U. S. Securities and Exchange Commission
Washington, D.C. 20549
Second Amentment To
Form 10SB-12(g)
General Form For Registration Of Securities Of
Small Business Issuers
Under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
Unique Bagel Co., Inc.
(Name of Small Business Issuer in its charter)
Delaware Applied For
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
127 Bunga Ext., Ayala Alabang Village, Muntinlupa City
Metro Manila, Philippines 1780
(Address and ZIP code of Principal Office)
(632) 842-2675
(Issuer's Telephone Number, Including Area Code)
Securities to be registered under Section 12(b) of the Act:
Title of each class to be so registered: None
Name of each exchange on which each class is to be registered: None
Securities to be registered under Section 12(g) of the Act:
Common Stock
(Title of class)
ITEM 1 DESCRIPTION OF BUSINESS
GENERAL
Unique Bagel Co., Inc. (the "Company" or the "Issuer") was incorporated under
the laws of the State of Delaware on August 11, 1998. The articles of
incorporation of the Company authorized the issuance of fifty million
(50,000,000) shares of Common Stock at a par value of $0.0001 per share. Also
on August 11, 1998 the Company acquired a nineteen percent (19%) interest in
New York Bagel Company, Inc. (hereinafter NYBC) in exchange for 5,000,000
shares of common stock in the Issuer. The 19% interest in NYBC was acquired
from Dennis Greenfield, the President and sole shareholder of NYBC. Mr.
Greenfield is also the President and majority shareholder of the Issuer. On
August 19, 1998 a Form D was filed with the Securities and Exchange Commission
and, thereafter, 500,000 shares of common stock were sold at a price of one
cent each pursuant to a Rule 504 exemption. This offering raised a total of
$5,000. Of this sum, $2,994 had been expended and $2,006 remained in a cash
account as of March 31, 2000. All sums expended went to pay legal, accounting
and transfer agent fees.
On March 31, 1999 the Company authorized a two (2) for one (1) forward stock
split, resulting in a total of 11,000,000 common shares then issued and
outstanding. On March 17, 2000 the Company authorized a second two (2) for one
(1) forward stock split, increasing the total number of issued and outstanding
shares to 22,000,000. Immediately thereafter, also on March 17, 2000, Dennis
Greenfield, the President of the Company and the holder of 20,000,000 shares,
returned 15,000,000 of his shares to the treasury for cancellation.
Consequently, Mr. Greenfield now holds the same number of shares in the
Company that he received originally in exchange for his 19% interest in NYBC:
5,000,000 shares. As a result of the split and subsequent cancellation there
are, as of the date hereof, seven million (7,000,000) shares issued and
outstanding.
The Company currently owns a nineteen percent (19%) interest in New York Bagel
Company, Inc. (hereinafter NYBC), a Philippine corporation producing and
selling health oriented breads and bagels. The 19% interest in NYBC, as well as
a three year option to acquire the remaining eighty-one percent (81%) of NYBC,
were acquired from Dennis Greenfield, the President and sole shareholder of
NYBC, in exchange for 5,000,000 shares of common stock in the Issuer. Mr.
Greenfield is also the President and majority shareholder of the Issuer, and,
at the time of this exchange, he was the sole shareholder of the Issuer.
Because Mr. Greenfield was the sole shareholder of both corporations this
exchange was not made on an arms length basis. The 5,000,000 shares issued by
the Company to Mr. Greenfield was the only consideration given for the 19%
interest in NYBC and the option to acquire the remaining 81% of NYBC. The
option to acquire the remainder of NYBC will expire at 5:00 p.m. (Manila time)
on August 10, 2001 unless exercised prior to that time. Exercise of the option
would require approval by a majority of the disinterested directors of the
Issuer. The Issuer currently has (and has had since inception) only one
disinterested director, and that director is also an employee of NYBC.
Exercise of the option would also require and the issuance to Mr. Greenfield of
an additional twenty million (20,000,000) shares of common stock in the Issuer.
This would bring Mr. Greenfields total holding in the Company to 25,000,000
shares of common stock.
Business Description
The Issuer has no direct operations other than to oversee the business of
NYBC. Therefore this business description will concentrate on the activities
of NYBC, the Philippine corporation which is the Issuer's only asset.
Over the past three years NYBC has developed, produced, and marketed a line of
traditional, New York style bagels as well as a line of bagels and other bread
products which are formulated for people who are very health conscious and/or
who have restrictive diets as a result of health problems. At the present
time, approximately 75% of NYBC's business is generated from the health
conscious market and the business is growing.
In a typical bagel shop customers find a long list of flavored bagels, all
made from white flour, as well as a plain whole wheat bagel and, in some
cases, a five grain bagel. But most shops do not offer flavored whole wheat
bagels or flavored five grain bagels. Some people are wheat intolerant or are
diabetics and therefore cannot eat wheat flour because it creates problems
with their blood sugar, but they can eat other flour products, such as rice
flour, soy flour, amarynth flour and a host of other grains. Yet these flours
are not found in the vast majority of bakeries, and management is not aware of
any competing bagel shops which offer such products. NYBC does use these
alternate flours in the production of its baked products, and thus appeals to
those concumers who are wheat intolerant.
In addition to bagels, NYBC makes other baked items, such as pita bread and
loaf breads, all made with the same types of healthy flours. NYBC also
produces a wide array of fat free muffins, granola bars, various spreads,
pickles, etc. All of these items are designed to fit a niche market of
specialty foods, slightly more expensive than the ordinary run of the mill,
but quality is a prime concern. All ingredients are organic in origin as much
as possible and healthy to consume. To this is of course added a complete line
of regular white flour bagels and Philly Cream Cheese spreads.
With the exception of rice flour, all of the flours used by NYBC are imported
into the Philippines and are readily available from a large number of
competing importer/wholesalers. Rice flour is available from mills throughout
the Philippines. Thus the Company is not dependent on any single supplier for
any of its raw material. Wheat, whole wheat and seven grain flours are
imported from the United States and Canada. Rye, pumpernickel and other
specialized flours are imported chiefly from Germany. Amarynth and soy flours
are imported from several countries.
NYBC's production process for the bagel is highly traditional. Many bagel
shops are employing new steam ovens for their bagel making process. In this
the bagel is steamed while baking rather than being boiled for several minutes
prior to baking. Also, most outlets using these ovens use a pre-mix, which of
course is loaded with preservatives, extenders and the like. In traditional
bagel baking there are three processes to complete the bagel and preservatives
are never used. Following the traditional process, NYBC's bakers first
prepare the dough and let it rise, then broil it to toughen the outside and
accelerate the yeast action, then boil it for a few minutes before the final
baking.
