<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
March 31, 1999
-------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
------------- --------------
Commission file number 000-24803
SUNDERLAND CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 52-2102142
- --------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2901 El Camino Avenue, Las Vegas, Nevada 89102
----------------------------------------------------
(Address of principal executive offices (zip code))
702/227-0965
---------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the last 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
------- --------
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at March 31, 1999
- -------------------------------- ------------------------------
Common Stock, par value $0.0001 5,000,000
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
SUNDERLAND ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Balance Sheet
March 31, 1999
(Unaudited)
<TABLE>
<S> <C>
Cash $ 380
------
TOTAL ASSETS $ 380
------
------
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES $
------
STOCKHOLDERS' EQUITY
Preferred Stock, $.0001 par value, 20 million shares
authorized, zero issued and outstanding Common
Stock, $.0001 par value, 100 million shares
authorized 5,000,000 issued and outstanding 500
Capital in excess of par 75
Accumulated deficit during developmental stage (195)
------
Total Stockholders' Equity 380
------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 380
------
------
</TABLE>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. ORGANIZATION AND BUSINESS OPERATIONS
Sunderland Acquisition Corporation (a development stage company)
(the "Company") was incorporated in Delaware on June 2, 1998 to
serve as a vehicle to effect a merger, exchange of capital stock,
asset acquisition or other business combination with a domestic
or foreign private business. As of March 31, 1999 the Company had
not yet commenced any formal business operations, and all activity
to date relates to the Company's formation and proposed fund raising.
The Company's fiscal year end is December 31.
The Company's ability to commence operations is contingent upon its
ability to indentify a prospective target business and raise the
capital it will require through the issuance of equity securities,
debt securities, bank borrowings or a combination thereof.
The unaudited financial statements and notes are presented as
permitted by Form 10-QSB. Accordingly, certain information and
footnote disclosures normally included to financial statements
prepared in accordance with generally accepted accounting
principles may be have been omitted.
B. 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
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
NOTE 2 - STOCKHOLDERS' EQUITY
A. PREFERRED STOCK
The Company is authorized to issue 20,000,000 shares of preferred
stock at $.0001 par value, with such designations, voting and other
rights and preferences as may be determined from time to time by the
Board of Directors.
B. COMMON STOCK
The Company is authorized to issue 100,000,000 shares of common stock
at $.0001 par value. The Company issued 4,250,000 and 750,000 shares
to Pierce Mill Associates, Inc. and Cassidy & Associates,
respectively.
NOTE 3 - RELATED PARTIES
Legal counsel to the Company is a firm owned by a director of the
Company who also owns 100% of the outstanding stock of Pierce Mill
Associates, Inc. The same party is also the controlling owner of
Cassidy & Associates.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company has registered its common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange Act of 1934
(the "Exchange Act") and Rule 12(g) thereof. The Company files with the
Securities and Exchange Commission periodic and episodic reports under Rule
13(a) of the Exchange Act, including quarterly reports on Form 10-QSB and annual
reports Form 10-KSB. As a reporting company under the Exchange Act, the Company
may register additional securities on Form S-8 (provided that it is then in
compliance with the reporting requirements of the Exchange Act) Form S-1, S-4 or
on Form S-3 (provided that is has during the prior 12 month period timely filed
all reports required under the Exchange Act), and its class of common stock
registered under the Exchange Act may be traded in the United States securities
markets provided that the Company is then in compliance with applicable laws,
rules and regulations, including compliance with its reporting requirements
under the Exchange Act.
The Company was formed to engage in a merger with or acquisition of an
unidentified foreign or domestic private company which desires to become a
reporting ("public") company whose securities are qualified for trading in the
United States secondary market. The Company meets the definition of a "blank
check" company contained in Section (7)(b)(3) of the Securities Act of 1933, as
amended.
Management believes that there are perceived benefits to being a
reporting company with a class of publicly-traded securities which may be
attractive to foreign and domestic private companies.
