do each and every thing necessary suitable or proper for the
accomplishment of any of the purposes or the attainment of any one or more of
the subjects herein enumerated or which at any time may appear conducive to or
expedient for the protection or benefit of this corporation and to do said
acts as fully and to the same extent as natural persons might or could do in
any part of the world as principles, agents, partners, trustees or otherwise,
either alone or in conjunction with any other person, association or
corporation.
ARTICLE IV
Stock
The Corporation shall have the authority to issue fifty million
(50,000,000) shares of common stock with a par value of $.001 per share, all
stock of the corporation shall be of the same class common and shall have the
same rights and preferences, fully paid stock of this corporation shall not be
liable to any further call or assessment.
<PAGE> 10
ARTICLE V
Amendment
These Articles of Incorporation may be amended by the affirmative vote
of a majority of the shares entitled to vote on each such amendment.
ARTICLE VI
Shareholder Rights
The authorized and treasury stock of this corporation may be issued at
such time, upon such terms and conditions and for such consideration as the
Board of Directors shall determine. Shareholders shall not have pre-emptive
rights to acquire unissued shares of the stock of this corporation and
cumulative voting is denied.
ARTICLE VII
Capitalization
This corporation will not commence business until at least $1,000.00 has
been received by it as consideration for the issuance of shares.
ARTICLE VIII
Initial Office and Agent
The address of the initial registered office of the corporation is 1120
Canyon Road #1, Ogden, Utah 84404, and the name of the corporation's initial
registered agent at such address is Elliott N. Taylor.
ARTICLE IX
Directors
The number of Directors constituting the initial Board of Directors of
this corporation is three. The names and addresses of persons who are to serve
as directors until the first annual meeting of stockholders, or until their
successors are elected and qualified are:
Douglas P. Morris
36755 Spanish Broom Drive
Palm Dale, California 93550
Elliott N. Taylor
1120 Canyon Road #1
Ogden, Utah 84404
Kirk Ferguson
615 East 3945 South
Murray, Utah 84107
ARTICLE X
Incorporators
The name and address of each incorporator is:
Douglas P. Morris
36755 Spanish Broom Drive
Palm Dale, California 93550
<PAGE>
Elliott N. Taylor
1120 Canyon Road #1
Ogden, Utah 84404
Kirk Ferguson
615 East 3945 South
Murray, Utah 84107
ARTICLE XI
Common Directors - Transactions Between Corporations
No contract or other transaction between this corporation and one or
more of its directors or any other corporation, firm, association or entity in
which one or more of its directors are directors or officers or are
financially interested, shall be either void or voidable because of such
relation 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 this contract or transaction by vote or
consent sufficient for the purpose without counting the votes or consents of
such interested directors; or (b) the fact of such relationship or interest is
disclosed or known to the shareholders 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 t 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
thereof which authorizes, approves or ratifies such contract or transaction.
DATED this 11th day of Feb., 1983
/S/ Douglas P. Morris
-----------------------------------
/S/ Elliott N. Taylor
-----------------------------------
/S/ Kirk Ferguson
-----------------------------------
STATE OF UTAH )
COUNTY OF SALT LAKE)
I hereby certify that on the 11th day of Feb., 1983, Douglas P. Morris,
Elliott N. Taylor, and Kirk Ferguson personally appeared before me who, being
by me first duly sworn, severally declared that they are the incorporators and
that the statements therein contained are true.
DATED this 11th day of February, 1983
My Commission Expires: /S/ [Sic]?
2-18-84 -------------------------------------
NOTARY PUBLIC
<PAGE>
<PAGE> 12
CERTIFICATE OF OWNERSHIP AND MERGER CHELSEA ENERGY CORPORATION A UTAH
CORPORATION INTO CALIFORNIA COLA DISTRIBUTING COMPANY, INC. A DELAWARE
CORPORATION (Pursuant to the General Corporation Law of the State of Delaware)
Certificate of Ownership and Merger dated May 11, 1989, executed by Chelsea
Energy Corporation, a Utah corporation, hereinafter referred to as the "Utah
Corporation," and California Cola Distributing Company, Inc., a Delaware
corporation, hereinafter referred to as the "Delaware Corporation" and/or
"Surviving Corporation".
The Utah Corporation and the Delaware Corporation do hereby certify:
1. The Utah Corporation Organized Pursuant to Utah Law. The Utah Corporation
was organized pursuant to the Corporation Law of the State of Utah on February
14, 1983, which law permits the merger of a Utah corporation with a
corporation organized under the laws of another state.
2. Ownership of the Delaware Corporation Shares. The Utah Corporation owns all
of the issued and outstanding shares of the Delaware Corporation, a
corporation incorporated in April 27, 1989, pursuant to General Corporation
Law of the State of Delaware.
3. Director Approval and Resolutions of the Utah Corporation. On April 27,
1989, the directors of the Utah Corporation duly adopted, by the unanimous
written consent of its members, filed with the minutes of the board, the
following resolutions:
RESOLVED, that the Utah Corporation shall merge, and it does hereby merge
itself into the Delaware Corporation, its wholly owned subsidiary which
assumes all of the obligations of the Utah Corporation. Be it
FURTHER RESOLVED, that the merger shall be effective upon filing a
Certificate of Ownership and Merger with the Secretary of State of Delaware.
Be it
FURTHER RESOLVED, that the terms and conditions of the merger are as set
forth in the Plan and Agreement of Merger attached hereto and by this
reference made a part hereof. Be it
FURTHER RESOLVED, that the proper officers of the Utah Corporation be, and
they hereby are, directed to make and execute a Certificate of Ownership and
Merger setting forth a copy of the resolutions to merge itself into the
Delaware Corporation and to cause the same to be filed with the Secretary of
State of Delaware and a certified copy recorded in the Office of the Recorder
of deeds of New Castle County and to do all acts and things whatsoever,
whether within or without the State of Delaware, which may be necessary or
proper to effect said merger.
4. Shareholder Vote. On May 11, 1989, at a special meeting of shareholders of
the Utah Corporation, held pursuant to twenty (20) day notice to shareholders
of record, at which a quorum was present in person or by proxy, the majority
of the shareholders of the Utah Corporation approved the Plan and Agreement of
Merger.