Management is preparing to expand the company to reach a wider market in the
Philippines and to introduce the products in other cities in Asia and
ultimately in the US. Plans include patenting the recipes for the specialty
wheats and then establishing a franchise operation throughout Asia.
Management anticipates that franchises will be fully integrated operations
with baking, wholesale sales, and retail sales all under one roof.
The profit margin on sales is also about 40% of the selling price. Sales are
generated through home deliveries (this covers about 35% of sales), through
outlet stores (about 30% of sales), and through direct sales (about 35% of
sales).
The current product line includes 32 flavors of bagels and 6 different kinds
of bagel bases; 18 flavors of muffins, all whole wheat; Bagel chips; Pita
bread chips; Pita Bread, in 6 different flours; an array of pickles, smears,
tofu dips, middle eastern dips, etc.
Manufacturing Facilities
NYBC currently produces its baked products in a commercial bakery and retail
location of approximately 1500 square feet. NYBC has a second retail location
of approximately 880 square feet. These facilities are rented on a month to
month basis. In addition, the Issuer utilizes a space of approximately 50
square feet which is provided gratis by the President of the Company.
Employees
NYBC employs a total of twenty-eight (28) persons, all of whom are full time
employees. The Issuer has no employees.
Sales
NYBC has monthly sales of approximately $30,000. Because of the lower standard
and cost of living in the Philippines, management considers this an acceptable
level of sales for this stage of NYBC's development.
Competition
While other bagel shops are operating in the Philippines, there are none which
appeal to the health conscious consumer through the use of alternative flowers
in the way that NYBC does.
Research and Development
NYBC continues to research and develop the use of new flours and new recipes,
however the cost of this is currently negligible as it is done in the same
bakery and using the same workers used for regular production.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Liquidity and Capital Resources
The Issuer is in the development stage. It is only a holding company. It has
no ongoing expenses other than those required to maintain its corporate
existence. It pays no salaries and no rent. Similarly, the Company has no
current source of revenues. Its only prospective source of income is the
possibility of future dividends from its 19% holding in NYBC. Therefore, the
Company's continued existence is entirely dependent upon the future success of
NYBC.
NYBC moved in to a new 1,500 square foot bakery and retail facility in
December 1999, and into a new 880 square foot retail facility in January,
2000. The company had previously operated from the Presidents home. These
moves enabled it to serve far more customers, both wholesale and retail. As a
result, NYBC grew substantially in the first five months of 2000.
However, in the five months ended May 31, 2000, as a result of its facilities
expansions, NYBC posted net profits of 1,734,407 pesos (approximately $43,360)
on sales of 6,053,089 pesos (approximately $151,300). These figures represent
an increase in net profits for five months of approximately 319% over the
preceding twelve months, and an increase in sales for five months of
approximately 251% over the preceding twelve months. This growth in sales and
profits resulted in greater liquidity. As of May 31, 2000 NYBC had cash on
hand of 3,052,976 pesos and total liabilities of 1,218,569 pesos. The
difference of 1,834,407 pesos represents approximately $45,800 U.S. Dollars.
Management of NYBC does not expect to open any additional facilities this
year, but it does expect sales and earnings to continue at their current pace.
Thus management expects net profits for the year ending December 31, 2000 to
be approximately $100,000. Management of NYBC further expects that these
higher profits will result in a dividend distribution, giving the Issuer its
first revenues.
In the future, NYBC hopes to grow through franchising its business. If
successful, this plan will allow it to add new outlets without any capital
expenditure, and to earn both initial franchise fees and an ongoing revenue
stream from franchisees. Current plans call for the sale of the first
franchises in early 2001. Given its current profitability and plans for
expansion through franchising, management of NYBC foresees no probable trends
or events that would adversely impact liquidity.
Similarly, management of the Issuer currently believes that it has sufficient
cash to meet its needs and that it is not likely to face a need for increased
capital or liquidity in the foreseeable future. The Issuer currently has cash
on hand of $2,006 and no liabilities. It is believed that this sum will be
sufficient to maintain the Company for at least a year. As discussed above,
management anticipates that it will receive its first dividends from NYBC
before the end of this year. Management expects that those dividends will be
in an amount at least equal to, and probably greater than, annual expenses.
Based on the foregoing, the Company's capital is sufficient to allow it to
continue to finance operating activities in this manner for the foreseeable
future.
The Company acquired its 19% interest in NYBC from the sole shareholder of
that company, and the president of the Issuer, in exchange for 5,000,000
shares of common stock in the Issuer. The 19% interest in NYBC was valued
at $5,966 based on cost. The Company holds an option to acquire the remaining
81% of NYBC. This option is exercisable by the issuance of 20,000,000 shares
of common stock in the Company. Thus the acquisition of the remaining 81% of
NYBC will create no expenditure of cash and no liquidity concerns for the
Company. Management currently expects to exercise the option to acquire the
remainder of NYBC before that option expires on August 10, 2001. Management
has deferred exercise in the past for two reasons. First, it wanted to be
reasonably certain of NYBCs survival and profitability. That survival and
success now seems probable. Second, it wanted to see that there was a quoted
market for its shares, either on the O.T.C. Pink Sheets or on the O.T.C.
Bulletin Board. Management is currently attempting to obtain such a quotation.
Results of Operations of NYBC
NYBC's balance sheet for the year ended December 31, 1998 showed total assets
of 840,011 pesos (approximately $21,000) consisting of 801,586 pesos in cash,
28,973 pesos in pre-paid expenses, and 9,452 pesos in equipment net of
depreciation. In keeping with the Philippine practice of eliminating debts
before the year end, there were no liabilities. The Company's balance sheet
for the period ending December 31, 1999 reflects total assets of 1,384,276
pesos (approximately $34,600), consisting of 1,347,542 pesos in cash and
36,734 pesos in pre-paid expenses. The equipment was fully depreciated at that
point and carried no book value. Once again, in keeping with the Philippine
practice of eliminating debts before the year end, there were no liabilities.
Equity grew by 544,265 pesos (approximately $13,600) in 1999.
NYBC's profits for the year ended December 31, 1999 were 544,265 pesos
(approximately $13,600), on sales of 2,409,503 pesos (approximately $60,200).
This compares favorably with the year ended December 31, 1998 when profits
were 503,515 pesos (approximately $12,600), on sales of 1,927,602 pesos
(approximately $48,200). Thus 1999 saw an increase in net profits of
approximately 8% over 1998.
NYBC moved in to a new 1,500 square foot bakery and retail facility in
December 1999, and into a new 880 square foot retail facility in January,
2000. The company had previously operated from the Presidents home. These
moves enabled it to serve far more customers, both wholesale and retail. As a
result, NYBC grew substantially in the first five months of 2000. In the five
months ended May 31, 2000 NYBC posted net profits of 1,734,407 pesos
(approximately $43,360) on sales of 6,053,089 pesos (approximately $151,300).