These benefits are commonly thought to include (1) the ability to use
registered securities to make acquisition of assets or businesses; (2) increased
visibility in the financial community; (3) the facilitation of borrowing from
financial institutions; (4) improved trading efficiency; (5) shareholder
liquidity; (6) greater ease in subsequently raising capital; (7) compensation of
key employees through options for stock for which there is a public market; (8)
enhanced corporate image; and, (9) a presence in the United States capital
market.
A private company which may be interested in a business combination
with the Company may include (1) a company for which a primary purpose of
becoming public is the use of its securities for the acquisition of assets or
businesses; (2) a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of securities on terms acceptable
to it; (3) a company which wishes to become public with less dilution of its
common stock than would occur normally upon an underwriting; (4) a company which
believes that it will be able obtain investment capital on more favorable terms
after it has become public; (5) a foreign company which may wish an initial
entry into the United States securities market; (6) a special situation company,
such as a company seeking a public market to satisfy redemption requirements
under a qualified Employee Stock Option Plan; and, (7) a company seeking one or
more of the other benefits believed to attach to a public company.
Management is actively engaged in seeking a qualified private company
as a candidate for a business combination. The Company is authorized to enter
into a definitive agreement with a wide variety of private businesses without
limitation as to their industry or revenues. It is not possible at this time to
predict with which private company, if any, the Company will enter into a
definitive agreement or what will be the industry, operating history, revenues,
future prospects or other characteristics of that company.
As of the period ended March 31, 1999, management has not made any
final decision concerning or entered into any agreements for a business
combination. When any such agreement is reached or other material fact occurs,
the Company will file notice of such agreement or fact with the Securities and
Exchange Commission on Form 8-K. Persons reading this Form 10-QSB are advised
to see if the Company has subsequently filed a Form 8-K. (See, "Recent
Developments," below.)
The current shareholders of the Company have agreed not to sell or
otherwise transfer any of their common stock of the Company except in connection
with a business combination.
2
<PAGE>
The Company does not intend to trade its securities in the secondary
market until completion of a business combination. It is anticipated that
immediately following such occurrence the Company will cause its common stock to
be listed or admitted to quotation on the NASD OTC Bulletin Board or, if it then
meets the financial and other requirements thereof, on the Nasdaq SmallCap
Market, National Market System or regional or national exchange.
SUBSEQUENT EVENTS
On May 4, 1999 the Company filed a current report on Form 8-K (the
"FORM 8-K"), dated April 27, 1999, reflecting a change in control in the
Company that occurred as a result of concurrent transactions in which
Sunderland acquired all of the outstanding capital stock of Capsource, Inc.,
a Nevada corporation ("CAPSOURCE") (which is a licensed Nevada mortgage
company),and consummated the related acquisitions of certain assets of Del
Mar Mortgage, Inc.,a Nevada corporation, ("DEL MAR MORTGAGE")and Del Mar
Holdings, Inc., a Nevada corporation ("DEL MAR HOLDINGS"), in exchange for an
aggregate of 2,946,762 newly issued shares of common stock of Sunderland
(collectively, the "TRANSACTIONS"). In connection with the Transactions,
4,250,000 shares of the 5,000,000 shares of common stock of Sunderland held
by Sunderland's previous 100% owners, Mr. James M. Cassidy, his wholly owned
affiliate, Pierce Mill Associates, and Cassidy & Associates, a law firm in
which Mr. Cassidy is a principal, have been retired. As of the effective
date of the Transactions, the officer and director of Sunderland Acquisition
Corporation resigned and certain other persons became the officers and
directors of the Company, as described the Form 8-K. Subsequent to the
Transactions, the Company changed its name (the "Name Change") to "Sunderland
Corporation", and effected a 5 for 3 stock split (the "STOCK SPLIT") of its
issued and outstanding common stock. The Form 8-K is attached as an exhibit
to this Form 10-QSB, and is incorporated by reference herein.