5. Separate Existence; Surviving Corporation. At the effective time of the
merger, the separate existence of the Utah Corporation shall cease and the
Utah Corporation shall be merged in accordance with the applicable provision
of the Utah Business Corporations Act and the General Corporation Law of
Delaware, into the Delaware Corporation, which shall be the Surviving
Corporation.
<PAGE> 13
6. Governing Law. The laws which are to govern the Surviving Corporation, the
Delaware Corporation, are the laws of the State of Delaware. The Certificate
of Incorporation of the Delaware Corporation shall be the Certificate of
Incorporation of the Surviving Corporation, the Delaware Corporation, until
the same shall be altered or amended in accordance with the laws of the State
of Delaware.
7. Directors and Officers. The directors and officers of the of the Surviving
Corporation and shall be as follows:
Richard D. Salamida President
Claudia Lipp Vice President/Secretary
Theodore Kalil Vice President/CFO/Treasurer
8. Effect of Merger. At the effective time of the merger, the Surviving
Corporation, the Delaware Corporation, shall retain or succeed to, without
other transfer, and shall possess and enjoy all rights, privileges,
immunities, powers, purposes, and franchises and be subject to all the
restrictions, disabilities and duties of each corporation. All property, both
real and personal, tangible, and intangible and all debts due to either
corporation shall be vested in the Surviving Corporation. All debts,
liabilities, and duties of either corporation shall be the responsibility of
and enforceable against the Surviving Corporation as if said debts,
liabilities, and duties had been incurred or contracted by the Surviving
Corporation.
IN WITNESS WHEREOF, this Certificate has been signed by each of the
Corporations which are the parties hereto this 11th day of May, 1989.
CALIFORNIA COLA DISTRIBUTING COMPANY, INC., a Delaware corporation
By /S/ Kirk Ferguson, Vice President
By F. Phil Palmer, Secretary
CHELSEA ENERGY CORPORATION, a Utah corporation
By /S/ Kirk Ferguson, Vice President
By F. Phil Palmer, Secretary
State of Utah)
County of Salt Lake)ss:
On the 11th day of May, 1989, personally appeared before me, a Notary
Public, Kirk Ferguson, the vice president of Chelsea Energy Corporation, a
Utah corporation, and California Cola Distributing Company, Inc., a Delaware
corporation, who duly acknowledged to me that they executed this Agreement
pursuant to a Resolution of the Board of Directors of said corporations and
shareholder approval thereof.
/S/ A.O. Headman, Notary Public
Residing at Salt Lake
My Commission Expires: 3/21/91
<PAGE>
<PAGE> 14
ARTICLES OF MERGER OF CHELSEA ENERGY CORPORATION a Utah Corporation into
CALIFORNIA COLA DISTRIBUTING COMPANY, INC. a Delaware Corporation
Pursuant to the provisions of Section 16-10-72 of the Utah Business
Corporation Act, Chelsea Energy Corporation, a Utah Corporation (hereafter the
"Utah Corporation"), and California Cola Distributing Company, Inc., a
Delaware Corporation, (hereafter "Surviving Corporation" or the "Delaware
Corporation"), adopt the following Articles of Merger for the purpose of
merging the Utah Corporation into the Delaware Corporation.
W I T N E S S E T H:
I
PLAN OF MERGER
Pursuant to these Articles of Merger, it is intended and agreed that the
Utah Corporation will be merged into the Delaware Corporation and the Delaware
Corporation shall be the Surviving Corporation. The name of the Surviving
Corporation shall be California Cola Distributing Company, Inc. The terms,
conditions, and understandings of the merger are set forth in the Plan and
Agreement of Merger between the Delaware Corporation and the Utah Corporation,
dated as of April 27, 1989, a copy of which is attached hereto as Exhibit "A"
and incorporated herein by this reference.
II
ARTICLES OF INCORPORATION AND BYLAWS
On the consummation of the merger, the Articles of Incorporation and Bylaws
of the Surviving Corporation shall be the Articles of Incorporation and Bylaws
of the Delaware Corporation.
III
AUTHORIZED AND OUTSTANDING SHARES OF THE UTAH CORPORATION
The Utah Corporation has 50,000,000 shares of voting Common Stock, par value
$.001, authorized, of which 4,047,000 are issued and outstanding. Each of the
common shares is entitled to one vote.
IV
AUTHORIZED AND OUTSTANDING SHARES OF THE DELAWARE CORPORATION
The Delaware Corporation has 100,000,000 shares of Common Stock, $.001 par
value, authorized, of which 10,000 shares are issued and outstanding. Each
share is entitled to one vote.
V
APPROVAL BY SHAREHOLDERS OF THE UTAH CORPORATION
Of the 4,047,000 issued and outstanding shares of the Utah Corporation
entitled to vote on the Plan and Agreement of Merger, a total of -------- of
such shares were voted in favor of entering into the Plan and Agreement of
Merger, with shares of Common Stock of the Utah Corporation dissenting. Such
shares were voted individually and not as a class.
<PAGE>
<PAGE> 15
VI
APPROVAL BY SHAREHOLDERS OF THE DELAWARE CORPORATION
All 10,000 shares of Common Stock of the Delaware Corporation were voted in
favor of entering into the Plan and Agreement of Merger with no shares of
Common Stock of the Delaware Corporation dissenting. Such shares were voted
individually and not as a class.
VII
UNDERTAKINGS OF THE DELAWARE CORPORATION
A. The Delaware Corporation hereby agrees that it may be served with process
in the State of Utah in any proceeding for the enforcement of any obligation
of the Utah Corporation and in any proceeding for the enforcement of the
rights of any dissenting shareholder of the Utah Corporation against the
Delaware Corporation.
B. The Delaware Corporation hereby irrevocably appoints the Secretary of
State of the State of Utah its agent to accept service of process in any
proceeding referred to in paragraph "A" above.
C. The Delaware Corporation will promptly pay to the dissenting shareholders
of the Utah Corporation, the amount, if any, to which they shall be entitled
under the provisions of the Utah Business Corporation Act with regard to the
rights of dissenting shareholders.