These figures represent an increase in net profits for five months of
approximately 319% over the preceding twelve months, and an increase in sales
for five months of approximately 251% over the preceding twelve months. This
growth in sales and profits resulted in greater liquidity. As of May 31, 2000
NYBC had cash on hand of 3,052,976 pesos and total liabilities of 1,218,569
pesos. The difference of 1,834,407 pesos represents approximately $45,800 U.S.
Dollars. Management of NYBC does not expect to open any additional facilities
this year, but it does expect sales and earnings to continue at their current
pace. Thus management expects net profits for the year ending December 31,
2000 to be approximately $100,000. Management of NYBC further expects that
these higher profits will result in a dividend distribution, giving the Issuer
its first revenues from dividend distributions.
Management of NYBC believes that profits currently generated by operations are
sufficient to meet the company's capital needs, and there are no plans which
would require the expenditure of capital beyond what is generated by
operations. The business is not subject to seasonal fluctuations, and there
are no significant elements of income or expense which do not arise from the
continuing operations of the business. Management plans to grow the business
through franchising. If successful, this plan will allow it to add new outlets
without any capital expenditure, and to earn initial franchise fees and
ongoing revenues from franchisees. Current plans call for the sale of the
first franchises in early 2001. Given its current profitability and plans for
expansion through franchising, management of NYBC foresees no probable trends
or events that would adversely impact liquidity.
Plan of Operation of the Issuer
The Company's balance sheet for the period ended December 31, 1998, which was
the Company's first five months after incorporation, showed total assets of
$11,091 consisting of $5,000 in cash, $125 in organizational costs, and $5,966
being the value of its investment in New York Bagel Company, Inc. The $5,000
in cash resulted from a private placement. There were no liabilities. The
Company's balance sheet for the period ending December 31, 1999, the Company's
first full year of operation, reflects total assets of $8,097, consisting of
$2,006 in cash, $125 in organizational costs, and $5,966 being the value of its
investment in New York Bagel Company, Inc. Once again, there were no
liabilities.
The Company has not engaged in any significant operations since inception
other than oversight of its investment in NYBC, corporate maintenance
activities, acquisition of capital, and preparation for filing of its
Registration Statement on Form 10SB-12(g). No operating revenues have been
realized by the Company since inception.
Management of the Company believes that it has sufficient cash reserves to
continue to operate at its current level for at least the next twelve months.
The Company currently has no employees and management does not foresee hiring
any employees. The Company does not engage in operations, does not engage in
research and development, and does not own a plant or any significant
equipment. Thus these do not present an avenue for the Company to realize cash
to meet its needs. The Company is only a holding company holding a 19%
interest in NYBC. Thus the Company's only potential source of revenues is
NYBC. Management believes that the Company will realize dividend income from
NYBC within the next six months, and that this income, based on the Company's
current 19% interest in NYBC, will be equal to or greater than the Company's
annual expenses.
Need for Additional Financing
The Company believes that its existing capital will be sufficient to meet the
Company's cash needs through the inception of dividend receipts. The Company
believes that these dividends will generate sufficient cash for its operating
needs by the end of the third quarter. The Company therefore does not foresee
the need for additional financing in the year ahead.
Item 3. DESCRIPTION OF PROPERTY.
The Company currently maintains an office within the home of its President and
which is furnished gratis by its President. Management believes that the
Company will not need to maintain any other office at any time in the
foreseeable future.
Item 4. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY OWNERS.
As of March 22, 2000, the following persons were known by the Company to be
part of Management or to own, of record or beneficially, 5% or more of the
Company's Common Stock.
Name and Address of Class of Number of Percent
Beneficial Owner Shares Shares Owned
Dennis Greenfield (1) Common 5,000,000 71.4%
127 Bunga Ext.,
Ayala Alabang Village
Muntinlupa City
Metro Manila
Philippines 1780
Lorelie Capul (2) None 0 0%
127 Bunga Ext.,
Ayala Alabang Village
Muntinlupa City
Metro Manila
Philippines 1780
(1) Dennis Greenfield serves as President and Director. He may also be deemed
the "parent" of the Company, as defined by the Securities and Exchange
Commission.
(2) Lorelie Capul serves as Secretary and Director.
Item 5. DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES.
The directors and executive officers currently serving the Company are as
follows:
Name and Address Age Position
Dennis Greenfield (1) 59 President & Director
127 Bunga Ext.,
Ayala Alabang Village
Muntinlupa City
Metro Manila
Philippines 1780
Lorelie Capul (2) 26 Secretary & Director
127 Bunga Ext.,
Ayala Alabang Village
Muntinlupa City
Metro Manila
Philippines 1780
Resumes of the Officers and Directors of the Company are as follows:
Dennis Greenfield
President, Director
Dennis Greenfield has been a co-owner of the NYBC and has been responsible for
its administration since 1996. From 1992 to 1996 he was Director of
operations at Asiawealth Apparel, Inc. of Manila where he was responsible for
all production and administration of the company's operations in the
Philippines. From 1990 to 1992 he was Consultant Manager for new product
development at Feltman Brothers, also of Manila. Prior to 1990 he held
similar positions in manufacturing management with a number of other companies
both in Asia and in the United States. Mr. Greenfield holds a B.A. in Business
Administration from Seattle University.
Lorelie Capul
Secretary, Director
Lorelie Capul has also served as Manager of Sales and Marketing and Purchasing
for the NYBC since May, 1998. She is involved in the local distribution of
finished products as well as in sourcing of raw materials and supplies. Prior
to May, 1998 she worked as an industrial engineer at Star Performance Inc., a
manufacturer of underwear, where she conducted time and motion studies to
determine the efficiency of workers. She also provided assistance to the
Production Manager to improve productivity and cost through development and
implementation of simplification, methods analysis, and cost control. Other
activities included checking sewer performance levels, quality performance,
and line balancing. She received her B.S. in Industrial Engineering from
Manuel Luis Quezon University in March, 1995.
Item 6. EXECUTIVE COMPENSATION
The Issuer pays no cash compensation to either of its officers and directors,
however both directors receive cash compensation from NYBC for their services
to that company. Mr. Greenfield receives a salary of 1,200,000 pesos per year
(approximately $30,000 per year) from NYBC. Ms. Capul receives a salary of
117,000 pesos per year (approximately $2,925 per year) from NYBC. Thus the two
officers and directors of the Issuer receive a combined total of approximately
$32,925 annually from NYBC. The Issuer has agreed to consider cash compensation
to its officers when positive cash flow permits, but not before then. In
addition, Mr. Greenfield has been compensated for his services as President by
his ownership of 5,000,000 shares of the Issuers common stock (see below). The
Issuer paid Ms. Capul, for her services as Secretary, some 20,000 shares of its
common stock on August 11, 2000 (the second anniversary of her appointment as
Secretary). The Issuer has agreed to pay her an additional 10,000 shares for
her services for the year ending August 11, 2001, or fraction thereof.
