<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 31, 1999
SurgiLight, Inc.
(Exact name of Registrant as specified in charter)
Delaware 0-24897 35-1990562
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
7055 University Blvd, Winter Park, Florida 32792
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (407) 657-6500
MAS Acquisition III Corp.
1710 E. Division St.
Evansville, Indiana 47711
(Former name or former address, if changed, since last report)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
A change in control of the registrant occurred on March 31, 1999
pursuant to the terms and conditions of an Agreement of Merger (the
"Agreement") dated March 31, 1999 between MAS Acquisition III Corp., a
Delaware corporation (the "Company") and SurgiLight,Inc., a Delaware
corporation ("SLI"), which provided for the merger of SLI with and into
the Company as the surviving entity, pursuant to a tax-free reorganization
in accordance with Section 354 and 368 of the Internal Revenue Code of
1986, as amended.
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.
The Company entered into the Agreement with SLI on March 31, 1999,
whereby SLI has merged into the Company and the Company has changed its
name to SurgiLight, Inc. Pursuant to the terms of the Agreement, each
common share of SLI was converted into one common shares of the
Company. A total of 10,394,330 shares of common share of SLI was converted
into 10,394,330 restricted common shares of the Company. In addition the
Company has accepted the return of, and cancelled, 7,500,000 shares of
Common Stock of the Company issued to Aaron Tsai.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a)(1)
(i) The former certifying accountant Tubbs & Bartnick, P.A. was dismissed
by the Company on March 31, 1999.
(ii) The former accountant's reports on the financial statements since
inception on July 31, 1996 to December 31, 1998 did not contain an
adverse opinion or a disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope, or accounting principles.
(iii) The decision to change accountants was approved by the board of
directors.
(iv) Since inception on July 31, 1996 to December 31, 1998 and the
interim period to March 31, 1999, there were no disagreements with the
former accountants on any matter of accounting principles or procedures,
financial statement disclosure, or auditing scope or procedures.
(a)(2) On March 31, 1999, Rachel L. Siu was appointed as the Company's
new certifying accountant. Ms. Siu was not consulted with by the Company
prior to the merger. Ms. Siu has been the certifying accountant of SLI
prior to the merger described in this Form 8-K.
(a)(3) The Registrant has request from its former accountant a letter
addressed to the Commission stating their agreement with the statements
in this item.
ITEM 5. OTHER EVENT.
Not applicable.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
As a result of the Agreement, the Company has accepted the resignation of
the Board of Directors and Officers, as of March 31, 1999, consisting of
Aaron Tsai and Chia-Lun Tsai, and appointed J.T. Lin, M. Y. Hwang, Richard
Reffner, Paul Miano and Timothy J. Arion.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements.
(i) Audited financial statements of SurgiLight, Inc. (formerly Photon
Data, Inc.) for the year ended December 31, 1997 and 1998.
(ii) Unaudited financial statements of SurgiLight, Inc. (Plantation
Vision Center) for the four month ended December 31,1998.
(iii) Unaudited combined financial statement of MAS Acquisition III Corp.
and SurgiLight, Inc. for the year ended December 31, 1997 and 1998.
(to be filed by amendment)
<PAGE>
Rachel L. Siu
Certified Public Accountant
5100 Old Howell Branch Road
Winter Park, FL 32792
INDEPENDENT AUDITOR'S REPORT
----------------------------
To the Stockholders of
Photon Data, Inc.
We have audited the accompanying balance sheets of Photon Data, Inc. as of
December 31, 1998 and 1997 and the related statements of operations,
stockholders equity, and cash flows for the years ended December 31, 1998 and
December 31, 1997. The financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Photon Data, Inc. as of
December 31, 1998 and 1997, and the results of its operations and cash flows
for the years ended December 31, 1998 and December 31, 1997 in conformity
with generally accepted accounting principles.
/s/Rachel Siu
______________
Rachel L. Siu
Winter Park, Florida
February 28, 1999
<PAGE>
SURGILIGHT, INC.
(FORMERLY PHOTON DATA, INC.)
STATEMENT OF OPERATIONS
[CAPTION]
<TABLE>
FOR THE YEARS ENDED DECEMBER 31,1998 & 1997
1998 1997
----------- -----------
<S> <C> <C>
SALES $ 842,005 $ 1,057,139
COST OF SALES 238,419 707,232
----------- -----------
Gross Profit 603,586 349,907
GENERAL AND ADMINISTRATIVE
EXPENSES 750,519 1,078,615
----------- -----------
Operating Income (Loss) (146,933) (728,708)
OTHER INCOME/EXPENSES
LOSS ON FDA FORFEITURE - (126,985)
LOSS ON CLOSING OF 3 CENTERS - (265,000)
INTEREST INCOME 3,375 3,420
INTEREST EXPENSE (10,785) (58,886)
----------- -----------
Net Income (Loss) $ (154,343) $ (1,176,159)
=========== ===========
</TABLE>
See Accountant's Audit Report and accompanying notes
<PAGE>
SURGILIGHT, INC.
(FORMERLY PHOTON DATA, INC.)
BALANCE SHEET
FOR THE YEARS ENDED DECEMBER 31, 1998 & 1997
<TABLE>
<CAPTION>
ASSETS
12/31/98 12/31/97
----------- -----------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 38,366 $ 80,891
Accounts Receivables
Less Allowances for Doubtful Accounts 141,829 -
Inventory 757,792 1,195,373
----------- -----------
TOTAL CURRENT ASSETS 937,957 1,276,264
PROPERTY AND EQUIPMENT, at cost:
Office Equipment 6,224 5,786
Computer Equipment 19,613 17,798
Lab Equipment 9,327 9,327
Remote Location Equipment 1,146,860 528,130
----------- -----------
1,182,024 561,041
Less accumulated depreciation (172,644) (47,070)
----------- -----------
NET PROPERTY AND EQUIPMENT 1,009,380 513,971
----------- -----------
OTHER ASSETS
Deposit 202,671 2,671
Intangible Assets 200,127 200,127
Less Accumulated Amortization (50,100) (36,743)
----------- -----------
NET OTHER ASSETS 352,698 166,055
----------- -----------
TOTAL ASSETS $ 2,300,035 $ 1,956,290
=========== ===========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 59,190 $ 75,707
Accrued Interest 19,938 52,935
Notes Payable 102,500 1,050,751
Loans from SurgiLight, Inc. 15,000 -
Loans from Shareholders 331,000 -
----------- -----------
TOTAL CURRENT LIABILITIES 527,628 1,179,393
----------- -----------
STOCKHOLDERS' EQUITY:
Common Stock, No par value, 4,062,500
shares issued and outstanding 4,048,301 2,898,448
Retained Earnings (2,275,894) (2,121,551)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 1,772,407 776,897
----------- -----------
TOTAL LIABILITIES &
STOCKHOLDER' S EQUITY $ 2,300,035 $ 1,956,290
=========== ===========
</TABLE>
See Accountant's Audit Report and accompanying notes
<PAGE>
SURGILIGHT, INC.
(FORMERLY PHOTON DATA, INC.)
STATEMENT OF CASH FLOWS
[CAPTION]
<TABLE>
FOR THE YEARS ENDED DECEMBER 31, 1998 & 1997
1998 1997
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (154,343) $ (1,176,159)
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
Depreciation 125,574 43,047
Amortization 13,357 13,358
Increase (Decrease) in:
Receivables (141,829) 221,777
Inventory 437,581 139,092
Deposits (200,000) (230)
Accounts Payable (16,518) 26,296
Accrued Interest (32,997) 41,048
----------- -----------
Net cash provided (used) by
operating activities 31,825 (691,771)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchases of equipment (620,982) (532,321)
Loss on closing of 3 centers - 265,000
----------- -----------
Net cash provided (used) by
investing activities (620,982) (267,321)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term borrowings 15,000 614,253
Repayment of short-term borrowings (948,251) -
Loans from Shareholders 331,000 -
Proceeds from sale of stock 1,149,853 418,062
----------- -----------
Net cash provided (used) by
financing activities 547,602 1,032,315
----------- -----------
NET INCREASE (DECREASE) IN CASH (42,555) 73,223
CASH, beginning of year 80,891 7,668
----------- -----------
CASH, end of year $ 38,336 $ 80,891
=========== ===========
</TABLE>
NONCASH FINANCING ACTIVITIES AND SUPPLEMENTAL INFORMATION:
Operating Activities reflect interest expense of $10,785 For 1998 &
$ 58,886 for 1997.
See Accountant's Audit Report and accompanying notes
<PAGE>
SURGILIGHT, INC.
(FORMERLY PHOTON DATA, INC.)
STATEMENT OF STOCKHOLDERS' EQUITY
[CAPTION]
<TABLE>
FOR THE YEARS ENDED DECEMBER 31, 1998 & 1997
Capital
Stock Deficit Total
----------- ----------- -----------
<S> <C> <C> <C>
BALANCE,
December 31, 1996 $ 2,480,386 $ (945,392) $ 1,534,994
Net Loss - (1,176,159) (1,176,159)
Capital Contributions 418,062 - 418,062
----------- ----------- -----------
BALANCE,
December 31, 1997 $ 2,898,448 $ (2,121,551) $ 776,897
Net Loss - (154,343) (154,343)
Capital Contributions 1,149,853 - 1,149,853
----------- ----------- -----------
BALANCE,
December 31, 1998 $ 4,048,301 $ (2,275,894) $ 1,772,407
=========== =========== ===========
</TABLE>
See Accountant's Audit Report and accompanying notes
<PAGE>
SURGILIGHT, INC.