IN WITNESS WHEREOF, the undersigned corporations, acting by their respective
presidents and secretaries, have executed these Articles of Merger on the 11th
day of May, 1989.
Attest: California Cola Distributing
Company, Inc., a Delaware corporation
F. Phil Palmer Secretary By: /S/ Kirk Ferguson, Vice President
Attest: CHELSEA ENERGY CORPORATION, a Utah
corporation
F. Phil Palmer Secretary By: /S/ Kirk Ferguson, Vice President
State of Utah)
County of Salt Lake)ss:
On the 11th day of May, 1989, personally appeared before me, a Notary
Public, Kirk Ferguson, the vice president of Chelsea Energy Corporation, a
Utah corporation, and California Cola Distributing Company, Inc., a Delaware
corporation, who duly acknowledged to me that they executed this Agreement
pursuant to a Resolution of the Board of Directors of said corporations and
shareholder approval thereof.
/S/ A.O. Headman, Notary Public
Residing at Salt Lake
My Commission Expires: 3/21/91
<PAGE>
<PAGE> 16
PLAN AND AGREEMENT OF MERGER BETWEEN CALIFORNIA COLA DISTRIBUTING COMPANY,
INC. (a Delaware corporation) and CHELSEA ENERGY CORPORATION (a Utah
corporation)
This Plan and Agreement of Merger made and entered into this 27th day of
April, 1989, by and between California Cola Distributing Company, Inc., a
Delaware corporation (herein sometimes referred to as the "Delaware
Corporation" or "Surviving Corporation"), and Chelsea Energy Corporation, a
Utah corporation (herein sometimes referred to as the "Utah Corporation"),
said corporations hereinafter sometimes referred to jointly as the
"Constituent Corporations."
W I T N E S S E T H:
WHEREAS, the Delaware Corporation is a corporation organized and existing
under the laws of the State of Delaware, its Certificate of Incorporation was
filed in the office of the Secretary of State of the State of Delaware and
recorded in the office of the recorder of deeds for the County of New Castle
in the said state and the registered office of the Delaware Corporation being
located at Corporation Trust Center, 1209 Orange, in the City of Wilmington,
County of New Castle, and the name of its registered agent in charge thereof
is "The Corporate Trust Company"; and
WHEREAS, the total number of shares of stock which the Delaware Corporation
has authority to issue is 100,000,000 of which 10,000 shares are now issued
and outstanding, all of which are owned by the Utah Corporation; and
WHEREAS, the sole purpose of the merger agreed to herein is to change the
domicile of the Utah Corporation to Delaware; and
WHEREAS, the Utah Corporation is a corporation organized and existing under
the laws of the State of Utah, its Articles of Incorporation having been filed
in the office of the Secretary of State of the State of Utah on the 14th day
of February, 1983, and a Certificate of Incorporation having been issued by
said Secretary of State on that date; and
WHEREAS, the aggregate number of shares which the Utah Corporation has
authority to issue is 50,000,000 of which 4,047,000 shares are presently
issued and outstanding and entitled to vote on the Plan and Agreement of
Merger; and
WHEREAS, the Board of Directors of each of the Constituent Corporations
deems it advisable that the Utah Corporation be merged into the Delaware
Corporation on the terms and conditions hereinafter set forth, in accordance
with the applicable provisions of the statutes of the States of Delaware and
Utah respectively, which permit such merger;
NOW THEREFORE, in consideration of the premises and of the agreements,
covenants and provisions hereinafter contained, the Delaware Corporation and
the Utah Corporation, by their respective Boards of Directors have agreed and
do hereby agree, each with the other as follows:
ARTICLE I
The Utah Corporation and the Delaware Corporation shall be merged into a
single corporation, in accordance with applicable provisions of the laws of
the State of Utah and of the State of Delaware, by the Utah Corporation
merging into the Delaware Corporation, which shall be the Surviving
Corporation. Such merger shall be effective upon the recording of a
Certificate of Ownership and Merger with the Secretary of State of Delaware.
<PAGE> 17
ARTICLE II
Upon the merger becoming effective as provided by the applicable laws of the
State of Utah and of the State of Delaware (the time when the merger shall so
become effective being sometimes herein referred to as the "effective date of
the merger");
1. The two Constituent Corporations shall be a single corporation, which
shall be the Delaware Corporation as the surviving corporation, and the
separate existence of the Utah Corporation shall cease except to the extent
provided by the laws of the State of Utah applicable to a corporation after
its merger into another corporation.
2. The Delaware Corporation shall thereupon and thereafter possess all the
rights, privileges, immunities and franchises, of a public or a private
nature, of each of the Constituent Corporations. All property, real or
personal, and all debts due on whatever account, including subscriptions to
shares, and all other chooses in action, and all and every other interest of,
or belonging to, or due to each of the Constituent Corporations, shall be
taken and deemed to be vested in the Surviving Corporation without further act
or deed; and the title to all real estate, or any interest therein, vested in
either of the Constituent Corporations shall not revert or be in any way
impaired by reason of the merger.
3. The Delaware Corporation shall thenceforth be responsible and liable for
all of the liabilities and obligations of each of the Constituent
Corporations. Any claim existing or action or proceeding pending by or against
either of the Constituent Corporations may be prosecuted to judgment as if the
merger had not taken place, or the Surviving Corporation may be substituted in
its place, and neither the rights of creditors nor any liens upon the property
of either of the Constituent Corporations shall be impaired by the merger.
4. The aggregate amount of the net assets of the Constituent Corporations
which was available for the payment of dividends immediately prior to the
merger, to the extent that the value thereof is not transferred to stated
capital by the issuance of shares or otherwise, shall continue to be available
for the payment of dividends by the Surviving Corporation.
5. The Bylaws of the Delaware Corporation as existing and constituted
immediately prior to the effective date of merger shall be and constitute the
bylaws of the Surviving Corporation.
6. The Board of Directors, and the members thereof, and the officers, of the
Delaware Corporation or Surviving Corporation shall be as follows: Richard D.
Salamida - President; Claudia Lipp - Vice President/Secretary; and Theodore
Kalil - Treasurer/ Director, shall be and constitute the Board of Directors,
and the members thereof, and the officers of the Surviving Corporation.