On August 11, 1998 Mr. Dennis Greenfield, then President and a Director of the
Company, received 5,000,000 shares of common stock. These shares were issued
in exchange for his shares in NYBC representing a 19% interest in NYBC. On
March 31, 1999 and again on March 17, 2000 the shares were split two for one.
However, also on March 17, 2000, Mr. Greenfield returned all of his "split"
shares to treasury for cancellation. Consequently, Mr. Greenfield now holds a
total of 5,000,000 shares of common stock. Ms. Capul holds 20,000 common shares
There is no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of the Company in the event of retirement.
No cash remuneration (other than the possibility that the issue will be
reconsidered when the Company is profitable as reported in paragraph 1 of this
item), is proposed to be paid in the future, directly or indirectly, to any
officer or director under any plan which is presently existing. No options
have been granted.
Summary Compensation Table
Name and Position Year Salary Bonus Other Comp. Restricted Stock Awards
Dennis Greenfield 1998 $ 0 $ 0 $ 0 5,000,000 shares
President/Director
Dennis Greenfield 1999 $ 0 $ 0 $ 0 0 shares
President/Director
Item 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On August 11, 1998 the Company issued 5,000,000 shares of its common stock in
a non-public offering to its founder and President, Dennis Greenfield. These
shares were issued in exchange for a 19% interest in New York Bagel Company,
Inc., a Philippine corporation. On March 31, 1999 and again on March 17, 2000
the shares were split two for one. However, also on March 17, 2000, Mr.
Greenfield returned all of his "split" shares to treasury for cancellation.
Consequently, Mr. Greenfield now holds a total of 5,000,000 shares of common
stock. On August 11, 2000, the Company Secretary and Director, Lorelie Capul,
was issued 20,000 shares of common stock for her services during the two
previous years. The two officers and directors are both salaried employees of
NYBC. Their combined annual compensation from that company totals $32,925.
PART II
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
A. Market Information.
The Common Stock of the Company is not currently traded and has never been
traded in the past. Hence there is no market history.
There is only one class of stock: Common. None of the Company's stock is
subject to options or warrants to purchase, and there are no securities
convertible into the Company's common stock.
There is currently no common equity that is being offered or that is proposed
to be offered by the registrant.
B. Stockholders.
As of March 22, 2000, the number of common shareholders of record was 51.
C. Dividend Policy.
The Company has not paid any dividends to date, and it does not expect to pay
any dividends at any time in the foreseeable future. The board of directors of
the Company will review its dividend policy from time to time to determine the
desirability and feasibility of paying dividends after giving consideration to
the Company's earnings, financial condition, capital requirements and such
other factors as the board may deem relevant.
D. Reports to Shareholders.
The Company intends to furnish its shareholders with annual reports containing
audited financial statements and such other periodic reports as the Company
may determine to be appropriate or as may be required by law. Upon the
effectiveness of this Registration Statement, the Company will be required to
comply with periodic reporting, proxy solicitation, and certain other
requirements under the Securities Exchange Act of 1934 as amended.
E. Transfer Agent and Registrar.
The transfer agent for the Company's common stock is Interwest Transfer, P. O.
Box 17136, Salt Lake City, Utah, 84117.
ITEM 3. RECENT SALES OF UNREGISTERED SECURITIES
On August 11, 1998 the Company issued 5,000,000 shares of common stock to its
President, Dennis Greenfield, in exchange for a 19% interest in New York Bagel
Company, Inc., a Philippine corporation. These shares were issued in a non-
public offering in reliance on Section 4(2) of the Securities Act of 1933 as
amended.
On or about August 19, 1998 the Company filed a Form-D with the U.S.
Securities and Exchange Commission. Between August 19, 1998 and September 15,
1998 the Company offered and sold common shares to a total of 50 unaffiliated
individuals. Those individuals purchased a total of 500,000 shares for total
proceeds of $5,000. The offers and sales were made pursuant to Rule 504 of
Regulation D under the Securities Act of 1933 as amended.
All shares were subsequently split two (2) for one (1) twice, first on March
31, 1999 and again on March 17, 2000. Also on March 17, 2000, Dennis
Greenfield, the President of the Company and the holder of 20,000,000 shares,
returned 15,000,000 of his shares (that being the total number received
through stock splits) to the treasury for cancellation. Consequently, Mr.
Greenfield now holds the same number of shares in the Company that he held
originally, 5,000,000 shares, while investors in the Company now hold
2,000,000 shares. As of the date hereof, a total of seven million (7,000,000)
shares are issued and outstanding and these are held by fifty-one (51)
shareholders of record.
ITEM 4. DESCRIPTION OF SECURITIES
Common Stock
The Company's Certificate of Incorporation authorizes the issuance of
50,000,000 shares of Common Stock, par value $0.0001 per share, of which
7,000,000 shares were outstanding as of March 22, 2000.
Description of Rights and Liabilities of Common Stockholders.
Voting Rights - Each record holder of common stock is entitled to one vote for
each share held on all matters to be voted on by the stockholders. Holders of
common stock do not have cumulative voting rights. Thus the holder of fifty
percent (50%) plus one of the shares voting for the election of directors can
elect all of the directors.
Dividend Rights - Holders of common stock are entitled to share ratably in
such dividends, if any, as may be declared from time to time by the Board of
Directors out of legally available funds.
Liquidation Rights - In the event of liquidation, dissolution or winding up of
the affairs of the Company, holders of shares of common stock are entitled to
share ratably all net assets remaining after payment in full of all
liabilities.
Preemptive Rights - Holders of common stock have no preemptive or other
subscription rights, and there are no conversion or redemptive rights or
sinking fund provisions with respect to such shares.
Conversion Rights - No shares of common stock are currently subject to
outstanding options, warrants, or other convertible securities.
Redemption Rights - No redemption rights exist for the Company's common stock.
Sinking Fund Provisions - No sinking fund provisions exist.
Further Liabilities for Calls - No shares of common stock are subject to
further call or assessment by the issuer. The Company has not issued any stock
options as of the date of this Registration Statement.
Potential Liabilities of Common Stockholders to State and Local Authorities -
No material potential liabilities are anticipated to be imposed on
shareholders under state laws. However, certain Delaware regulations require
regulation of beneficial owners of more than five percent (5%) of voting
securities. Shareholders who fall into this category may be subject to fines
in circumstances where non-compliance with these regulations is established.
Debt Securities.