The Company intends to continue the loan origination segment of the
various business operations formerly conducted by Del Mar Mortgage. The company
plans to operate its loan origination business through its wholly owned
operating subsidiary, Capsource. Certain assets of Del Mar Mortgage, as well as
the business operations resulting from such assets, will remain as assets and
business operations of Del Mar Mortgage, including: (i) all direct loans and
lending activities by Del Mar Mortgage; (ii)all capital or other assets which
secured any debt obligations of Del Mar Mortgage; and (iii) any and all rights
and obligations to make any collections upon, or take any actions with respect
to any loans of Del Mar Mortgage and/or of third-parties. Following the
Transactions the Company will own all the rights to the name "Del Mar Mortgage."
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company is
unaware of such proceedings contemplated against it.
ITEM 2. CHANGES IN SECURITIES
As more fully discussed in the Form 8-K, Sunderland concurrently
consummated the following related Transactions: (i) the acquisition of all
of the outstanding capital stock of Capsource for 12,000 shares of common stock
of Sunderland; (ii) the acquisition of certain assets of Del Mar Mortgage for
60,000 shares of common stock of Sunderland to be distributed to its sole
shareholder, Michael V. Shustek; and (iii) the acquisition of certain assets
of Del Mar Holdings for 2,874,762 shares of common stock of Sunderland to be
distributed to its respective shareholders. In connection with the
Transactions, 4,250,000 shares of the 5,000,000 shares of common stock of
Sunderland held by Sunderland's previous 100% owners, Mr. James M. Cassidy,
his wholly owned affiliate, Pierce Mill Associates, and Cassidy & Associates,
a law firm in which Mr. Cassidy is a principal, have been retired. As of the
effective date of the Transactions, the officer and director of Sunderland
resigned and certain other persons became the officers and directors of the
Company, as described the Form 8-K. Subsequent to the Transactions,
effective as of the date of consummation of the Transactions, the Company
changed its name to "Sunderland Corporation", and effected a 5 for 3 stock
split of its issued and outstanding common stock. The Transactions are more
fully set forth in the agreements that were attached and filed as exhibits to
the Form 8-K (collectively, the "TRANSACTION DOCUMENTS").
3
<PAGE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Board of Directors of the Company submitted the Transactions,
the Name Change and the Stock Split to a vote of its shareholders. The
shareholders have approved the Transactions, the Name Change and the Stock
Split. The Transaction Documents have been previously filed by the Company
as Exhibits to the Form 8-K, and the amendment to the Company's Articles of
Incorporation to reflect the Name Change and the Stock Split is attached as
an exhibit to this Form 10-QSB.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 ---Certificate of Amendment of Certificate of Incorporation.
4.1 ---Current Report on Form 8-K filed by the Company on May 5,
1999, and incorporated herein by reference.
(b) Reports on Form 8-K
There were no reports of Form 8-K filed by the Company during the quarter ended
March 31, 1999.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SUNDERLAND CORPORATION
By: /s/ Stephen J. Byrne
------------------------------
STEPHEN J. BYRNE, President
Dated: May 12, 1999
5
<PAGE>
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
OF
SUNDERLAND ACQUISITION CORPORATION
It is hereby certified that:
1. The name of the corporation (hereinafter called the "CORPORATION") is:
Sunderland Acquisition Corporation.
2. The Certificate of Incorporation of the Corporation is hereby amended
by striking out ARTICLE ONE thereof and by substituting in lieu of said Article
the following new Article:
"ARTICLE ONE
NAME
The name of the Corporation is: SUNDERLAND CORPORATION."