ARTICLE III
The Certificate of Incorporation of the Delaware Corporation shall not be
amended in any respect, by reason of this Plan and Agreement of Merger, and
said Certificate of Incorporation, as filed in the office of the Secretary of
State of the State of Delaware, shall constitute the Certificate of
Incorporation of the Surviving Corporation, until further amended in the
manner provided by law.
<PAGE> 18
ARTICLE IV
The manner and basis of converting the shares of each of the Constituent
Corporations into shares of the Surviving Corporation is as follows:
1. The 10,000 shares of stock of the Delaware Corporation now owned and held
by the Utah Corporation shall be canceled and no shares of stock of the
Delaware Corporation shall be issued in respect there, and the capital of the
Delaware Corporation shall be deemed to be reduced by the amount of Four
Hundred Twenty Five Dollars ($425) the amount represented by said 10,000
shares of stock.
2. Each share of the Utah Corporation shall be converted into one fully paid
and nonassessable share of capital stock of the Delaware Corporation.
After the effective date of the merger, each owner of an outstanding
certificate or certificates theretofore representing shares of the Utah
Corporation shall be entitled, upon surrendering such certificate or
certificates to the Surviving Corporation, to receive in exchange therefor a
certificate or certificates representing the number of shares of stock of the
Surviving Corporation into which the shares of the Utah Corporation
theretofore represented by the surrendered certificate or certificates shall
have been converted as hereinbefore provided. Until so surrendered, each
outstanding certificate which, prior to the effective date of the merger,
represented shares of the Utah Corporation shall be deemed, for all corporate
purposes, to represent the ownership of the common stock of the Surviving
Corporation on the basis hereinbefore provided.
ARTICLE V
The Utah Corporation shall pay all expenses of carrying this agreement of
merger into effect and accomplishing the merger herein provided for.
ARTICLE VI
If at any time the Surviving Corporation shall consider or be advised that
any further assignment or assurance in law is necessary or desirable to vest
in the Surviving Corporation the title to any property or rights of the Utah
Corporation, the proper officers and directors of the Utah Corporation shall,
and will execute and make all such proper assignments and assurances in law
and do all things necessary or proper to thus vest such property or rights in
the Surviving Corporation, and otherwise to carry out the purposes of this
Plan and Agreement of Merger.
ARTICLE VII
This Plan and Agreement of Merger has been submitted to and approved by the
shareholders of each of the Constituent Corporations, as provided by law, and
shall take effect upon the filing of the Certificate of Ownership and Merger
with the Secretary of State of the State of Delaware. Anything herein or
elsewhere to the contrary notwithstanding, this Plan and Agreement of Merger
may be abandoned by either of the constituent corporations by an appropriate
resolution of its board of directors at any time prior to its approval or
adoption by the shareholders and stockholders thereof, or by the Mutual
consent of the Constituent Corporations evidenced by appropriate resolutions
of their respective boards of directors, at any time prior to the effective
date of the merger.
<PAGE> 19
IN WITNESS WHEREOF, the Delaware Corporation and the Utah Corporation,
pursuant to the approval and authority duly given by resolutions adopted by
their respective boards of directors have caused this Plan of Agreement of
Merger to executed by the President and Attested by the secretary of each
party hereto, and the corporate seal affixed.
CALIFORNIA COLA DISTRIBUTING COMPANY, INC., a Delaware corporation
By /S/ Kirk Ferguson, Vice President
By Phil Palmer, Secretary
CHELSEA ENERGY CORPORATION, a Utah corporation
By /S/ Kirk Ferguson, Vice President
By Phil Palmer, Secretary
State of Utah)
County of Salt Lake)ss:
On the 27th day of April, 1989, personally appeared before me, a Notary
Public, Kirk Ferguson, the vice president of Chelsea Energy Corporation, a
Utah corporation, and California Cola Distributing Company, Inc., a Delaware
corporation, who duly acknowledged to me that they executed this Agreement
pursuant to a Resolution of the Board of Directors of said corporations and
shareholder approval thereof.
/S/ A.O. Headman, Notary Public
Residing at Salt Lake
My Commission Expires: 3/21/91
<PAGE> 1
Exhibit 2
BYLAWS
OF
REXFORD,INC.
ARTICLE 1 - Stockholders
1.1 Place of Meetings. All meetings of stockholders shall be held at such
place within or without the State of Delaware as may be designated from time
to time by the board of directors or the president or, if not so designated,
at the registered office of the corporation.
1.2 Annual Meetings. The annual meeting of stockholders for the election of
directors and for the transaction of such other business as may properly be
brought before the meeting, shall be held on the second Tuesday of the fourth
month after the end of the Corporation's fiscal year or at such other time as
fixed by the board of directors or the president. If this date shall fall upon
a legal holiday, then such meeting shall be held on the next succeeding
business day at the same hour. If no annual meeting is held in accordance with
the foregoing provisions, the board of directors shall cause the meeting to be
held as soon thereafter as convenient or a special meeting may be held in lieu
of the annual meeting, and any action taken at that special meeting shall have
the same effect as if it had been taken at the annual meeting, and in such
case all references in these Bylaws to the annual meeting of the stockholders
shall be deemed to refer to such special meeting.
1.3 Special Meetings. Special meetings of stockholders may be called at any
time by the chairman of the board of directors, by the board of directors or
by the holders of not less than one fourth (1/4) of all the shares entitled to
vote at the meeting. Business transacted at any special meeting of
stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.
1.4 Notice of Meetings. Except as otherwise provided by law, written notice of
each meeting of stockholders, whether annual or special, shall be given not
less than 10 nor more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting. The notices of all meetings
shall state the place, date and hour of the meeting. The notice of a special
meeting shall state, in addition, the purpose or purposes for which the
meeting is called.
1.5 Voting List. The officer who has charge of the stock ledger of the
Corporation shall prepare, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder.
1.6 Quorum. Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, the holders of a majority of the shares of the
capital stock of the Corporation issued and outstanding are entitled to vote
at the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business.