The Company is not registering any debt securities and there are no debt
securities currently authorized or outstanding.
Other Securities to be Registered.
The Company is not registering any securities other than its common stock.
ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The By-Laws of the Company provide indemnification of officers and directors
of the Company as follows:
By-Law 25
"The personal liability of the directors of the corporation is hereby
eliminated to the fullest extent permitted by the provisions of paragraph (7)
of subsection (b) of Section 102 of the General Corporation Law of the State
of Delaware, as the same may be amended and supplemented."
By-Law 29
"The corporation shall, to the fullest extent permitted by the provisions of
Section 145 of the General Corporation Law of the State of Delaware, as the
same may be amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under said section from and against any and all
of the expenses, liabilities, or other matters referred to in or covered by
said section. The indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any agreement, vote of stockholders or disinterested directors, or otherwise.
Such indemnification shall apply both as to action in his official capacity of
one holding 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."
PART F/S
ITEM 1. FINANCIAL STATEMENTS
The following documents are filed as part of this report:
Audited Financial Statement for the years ended
December 31, 1998
December 31, 1999
ITEM 2. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
None.
UNIQUE BAGEL CO., INC.
(A Delaware Corporation)
127 Bunga Ext.
Ayala Alabang Village
Muntinlupa City
Metro Manila, Philippines 1780
FINANCIAL STATEMENTS
For the periods ended December 31, 1998 and 1999
ROBERT J. BLISS
Certified Public Accountant
Chula Vista, California
INDEX TO FINANCIAL STATEMENTS
PAGE
INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS:
Balance Sheet as of December 31, 1998 & 1999 2
Statement of Operations for the period ended
December 31, 1998 and 1999 3
Statement of Changes in Stockholders' Equity
For the period ended December 31, 1998 and 1999 4
Statement of Cash Flows for the period ended
December 31, 1998 and 1999 5
NOTES TO FINANCIAL STATEMENTS 6-7
ROBERT J. BLISS, C.P.A.
289 Church Avenue
Chula Vista, California 91910
Tel (619) 585-7595 * Fax (619) 585-7597
Independent Auditor's Report
The Board of Directors
Unique Bagel Co., Inc.
I have audited the accompanying balance sheet of Unique Bagel Co., Inc. (a
Delaware Corporation) as of December 31, 1998 and 1999, and the related
statements of income, stockholders' equity and cash flows for the period from
inception (August 11, 1998) to December 31, 1998 and for the year ended
December 31, 1999. These financial statements are the responsibility of the
company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
accordance about whether the financial statements are free of material
misstatements. 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. I believe that my audit provides a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Unique Bagel Co., Inc. as of
December 31, 1998 and 1999 and the results of its operations and its cash
flows for the periods ended December 31, 1998 and 1999 in conformity with
generally accepted accounting principles.
March 1, 2000
Robert J. Bliss
Chula Vista, CA
UNIQUE BAGEL CO., INC.
(a Delaware Corporation)
BALANCE SHEET
ASSETS
CURRENT ASSETS December 31,
1999 1998
Cash 2,006 5,000
INVESTMENTS
19% of New York Bagel Co., Inc. 5,966 5,966
ORGANIZATION COST 125 125
TOTAL ASSETS 8,097 11,091
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Accounts payable 0 0
STOCKHOLDERS EQUITY
Common stock, 40,000,000 shares
Authorized at $0.0001 par value;
11,000,000 shares issued and outstanding 1,100 550
Capital in excess of par value 9,991 10,541
Accumulated deficit (2,994)
TOTAL STOCKHOLDERS EQUITY 8,097 11,091
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 8,097 $11,091
The accompanying notes are an integral part of these financial statements.
UNIQUE BAGEL CO., INC.
(a Delaware Corporation)
STATEMENT OF INCOME
For the years ended
December 31
1999 1998
REVENUE $ 0 $ 0
OPERATING EXPENSES
General and Administrative 2,994 0
Total Operating Expense 2,994 0
Net Income (loss) (2,994) 0
Income Taxes 0 0
Net Income $ (2,994) 0
Earnings Per Share $ (.00031) 0
Weighted Average Shares Outstanding 9,625,000 5,500,000
The accompanying notes are an integral part of these financial statements.
UNIQUE BAGEL CO., INC.
(a Delaware Corporation)
STATEMENT OF STOCKHOLDERS EQUITY
December 31, 1999
Deficit
Accumulated
Capital During the
Common Stock Excess of Development
Shares Amount Par Value Stage
Balance, 8-11-98 0 $ 0 $ 0 $ 0
Shares issued
to acquire 19% of
New York Bagel Co.
Inc. and to pay
organization cost
of $125 on 8-11-98
valued at approx
0.0012 per share 5,000,000 500 5,591
Issuance of
500,000 shares
of common stock
in August 1998 at
$0.01 per share 500,000 50 4,950
Net income for
the period ended
12-31-98 0
Stock split:
two for one on
March 31, 1999 5,500,000 550 (550)
Net income for
The year ended
12-31-99 (2,994)
Balance on
12-31-99 11,000,000 $1,100 $9,991 $(2,994)
The accompanying notes are an integral part of these financial statements.
UNIQUE BAGEL CO., INC.
(a Delaware Corporation)
STATEMENT OF CASH FLOWS
For the years ended
December 31
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss) $(2,994) 0
Adjustments to reconcile
net operating activities 0 0
NET CASH USED IN OPERATING ACTIVITIES (2,994) 0
CASH FLOWS FROM INVESTING ACTIVITIES 0 0
Organizational cost (125)
Investment in New York Bagel (5,966)
TOTAL CASH USED IN INVESTING (6,091)
CASH FLOWS FROM FINANCING ACTIVITIES 0 0
PROCEEDS FROM ISSUANCE OF COMMON STOCK 11,091
NET INCREASE (DECREASE) IN CASH (2,994) 5,000
CASH - BEGINNING 5,000 0
CASH - ENDING $2,006 $5,000
The accompanying notes are an integral part of these financial statements.
UNIQUE BAGEL CO., INC.
(A Delaware Corporation)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1999
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Unique Bagel Co., Inc.
(the company). The company was incorporated on August 11, 1998 in the
state of Delaware, to be a diversified holding company.
b. Stockholders Equity
The company is authorized to issue 50,000,000 shares of common stock, par
value $0.0001 per share, of which 11,000,000 shares are issued and
outstanding. In August and September 1998 the company sold 500,000
shares of common stock at $.01 per share for a total proceeds of $5,000.
On March 31, 1999 the shareholders of the company agreed to a two for one
stock split, issuing 5,500,000 shares to increase the total number of
shares of common stock issued and outstanding to 11,000,000 shares.