3. The Certificate of Incorporation of the Corporation is hereby further
amended by adding a new second paragraph to ARTICLE FOUR thereof as follows:
"Pursuant to Sections 141 and 242 of the Delaware Revised
Statutes, the Board has adopted a resolution, dated as of April 27,
1999, whereby it has approved a 5 for 3 stock split (the "STOCK
SPLIT"). There are currently no issued and outstanding shares of
preferred stock of the Corporation. The number of issued and
outstanding shares of preferred stock of the Corporation after the
Stock Split will be zero. The number of issued and outstanding shares
of common stock of the Corporation immediately prior to the Stock
Split is 3,696,762 shares having a par value of $.0001 per share. The
number of issued and outstanding shares of common stock of the
Corporation immediately after the Stock Split, and giving effect to
same, will be 6,161,170 shares of common stock having a par value of
$.0001 per share.
4. To the extent that the Stock Split requires the approval of the
stockholders of the Corporation, such approval has been obtained.
5. This Amendment and the Stock Split shall be effective upon the filing
of this Certificate of Amendment.
<PAGE>
6. The amendments of the Certificate of Incorporation herein certified
have been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
Signed on May 12, 1999.
/s/ Stephen J. Byrne
-------------------------------
STEPHEN J. BYRNE, President
STATE OF NEVADA )
ss:
COUNTY OF CLARK )
This instrument was acknowledged before me on May 12, 1999, by STEPHEN J.
BYRNE as President of Sunderland Corporation.
-------------------------------
(Seal, if any) Notary Public
My Commission Expires
------------
CERTIFICATE OF INCORPORATION
OF
SUNDERLAND ACQUISITION CORPORATION
ARTICLE ONE
Name
The name of the Corporation is Sunderland Corporation.
ARTICLE TWO
Duration
The Corporation shall have perpetual existence.
ARTICLE THREE
<PAGE>
Purpose
The purpose for which this Corporation is organized is to
engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
ARTICLE FOUR
Shares
The total number of shares of stock which the Corporation shall
have authority to issue is 120,000,000 shares, consisting of
100,000,000 shares of Common Stock having a par value of $.0001 per
share and 20,000,000 shares of Preferred Stock having a par value of
$.0001 per share.
The Board of Directors is authorized to provide for the
issuance of the shares of Preferred Stock in series and, by filing a
certificate pursuant to the applicable law of the State of Delaware,
to establish from time to time the number of shares to be included
in each such series, and to fix the designation, powers, preferences
and rights of the shares of each such series and the qualifications,
limitations or restrictions thereof.
The authority of the Board of Directors with respect to each
series of Preferred Stock shall include, but not be limited to,
determination of the following:
A. The number of shares constituting that series and the
distinctive designation of that series;
B. The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates,
and the relative rights of priority, if any, of payment of dividends
on share of that series;
C. Whether that series shall have voting rights, in addition
to the voting rights provided by law, and, if so, the terms of such
voting rights;
D. Whether that series shall have conversion privileges, and,
if so, the terms and conditions of such conversion, including
provision for adjustment of the conversion rate in such events as
the Board of Directors shall determine;
E. Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such redemption,
including the date or dates upon or after which they shall be
redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different
redemption dates;
F. Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the
<PAGE>
terms and amount of such sinking fund;
G. The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of
the Corporation, and the relative rights of priority, if any, of
payment of shares of that series; and
H. Any other relative rights, preferences and limitations of
that series.
ARTICLE FIVE
Commencement of Business
The Corporation is authorized to commence business as soon as
its certificate of incorporation has been filed.
ARTICLE SIX
Principal Office and Registered Agent
The post office address of the initial registered office of the
Corporation and the name of its initial registered agent and its
business address is
The Prentice-Hall Corporation System, Inc.
1013 Centre Road
Wilmington, Delaware 19805 (County of New Castle)
The initial registered agent is a resident of the State of
Delaware.
ARTICLE SEVEN
Incorporator
Lee W. Cassidy, 1504 R Street, N.W., Washington, D.C. 20009.
ARTICLE EIGHT
Pre-Emptive Rights
No Shareholder or other person shall have any pre-emptive
rights whatsoever.
