As filed with the SEC on February 26, 1999 SEC Registration No. 333-71659
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2/A
AMENDMENT NO. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
4 BRANDON - I, INC.
(Exact name of registrant as specified in charter)
Florida 6770 Applied for
(State or other (Primary Standard Industrial (IRS Employer
jurisdiction of Classification Code Number) Identification
incorporation or Number)
organization)
As filed with the Securities and Exchange Commission on May 13,
1998 SEC Registration No. 33-98526-D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
4 BRANDON - I, INC.
(Exact name of registrant as specified in charter)
FLORIDA 6770 APPLIED FOR
(State or other (Primary Standard Industrial (IRS Employer
jurisdiction of Classification Code Number) Identification
incorporation or Number)
organization)
4 BRANDON - I, INC.
2503 W. Gardner Ct.
Tampa, FL 33611
(Address and telephone number of registrant's principal executive
offices and principal place of business)
Michael T. Williams, Esq., PRESIDENT
4 BRANDON - I, INC.
2503 W. Gardner Ct.
Tampa, FL 33611
(Name, address, and telephone number of agent for service)
THIS PRELIMINARY PROSPECTUS IS NOT YET COMPLETED. *, 1999
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We are 4 Brandon- I, Inc.
We are offering up to 10,000,000 shares of our common stock. We are
distributing these shares free of charge.
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-> We have no active business.
-> The only thing we will ever do is to locate and
We are an acquisition company. acquire another operating business.
-> We will consider acquiring any kind of business in
any industry anywhere in the U.S.
- ----------------------------------------------------------------
- -----------------------------------------------------------------
We expect to acquire only smaller businesses that must become an SEC
reporting company to qualify for listing on the NASD over the counter
bulletin board.
- -----------------------------------------------------------------------------
We are subject to SEC rule 419.
This means that:
o Your stock will be held in escrow by *, an NASD broker/dealer.
o You many sell the stock you receive only when your stock is
released from the escrow account. Your stock will be released only
when we close a merger with an acquisition candidate.
o When we find a business to acquire, we will update this prospectus
describing that business and send you a copy. o You will have 20-
45 days after we send you the updated prospectus to decide if you
want to keep your shares. If you don't
want your shares, simply let us know and they will be returned to
us. If you don't contact us in 45 days, your shares
will be returned to us.
o We will complete the acquisition only when investors owning 80% of
the stock in escrow vote for the acquisition. However, because
management will acquire 80% of the shares in this offering, the
acquisition will be approved no matter how you vote your shares.
o If we don't acquire a business by *, all the stock in escrow will
be returned to us.
We have described the reasons that our stock has no value today and may
have no value in the future under the caption Potential Lack of Share Future
Value beginning on page *.
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None of the Securities and Exchange Commission, any state securities
commission, or any other government agency has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
This initial public offering
prospectus is dated *.
We are offering these shares ourselves without the use of a professional
underwriter. We will not pay commissions on stock sales. Mr. Williams, our
President, will pay all offering costs, including filing, printing, legal,
accounting, transfer agent and escrow agent fees estimated at $10,000.
The information in this prospectus is not complete and may be changed. We
may sell these securities only when the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is an offer to
sell these securities or a solicitation of an offer to buy these securities only
in any state where the offer or sale is permitted.
TABLE OF CONTENTS
<TABLE>
<S> <C>
FREQUENTLY ASKED QUESTIONS....................................................................................................4
PROSPECTUS SUMMARY............................................................................................................5
POTENTIAL LACK OF SHARE FUTURE VALUE..........................................................................................6
BUSINESS AND PLAN OF OPERATION................................................................................................9
RELATED PARTY TRANSACTIONS...................................................................................................10
DESCRIPTION OF SECURITIES....................................................................................................10
SHARES ELIGIBLE FOR FUTURE SALE..............................................................................................13
MANAGEMENT...................................................................................................................14
PRINCIPAL SHAREHOLDER........................................................................................................15
THE OFFERING.................................................................................................................15
WHERE CAN YOU FIND MORE INFORMATION?.........................................................................................16
LEGAL PROCEEDINGS............................................................................................................16
LEGAL MATTERS................................................................................................................16
EXPERTS......................................................................................................................16
FINANCIAL STATEMENTS........................................................................................................F-1
</TABLE>
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FREQUENTLY ASKED QUESTIONS
We think that these are the most important questions that you would ask us
before deciding to accept the shares in this offering. This isn't all the
information you will need before deciding to accept the shares. So be sure to
read our entire prospectus.