(FORMERLY PHOTON DATA, INC.)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 Nature of Business and Significant Accounting Policies
NATURE OF BUSINESS: Photon Data, Inc. (PDI) is a Florida Corporation
incorporated in 1993 and began operations in 1995. The company engages in
the development of eye laser technology and in the operation of Laser Vision
Centers (LVC). Its projects include refractive laser system control,
software design, eye tracking, and the development of UV and IR light
sources. PDI also has an assembling facility at ZPAD free zone, Panama where
completed systems can be shipped to international users.
INVENTORIES: Inventories are stated at the lower of cost or market. Cost is
determined by the first-in, first-out (FIFO) method. Inventory consists
primarily of electronic parts and finished laser systems.
PROPERTY, EQUIPMENT AND DEPRECIATION: Property and equipment are stated at
cost. Depreciation is computed over the estimate useful lives of the assets
using straight line methods.
DEFERRED ASSETS: Deferred assets are being amortized over five years for
organizational costs and over ten years for goodwill. Goodwill represents
the excess of the purchase price over the fair market value of net assets
acquired.
NOTE 2 Lease Commitment
The company leases its premises under an operating lease. Future minimum
rental payments for the noncancellable lease as of December 31, 1998 is
$16,240 for 1999. The lease ends on July 31, 1999. Rental expenses of
$28,809 for 1998 and $30,231 for 1997 under this lease are classified as
administrative expenses in the accompanying statement of income and loss.
NOTE 3 Accounts Receivable
Allowance for doubtful accounts was $8,000 for 1998 and $4,230 for 1997.
NOTE 4 Inventories
Inventories consist of the following:
[CAPTION]
<TABLE>
1998 1997
--------- -----------
<S> <C> <C>
Finished Laser Systems $ 532,400 $ 0
At Remote Locations
Parts 225,392 1,195,373
--------- -----------
<PAGE>
$ 757,792 $ 1,195,373
========= ===========
</TABLE>
The remote locations as of December 31, 1998 include Panama, Japan, and
New York.
NOTE 5 Property and Equipment
<TABLE>
<CAPTION>
1998 1997
---------- --------
<S> <C> <C>
Office Furniture & Equipment $ 6,224 $ 5,786
Computer Equipment 19,612 17,798
Lab Equipment 9,327 9,327
Equipment at Remote Location 1,146,860 528,130
---------- --------
1,182,023 561,041
Less Accumulated Depreciation 172,644 47,070
---------- --------
Net Property and Equipment $1,009,379 $513,971
========== ========
</TABLE>
The remote locations referred to above include China, Latin America, Japan,
and New York, USA. Depreciation expenses of $125,574 for 1998 and $43,047
for 1997 are classified as administrative expenses in the accompanying
statement of income and loss.
NOTE 6 Investment in China and Latin America
In 1996, the Company purchased six LVC's in China from Lasersight, Inc. The
purchase price of $600,000 was for the income stream only. One center was
closed in 1996. Three additional centers closed in 1997. In 1998, fourteen
(14) new centers, including twelve in China and two in Latin America, were
added by the Company. The profit of the centers are shared with medical
institutions. The Company provides the laser systems that are operated by
the institutions.
NOTE 7 Advances from Shareholders
The loans from shareholders converted to paid-in capital as approved by the
board of directors amounted to $374,338 and $408,110 for 1998 and 1997,
respectively.
NOTE 8 Notes Payable
<TABLE>
<CAPTION>
Balance at Balance at
12/31/98 12/31/97
---------- ----------
<S> <C> <C>
Yuan Lin, $ -- $ 948,251
promissory note
unsecured, payable
upon maturity
including interest
at 12%
<PAGE>
Kuo Chang Wang, 102,500 102,500
promissory note
unsecured, payable
upon maturity
including interest
at 8%
</TABLE>
NOTE 9 Related-Party Transactions
The promissory notes payable as described in Note 7 were with related parties.
In 1998, the notes payable to Yuan Lin were converted to capital.
NOTE 10 Capital Stock
There are 4,062,500 shares of No par value stock issued and outstanding. In
1998 and 1997, the shareholders increased their capital to $ 4,048,301 and
$ 2,898,448.
NOTE 11 Income Taxes
Since 1995, the company has elected to be taxed as an S-Corporation where
income and loss passes through the shareholders. In 1998, with the addition
of nonresident shareholders, the company is converted to a C-Corporation
which pays income taxes at the corporate level.
Beginning 1998, the Company is part of a control group for income tax
purposes. There are no income tax liabilities for members of the group as of
December 31, 1998.
NOTE 12 Industry Regulations
The Company started a plant in Panama to assemble laser systems in 1997.
Under federal law, the providers cannot use the lasers unless they have been
certified by the Food and Drug Administration (FDA). Consequently, all
systems produced in the United States prior to September 1997 were
surrendered to the FDA. The loss in 1997 amounted to $ 126,985.
In December 1998, the Company entered into a Consent Decree with the FDA to
post a bond in the amount of $ 100,000 to secure the destruction of the
laser devices and compliance with regulations. In addition, the Company is
to deposit $ 100,000 into an escrow account to be maintained for a period of
five years. The escrow funds will be returned to the Company after that time
if no violations of the Federal Food, Drug & Cosmetic Act occur during the
five years. Mr. JT Lin, one of the shareholders, agreed to pay the above
$200,000 deposits on behalf of the Company as loans from shareholders (see
Note 14).
<PAGE>
NOTE 13 Commitments and Contingencies
PDI is defending a lawsuit filed by Pillar Point Partners for patent
infringement and the interference on the sale of excimer laser systems. Both
parties have entered a settlement negotiation in an attempt to resolve the
matter without further litigation. The settlement is estimated to be about
$ 40,000 according to the management.
NOTE 14 Subsequent Events
1. The $ 200,000 deposits described in Note 12 were paid by Mr. J T Lin in
January 1999.
2. In February 1999, the company entered into an Agreement to be merged with
SurgiLight, Inc., a Delaware Corporation. The Company expects to complete
the merger in March 1999. The shareholders of PDI were issued 8,125,000 shares
of SurgiLight common stock.
3. Surgilight, Inc. is in the process of merging with several related
businesses in the area of laser centers and optical electronic technology and
plans to go public in 1999.
<PAGE>
Rachel L. Siu
Certified Public Accountant
5100 Old Howell Branch Road
Winter Park, FL 32792
SurgiLight, Inc.
7055 University Blvd.
Winter Park, FL 32792
We have compiled the accompanying Statement of Assets, Liabilities and Equity
of SurgiLight, Inc. as of December 31, 1998 and related Statement of Revenues
and Expenditures for the four months then ended, in accordance with
statements on standards for accounting and review services issued by the
American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not
express and opinion or any other form of assurance on them.
/s/Rachel Siu
_____________
Rachel L. Siu
Winter Park, Florida
February 28, 1999
<PAGE>
SURGILIGHT, INC.
(PLANTATION VISION CENTER)
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
FOR THE FOUR MONTHS ENDED DECEMBER 31, 1998
<S> <C>
SALES $ 296,558
COST OF SALES 49,002
----------
Gross Profit 247,556
GENERAL AND ADMINISTRATIVE
EXPENSES 283,932
----------
Operating Income (Loss) (36,376)
OTHER INCOME/EXPENSES
INTEREST INCOME 701
----------
Net Income (Loss) $ (35,675)
==========
</TABLE>
See Accountant's Compilation Report and accompanying notes
<PAGE>
SURGILIGHT, INC.
(PLANTATION VISION CENTER)
BALANCE SHEET
(Unaudited)
FOR THE FOUR MONTHS ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS:
Cash $ 152,331
Accounts Receivables
Less Allowances for Doubtful Accounts 14,300
Inventory 23,059
Loans to Photon Data, Inc. 15,000
----------
TOTAL CURRENT ASSETS 204,690
----------
PROPERTY AND EQUIPMENT, at cost:
Clinical Equipment 85,365
Less accumulated depreciation (5,001)
----------
NET PROPERTY AND EQUIPMENT 80,364
----------
OTHER ASSETS
Deposit 380
----------
TOTAL ASSETS $ 285,434
==========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 87,053
STOCKHOLDERS' EQUITY:
Common Stock, $.0001 Par Value,
623,630 shares issued and outstanding 62
Paid In Capital 233,994
Deficit (35,675)
----------
TOTAL STOCKHOLDERS' EQUITY 198,381
----------
TOTAL LIABILITIES &
STOCKHOLDERS EQUITY $ 285,434
==========
</TABLE>
See Accountant's Compilation Report and accompanying notes
<PAGE>
SURGILIGHT, INC.
(PLANTATION VISION CENTER)
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
FOR THE FOUR MONTHS ENDED DECEMBER 31, 1998
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (35,675)
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
Depreciation 5,001
Increase (Decrease) in:
Receivables (14,300)
Inventory (23,059)
Deposits (380)
Accounts Payable 87,053
----------
Net cash provided (used) by
operating activities 18,640
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchases of equipment (85,365)
----------
Net cash provided (used) by
investing activities (85,365)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock 234,056
Loans to Photon Data, Inc. (15,000)
----------
Net cash provided (used) by
financing activities 219,056
----------
NET INCREASE (DECREASE) IN CASH 152,331
CASH,beginning of year 0
----------
CASH, end of year $ 152,331
==========
See Accountant's Compilation Report and accompanying notes
</TABLE>
<PAGE>
SURGILIGHT, INC.