ARTICLE NINE
By-Laws
The initial by-laws shall be adopted by the Shareholders or the
Board of Directors. The power to alter, amend, or repeal the
<PAGE>
by-laws or adopt new by-laws is vested in the Board of Directors,
subject to repeal or change by action of the Shareholders.
ARTICLE TEN
Number of Votes
Each share of Common Stock has one vote on each matter on which
the share is entitled to vote.
ARTICLE ELEVEN
Majority Votes
A majority vote of a quorum of Shareholders (consisting of the
holders of a majority of the shares entitled to vote, represented in
person or by proxy) is sufficient for any action which requires the
vote or concurrence of Shareholders, unless otherwise required or
permitted by law or the by-laws of the Corporation.
ARTICLE TWELVE
Non-Cumulative Voting
Directors shall be elected by majority vote. Cumulative voting
shall not be permitted.
ARTICLE THIRTEEN
Interested Directors, Officers and Securityholders
A. Validity. If Paragraph (B) is satisfied, no contract or
other transaction between the Corporation and any of its directors,
officers or securityholders, or any corporation or firm in which any
of them are directly or indirectly interested, shall be invalid
solely because of this relationship or because of the presence of
the director, officer or securityholder at the meeting of the Board
of Directors or committee authorizing the contract or transaction,
or his participation or vote in the meeting or authorization.
B. Disclosure, Approval, Fairness. Paragraph (A) shall apply
only if:
(1) The material facts of the relationship or interest of each
such director, officer or securityholder are known or disclosed:
(a) to the Board of Directors or the committee and it
nevertheless authorizes or ratifies the contract or transaction by a
majority of the directors present, each such interested director to
be counted in determining whether a quorum is present but not in
calculating the majority necessary to carry the vote; or
(b) to the Shareholders and they nevertheless authorize or
<PAGE>
ratify the contract or transaction by a majority of the shares
present, each such interested person to be counted for quorum and
voting purposes; or
(2) the contract or transaction is fair to the Corporation as
of the time it is authorized or ratified by the Board of Directors,
the committee or the Shareholders.
ARTICLE FOURTEEN
Indemnification and Insurance
A. Persons. The Corporation shall indemnify, to the extent
provided in Paragraphs (B), (D) or (F) and to the extent permitted
from time to time by law:
(1) any person who is or was director, officer, agent or
employee of the Corporation, and
(2) any person who serves or served at the Corporation's
request as a director, officer, agent, employee, partner or trustee
of another corporation or of a partnership, joint venture, trust or
other enterprise.
B. Extent--Derivative Suits. In case of a suit by or in the
right of the Corporation against a person named in Paragraph (A) by
reason of his holding a position named in Paragraph (A), the
Corporation shall indemnify him, if he satisfies the standard in
Paragraph (C), for expenses (including attorney's fees but excluding
amounts paid in settlement) actually and reasonably incurred by him
in connection with the defense or settlement of the suit.
C. Standard--Derivative Suits. In case of a suit by or in the
right of the Corporation, a person named in Paragraph (A) shall be
indemnified only if:
(1) he is successful on the merits or otherwise, or
(2) he acted in good faith in the transaction which is the
subject of the suit, and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Corporation.
However, he shall not be indemnified in respect of any claim, issue
or matter as to which he has been adjudged 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 the suit was
brought shall determine, upon application, that despite the
adjudication but in view of all the circumstances, he is fairly and
reasonably entitled to indemnity for such expenses as the court
shall deem proper.
D. Extent--Nonderivative Suits. In case of a suit, action or
proceeding (whether civil, criminal, administrative or
investigative), other than a suit by or in the right of the
Corporation against a person named in Paragraph (A) by reason of his
holding a position named in Paragraph (A), the Corporation shall
<PAGE>
indemnify him, if he satisfies the standard in Paragraph (E), for
amounts actually and reasonably incurred by him in connection with
the defense or settlement of the suit as
(1) expenses (including attorneys' fees),
(2) amounts paid in settlement
(3) judgments, and
(4) fines.