<PAGE>
<PAGE> 2
1.7 Adjournments. Any meeting of stockholders may be adjourned to any other
time and to any other place at which a meeting of stockholders may be held
under these Bylaws by the stockholders present or represented at the meeting
and entitled to vote, although less than a quorum, or, if no stockholder is
present, by any officer entitled to preside at or to act as secretary of such
meeting. If the adjournment is for more than 30 days, or if after the
adjournment, a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote a' the meeting. At the adjourned meeting, the Corporation may transact
any business which might have been transacted at the original meeting.
1.8 Voting and Proxies. Each stockholder shall have one vote for each share of
stock entitled to vote held of record by such stockholder and a proportionate
vote for each fractional share so held, unless otherwise provided in the
Certificate of Incorporation. Each stockholder of record entitled to vote at a
meeting of stockholders, or to express consent or dissent to corporate action
in writing without a meeting, may vote or express such consent or dissent in
person or may authorize another person or persons to vote or act for him by
written proxy executed by the stockholder or his authorized agent and
delivered to the secretary of the Corporation. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as,
it is coupled with an interest sufficient in law to support an irrevocable
power. No proxy shall be voted or acted upon after three years from the date
of its execution, unless the proxy expressly provides for a longer period.
1.9 Action at Meeting. When a quorum is present at any meeting, the holders of
a majority of the stock present or represented and voting on a matter (or if
there are two or more classes of stock entitled to vote as separate classes,
then in the case of each such class, the holders of a majority of the stock of
that class present or represented and voting on a matter) shall decide any
matter to be voted upon by the stockholders at such meeting, except when a
different vote is required by express provision of law, the Certificate of
Incorporation or these Bylaws. Any election by stockholders shall be
determined by a plurality of the votes cast by the stockholders entitled to
vote at the election.
1.10 Action Without Meeting. Any action required or permitted to be taken at
any annual or special meeting of stockholders of the Corporation may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote on such action were present and voted. Prompt notice of the
taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in
writing.
ARTICLE 2 - Directors
2.1 General Powers. The business and affairs of the Corporation shall be
managed by or under the direction of a board of directors, who may exercise
all of the powers of the Corporation except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws. In the event of a vacancy on the
board of directors, the remaining directors, except as otherwise provided by
law, may exercise the powers of the full board of directors until the vacancy
is filled.
<PAGE> 3
2.2 Number; Election and Qualification. The number of directors which shall
constitute the whole board of directors shall be determined by resolution of
the stockholders or the board or directors, but in no event shall be less than
three. The number of directors may be decreased at any time and from time to
time either by the stockholders or by a majority of the directors then in
office, but only to eliminate vacancies existing by reason of the death,
resignation, removal or expiration of the term of one or more directors. The
directors shall be elected at the annual meeting of stockholders by such
stockholders as have the right to vote in such election. Directors need not be
stockholders of the corporation.
2.3. Enlargement of the Board. The number of directors may be increased at any
time and from time to time by the stockholders or by a majority of the
directors then in office.
2.4 Tenure. Each director shall hold office until the next annual meeting and
until such time as his successor is elected and qualified, or until his
earlier death, resignation or removal.
2.5 Vacancies. Unless and until filled by the stockholders, any vacancy in the
board of directors, however occurring, including a vacancy resulting from an
increase in the number of directors, may be filled by vote of a majority of
the directors then in office, although less than a quorum, or by a sole
remaining director. A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office, and a director chosen to fill
a position resulting from an increase in the number of directors shall hold
office until the next annual meeting of stockholders and until his successor
is elected and qualified, or until his earlier death, resignation or removal.
2.6 Resignation. Any director may resign by delivering his written resignation
to the Corporation at its principal office or to the secretary. Such
resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.
2.7 Regular Meetings. Regular meetings of the board of directors may be held
without notice at such time and place, either within or without the State of
Delaware, as shall be determined from time to time by the board of directors,
provided that any director who is absent when such a determination is made
shall be given notice of the determination. A regular meeting of the board of
directors may be held without notice immediately after and at the same place
as the annual meeting of stockholders.
2.8 Special Meetings. Special meetings of the board of directors may be held
at any time and place, within or without the State of Delaware, designated in
a call by the chairman of the Board, president or two or more directors, or by
one director in the event that there is only a single director in office.
2.9 Notice of Special Meetings. Notice of any special meeting of directors
shall be given to each director by the secretary or one of the directors
calling the meeting. Notice shall be duly given to each director (i) by giving
notice to such director in person or by telephone at least 48 hours in advance
of the meeting, (ii) by sending a telegram or telex, or delivering written
notice by hand to his last known business or home address at least 48 hours in
advance of the meeting, or (iii) by mailing written notice to his last known
business or home address at least 72 hours in advance of the meeting. A notice
or waiver of notice of a meeting of the board of directors need not specify
the purpose of the meeting.
<PAGE> 4
2.10 Meetings by Telephone Conference Calls. Directors or any members of any
committee designated by the directors may participate in a meeting of the
board of directors or such committee by means of conference telephone or
similar communications equipment by means of which all persons participating
in the meeting can hear each other, and participation by such means shall
constitute presence in person at such meeting.
2.11 Quorum. A majority of the whole board of directors shall constitute a
quorum at all meetings of the board of directors. In the event one or more of
the directors shall be disqualified to vote at any meting, then the required
quorum shall be reduced by one for each such director so disqualified;
provided, however, that in no case shall less than one-third (l/3) of the
whole board of directors constitute a quorum. In the absence of a quorum at
any such meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice other than announcement at the
meeting, until a quorum shall be present.
2.12 Action at Meeting. At any meeting of the board of directors at which a
quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, the
Certificate of Incorporation or these Bylaws.
2.13 Action by Consent. Any action required or permitted to be taken at any
meeting of board of directors or of any committee of the board of directors
may be taken without a meeting, if all members of the board of directors or
committee, as the case may be, consent to the action in writing, and the
written consents are filed with the minutes of proceedings of the board of
directors or committee.
2.14 Removal. Any one or more or all of the directors may be removed, with or
without cause, by the holders of a majority of the shares then entitled to
vote at an election of directors, except that (i) the directors elected by the
holders of a particular class or series of stock may be removed without cause
only by vote of the holders of a majority of the outstanding shares of such
class or series and (ii) in the case of a corporation having cumulative
voting, if less than the entire board is to be removed, no director may be
removed without cause if the votes cast against his removal would be
sufficient to elect him if then cumulatively voted at an election of the
entire board of directors.