(PLANTATION VISION CENTER)
STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
FOR THE FOUR MONTHS ENDED DECEMBER 31, 1998
<S> <C> <C> <C> <C>
Additional
Capital Paid In
Stock Capital Deficit Total
--------- --------- --------- ---------
Net Loss $ - $ - $ (35,675) $ (35,675)
Capital Contributions - 233,994 - 233,994
Common Stock 62 - - 62
--------- --------- --------- ---------
BALANCE,
December 31, 1998 $ 62 $ 233,994 $ (35,675) $ 198,381
========= ========= ========= =========
</TABLE>
See Accountant's Compilation Report and accompanying notes
<PAGE>
SURGILIGHT, INC.
(PLANTATION VISION CENTER)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 Nature of Business and Significant Accounting Policies
NATURE OF BUSINESS: SurgiLight, Inc. (SLI) was originally incorporated in
Florida in May 1998 and later merged with SurgiLight, Inc. that was
incorporated in Delaware in October 1998. The surviving company is
SurgiLight, Inc., Delaware.
The Company began its operation in September, 1998 after it acquired the
assets of Plantation Vision Center at Plantation, Florida and also the
sub-leasing agreement from LCA Vision, Inc. for an excimer laser system made
by VISX.
In February 1999, the Company entered an agreement to merge with Photon Data,
Inc. (PDI). The surviving company will be SurgiLight, Inc. The company
expects to complete the merger in March, 1999.
INVENTORIES: Inventories are stated at the lower of cost or market. Cost is
determined by the first-in, first-out (FIFO) method. Inventory consists
primarily of VISX key cards and Chiron microkeratome blades.
PROPERTY, EQUIPMENT AND DEPRECIATION: Property and equipment are stated at
cost. Depreciation is computed over the estimate useful lives of the assets
using straight line methods.
DEFERRED ASSETS: Deferred assets are being amortized over five years.
NOTE 2 Operating Leases
The company leases its premises and equipment under operating leases. Future
minimum rental payments for the uncancellable leases as of December 31, 1998
is as follows:
<TABLE>
<CAPTION>
<S> <C>
1999 $ 54,245
2000 56,405
2001 38,214
</TABLE>
Rental expense of $ 86,495 for 1998 under these leases are classified as
administrative expenses in the accompanying statement of income and loss.
NOTE 3 Accounts Receivable
The receivables were fully collected in 1999. Therefore, there was no
allowance for bad debts.
NOTE 4 Property and Equipment
<PAGE>
The depreciation expense of $5,001 was classified as administrative expense
in the accompanying statement of income and loss.
NOTE 5 Related Party Transactions
The Company loaned $15,000 to Photon Data, Inc. which is expected to merge with
the Company in March, 1999 (see Note 7).
NOTE 6 Capital Stocks
As of December 31, 1998, there are 623,630 Shares of $.0001 par value stock
issued and outstanding. The shareholders increased their capital to $234,056
which is net of the deferred offering costs.
NOTE 7 Income Taxes
For 1998, the Company is part of a control group for income tax purposes.
There are no income tax liabilities for members of the group as of December
31, 1998.
NOTE 8 Subsequent Events
1. In February 1999, the company entered into an agreement to merge with PDI.
The shareholders of PDI were issued 8,125,000 shares of SurgiLight common
stock.
2. Surgilight, Inc. is in the process of acquiring several related
businesses in the area of laser centers and optical electronic technology and
<PAGE>
(b) Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
2.0 Stock Exchange Agreement
2.1 Agreement of Merger
3.0 Certificate of Amendment of Certificate
of Incorporation (No. 1)
3.1 Certificate of Amendment of Certificate
of Incorporation (No. 2)
16.0 Letter from Former Certifying Accountant
(to be filed by amendment)
<PAGE>
Date: March 31, 1999
SurgiLight, Inc.
By: /s/J.T. Lin
--------------------------------
J.T. Lin, President and CEO
and Chairman of Board Directors
<PAGE>
EXHIBIT 2.0
STOCK EXCHANGE AGREEMENT
THIS AGREEMENT is made this 31 day of March, 1999, by and between
MAS Acquisition III Corp., a Delaware corporation ("MAS") and SurgiLight, Inc.,
a Delaware corporation ("SLI").
WITNESSETH:
WHEREAS, the total authorized capital stock of SLI consists of
11,000,000 shares of common stock, par value $0.0001 per share, of which
10,394,330 shares are issued and outstanding (Common Stock hereinafter
collectively referred to as the "SLI Shares"); and
WHEREAS, MAS desires to acquire all of the issued and outstanding
capital stock of SLI, or 10,394,330 shares of Common Stock ("SLI Shares") for
10,394,330 shares of common stock of MAS ("MAS Shares") by exchanging one
MAS Share for each SLI Shares; and
WHEREAS, SLI agrees to pay MAS Financial Corp. a finder's fee of one
hundred thousand dollars ($100,000) payable within three (3) days MAS clears
for trading on the OTC Bulletin Board.
WHEREAS, MAS Financial Corp. ("MASF") agrees to pay up to $65,000 in
merger related expenses primarily to SLI's accountant and attorney based on the
following conditions: The expenses are payable by MASF only after MASF has sold
at least 22,000 shares of SLI in the open market via the OTC Bulletin Board and
has received a minimum net proceed of $100,000. After MASF sold at least 10,000
shares of SLI and received a minimum of $50,000, MASF shall use the net proceed
of the sale of the next 12,000 shares of SLI to pay for up to $65,000 of the
above mentioned expenses.
WHEREAS, in reliance on and subject to the terms and conditions,
representations, warranties, covenants and agreements herein contained, SLI
desires to sell the SLI Shares to MAS, and MAS desires to purchase the
SLI Shares in a stock for stock exchange.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and for other good and value consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. PURCHASE AND SALE.
Section 1.1 AGREEMENT TO PURCHASE AND EXCHANGE. In reliance on and
subject to the terms, conditions, representations, warranties, covenants and
agreements herein contained, SLI shall assign, transfer and convey unto MAS,
and MAS shall purchase all of the SLI Shares in a tax free reorganization.
Section 1.2 PURCHASE PRICE. The aggregate purchase price for the SLI
Shares (the "Purchase Price") shall be 10,394,330 MAS Shares.
Section 1.3 CLOSING. The closing of the transaction contemplated in
this Agreement (the "Closing") shall take place at the offices of MAS
Acquisition III Corp., 1710 E. Division St., Evansville, Indiana 47711 on or
around the date first written above or at such other date, time or place as
shall be mutually acceptable to the parties (the "Closing Date").
Section 1.4 TRANSACTIONS AND DOCUMENTS AT AND AFTER CLOSING.
(a) At the Closing, SLI shall deliver to MAS certificates
representing 10,394,330 shares of SLI, duly endorsed for transfer.
(b) At the Closing, MAS shall deliver to SLI the 10,394,330
MAS Shares representing the Purchase Price for the SLI Shares,
calculated as set forth hereinabove, and bearing an appropriate legend
restricting transfer except as permitted under Rule 144 of the Securities Act of
1933, as amended.
(c) From time to time and at any time, at MAS's request,
whether on or after the Closing Date, and without further consideration, SLI
shall, at its own expense except as otherwise provided in this Agreement,
execute and deliver such further documents and instruments of conveyance
and transfer and shall take such further actions as may be necessary or
convenient, in the reasonable opinion of MAS, to transfer and convey to
MAS, all of its right, title and interest in and to the SLI Shares, free and
clear of any lien or adverse claim.
(d) From time to time and at any time, at SLI's request, whether on or
after the Closing Date, and without further consideration, MAS shall, at its
own expense except as otherwise provided in this Agreement, execute and deliver
such further documents and instruments of conveyance and transfer and shall take
such further actions as may be necessary or convenient in the reasonable opinion
of SLI, to transfer and convey to SLI, all of its right, title and interest in
and to the MAS Shares free and clear of any lien or adverse claim.
2. ADDITIONAL AGREEMENTS.
Section 2.1 MAS'S ACCESS AND INSPECTION. SLI has allowed and shall
allow MAS and its authorized representatives full access during normal
business hours from and after the date hereof and prior to the Closing Date to
all of SLI's properties, books, contracts, commitments and records for the
purpose of making such investigation as MAS may desire, and SLI shall
furnish MAS such information concerning SLI's affairs as MAS may
request. SLI has caused and shall cause SLI's personnel to assist MAS in
making such investigation and shall cause the counsel, accountants, engineers
and other non-employee representatives of SLI to be reasonably available to
MAS for such purposes.
Section 2.2 SLI'S ACCESS AND INSPECTION. MAS shall allow SLI and its
authorized representatives access during normal business hours from and after
the date hereof and prior to the Closing Date to such of MAS's properties,
books, contracts, commitments and records as SLI may reasonably request for the
purpose of determining the financial condition of MAS. MAS shall cause
MAS's personnel to assist SLI in making such investigation and shall cause
the counsel, accountants, engineers and other non-employee representatives of
MAS to be reasonably available to SLI for such purposes.