On August 11, 1998, the company acquired 19% of New York Bagel Company,
Inc., in a related party transaction. New York Bagel commenced
operations in 1996 under the name "New York Bagel Company" and was
incorporated in the Philippines in March of 1998 as the "New York Bagel
Company, Inc." The company holds an option to acquire the remaining
eighty-one percent (81%) of New York Bagel Company, Inc. The company
acquired its 19% interest in New York Bagel Company, Inc. through the
issuance of five million (5,000,000) shares of its common stock to New
York Bagel Company, Inc.'s shareholder. The investment in New York Bagel
Company, Inc. is recorded at the cost of that company to its founder, Dennis
Greenfield. Mr. Greenfield is also the President of Unique Bagel Co., Inc.
c. Accounting Method
The company's financial statements are prepared using the accrual method
of accounting. The company has elected a December 31 year end.
d. Net Income
The company is in the development stage and as such had no income or
expenses in 1998 and a loss in 1999.
e. Provision for taxes
The company accounts for income taxes using Statement of Financial
Accounting Standard No 109, the liability method is used in accounting
for income taxes.
f. Earnings Per Share
Earnings per share is provided in accordance with the Statement of Financial
Accounting Standards No. 128 (SFAS 128). Due to the Company's simple capital
structure, only one earnings per share calculation is presented. Earnings per
share is computed by dividing income available to common stockholders by the
weighted average number of common shares outstanding during the period.
g. Limited History of Operations
The company was organized on August 11, 1998 and has had no operations to
date other than those of New York Bagel Company, Inc. which the company
acquired on August 11, 1998. The success of the company must be
considered in light of the problems encountered with the start up of a
new business and the likelihood of succeeding.
PART III
ITEM 1. INDEX TO EXHIBITS
Exhibit No.
Acquisition Agreement 2.1
Option to Acquire Balance of NYBC 2.2
Articles of Incorporation 3.1
Bylaws 3.2
EXHIBIT NO. 2.1
MINUTES BY WHICH COMPANY AGREED TO ACQUIRE INTEREST IN NYBC
Minutes of the First Meeting of the Board of Directors of
UNIQUE BAGEL CO., INC.
The meeting was held on August 11, 1998. Dennis Greenfield and Lorelie Capul,
they being all of the directors, were present. This was the first meeting of
the directors.
The directors reviewed the proposed by-laws for the Company, and on motion
duly made and seconded they
RESOLVED, that the Company By-Laws attached to these minutes are adopted
as the By-Laws for the Corporation.
The directors then noted the need to appoint corporate officers, and on motion
duly made and seconded they
RESOLVED, that Dennis Greenfield serve as President of the Company and
that Lorelie Capul serve as Vice President and Secretary; each to serve
until further notice.
Dennis Greenfield noted his desire to capitalize the Company by selling to it
a 19% interest in New York Bagel Company, Inc., a corporation established and
operating under the laws of the Philippines, together with an option (attached)
to acquire the remaining 81% interest in New York Bagel Company, Inc., for a
total of 5,000,000 shares in Unique Bagel Co., Inc.. He further noted that he
is the sole shareholder of New York Bagel Company, Inc. Because Mr. Greenfield
is an interested party he abstained from further consideration of his proposal.
Ms. Capul, as the sole disinterested director, noted that the Company had no
other immediate prospects for a suitable business, and
RESOLVED, that 5,000,000 common shares in the Corporation be issued to
Dennis Greenfield in exchange for (1) shares representing a 19% interest
in New York Bagel Company, Inc. and (2) a three year option to acquire
the balance of that business by issuing an additional 20,000,000 shares
therefor, and
FURTHER RESOLVED, that the officers of the Company take all necessary
and appropriate steps to receive the share certificates for New York
Bagel Company, Inc. and to issue the share certificates in Unique Bagel
Co., Inc. to Dennis Greenfield.
There being no further business to come before the Board, the meeting was
adjourned.
EXHIBIT NO. 2.2
OPTION AGREEMENT FOR PURCHASE 81% INTEREST IN NYBC
OPTION TO PURCHASE SHARES OF
NEW YORK BAGEL COMPANY, INC.
This agreement, when signed by Dennis Greenfield as seller/optionor (the
"Optionor"), will constitute a legally binding agreement (the "Agreement")
to offer shares of stock in New York Bagel Company, Inc. (the "Company") for
sale to Unique Bagel Co., Inc., the buyer/optionee (the "Optionee").
Optionor and Optionee hereby agree that they have received due and
sufficient consideration, each from the other, in entering into this
Agreement. Optionor and Optionee agree as follows:
1) Subject to the terms herein, the above named Optionor hereby offers to
sell to Optionee eight-hundred and ten (810) common shares (the "Shares") in
the Company at a price of twenty million (20,000,000) shares of common stock
in Unique Bagel Co., Inc. (the Optionee) for a period of three (3) years
(the "Expiry Date") from the date of this Agreement (the "Closing Date").
This Option shall be irrevocable and shall be enforceable until 5:00 p.m.,
Manila time, on the Expiry Date.
2) The Optionor hereby grants the Optionee the right and proxy to vote
the Shares at any meeting of the Company's shareholders from the date of
this Agreement until the Expiry Date.
3) This Agreement is an option only, and at any time up to the date that
all contemplated consideration is paid, the Optionee may elect not to
purchase the Shares, thereby terminating this Agreement, and any
consideration already paid by the Optionee shall be non-refundable.
The terms of this offer and resultant binding Agreement are understood and
hereby accepted by the Optionor (Seller) on this eleventh day of August,
1998.
/s/ Dennis Greenfield
Optionor (Seller)
The terms of this offer and resultant binding Agreement are understood and
hereby accepted by the Optionee (Buyer) on this eleventh day of August,
1998.
/s/ Unique Bagel Co., Inc.
by /s/ Lorelie Capul, Secretary
Optionee (Buyer)
EXHIBIT NO. 3.1
CERTIFICATE OF INCORPORATION OF
UNIQUE BAGEL CO., INC.
FIRST: The name of the corporation is UNIQUE BAGEL CO., INC.
SECOND: The address of its registered office in the State of Delaware is Three
Mill Road, Suite 104 in the City of Wilmington, County of New Castle, 19806-
2146. Its registered agent at such address is The Incorporators Ltd.
THIRD: 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.
FOURTH: The corporation shall have the authority to issue fifty million shares
of common stock with a par value of $0.0001.
FIFTH: The Board of Directors is expressly authorized to adopt, amend, or
repeal the By-Laws of the corporation.
SIXTH: The stockholders and directors may hold their meetings and keep the
books and documents of the corporation outside the State of Delaware, at such
places from time to time designated by the By-Laws, except as otherwise
required by the Laws of Delaware.
SEVENTH: The corporation is to have perpetual existence.