2.15 Committees. The board of directors may, by resolution passed by a
majority of the whole board of directors, designate one or more committees,
each committee to consist of one or more of the directors of the Corporation.
The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member of any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members of the Committee present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors
and subject to the provisions of the General Corporation Law of the State of
Delaware, shall have and may exercise all the powers and authority of the
board of directors in the management of the business and affairs of the
Corporation and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation (except
that a committee may, to the extent authorized in the resolution or
<PAGE> 5
resolutions providing for the issuance of shares of stock adopted by the board
of directors as provided in subsection (a) of Section 151 of the General
Corporation Law of the State of Delaware, fix the designations and any of the
preferences of rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
Corporation or fix the number of shares of any series of stock or authorize
the increase or decrease of the shares of any series), adopting an agreement
of merger or consolidation, recommending to the stockholders the sale, lease
or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the Bylaws of the Corporation; and,
unless the resolution, Bylaws or Certificate of Incorporation expressly so
provides, no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock or to adopt a certificate of
ownership and merger. Each such committee shall keep minutes and make such
reports as the board of directors may from time to time request. Except as the
board of directors may otherwise determine, any committee may make rules for
the conduct of its business, but unless otherwise provided by the directors or
in such rules, its business shall be conducted as nearly as possible in the
same manner as is provided in these Bylaws for the board of directors.
2.16 Compensation of Directors. Directors may be paid such compensation for
their services and such reimbursement for expenses of attendance at meetings
as the board of directors may from time to time determine. No such payment
shall preclude any director from serving the Corporation or any of its parent
or subsidiary corporations in any other capacity and receiving compensation
for such service.
ARTICLE 3 - Officers
3.l General. The officers of the Corporation shall consist of a chairman of
the board, a president, a secretary, a treasurer and such other officers with
such other titles as the board of directors may determine, including a vice
chairman of the board, and one or more vice presidents, assistant treasurers,
and assistant secretaries. The board of directors may appoint such other
officers with such other powers and duties as it may deem appropriate.
3.2 Election. The chairman of the board, president, treasurer and secretary
shall be elected annually by the board of directors at its first meeting
following the annual meeting of stockholders. Other officers may be appointed
by the board of directors at such meeting-or at any other meeting.
3.3 Qualification. No officer need by a stockholder. Any two or more offices
may be held by the same person.
3.4 Tenure. Except as otherwise provided by law, by the Certificate of
Incorporation or by these Bylaws, each officer shall hold office until his
successor is elected and qualified, unless a different term is specified in
the vote choosing or appointing him, or until his earlier death, resignation
or removal.
3.5 Resignation and Removal. Any officer may resign by delivering his written
resignation to the Corporation at its principal office or to the president or
secretary. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some
other event.
<PAGE> 6
Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of directors then in office.
Except as the board of directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer
for any period following his resignation or removal, or any right to damages
on account of such removal, whether his compensation be by the month or by the
year or otherwise, unless such compensation is expressly provided in a duly
authorized written agreement with the corporation.
3.6 Vacancies. The board of directors may fill any vacancy occurring in any
office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of president,
treasurer and secretary. Each such successor shall hold office for the
unexpired term of his predecessor and until his successor is elected and
qualified, or until his earlier death, resignation or removal.
3.7 Chairman of the Board and Vice Chairman of the Board. The chairman of the
board of directors shall be the chief executive officer of the Corporation.
Subject to the direction of the board of directors, the chairman of the board
of directors shall have general charge and supervision of the business of the
Corporation, and shall have full authority to take all lawful actions
necessary to implement corporate and business policy established by the board
of directors. In addition, the chairman of the board of directors shall
perform such duties and possess such other powers as are assigned to him by
the board of directors. Unless otherwise provided by the board of directors,
the chairman of the board of directors shall preside at all meetings of the
stockholders and the board of directors. The board of directors may appoint a
vice chairman of the board of directors who may, in the absence or disability
of the chairman, perform the duties and exercise and powers of the chairman
and perform such other duties and possess such other powers as from time to
time are authorized by the board of directors.
3.8 President. The president shall be the chief operating officer of the
Corporation and shall have charge and supervision of the day to day business
operations of the Corporation, subject to the authority of the chairman of the
board of directors and of the board of directors. Unless the board of
directors or chairman of the board of directors shall otherwise direct, all
executive officers of the Corporation shall report, directly or through their
immediate superior officers, to the president. The president shall perform
such other duties and shall have such other powers as the board of directors
may from time to time prescribe.
3.9 Vice Presidents. The vice president shall perform such duties and shall
have such powers as the board of directors, chairman of the board of directors
or the president may from time to time prescribe. The vice president shall
discharge the duties of the president when the president, for any reason,
cannot discharge the duties of his office. He shall have such other powers and
perform such other duties as shall be prescribed by the directors.
Any assistant vice presidents shall perform such duties and possess such
powers as the board of directors, the chairman of the board of directors, the
president or the vice president may from time to time prescribe.
3.10 Secretary and Assistant Secretaries. The secretary shall perform such
duties and shall have such powers as the board of directors, chairman of the
board of directors or the president may from time to time prescribe. In
addition, the secretary shall perform such duties and have such powers as are
incident to the office of the secretary, including without limitation, the
<PAGE> 7
duty and power to give notices of all meetings of stockholders and special
meetings of the board of directors, to attend all meetings of stockholders and
the board of directors and keep a record of the proceedings, to maintain a
stock ledger and prepare lists of stockholders and their addresses as
required, to be custodian of corporate records and the corporate seal, if any,
and to affix and attest to the same on documents.
Any assistant secretary shall perform such duties and possess such powers as
the board of directors, the chairman of the board of directors, the president
or the secretary may from time to time prescribe. In the event of the absence,
inability or refusal to act of the secretary, the assistant secretary (or if
there be more than one, the assistant secretaries in the order determined by
the board of directors) shall perform the duties and exercise the powers of
the secretary.