Section 2.3 COOPERATION. The parties shall cooperate fully with each other
and with their representatives, counsel and accountants in connection with any
steps required to be taken as part of their respective obligations under this
Agreement, and will use their best efforts to consummate the transactions
contemplated hereby and fulfill their obligations hereunder.
Section 2.4 EXPENSES. All of the expenses incurred by MAS in
connection with the authorization, preparation, execution and performance of
this Agreement by MAS, including without limitation all fees and expenses of
agents, representatives, counsel and accountants for MAS, shall be paid by
MAS. All expenses incurred by SLI in connection with the authorization,
preparation, execution and performance of this Agreement, including without
limitation all fees and expenses of agents, representatives, counsel and
accountants, shall be paid by SLI.
Section 2.5 BROKERS. Each party hereto jointly and severally represents
and warrants that no broker or finder other than MAS Financial Corp. has acted
on its behalf in connection with this Agreement or the transactions contemplated
herein and each party shall indemnify the other and save it harmless from any
claim or demand for commission or other compensation by any broker, finder or
similar agent claiming to have been employed by or on behalf of such party.
3. REPRESENTATIONS AND WARRANTIES OF SLI.
SLI represents, covenants and warrants to MAS as follows:
Section 3.1 CORPORATE EXISTENCE/STANDING/AUTHORITY. SLI is a corporation
duly organized, validly existing and in good standing under the laws of Florida
and has the corporate power and authority to own, operate and lease its
respective properties, to carry on its business as now being conducted, and to
enter into this Agreement and to carry out the transactions contemplated hereby.
SLI is duly qualified to do business and is in good standing in each
jurisdiction where the failure to qualify would have a material adverse affect
on it. SLI has delivered to MAS or its counsel true and correct copies of
the articles of incorporation and by-laws of SLI, together with any amendments
thereto.
Section 3.2 SHARES OF STOCK. All issued and outstanding shares of capital
stock of SLI have been duly authorized and validly issued and are fully paid and
nonassessable. There is no subscription, option, warrant, call, right, contract,
commitment, understanding or arrangement relating to the issuance, sale or
transfer by SLI of any shares of its capital stock, including any right of
conversion or exchange under any outstanding security or other instrument.
Section 3.3 AUTHORITY. SLI has the full right and authority to enter into
and fully perform this Agreement and all other agreements and documents to be
delivered to MAS in connection herewith. All actions required to be taken by
SLI to authorize the execution, delivery and performance of this Agreement and
all other agreements and documents to be delivered in connection herewith have
been or will by the Closing Date be properly taken. This Agreement constitutes
the valid and binding obligation of SLI. Neither the execution and delivery of
this Agreement and all other agreements and documents executed in connection
herewith nor the consummation of the transactions contemplated hereby nor the
performance of this Agreement and all other agreements and documents executed in
connection herewith will (1) conflict with or result in a breach of any
provision of the certificate of incorporation or by-laws of SLI, (2) violate,
conflict with, or result in a breach of any provision of, or constitute a
default (or an event which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination or in a right of
termination or cancellation of, or accelerate the performance or the payment of
money required by, or result in the creation of any lien, security interest,
charge or encumbrance upon any of SLI's properties under any of the terms,
conditions or provisions of any loan agreement, note, bond, mortgage, indenture,
lease, agreement or other instrument or commitment to which SLI is a party, or
by which SLI or its properties may be bound or affected or (3) violate any
order, writ, injunction, decree, judgment, or ruling of any court or
governmental authority specifically applicable to SLI or any of its properties.
Section 3.4 NO VIOLATION. Except as set forth on Schedule 3.4, to the best
knowledge of SLI, SLI has complied with all rules, regulations, codes and laws
affecting its business and operations and is not in default under, or in
violation of, any provision of any federal, state or local rule, regulation,
code or law nor has SLI been given notice of any such default or violation.
Section 3.5 LICENSES AND RIGHTS. SLI possesses all franchises, easements,
licenses, permits and other authorizations from governmental or regulatory
authorities and from all other persons or entities that are necessary to permit
it to engage in its business as presently conducted in and at all locations and
places where it is presently operating. Such franchises, licenses, permits and
other authorizations are set forth on Schedule 3.5.
Section 3.6 CONSENTS. Except as set forth on Schedule 3.6 hereto, no
approval or consent of any person, firm or other entity or body is required to
be obtained by SLI for the authorization of this Agreement or the consummation
by SLI of the transactions contemplated hereby.
Section 3.7 NO DEFAULTS. Except as set forth on Schedule 3.7, to the best
knowledge of SLI, no default (or event which with the passage of time or the
giving of notice or both would become a default) exists or is alleged to exist
with respect to the performance of any material obligation of SLI under the
terms of any material indenture, license, mortgage, deed of trust, lease, note,
guaranty or other contract or instrument, including, but not limited to, any
contract set forth on Schedule 3.17, to which SLI is a party or to which its
assets are subject, or by which it is otherwise bound, and no such default or
event exists or is alleged to exist with respect to the performance of any
obligation of any other party thereto.
Section 3.8 FINANCIAL STATEMENTS. MAS has been or will be furnished
with the audited financial statements of SLI (the "Financial Statements"). The
Financial Statements were prepared in accordance with generally accepted
accounting principles and present fairly and accurately the information set
forth therein.
Section 3.9 ABSENCE OF CERTAIN CHANGES. Except as set forth on Schedule
3.9 hereto, since December 31, 1998, SLI has actively conducted its business in
the ordinary and regular course. Since that date, there has not been any
material adverse change in the condition (financial or otherwise), results of
operations, assets, liabilities, properties, business or prospects of SLI nor
is any event threatened which would cause such an adverse change, nor has there
occurred any event or governmental regulation or order restricting the business
of SLI.
Section 3.10 FACILITIES AND EQUIPMENT. The personal property owned or
leased by SLI at its facility for the operation of, or used in, its business is
in its possession or under its control and is adequate for the operation of
such business as presently conducted.
Section 3.11 TITLE TO ASSETS. Except as set forth on Schedule 3.11 or in
the Financial Statements, SLI has good, valid and marketable title to all of
its real property and leasehold estates and good and valid title to all of its
other assets (tangible and intangible), including, but not limited to, all
leasehold improvements and equipment and all other properties and assets
reflected or required to be reflected in the Financial Statements and all
properties and assets purchased or leased by it since the dates of such
Financial Statements (except for properties and assets so reflected or required
to be reflected which have been sold or otherwise disposed of in the ordinary
course of business), subject to no liens, pledges, encumbrances, mortgages,
security interests, charges or other similar restrictions of any nature
whatsoever. Except as set forth on Schedule 3.11, SLI enjoys peaceful and quiet
possession of its properties and assets pursuant to or by all of the deeds,
bills of sale, leases, licenses and other agreements under which it is
operating its business.
Section 3.12 ABSENCE OF UNDISCLOSED LIABILITIES. SLI does not have any
material liabilities or obligations, either accrued or unaccrued, fixed or
contingent, which have not been reflected in the Financial Statements or set
forth on Schedule 3.12 hereof.
Section 3.13 LITIGATION. Schedule 3.13 hereof sets forth a list of all
administrative or judicial proceedings to which SLI is a party. Except as set
forth on Schedule 3.13, there is no action, suit, claim, demand, arbitration or
other proceeding, administrative or judicial, pending or, to the best knowledge
of SLI, threatened against or relating to SLI which, if adversely determined or
resolved, would materially and adversely affect the financial condition,
results of operations, business or prospects of SLI.
Section 3.14 PATENTS AND TRADEMARKS.
(a) Except as set forth on Schedule 3.14(a), SLI does not own, or operate
under, any patent, trademark or service mark or any applications therefor. All
trade names (including those whose use is limited to one or more states of the
United States) owned or used by SLI are listed on Schedule 3.14 hereof and, to
the extent indicated therein, have been duly registered with the states of
the United States or the corresponding offices of other countries. Except as set
forth on Schedule 3.14, SLI is the sole and exclusive owner of, or has the sole
and exclusive power with respect to, or has the sole and exclusive right to use,
the trade names specified on Schedule 3.14.
(b) Except as set forth on Schedule 3.14(b) hereof, SLI has not ever
been charged with infringement or violation of any adversely held trademark,
trade name or copyright.
(c) Except as set forth on Schedules 3.14(a) and 3.14(b), there no
claims or demands of any other person, firm or corporation pertaining to the
trade names, copyright registrations or pending copyright registration
applications, as the case may be, listed on such schedules, and no proceedings
have been instituted which challenge the right of SLI in respect thereof.
Section 3.15 EMPLOYEE BENEFITS.
(a) Schedule 3.15 hereof contains a list of (i) each pension,
profit sharing, bonus, deferred compensation, or other retirement plan or
arrangement for the benefit of any employee or group of employees of SLI or any
independent contractors or group of independent contractor of SLI, (ii) each
medical, health, disability, insurance or other plan or arrangement of SLI, and
(iii) each employee stock option plan or other plan providing for the purchase
of shares of capital stock of SLI. All of such plans and arrangements of SLI are
referred to herein as the "employee benefit plans".
(b) The amounts reflected in the Financial Statements as liabilities or
contingent liabilities with respect to employee benefit plans have been
calculated In accordance and compliance with applicable law, including
accounting principles relating thereto.