EIGHTH: The name and mailing address of the incorporator is Matthew D. Esteves
at Three Mill Road, Suite 104, Wilmington, DE 19806-2146.
NINTH: The number of directors of the corporation shall be fixed from time to
time by its By-Laws and may be increased or decreased.
TENTH: The Board of Directors is expressly authorized and shall have such
authority as set forth in the By-Laws to the extent such authority would be
valid under Delaware Law.
ELEVENTH: No director of the corporation shall have personal liability to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, provided that this provision shall not eliminate or limit
the liability of a director (a) for any breach of the director's duty or
loyalty to the corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the Delaware Corporation Law, or (d) for any
transaction from which the director derived an improper personal benefit.
THE UNDERSIGNED Incorporator for the purpose of forming a corporation pursuant
to the laws of the State of Delaware, does make this Certificate, hereby
declaring and certifying that the facts herein stated are true.
August 11, 1998
BY: /s/ Matthew D. Esteves
Matthew D. Esteves - Incorporator
EXHIBIT NO. 3.2
BY-LAWS OF THE CORPORATION
CORPORATE BY-LAWS
OF
UNIQUE BAGEL CO., INC.
OFFICES
I - The registered office of the corporation shall be in the State of
Delaware. The resident agent in charge thereof shall be appointed by the Board
of Directors. The corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the corporation may require.
CORPORATE SEAL
2. The corporation may transact any and all business without the need for
a corporate seal. If a seal is required by law, the corporation may use a
facsimile where inscribed therein is the name of the corporation, the year of
its incorporation, and the words "Corporate Seal, Delaware". In its
discretion, the Board is permitted to acquire and use a true seal setting
forth the information noted above.
MEETING OF STOCKHOLDERS
3. The annual meeting of stockholders for the election of directors shall
be held on a day during the first six months of each fiscal year, at a time,
and at a place all as set by the Board of Directors. At said meeting the
stockholders shall elect by plurality vote, a Board of Directors, and may
transact such other business as may come before the meeting.
4. Special meetings of the stockholders may be called at any time by the
President, and shall be called by the President or Secretary on the request in
writing of a majority of the directors or at the request in writing of a
majority in voting interest of stockholders entitled to vote.
5. All meetings of the stockholders for the elections of directors shall
be held at the office of the corporation in the State of Delaware, or at such
other place as may be fixed by the Board of Directors, provided that at least
ten days' notice be given to the stockholders of the place so fixed. All other
meetings of the stockholders shall be held at such place or places, within or
without the State of Delaware, as may from time to time be fixed in the
notices or waivers of notice thereof.
6. Stockholders of the corporation entitled to vote shall be such persons
as are registered on the stock transfer books of the corporation as owners of
stock. The Board of Directors may set a record date for annual meetings, but
such record date may not be more than 45 days prior to the annual meeting.
7. A complete list of stockholders entitled to vote, arranged in
alphabetical order, shall be prepared by the Secretary or Transfer Agent and
shall be open to the examination of any stockholder at the place of election
during the whole time of the election.
8. Each stockholder entitled to vote shall, at every meeting of the
stockholders, be entitled to one vote for each share held. Each stockholder
entitled to vote may vote in person or by proxy signed by the stockholder, but
no proxy shall be voted on or after three years from its date, unless it
provides for a longer period. Such right to vote shall be subject to the right
of the Board of Directors to fix a record date for stockholders as provided by
these By-Laws.
9. The holders of 30% of the stock issued and outstanding and entitled to
vote at a meeting of the stockholders, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote at the meeting, present in person or represented by proxy, shall have the
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented,
any business may be transacted which might have been transacted at the meeting
as originally notified. 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 at the meeting.
10. When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power, present in person or represented by
proxy, shall decide any question properly brought before such meeting, unless
the question is one which by express provision of the statutes of the State of
Delaware or of the Certificate of Incorporation, a different vote is required,
in which case such express provision shall govern and control the decision of
such question.
11. Notice of all meetings shall be mailed by the Secretary to each
stockholder of record entitled to vote at his last known post office address,
for annual meetings fifteen days and for special meetings ten days prior
thereto.
12. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.
13. Unless otherwise provided in the Certificate of Incorporation, any
action required to be taken at any annual or special meeting of stockholders
of the corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less
than the minimum number of voters 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. Prompt notice of the taking of the corporate action without
a meeting by less than unanimous written consent, shall be given to those
stockholders who have not consented in writing.
DIRECTORS
14. The property and business of the corporation shall be managed and
controlled by the Board of Directors.
15. The directors shall hold office until the next annual election and
until their successors are elected and qualified. Directors shall be elected
by the stockholders, except that if there be any vacancies on the Board of
Directors by reason of death, resignation, or otherwise, or if there be any
newly created directorships resulting from any increase in the number of
directors, such vacancies or newly created directorships may be filled for the
unexpired term by a majority of the directors then in office, though less than
a quorum.
POWERS OF DIRECTORS
16. The Board of Directors shall have all such powers as may be exercised
by directors of a Delaware corporation, subject to the provisions of the
statutes of Delaware, the Certificate of Incorporation, and the By-Laws.
MEETINGS OF DIRECTORS
17. After each annual election of directors, the newly elected directors
may meet for the purpose of organization, the election of officers, and the
transaction of other business, at such time and place as shall be fixed by the
stockholders at the annual meeting, and, if a majority of the directors be
present at such place and time, no prior notice of such meeting will be
required to be given to the directors. The place and time of such meeting may
also be fixed by written consent of the directors.
18. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as shall from time to time be determined by the
Board.
19. Special meetings of the directors may be called by the president on
two days' notice in writing or on one days notice by telegram to each director
and shall be called by the president in like manner on the written request of
two directors.
20. Special meetings of the directors may be held within or without the
State of Delaware at such place as is indicated in the notice or waiver of
notice thereof.
21. A majority of the directors in office at the time of any regular or
special meeting shall constitute a quorum.
22. Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting, if all members of the Board
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board.
23. Members of the Board of Directors may participate in a meeting of the
Board of Directors by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting may hear one another, and such participation in a meeting shall
constitute presence in person at the meeting.
COMMITTEES
24. The Board of Directors may, by resolution, create committees from
time to time, which committees shall have and may exercise all the powers and
authority of the Board of Directors to manage the business and affairs of the
corporation. However, the committees shall not have the power to amend the
Certificate of Incorporation, adopt an agreement of merger or consolidation,
recommend to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommend to the
stockholders a dissolution of the corporation or a revocation of a
dissolution, amend the By-Laws of the corporation; and, unless a resolution or
the Certificate of Incorporation expressly so provides, no such committee
shall have the power to declare a dividend or authorize the issuance of stock.