In the absence of the secretary or any assistant secretary at any meeting of
stockholders or directors, the person presiding at the meeting shall designate
a temporary secretary to keep a record of the meeting.
3.ll Treasurer and Assistant Treasurers. The treasurer shall perform such
duties and shall have such powers as from time to time be assigned to him by
the board of directors, the chairman of the board of directors or the
president. In addition, the treasurer shall perform such duties and have such
powers as are incident to the office of treasurer, including without
limitation the duty and power to keep and be responsible for all funds and
securities of the Corporation, to deposit funds of the Corporation in
depositories selected in accordance with these Bylaws, to disburse such funds
as ordered by the board of directors, the chairman of the board of directors,
the president or any vice president of the Corporation so authorized to act by
specific authorization of the board of directors or chairman of the Directors,
to make proper accounts of such funds, and to render, as required by the board
of directors, chairman of the board of directors or president, statements of
all such transactions and of the financial condition of the Corporation.
The assistant treasurers shall perform such duties and possess such powers as
the board of directors, the chairman of the board of directors, the president
or the treasurer may from time to time prescribe. In the event of the absence,
inability or refusal to act of the treasurer, the assistant treasurer (or if
there shall be more than one, the assistant treasurers in the order determined
by the board of directors) shall perform the duties and exercise the powers of
the treasurer.
3.12 Salaries. Officers of the Corporation shall be entitled to such salaries,
compensation or reimbursement as shall be fixed or allowed from time to time
by the board of directors.
ARTICLE 4 - Capital Stock
4.1 Issuance of Stock. Unless otherwise voted by the stockholders and subject
to the provisions of the Certificate of Incorporation, the whole or any part
of any unissued balance of the authorized capital stock of the Corporation or
the whole or any part of any unissued balance of the authorized capital stock
of the Corporation held in its treasury may be issued, sold, transferred or
otherwise disposed of by vote of the board of directors in such manner, for
such consideration and on such terms as the board of directors may determine.
<PAGE> 8
4.2 Certificates of Stock. Every holder of stock of the Corporation shall be
entitled to have a certificate, in such form as may be prescribed by law and
by the board of directors, certifying the number and class of shares owned by
him in the Corporation. Each such certificate shall be signed by, or in the
name of the Corporation by the chairman or vice chairman, if any, of the board
of directors, or the president or a vice president, and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
Corporation. Any or all of the signatures on the certificate may be a
facsimile.
Each certificate for shares of stock which are subject to any restriction on
transfer pursuant to the Certificate of Incorporation, the Bylaws, applicable
securities laws or any agreement among any number of shareholders or among
such holders and the Corporation shall have conspicuously noted on the face or
back of the certificate either the full text of the restriction or a statement
of the existence of such restriction.
4.3 Transfers. Except as otherwise established by rules and regulations
adopted by the board of directors, and subject to applicable laws, shares of
stock may be transferred on the books of the Corporation by the surrender to
the Corporation or its transfer agent of the certificate representing such
shares properly endorsed or accompanied by a written assignment or power of
attorney properly executed, and with such proof of authority or the
authenticity of signature as the Corporation or its transfer agent may
reasonable require. Except as may be otherwise required by law, by the
Certificate of Incorporation or by these Bylaws, the Corporation shall be
entitled to treat the record holder of stock as shown on its books as the
owner of such stock for all purposes, including the payment of dividends and
the right to vote with respect to such stock, regardless of any transfer,
pledge or other disposition of such stock until the shares have been
transferred on the books of the Corporation in accordance with the
requirements of these Bylaws.
4.4 Lost. Stolen or Destroyed Certificates. The Corporation may issue a new
certificate of stock in place of any previously issued certificate alleged to
have been lost, stolen or destroyed, upon such terms and conditions as the
board of directors may prescribe, including the presentation of reasonable
evidence of such loss, theft or destruction and the giving such indemnity as
the board of directors may require for the protection of the Corporation or
any transfer agent or registrar.
4.5 Record Date The board of directors may fix in advance a date as a record
date for the determination of the stockholders entitled to notice of or to
vote at any meeting of stockholders or to express consent (or dissent) to
corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action. Such record date shall not be more than 60 days prior to any
other action to which such record date relates.
If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is necessary, shall be the day on which
the first written consent is expressed. The record date for determining
<PAGE> 9
stockholders for any other purpose shall be at the close of business on the
date on which the board of directors adopts the resolution relating to such
purpose.
A determination of stockholders of record entitled to notice of or to vote at
a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.
ARTICLE 5 - Indemnification
The Corporation shall, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as that Section may be
amended and supplemented from time to time, indemnify any director, officer or
trustee which it shall have power to indemnify under that Section against any
expenses, liabilities or other matters referred to in or covered by that
Section. The indemnification provided for in this Article (i) shall not be
deemed exclusive of any other rights to which those indemnified may be
entitled under any bylaw, agreement or vote of stockholders or disinterested
directors or otherwise, both as to action in their official capacities and as
to action in another capacity while holding such office, (ii) shall continue
as to a person who has ceased to be a director, officer or trustee, and (iii)
shall inure to the benefit of the heirs, executors and administrators of such
a person. The Corporation's obligation to provide indemnification under this
Article shall be offset to the extent of any other source of indemnification
or any otherwise applicable insurance coverage under a policy maintained by
the Corporation or any other person.
ARTICLE 6 - General Provisions
6.1 Fiscal Year. The fiscal year of the Corporation shall be determined by the
board of directors.
6.2 Corporate Seal. The corporate seal, if any, shall be in such form as shall
be approved by the board of directors.
6.3 Written Notice of Meetings. Whenever written notice is required to be
given to any person pursuant to law, the Certificate of Incorporation or these
Bylaws, it may be given to such person, either personally or by sending a copy
thereof by first class mail, or by telegram, charges prepaid, to his address
appearing on the books of the Corporation, or to his business or other address
supplied by him to the Corporation for the purpose of notice. If the notice is
sent by first class mail or by telegraph, it shall be deemed to have been
given to the person entitled thereto when deposited in the United States mail
or with a telegraph office for transmission to such person. Such notice shall
specify the place, day and hour of the meeting and, in case of a special
meeting of the shareholders, the general nature of the business to be
transacted.