(c) All of the employee benefit plans maintained by SLI (and each
funding medium which may be attendant thereto) are in compliance with applicable
law and all reporting and disclosure requirements under applicable laws and
regulations, and have been administered and operated in accordance with their
respective provisions and applicable law. There are no actions, suits or claims
(other than routine claims for benefits) pending with respect to the employee
benefit plans.
(d) SLI has filed, published and disseminated all reports, documents,
statements and communications which are required to be filed, published or
disseminated under applicable law and the rules and regulations promulgated
thereunder relating to, and have timely made all modifications and amendments
to, the employee benefit plans.
Section 3,16 TAXES AND TAX RETURNS. SLI has duly filed all income,
franchises and other tax returns and reports required to be filed by it and has
duly paid or made provisions for the payment of all taxes (including any
interest or penalties) which are due and payable pursuant to such returns. SLI
has withheld proper and accurate amounts from their employees' compensation in
substantial compliance with all withholding and similar provisions of applicable
law. There are and will hereafter be no tax deficiencies (including penalties
and interest) of any kind assessed against SLI with respect to any period ending
on or before the Closing Date.
Section 3.17 CONTRACTS. SLI has heretofore furnished to MAS or its
counsel true and complete copies of each document, and a written description of
each oral contact, set forth on Schedule 3.17 hereof. Schedule 3.17 is a true
and complete list of all contracts, understandings, commitments, arrangements
and agreements of the following types, including all amendments thereto to which
SLI is a party:
(a) Contracts relating to equipment purchases, or series of similar
equipment purchases from the same supplier, involving an expenditure of, or if
in a series, expenditures in the aggregate of, more than twenty-five thousand
dollars ($25,000);
(b) Bonus, incentive, pension, profit-sharing, hospitalization,
insurance, deferred compensation, retirement, stock option or stock purchase
plans or similar plans providing employee benefits;
(c) Factoring, loan, note, financing or similar contracts with any
lenders or guarantees of undertakings to answer for the debts or defaults of
another, or any contracts encumbering title to any properties, involving in each
case, or if in a series involving the same lender, guarantor or property, as the
case may be, In the aggregate, at least twenty-five thousand dollars ($25,000);
(d) contracts for the acquisition or disposition of a business or
substantially all of the property, assets or capital stock or other securities
of a business or company under which there are continuing or unperformed
obligations on the part of any of the parties hereto, which contracts in each
case involve at least twenty-five thousand dollars ($25,000);
(e) Conditional sales contracts, leases of personal property or
contracts for the purchase or sale of real or personal property, involving in
each case at least twenty-five thousand dollars ($25,000);
(f) Management or consulting contracts, involving in each case, or
with respect to any individual in the aggregate, at least twenty-five thousand
dollars ($25,000);
(g) Contracts for the furnishing of services or products to or by SLI,
involving an expenditure in each case of at least twenty-five thousand dollars
($25,000);
(h) Royalty or licensing contracts or contracts requiring similar
payments to unrelated parties individually, or with respect to any unrelated
party in the aggregate, involving or which reasonably may in the future involve
an amount in excess of twenty-five thousand dollars ($25,000) annually;
(i) All employment agreements between SLI and any of its employees; and
(j) All agreements, contracts and commitments not listed on any other
schedule hereto which individually involve the payment of twenty-five thousand
dollars ($25,000) or more.
Except as set forth on Schedule 3.17, all such contracts,
understandings, commitments, arrangements and agreements are in full force and
effect.
Section 3.18 COLLECTIVE BARGAINING AGREEMENTS. Schedule 3.18 hereof is
a list of all collective bargaining agreements with any labor organization to
which SLI is a party. The relations of SLI with its employees are good and there
are no impending labor difficulties.
Section 3.19 INSURANCE. SLI is insured by insurers unaffiliated with
SLI or SLI with respect to its properties and the conduct of its business in
such amounts and against such risks as are generally and prudently maintained
for comparable businesses and consistent with its past practice
Section 3.20 REAL PROPERTY.
(a) Schedule 3.20 hereof sets forth a true and complete list of (i) all
real property owned by SLI and (ii) all real property leases to which SLI is a
party. SLI has heretofore furnished to MAS or its counsel true and complete
copies of each written contract and a written description of each oral contract
relating to the list set forth on Schedule 3.20.
(b) With respect to the leases described on Schedule 3.20, except as
setforth on Schedule 3.20;
(i) "All such leases are in writing and duly executed, and, where
required, witnessed, acknowledged and recorded to make them valid and binding
and in full force and effect for the full term thereof, and none have been
modified;
(ii) The rental set forth in each such lease is the actual rental
being paid, and there are no separate agreements or understandings with respect
to the same not set forth in Schedule 3.20;
(iii) The lessee under each such lease has the full right to
exercise any renewal option contained therein and upon due exercise will be
entitled to enjoy the use of the premises for the full term of such renewal
option;
(iv) Upon performance by the lessee of the terms of each such
lease, the lessee has the full right to enjoy the use of the premises demised
thereunder for the full term thereof; and
(v) Except as set forth on Schedule 3.20, all security deposits
required by such leases have been made and no forfeiture with respect thereto
claimed in whole or in part, by any of the lessors.
Section 3.21 MATERIAL MISSTATEMENTS OR OMISSIONS. No representations or
warranties made by SLI under this Agreement or in any certificate, schedule or
other document furnished to be furnished to MAS or its counsel pursuant
hereto, or in connection with the transactions contemplated by this Agreement,
contains or will contain any untrue statement of a material fact, or omits or
will omit to state a material fact necessary to make the statements of fact
contained therein not misleading.
4. REPRESENTATIONS AND WARRANTIES OF MAS.
MAS represents, covenants and warrants to SLI as follows:
Section 4.1 CORPORATE EXISTENCE/STANDING/AUTHORITY. MAS is a
corporation duly organized, validly existing and in good standing under the laws
of Indiana and has the corporate power and authority to own, operate and lease
its respective properties, to carry on its business as now being conducted, and
to enter into this Agreement and to carry out the transactions contemplated
hereby. MAS is duly qualified to do business and is in good standing in each
jurisdiction were the failure to qualify would have a material adverse affect on
it. MAS has delivered to SLI or its counsel true and correct copies of the
articles of incorporation and by-laws of MAS, together with any amendments
thereto.
Section 4.2 SHARES OF STOCK. MAS has authorized 80,000,000 shares of
common stock of which there are presently issued and outstanding 8,605,670
shares of common stock. MAS will cancel 7,500,000 shares on the date of merger
which will reduce total number of shares issued and outstanding to 1,105,670.
None of the 20,000,000 shares of preferred stock is issued and outstanding. All
issued and outstanding shares of capital stock of MAS have been duly authorized
and validly issued and are fully paid and nonassessable. There is no
subscription, option, warrant, call, right, contract commitment, understanding
or arrangement relating to the issuance, sale or transfer by MAS of any shares
of its capital stock, including any right of conversion or exchange under any
outstanding security or other instrument.
Section 4.3 - AUTHORITY. MAS has the full right and authority to enter
into and fully perform this Agreement and all other agreements and documents
to be delivered to SLI in connection herewith. All actions required to be
taken by MAS to authorize the execution, delivery and performance of this
Agreement and all other agreements and documents to be delivered in connection
herewith have been or will by the Closing Date be properly taken. This Agreement
constitutes the valid and binding obligation of MAS. Neither the execution
and delivery of this Agreement and all other agreements and documents executed
in connection herewith nor the consummation of the transactions contemplated
hereby nor the performance of this Agreement and all other agreements and
documents executed in connection herewith will (1) conflict with or result in a
breach of any provision of the certificate of incorporation or by-laws of
MAS, (2) violate, conflict with, or result in a breach of any provision of,
or constitute a default (or an event which, with notice or lapse of time or
both, would constitute a default) under, or result in the termination or in a
right of termination or cancellation of, or accelerate the performance or the
payment of money required by, or result in the creation of any lien, security
interest, charge or encumbrance upon any of MAS's properties under any of
the terms, conditions or provisions of any loan agreement, note, bond, mortgage,
indenture, lease, agreement or other instrument or commitment to which MAS
is a party, or by which MAS or its properties may be bound or affected or
(3) violate any order,' writ, injunction, decree, judgment, or ruling of any
court or governmental authority specifically applicable to MAS or any of its
properties.
Section 4.4 NO VIOLATION. Except as set forth on Schedule 4.4, to the best
knowledge of MAS, MAS has complied with all rules, regulations, codes
and laws affecting its business and operations and is not in default under, or
in violation of, any provision of any federal state or local rule, regulation,
code or law nor has MAS been given notice of any such default or violation.
Section 4.5 LICENSES AND RIGHTS. MAS possesses all franchises,
easements, licenses, permits and other authorizations from governmental or
regulatory authorities and from all other persons or entities that are necessary
to permit it to engage in its business as presently conducted in and at all
locations and places where it is presently operating. Such franchises, licenses,
permits and other authorizations are set forth on Schedule 4.5.
Section 4.6 CONSENTS. Except as set forth on Schedule 4.8 hereto, no
approval or consent of any person, firm or other entity or body is required to
be obtained by MAS for the authorization of this Agreement or the
consummation by MAS of the transactions contemplated hereby.