E. Standard--Nonderivative Suits. In case of a nonderivative
suit, a person named in Paragraph (A) shall be indemnified only if:
(1) he is successful on the merits or otherwise, or
(2) he acted in good faith in the transaction which is the
subject of the nonderivative suit, 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,
he had no reason to believe his conduct was unlawful. The
termination of a nonderivative suit by judgement, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person failed to
satisfy this Paragraph (E) (2).
F. Determination That Standard Has Been Met. A determination
that the standard of Paragraph (C) or (E) has been satisfied may be
made by a court of law or equity or the determination may be made by:
(1) a majority of the directors of the Corporation (whether or
not a quorum) who were not parties to the action, suit or
proceeding, or
(2) independent legal counsel (appointed by a majority of the
directors of the Corporation, whether or not a quorum, or elected by
the Shareholders of the Corporation) in a written opinion, or
(3) the Shareholders of the Corporation.
G. Proration. Anyone making a determination under Paragraph
(F) may determine that a person has met the standard as to some
matters but not as to others, and may reasonably prorate amounts to
be indemnified.
H. Advance Payment. The Corporation may pay in advance any
expenses (including attorney's fees) which may become subject to
indemnification under paragraphs (A) - (G) if:
(1) the Board of Directors authorizes the specific payment and
(2) the person receiving the payment undertakes in writing to
repay unless it is ultimately determined that he is entitled to
indemnification by the Corporation under Paragraphs (A) - (G).
I. Nonexclusive. The indemnification provided by Paragraphs
(A) - (G) shall not be exclusive of any other rights to which a
person may be entitled by law or by by-law, agreement, vote of
<PAGE>
Shareholders or disinterested directors, or otherwise.
J. Continuation. The indemnification and advance payment
provided by Paragraphs (A) - (H) shall continue as to a person who
has ceased to hold a position named in paragraph (A) and shall inure
to his heirs, executors and administrators.
K. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who holds or who has held any
position named in Paragraph (A) against any liability incurred by
him in any such positions or arising out of this status as such,
whether or not the Corporation would have power to indemnify him
against such liability under Paragraphs (A) - (H).
L. Reports. Indemnification payments, advance payments, and
insurance purchases and payments made under Paragraphs (A) - (K)
shall be reported in writing to the Shareholders of the Corporation
with the next notice of annual meeting, or within six months,
whichever is sooner.
M. Amendment of Article. Any changes in the General
Corporation Law of Delaware increasing, decreasing, amending,
changing or otherwise effecting the indemnification of directors,
officers, agents, or employees of the Corporation shall be
incorporated by reference in this Article as of the date of such
changes without further action by the Corporation, its Board of
Directors, of Shareholders, it being the intention of this Article
that directors, officers, agents and employees of the Corporation
shall be indemnified to the maximum degree allowed by the General
Corporation Law of the State of Delaware at all times.
ARTICLE FIFTEEN
Limitation On Director Liability
A. Scope of Limitation. No person, by virtue of being or
having been a director of the Corporation, shall have any personal
liability for monetary damages to the Corporation or any of its
Shareholders for any breach of fiduciary duty except as to the
extent provided in Paragraph (B).
B. Extent of Limitation. The limitation provided for in this
Article shall not eliminate or limit the liability of a director to
the Corporation or its Shareholders (i) for any breach of the
director's duty of loyalty to the Corporation or its Shareholders
(ii) for any acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law (iii) for any
unlawful payment of dividends or unlawful stock purchases or
redemptions in violation of Section 174 of the General Corporation
Law of Delaware or (iv) for any transaction for which the director
derived an improper personal benefit.
IN WITNESS WHEREOF, the incorporator hereunto has executed this
certificate of incorporation on this 1st day of June, 1998.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 380
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 380
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 380
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 5,000,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 380
<SALES> 0
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<CGS> 0
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<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
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</TABLE>