INDEMNIFICATION
25. The personal liability of the directors of the corporation is hereby
eliminated to the fullest extent permitted by the provisions of paragraph (7)
of subsection (b) of Section 102 of the General Corporation Law of the State
of Delaware, as the same may be amended and supplemented.
OFFICERS OF THE CORPORATION
26. The officers of the corporation shall be a president, a secretary, a
treasurer, and such other officers as may from time to time be chosen by the
Board of Directors. All offices may be held by the same person.
27. The officers of the corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer chosen or
appointed by the Board of Directors may be removed either with or without
cause at any time by the affirmative vote of a majority of the whole Board of
Directors. If the office of any officer or officers becomes vacant for any
reason, the vacancy shall be filled by the affirmative vote of a majority of
the whole Board of Directors.
28. In case of the absence or disability of any officer of the
corporation, or for any other reason deemed sufficient by a majority of the
Board of Directors, the duties of that officer may be delegated by the Board
of Directors to any other officer or to any director.
INDEMNIFICATION
29. The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by said section. The indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any agreement, vote of stockholders or disinterested directors,
or otherwise. Such indemnification shall apply both as to action in his
official capacity of one holding 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."
SECRETARY
30. The secretary shall attend all meetings of the corporation, the Board
of Directors, and its committees. He shall act as clerk thereof and shall
record all of the proceedings of such meetings in a book kept for that
purpose. He shall have custody of the corporate seal of the corporation and
shall have authority to affix the seal to any instrument requiring it and when
so affixed, it may be attested by his signature. He shall give proper notice
of meetings of stockholders and directors and shall perform other such duties
as shall be assigned to him by the president or the Board of Directors.
TREASURER
31. The treasurer shall have custody of the funds and securities of the
corporation and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation. He shall deposit all
monies and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of
Directors.
32. The treasurer shall disburse such funds of the corporation as may be
ordered by the Board or the president, taking proper vouchers for such
disbursements, and shall render to the president and directors, whenever they
may require it, an account of all his transactions as treasurer and of the
financial condition of the corporation, and at the regular meeting of the
Board next preceding the annual members meeting, a like report for the
preceding year.
33. The treasurer shall keep an account of stock registered and
transferred in such manner subject to such regulations as the Board of
Directors may prescribe.
34. The treasurer shall give the corporation a bond if required by the
Board of Directors in such sum and with security satisfactory to the Board of
Directors for the faithful performance of the duties of his office and the
restoration to the corporation, in the case of his death, resignation, or
removal from office, of all books, paper, vouchers, money and other property
of whatever kind in his possession, belonging to the corporation. He shall
perform such other duties as the Board of Directors or executive committee may
from time to time prescribe or require.
PRESIDENT
35. The president shall be the chief executive officer of the
corporation. He shall preside at all meetings of the stockholders and the
Board of Directors, and shall have general and active management of the
business of the corporation, and shall see that all orders and resolutions of
the Board of Directors are carried into effect.
36. The president shall execute bonds, mortgages, and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed, and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation.
STOCKS
37. Every holder of stock in the corporation shall be entitled to have a
certificate, signed by, or in the name of the corporation by, the president or
secretary of the corporation, certifying the number of shares owned by him in
the corporation. Certificates may be issued for partly paid shares, and in
such case upon the face or back of the certificates issued to represent any
such partly paid shares, the total amount of the consideration to be paid
therefore, and the amount paid thereon, shall be specified.
38. Any or all of the signatures on the certificates may be facsimile.
39. The Board of Directors may direct a new certificate or certificates
to be issued in place of any certificate or certificates theretofore issued by
the corporation alleged to have been lost, stolen, or destroyed, upon the
making of an affidavit of that fact by the person claiming their certificate
of stock to be lost, stolen or destroyed. The Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof; require the
owner of such lost, stolen, or destroyed certificate or certificates to give
the corporation a bond in such sum as it may direct as indemnity against any
claim that may be made against the corporation with respect to the certificate
alleged to have been lost, stolen, or destroyed.
CHECKS
40. All checks, drafts, or orders for the payment of money shall be
signed by the treasurer or by such other officer or officers as the Board of
Directors may from time to time designate. No check shall be signed in blank.
BOOKS AND RECORDS
41 The Books, accounts, and records of the corporation, except as
otherwise required by the laws of the State of Delaware, may be kept within or
without the State of Delaware, at such place or places as may from time to
time be designated by the By-Laws or by the resolutions of the directors.
NOTICES
42 Notice required to be given under the provisions of these By-Laws to
any director, officer or stockholder, shall not be construed to mean personal
notice, but may be given in writing by depositing the same in a post office or
letter box, in a post-paid sealed wrapper, addressed to such stockholder,
officer, or director at such address as appears on the books of the
corporation, and such notice shall be deemed to be given at the time when the
same shall thus be mailed. Any stockholder, officer, or director, may waive, in
writing, any notice required to be given under these By-Laws, whether before or
after the time stated therein.
DIVIDENDS
43. Dividends upon the capital stock of the corporation, subject to the
Certificate of incorporation, may be declared by the Board of Directors at any
regular or special meeting, pursuant to law. Dividends may be paid in cash, in
property, or in shares of the capital stock of the corporation, subject to the
provisions of the Certificate of Incorporation.
44. Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purposes as the directors shall think conducive to the best interest of the
corporation. The directors may modify or abolish any such reserve in the
manner by which it was created.
FISCAL YEAR
45. The fiscal year of the corporation shall be determined by the Board
of Directors.
AMENDMENT OF BY-LAWS
46. These By-Laws may be amended, altered, repealed, or added to at any
regular meeting of the stockholders or of the Board of Directors, or at any
special meeting called for that purpose, by affirmative vote of a majority of
the stockholders entitled to vote, or by affirmative vote of a majority of the
whole board, as the case may be.
47. Any and all disputes and controversies by and between the
shareholders or the directors arising out of or with respect to the business
of or affecting the affairs of the corporation, which disputes and
controversies cannot be resolved under the terms of the corporate By-Laws or
Certificate of Incorporation, because of a tie vote or deadlock between the
directors and shareholders shall be settled by arbitration in the following
manner. Each side of the dispute shall be entitled to name one arbitrator and
both arbitrators so named shall together agree upon a third arbitrator, with
the findings of the arbitration panel to be binding upon all parties to the
dispute. Unless otherwise mutually agreed by the parties the arbitration shall
take place in accordance with and subject to the provisions of the Delaware
Uniform Arbitration Act., 10 Del. C. "5701 et.seq.
Adopted by the Board of Directors on August 11, 1998.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this first amendment to its registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Unique Bagel Co., Inc.
By: /s/ Dennis Greenfield, President & Director
Date: August 29, 2000