Section 4.7 NO DEFAULTS. Except as set forth on Schedule 4.7, to the best
knowledge of MAS, no default (or event which with the passage of time or the
giving of notice or both would become a default) exists or is alleged to exist
with respect to the performance of any obligation of MAS under the terms of
any indenture, license, mortgage, deed of trust, lease, note, guaranty or other
contract or instrument, including, but not limited to, any contract set forth on
Schedule 4.17, to which MAS is a party or to which its assets are subject,
or by which it is otherwise bound, and no such default or event exists or is
alleged to exist with respect to the performance of any obligation of any other
party thereto.
Section 4.8 FINANCIAL STATEMENTS. SLI has been or will be furnished with
audited financial statements of MAS for the year ended December 31, 1998,
(the "Financial Statements"). The Financial Statements were prepared in
accordance with generally accepted accounting principles applied on a basis
consistent with prior periods and as of their date of issuance were or will be
true, correct and complete all material respects and present fairly and
accurately the information set forth therein.
Section 4.9 ABSENCE OF CERTAIN CHANGES. Except as set forth on Schedule
4.9 hereto, since December 31. 1998, MAS has actively conducted its business
in the ordinary and regular course. Since that date, there has not been any
material adverse change in the condition (financial or otherwise), results of
operations, assets, liabilities, properties, business or prospects of MAS nor
is any event threatened which would cause such an adverse change, nor has there
occurred any event or governmental regulation or order restricting the business
of MAS.
Section 4.10 FACILITIES AND EQUIPMENT. MAS does not own any personal
property owned or leased any facility for its operation.
Section 4.11 TITLE TO ASSETS. MAS does not own any tangible property.
Section 4.12 ABSENCE OF UNDISCLOSED LIABILITIES. MAS does not have
any material liabilities or obligations, either accrued or unaccrued, fixed or
contingent, which have not been reflected in the Financial Statements or set
forth on Schedule 4.12 hereof, or which exceed in the aggregate $5,000.
Section 4.13 LITIGATION. Schedule 4.13 hereof sets forth a list of all
administrative or judicial proceedings to which MAS is a party. Except as
set forth on Schedule 4.13, there is no action, suit, claim, demand, arbitration
or other proceeding, administrative or judicial, pending or, to the best
knowledge of MAS, threatened against or relating to MAS which, if adversely
determined or resolved, would materially and adversely affect the financial
condition, results of operations, business or prospects of MAS.
Section 4.14 PATENTS AND TRADEMARKS.
(a) Except as set forth on Schedule 4.14(a), MAS does not own, or
operate under, any patent, trademark or service mark or any applications
therefor. All trade names (including those whose use is limited to one or more
states of the United States) owned or used by MAS are listed on Schedule
4.14 hereof and, to the extent indicated therein, have been duly registered with
the states of the United States or the corresponding offices of other countries.
Except as set forth on Schedule 4.14, MAS is the sole and exclusive owner
of, or has the sole and exclusive power with respect to, or has the sole and
exclusive right to use, the trade names specified on Schedule 4.14.
(b) Except as set forth on Schedule 4.14(b) hereof, MAS has not
ever been charged with infringement or violation of any adversely held
trademark, trade name or copyright.
(c) Except as set forth on Schedules 4.14(a) and 4.14(b), there are no
claims or demands of any other person, firm or corporation pertaining to the
trade names, copyright registrations or pending copyright registration
applications, as the case may be, listed on such schedules, and no proceedings
have been instituted which challenge the right of MAS in respect thereof.
Section 4.15 EMPLOYEE BENEFITS.
(a) Schedule 4.15 hereof contains a list of (i) each pension, profit
sharing, bonus, deferred compensation, or other retirement plan or arrangement
for the benefit of any employee or group of employees of MAS or any
independent contractors or group of independent contractor of MAS, (ii) each
medical, health, disability, insurance or other plan or arrangement of MAS,
and (iii) each employee stock option plan or other plan providing for the
purchase of shares of capital stock of MAS. All of such plans and
arrangements of MAS are referred to herein as the "employee benefit plans".
(b) The amounts reflected in the Financial Statements as liabilities or
contingent liabilities with respect to employee benefit plans have been
calculated in accordance and compliance with applicable law, including
accounting principles relating thereto.
(c) All of the employee benefit plans maintained by MAS (and each
funding medium which may be attendant thereto) are in compliance with applicable
law and all reporting and disclosure requirements under applicable laws and
regulations, and have been administered and operated in accordance with their
respective provisions and applicable law. There are no actions, suits or claims
(other than routine claims for benefits) pending with respect to the employee
benefit plans.
(d) MAS has filed, published and disseminated all reports,
documents, statements and communications which are required to be filed,
published or disseminated under applicable law and the rules and regulations
promulgated thereunder relating to, and have timely made all modifications and
amendments to, the employee benefit plans.
Section 4.16 TAXES AND TAX RETURNS. MAS has duly filed all income,
franchise and other tax returns and reports required to be filed by it and has
duly paid or made provision for the payment of all taxes (including any interest
or penalties) which are due and payable pursuant to such returns. MAS has
withheld proper and accurate amounts from their employees' compensation in
substantial compliance with all withholding and similar provisions of applicable
law. There are and will hereafter be no tax deficiencies (including penalties
and interest) of any kind assessed against MAS with respect to any period
ending on or before the Closing Date.
Section 4.17 CONTRACTS. MAS has heretofore furnished to SLI or its
counsel true and complete copies of each document, and a written description of
each oral contact, set forth on Schedule 4.17 hereof. Schedule 4.17 is a true
and complete list of all contracts, understandings, commitments, arrangements
and agreements of the following types, including all amendments thereto to which
MAS is a party:
(a) Contracts relating to equipment purchases, or series of similar
equipment purchases from the same supplier, involving an expenditure of, or if
in a series, expenditures in the aggregate of, more than $25,000;
(b) Bonus, incentive, pension, profit-sharing, hospitalization,
insurance, deferred compensation, retirement, stock option or stock purchase
plans or similar plans providing employee benefits;
(c) Factoring, loan, note, financing or similar contracts with any
lenders or guarantees of undertakings to answer for the debts or defaults of
another, or any contracts encumbering title to any properties, involving in each
case, or if in a series involving the same lender, guarantor or property, as the
case may be, in the aggregate, at least $25,000;
(d) Contracts for the acquisition or disposition of a business or
substantially all of the property, assets or capital stock or other securities
of a business or company under which there are continuing or unperformed
obligations on the part of any of the parties hereto, which contracts in each
case involve at least $25,000;
(e) Conditional sales contracts, leases of personal property or
contracts for the purchase or sale of real or personal property, involving in
each case at least twenty-five thousand dollars ($25,000);
(f) Management or consulting contracts, involving in each case, or with
respect to any individual in the aggregate, at least twenty-five thousand
dollars ($25,000);
(g) Contracts for the furnishing of services or products to or by
MAS, involving an expenditure in each case of at least twenty-five thousand
dollars ($25,000);
(h) Royalty or licensing contracts or contracts requiring similar
payments to unrelated parties individually, or with respect to any unrelated
party in the aggregate, involving or which reasonably may in the future involve
an amount in excess of twenty-five thousand dollars ($25,000) annually;
(i) All employment agreements between MAS and any of its employees;
and
(j) All agreements, contracts and commitments not listed on any other
schedule hereto which individually involve the payment of twenty-five thousand
dollars ($25,000) or more.
Except as set forth on Schedule 4.17, all such contracts,
understandings, commitments, arrangements and agreements are in full force and
effect.
Section 4.18 COLLECTIVE BARGAINING AGREEMENTS Schedule 4.18 hereof is a
list of all collective bargaining agreements with any labor organization to
which MAS is a party. The relations of MAS with its employees are good
and there are no impending labor difficulties.
Section 4.19 INSURANCE. MAS has no insurance policy.
Section 4.20 REAL PROPERTY.
(a) MAS does not own nor lease any real property.
Section 4.20 MATERIAL MISSTATEMENTS OR OMISSIONS. No
representations or warranties made by MAS under this Agreement or in any
certificate, schedule or other document furnished or to be furnished to SLI or
its counsel pursuant hereto, or in connection with the transactions contemplated
by this Agreement, contains or will contain any untrue statement of a material
fact, or omits or will omit to state a material fact necessary to make the
statements of fact contained therein not misleading.
5. COVENANTS AND TRANSACTIONS PRIOR TO CLOSING
Section 5.1 CONDUCT AND TRANSACTIONS OF SLI PRIOR TO THE CLOSING.
Between the date of this Agreement and the Closing, the executive officers and
board of directors of SLI shall retain full control of the management and
business thereof. In order to assure protection and preservation of SLI's
business as well as SLI's performance of its obligations under and related to
this Agreement, SLI agrees that from the date of this Agreement up to and
including the Closing;
(a) SLI shall give MAS, its counsel, accountants, appraisers
and other representatives or experts retained by MAS full access on
reasonable notice to all the premises and books, records and personnel of SLI
during normal business hours and cause SLI to furnish to MAS such financial
and operating data and other information with respect to the business and
properties of SLI as MAS may from time to time reasonably request. In the
event of termination of this Agreement for any reason, MAS will return all
documents, work papers and other materials obtained from SLI or SLI and will not
further disclose to third parties any confidential information obtained by it
pursuant hereto.