6.4 Waiver of Notice. Whenever any notice whatsoever is required to be given
by law, by the Certificate of Incorporation or by these Bylaws, a waiver of
such notice either in writing signed by the person entitled to such notice or
such person's duly authorized attorney, or by telegraph, cable or any other
available method, whether before, at or after the time stated in such waiver,
or the appearance of such person or persons at such meeting in person or by
proxy, shall be deemed equivalent to such notice.
<PAGE> 10
6.5 Voting of Securities. Except as the directors may otherwise designate, the
president or treasurer may waive notice of, and act as, or appoint any person
or persons to act as, proxy or attorney-in-fact for this Corporation (with or
without power of substitution) at any meeting of stockholders or shareholders
of any other Corporation or organization, the securities of which may be held
by this Corporation.
6.6 Evidence of Authority. A certificate by the secretary, or an assistant
secretary, or a temporary secretary, as to any action taken by the
stockholders, directors, a committee or any officer of representative of the
Corporation shall as to all persons who rely on the certificate in good faith
be conclusive evidence of such action.
6.7 Certificate of Incorporation. All references in these Bylaws to the
Certificate of Incorporation shall be deemed to refer to the certificate of
Incorporation of the Corporation, as amended and in effect from time to time.
6.8 Transactions with Interested Parties. No contract or transaction between
the -corporation and one or more of the directors or officers, or between the
Corporation and any other corporation, partnership, association or other
organization in which one or more of the directors or officers are directors
or officers, or have a financial interest, shall be void or voidable solely
for this reason, or solely because the director or officer is present at or
participates in the meeting of the board of directors or a committee of the
board of directors which authorizes the contract or transaction or solely
because his or their votes are counted for such purpose, if:
(l) The material facts as to his relationship or interest as to the contract
or transaction are disclosed or are known to the board of directors or the
committee, and the board of directors or committee in good faith authorized
the contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than
a quorum;
(2) The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or
(3) The contract or transaction is fair as to the Corporation as of the time
it is authorized, approved or ratified by the board of directors, a committee
of the board of directors, or the stockholders,
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the board of directors or of a committee which
authorizes the contract or transaction.
6.9 Severability. Any determination that any provision of these Bylaws is for
any reason inapplicable, illegal or ineffective shall not affect or invalidate
any other provision of these Bylaws.
6.10 Pronouns. All pronouns used in these Bylaws shall be deemed to refer to
the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.
<PAGE> 11
ARTICLE 7 - Amendments
7.l By the Board of Directors. These Bylaws may be altered, amended or
repealed or new Bylaws may be adopted by the affirmative vote of a majority of
the directors present at any regular or special meeting of the board of
directors at which a quorum is present.
7.2 By the Stockholders. These Bylaws may be altered, amended or repealed or
new Bylaws may be adopted by the affirmative vote of the holders of a majority
of the shares of the capital stock of the Corporation issued and outstanding
and entitled to vote at any regular meeting of stockholders, or at any special
meeting of stockholders, provided notice of such alternation, amendment,
repeal or adoption of new Bylaws shall have been stated in the notice of such
special meeting.
ADOPTED THIS 1st day of October, 1992.
Attest:/S/ Tom Sollami /S/ Dennis Blomquist
Secretary President
CERTIFICATE OF SECRETARY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned does hereby certify that
the undersigned is the secretary of the aforesaid Corporation, duly organized
and existing under and by virtue of the laws of the State of Delaware; that
the above and foregoing Bylaws of said Corporation were duly and regularly
adopted as such by the board of directors of said Corporation by unanimous
consent.
DATED this 1st day of October, 1992
/S/ Tom Sollami
Secretary
<PAGE>
Exhibit No. 3 - SPECIMEN STOCK CERTIFICATE
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
Certificate No. Number of Shares
--VOID XXXXXXX
REXFORD, INC.
Total Authorized Capital
100,000,000 Shares of Common Stock
Par Value $0.001 Each
This Certifies that ----------SPECIMEN-------------- is the registered holder
of --------------------VOID-------------------- Shares, fully paid and
nonassessable shares of the Common Stock of REXFORD, INC. transferable only on
the books of the Corporation by the holder hereof in person or by Attorney
upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this ----- day of ----------- A.D. 19xx.
/s/---------------------- [Corporate Seal] /s/-------------------------
Secretary President
Countersigned:
Fidelity Transfer Company
1800 South West Temple, Suite 301
Salt Lake City, Utah 84111
(303) 595-3300
By:----------------------
[ARTICLE] 5
<TABLE>
<S> <C> <C>
[PERIOD-TYPE] 6-MOS YEAR
[FISCAL-YEAR-END] SEP-30-1998 SEP-30-1997
[PERIOD-END] MAR-31-1998 SEP-30-1997
[CASH] 106 540
[SECURITIES] 0 0
[RECEIVABLES] 0 0
[ALLOWANCES] 0 0
[INVENTORY] 0 0
[CURRENT-ASSETS] 106 540
[PP&E] 0 0
[DEPRECIATION] 0 0
[TOTAL-ASSETS] 106 540
[CURRENT-LIABILITIES] 20,548 590
[BONDS] 0 0
[PREFERRED-MANDATORY] 0 0
[PREFERRED] 0 0
[COMMON] 152,357 152,357
[OTHER-SE] (172,799) (152,407)
[TOTAL-LIABILITY-AND-EQUITY] 106 540
[SALES] 0 0
[TOTAL-REVENUES] 0 0
[CGS] 0 0
[TOTAL-COSTS] 20,392 42,795
[OTHER-EXPENSES] 0 0
[LOSS-PROVISION] 0 0
[INTEREST-EXPENSE] 0 0
[INCOME-PRETAX] 0 0
[INCOME-TAX] 0 0
[INCOME-CONTINUING] 0 0
[DISCONTINUED] 0 0
[EXTRAORDINARY] 0 0
[CHANGES] 0 0
[NET-INCOME] (20,392) (42,795)
[EPS-PRIMARY] (0.00) (0.00)
[EPS-DILUTED] (0.00) (0.00)
</TABLE>