(b) SLI shall use all reasonable efforts to (i) preserve intact
the present business organization and personnel of SLI, (ii) preserve the
present goodwill and advantageous relationships of SLI with all persons having
business dealings with SLI, and (iii) preserve and maintain in force all
licenses, certificates, leases, contracts, permits, registrations, franchises,
confidential trade names and copyrights, and applications for any of same,
bonds and other similar rights of SLI. Except as otherwise provided in this
Agreement, SLI shall refrain from entering into any new employment or consulting
agreements with any of its present officers, management personnel or
consultants, or any other employment or consulting agreement with any other
person, not terminable by SLI on less than thirty (30) days' notice. SLI shall
maintain in force all property, casualty, crime, life, directors, officers and
other forms of insurance and bonds which it presently carries and, except with
the written consent of MAS, no cancellation or assignment of existing
insurance coverage will be effected by SLI.
(c) MAS shall operate its business only in the usual, regular
and ordinary course and manner, and, except with the written consent of MAS,
shall refrain from (i) selling or agreeing to sell any capital stock, or (ii)
except in the ordinary course of business, encumbering or mortgaging any
property or assets or terminating or modifying any lease or incurring any
obligation (contingent or otherwise).
(d) SLI or SLI shall not discuss or negotiate with any third
party a possible sale of all or any part of the capital shares or assets of SLI,
nor provide any information to any third party with respect thereto, other than
such Information which is provided in the ordinary course of the business
operation of SLI to third parties, provided SLI has no reason to believe that
such information may be utilized to evaluate a possible sale of the capital
shares or assets of SLI.
(e) SLI will exert its best efforts to fulfill in a timely manner
all objectives and conditions to permit consummation of the transactions as
contemplated by this Agreement and execute and deliver to MAS any and all
documents necessary, in the reasonable opinion of its counsel, to consummate the
transactions contemplated by this Agreement.
Section 5.2 CONDUCT BY MAS PRIOR TO CLOSING. Between the date
of this Agreement and the Closing Date, MAS shall use its best efforts to
fulfill in a timely manner all objectives and conditions to permit consummation
of the transactions as contemplated by this Agreement and execute and deliver to
SLI any and all documents necessary, in the reasonable opinion of its counsel,
to consummate the transactions contemplated by this Agreement.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF MAS
The obligations of MAS under this Agreement are, at its option,
subject to satisfaction of the following conditions at or prior to the Closing:
Section 6.1 REPRESENTATIONS OF SLI. The representations and
warranties of SLI set forth in this Agreement shall be true and complete in all
material respects on and as of the Closing to the same extent and with the same
force and effect as if made on such date, except as expressly provided to the
contrary in this Agreement.
Section 6.2 CONSENTS. All necessary approvals or consents shall have been
obtained from any and all federal departments and agencies and from all other
commissions, boards, agencies and from any other person, firm or entity whose
approval or consent is necessary to the consummation of the transactions
contemplated by this Agreement.
Section 6.3 PERFORMANCE BY SLI. SLI shall have duly performed all
obligations, covenants and agreements undertaken by them herein and complied
with all terms and conditions applicable to them hereunder to be performed and
complied with prior to the Closing.
Section 6.4 DOCUMENTS TO BE DELIVERED TO MAS. MAS shall have
received:
(a) A certificate, dated as of the Closing and executed by SLI
certifying as to the fulfillment of the matters contained in Sections 6.1, 6.2
and 6.3;
(b) True and complete copy of the certificates of incorporation
of SLI, certified by the Secretary of State of Australia or similar office of
competent jurisdiction, and of the by-laws of SLI, together with all amendments
thereto, certified by the Secretary of SLI;
(c) Good standing certificate for SLI, certified by the Secretary
of State of Delaware;
(d) Certificates representing 10,394,330 of the SLI Shares, duly
endorsed for transfer, and SLI shall have received the MAS Shares, duly
endorsed for transfer. All such shares shall be subject to Rule 144 legend.
Section 6.5 SUITS. No suit, action or other proceeding shall be threatened
or pending before any court or governmental agency in which it will be or it is
sought to restrain or prohibit or to obtain damages or other relief in
connection with this Agreement or the consummation of the transactions
contemplated by this Agreement or which is likely to materially and adversely
affect the financial condition, results of operations, business or prospects of
SLI.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF SLI
The obligations of SLI under this Agreement are, at its option, subject to
satisfaction of the following conditions at or prior to the initial Closing:
Section 7.1 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of MAS set forth in this Agreement shall be true and complete in
all material respects on and as of the Closing to the same extent and with the
same force and effect as if made on such date, except as affected by the
transactions contemplated by this Agreement.
Section 7.2 CONSENTS. All necessary approvals or consents shall have been
obtained from any and all federal departments and agencies and from all other
commissions, boards, agencies and from any other person, firm or entity whose
approval or consent is necessary to the consummation of the transactions
contemplated by this Agreement.
Section 7.3 PERFORMANCE BY MAS. MAS shall have duly performed all
obligations, covenants and agreements undertaken by it herein and complied with
all the terms and conditions applicable to them hereunder to be performed or
complied with prior to the Closing.
Section 7.4 DOCUMENTS TO BE DELIVERED TO SLI. SLI shall have received:
(a) certificate dated as of the Closing, and executed by an
officer of MAS, certifying as to the fulfillment of the matters contained in
Sections 7.1, 7.2 and 7.3;
(b) Certificates representing the MAS Shares, duly endorsed
for transfer, and MAS shall have received 10,394,330 of the SLI Shares, duly
endorsed for transfer.
(c) True and complete copies of the certificate of incorporation
of MAS and of the by-laws of MAS, together with all amendments thereto,
certified by the Secretary of MAS;
(d) True and correct copies of Minutes of the Board of Directors
authorizing the officers and the Company to consummate the transaction.
Section 7.5 SUITS. No suit, action or other proceeding shall be threatened
or pending before any court or governmental agency in which it will be or it is
sought to restrain or prohibit or to obtain damages or other relief in
connection with this Agreement or the consummation of the transactions
contemplated by this Agreement.
8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION
Section 8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Notwithstanding
the closing of the transactions contemplated by this Agreement, or any
investigation made by or on behalf of SLI or MAS, the representations
and warranties of SLI or MAS contained in this Agreement or in any
certificate, schedule, chart, list, letter, compilation or other document
delivered pursuant hereto, shall survive the Closing for a period of one (1)
year; provided, however, that as to any breach of, or misstatement in, any such
representation or warranty as to which one party has given notice to the other
on or prior to the expiration of such one (1) year period, the same shall
continue to survive beyond said period, but only as to the matters contained in
such notice.
Section 8.2 SLI's INDEMNIFICATION. SLI covenants and agrees to indemnify
and save harmless MAS and its directors, officers, employees and agents from
any and all costs, expenses, losses, damages and liabilities incurred or
suffered directly or directly by any of them (including reasonable legal fees
and costs) proximately resulting from or attributable to the breach of, or
misstatement in, any one or more of the representations or warranties of SLI
made in or pursuant to this Agreement.
Section 8.3 MAS'S INDEMNIFICATION. MAS covenants and agrees to
indemnify and save harmless SLI and its directors, officers, employees and
agents from any and all costs, expenses, losses, damages and liabilities
incurred or suffered by any of them (including reasonable legal fees and costs)
proximately resulting from or attributable to the breach of, or misstatement in,
any one or more of the representations or warranties of MAS made in or
pursuant to this Agreement.
Section 8.4 DEFENSE AGAINST ASSERTED CLAIMS. If any claim or assertion of
liability is made or asserted by a third party against a party indemnified
pursuant to this Article 8 ("Indemnified Party") based on any liability or
absence of right which, if established, would constitute a matter for which the
Indemnified Party would be entitled to indemnification by another party hereto
("the Indemnifying Party") the Indemnified Party shall with reasonable
promptness give to the Indemnifying Party written notice of the claim or
asserting of liability and request the Indemnifying Party to defend the same.
Failure to so notify the Indemnifying Party shall not relieve the Indemnifying
Party of any liability which the Indemnifying Party might have to the
Indemnified Party unless such failure materially prejudices the Indemnifying
Party's position. The Indemnifying Party shall have the right to defend against
such liability or assertion, in which event the Indemnifying Party shall give
written notice to the Indemnified Party of the acceptance of defense of such
claim and the identity of counsel selected by the Indemnifying Party with
respect to such matters. The Indemnified Party shall be entitled to participate
with the Indemnifying Party in such defense and also shall be entitled at its
option to employ separate counsel for such defense at the expense of the
Indemnified Party. In the event the Indemnifying Party does not accept the
defense of the matter as provided above or in the event that the Indemnifying
Party or its counsel fails to use reasonable care in maintaining such defense,
the Indemnified Party shall have the full right at its option to defend against
the liability or assertion and to employ counsel for such defense at the expense
of the Indemnifying Party. All parties hereto will cooperate with each other in
the defense of any such action and the relevant records of each shall be
available to the others with respect to such defense.
9. POST-CLOSING MATTERS
9.1 PERFORMANCE PONDS. SLI shall maintain in force at its expense, until
their maturity or expiration in accordance with their terms, all performance
bonds issued by SLI prior to the Closing Date.
10. ASSIGNMENT, THIRD PARTIES, BINDING EFFECT
The rights under this Agreement shall not be assignable nor the duties
delegable by any party without the written consent of all parties hereto having
been obtained thereto. Nothing contained in this Agreement, express or implied,
is intended to confer upon any person or entity, other than the parties hereto,
and their successors in interest, any rights or remedies under or by reason of
this Agreement unless so stated expressly to the Contrary. All covenants,
agreements, representations and warranties of the parties contained herein shall
be binding upon and inure to the benefit of MAS and SLI and their respective
successors and permitted assigns.
11. ABANDONMENT
In the event the transactions contemplated hereby are terminated or
abandoned by mutual agreement of the parties hereto, there shall be no
liability on the part of any of the parties by reason of such termination or
abandonment.
12. NOTICES
All notices, requests, demands and other communications hereunder shall be
writing and shall, be deemed to have been duly given when personally delivered
or deposited in the United States mail, certified or registered, return
receipt requested, postage prepaid, addressed to the parties at the following
addresses (or at such other address as shall be given in writing by any party to
the other) as follows:
To MAS: Mr. Aaron Tsai
MAS Acquisition III Corp.
1710 East Division Street
Evansville, Indiana 47711
Telephone: (812) 479-7266
Facsimile: (812) 479-7267
To SLI: Mr. J. T. Lin
SurgiLight, Inc.
7055 University Blvd.
Winter Park, FL 32792
Telephone: 1-407-657-6500
Facsimile: 1-407-657-7118
13. REMEDIES NOT EXCLUSIVE
No remedy conferred by any of the provisions of this Agreement is intended
to be exclusive of any other remedy, and each and every remedy shall be
cumulative and shall be in addition to every remedy given hereunder or now or
hereafter existing, at law or in equity by statute or otherwise. The election of
any one or more remedies by MAS or SLI shall not constitute a waiver of the
right to pursue other available remedies.
14. COUNTERPARTS
This Agreement may be executed in one or more counterparts each of which
shall be deemed to be an original but all of which together shall constitute one
and the same instrument.
15. CAPTIONS AND SECTION HEADINGS
Captions and section headings used herein are for convenience only and are
not a part of this Agreement and shall not be used in construing it.
16. WAIVERS
Any failure by any of the parties hereto to comply with all of the
obligations, agreements or conditions set forth herein may be waived by the
other party or parties, provided, however that any such waiver shall not be
deemed a waiver of any other obligation, agreement or condition contained
herein.
17. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties. There
are not and shall not be any verbal statements, representations, warranties,
undertakings or agreements between the parties, and this Agreement may not be
amended or modified in any respect except by a written instrument signed by the
parties hereto.
18. APPLICABLE LAW
This Agreement shall be governed and construed in accordance with the laws
of the State of Indiana.
* * *
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
MAS Acquisition III Corp.
By /s/ Aaron Tsai
-----------------------------------------
Aaron Tsai, President
SurgiLight, Inc.
By /s/ J. T. Lin
-----------------------------------------
J. T. Lin, President
<PAGE>
EXHIBIT 2.1
STATE OF DELAWARE
DELAWARE TO DELAWARE
AGREEMENT OF MERGER
Now on this 31th day of March , 1999, the MAS Acquisition III Corp. and
the SurgiLight, Inc., both Delaware Corporation, pursuant to Section 251
of the General Corporation Law of the State of Delaware, have entered into
the following Agreement of Merger;
WITNESSETH that:
WHEREAS, the respective Boards of Directors of the foregoing named
corporations deem it advisable that the corporations merge into a single
corporation as hereinafter specified; and
WHEREAS, said MAS Acquisition III Corp. filed its Certificate of
Incorporation in the office of the Secretary of State of the State of
Delaware on 7/31/1996; and
WHEREAS, said SurgiLight, Inc. filed its Certificate of Incorporation
in the office of the Secretary of State of the State of Delaware of
9/18/1998;
NOW, THEREFORE, the corporations, parties to this Agreement, by and
between their respective Boards of Directors, in consideration of the
mutual covenants, agreements and provisions hereinafter contained, do
hereby prescribe the terms and conditions of said merger and of
carrying the same into effect as follows:
FIRST: The MAS Acquisition III Corp. hereby merges into itself
SurgiLight, Inc. and said SurgiLight, Inc. shall be and hereby is
merged into MAS Acquisition III Corp., which shall be the surviving
corporation.
SECOND: The Certificate of Incorporation of MAS Acquisition III Corp.
as in effect on the date of the merger provided for in this Agreement,
shall continue in full force and effect as the Certificate of
Incorporation of the corporation surviving this merger.
<PAGE>
THIRD: The manner of converting the outstanding shares of each of
the constituent corporations shall be as follows: One share of
SurgiLight, Inc. shall be converted into one share of MAS Acquisition
III Corp.
FOURTH: This merger shall become effective upon filing with the
Secretary of State of Delaware.
IN WITNESS WHEREOF, the parties to this Agreement, pursuant to
authority duly given by their respective Boards of Directors, have
caused these presents to be executed by an authorized officer of
each party hereto.
MAS Acquisition III Corp.
-------------------------
By: /s/ Aaron Tsai
-------------------------
Authorized Officer
Name: Aaron Tsai
-------------------------
Print or Type
Title: President
-------------------------
SurgiLight, Inc.
-------------------------
(Name of Corporation)
By: /s/ J. T. Lin
-------------------------
Authorized Officer
Name: J. T. Lin
-------------------------
Print or Type
Title: President
-------------------------
<PAGE>
I, Aaron Tsai, Secretary of MAS Acquisition III Corp., a corporation
organized and existing under the laws of the State of Delaware, hereby
certify, as such Secretary of the said corporation, that the Agreement
of Merger to which this certificate is attached, after having been
first duly signed on behalf of said corporation by an authorized
officer of MAS Acquisition III Corp., a corporation of the State of
Delaware, was duly submitted to the stockholders of said Corporation,
at a special meeting of said stockholders called and held separately
from the meeting of stockholders of any other corporation, upon waiver
of notice, signed by all the stockholders, for the purpose of
considering and taking action upon said Agreement of Merger, that
8,605,670 shares of stock of said corporation were on said date issued
and outstanding and that the holder of 8,500,000 shares voted by ballot
in favor of said Agreement of Merger and the holders of - 0 - shares
voted by ballot against same, the said affirmative vote representing at
least a majority of the total number of shares of the outstanding
capital stock of said corporation, and that thereby the Agreement
of Merger was at said meeting duly adopted as the act of the
stockholders of said Corporation. and duly adopted agreement of said
corporation.
WITNESS my hand on behalf of said Corporation on this 31th day of
March, 1999.
By: /s/ Aaron Tsai
------------------
Secretary
Name: Aaron Tsai
------------------
Printed or Typed
<PAGE>
I, J. T. Lin, Secretary of SurgiLight, Inc., a corporation
organized and existing under the laws of the State of Delaware, hereby
certify, as such Secretary of the said corporation, that the Agreement
of Merger to which this certificate is attached, after having been
first duly signed on behalf of said corporation by an authorized
officer of SurgiLight, Inc., a corporation of the State of
Delaware, was duly submitted to the stockholders of said Corporation,
at a special meeting of said stockholders called and held separately
from the meeting of stockholders of any other corporation, upon waiver
of notice, signed by all the stockholders, for the purpose of
considering and taking action upon said Agreement of Merger, that
10,394,330 shares of stock of said corporation were on said date issued
and outstanding and that the holder of 7,532,000 shares voted by ballot
in favor of said Agreement of Merger and the holders of - 0 - shares
voted by ballot against same, the said affirmative vote representing at
least a majority of the total number of shares of the outstanding
capital stock of said corporation, and that thereby the Agreement
of Merger was at said meeting duly adopted as the act of the
stockholders of said Corporation. and duly adopted agreement of said
corporation.
WITNESS my hand on behalf of said Corporation on this 31th day of
March, 1999.
By: /s/ J. T. Lin
------------------
Secretary
Name: J. T. Lin
------------------
Printed or Typed
<PAGE>
EXHIBIT 3.0
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
MAS Acquisition III Corp. a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of MAS Acquisition III
Corp. resolutions were duly adopted setting forth a proposed amendment of
the Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "FOURTH" so that, as
amended, said Article shall be and read as follows:
The Company has authorized a total of twenty million (20,000,000) shares
of common stock, $0.0001 par value.
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of said corporation was duly called
and held upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary
number of shares as required by statute were voted in favor of the
amendment.
THIRD: That the said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation shall not be reduced under
or by reason of said amendment.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be
signed by Aaron Tsai, an Authorized Officer, this 31th. day of March, 1999.
BY: /s/ Aaron Tsai
--------------------
TITLE OF OFFICER: Aaron Tsai
--------------------
<PAGE>
EXHIBIT 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
MAS Acquisition III Corp. a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of MAS Acquisition III
Corp. resolutions were duly adopted setting forth a proposed amendment of
the Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "FIRST" so that, as
amended, said Article shall be and read as follows:
The name of the Corporation is SurgiLight, Inc.
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
a special meeting of the stockholders of said corporation was duly called
and held upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary
number of shares as required by statute were voted in favor of the
amendment.
THIRD: That the said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation shall not be reduced under
or by reason of said amendment.
IN WITNESS WHEREOF, said Corporation has caused this certificate to be
signed by J. T. Lin, an Authorized Officer, this 31th. day of March, 1999.
BY: /s/ J. T. Lin
--------------------
TITLE OF OFFICER: J. T. Lin
--------------------
<PAGE>
</TABLE>