Who are you?
o 4 BRANDON- I, Inc. is a Florida corporation formed in September, 1998.
o Our sole business is to identify and acquire an operating business.
o Our address is 2503 W. Gardner Ct., Tampa, FL 33611; and our phone
number is 813.831.9348
What is your current status?
o We have not identified and do not have any formal or informal
letters of intent, arrangements or understandings with any
business about a possible merger.
o We are in the development stage and have no operating history,
assets or earnings.
o If management fails to provide the funds we need to operate, we
have no other money or source of money available.
What kind of business do you expect to acquire?
o We will make an acquisition of any kind of business in any
industry in any area of the country.
o We anticipate that our acquisition candidates will be smaller
companies required to become SEC reporting companies to qualify
for listing on the NASD over the counter bulletin board.
Are there any specific requirements for an acquisition candidate?
o The acquisition candidate must be able to supply all information,
including audited financial statements, necessary for us to
prepare the disclosure document rule 419 requires we send to you.
o The acquisition candidate must agree to pay the unpaid salary we
owe to our management.
o The acquisition candidate must also agree to repurchase a number
Mr. Williams' shares such that he owns less than 5% of the issued
and outstanding common stock after the merger, for a price to be
negotiated in the merger agreement.
How will you find acquisition candidates?
o Our president has worked with many smaller companies and their advisors
throughout his career.
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o After we start this offering, we will contact the companies and
advisors we know and ask them to identify to us candidates that
meet our acquisition criteria.
o We won't pay any cash fees to these advisors or anyone else for
helping us locate an acquisition candidate. However, with the
prior written consent of the acquisition candidate, their advisors
may acquire shares in this offering.
How will you structure the acquisition?
o The acquisition will be structured as a tax-free stock-for-stock
reverse merger.
o We will only acquire 100% of the stock of an acquisition candidate.
o We will be the surviving company, but will assume all assets and
liabilities of the company merging into us.
Will existing management stay on after the merger?
o Our existing officers and director will both resign upon
closing of the merger.
o The management of the business merging with us will assume all
management responsibilities after the merger.
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this
prospectus. Because this is a summary, it may not contain all of the information
that you should consider before receiving a distribution of our in the common
stock. You should read this entire prospectus carefully.
Securities Offered for
Sale....................... 10,000,000 shares of common stock of 4 Brandon.
Number of shares Being
Offered.................... 10,000,000. Management intends to acquire
8,000,000 of these shares.
Price to the Public.......... No cash or other charge for the shares.
Number of shares Outstanding
Before the Offering........ Our current shareholder owns 100 shares.
Number of shares to be
Outstanding After
the Offering............... Assuming all shares are sold, 10,000,100 shares
outstanding
Dividend Policy.............. We do not intend to pay any cash dividends in
the foreseeable future.
Use of Proceeds.............. There are no proceeds of this offering.
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POTENTIAL LACK OF SHARE FUTURE VALUE
Our shares today have no value. Our shares in the future may have no
value. You should not accept a distribution of shares if you only want to own
shares that could have value in the future.
Before we close a merger with an acquisition candidate, your shares may have no
value for the following reasons:
We have no operating history, assets or earnings.
We may be unable to find a business to acquire because:
o We might lose our management, on whom we solely depend to find an acquisition
candidate.
o We may run out of money to operate before we find a business to
acquire. Although management has orally committed to loan us up to
$50,000 until we find a candidate, they may not be able to advance
us these funds or this amount might not be enough to cover all our
expenses.
o We will face competition from larger, more established institutions in
attempting to locate a business to acquire.
We will not pay cash dividends.
We have no way to generate any income to pay dividends before a merger.
You are prohibited by SEC rules from selling your shares before a merger.
Your shares cannot be released from the rule 419 escrow account until
after the merger closes.
After we close a merger with an acquisition candidate, your shares may have no
value for the following reasons:
Your shares will be diluted through the issuance of additional stock in the
merger.
Assuming all shares are sold, 10,000,100 shares of common stock will be
outstanding following this offering. Our board of directors may issue in the
merger additional shares up to the authorized maximum of 50,000,000 without your
shareholder approval and without allowing you the right acquire a portion of
these shares based upon their percentage ownership. If requested by the business
we acquire, we plan to issue in the merger a specific class of preferred stock
having the right to convert into more shares of stock based upon the average bid
and asked price of our stock during the first 20 days of trading.
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The merger could result in adverse tax consequences.
Federal and state tax laws and regulations have a significant impact upon
the structuring of business combinations. We will enter into a merger only if
it believes the merger to be a tax-free transaction. If the IRS or state tax
authorities ultimately prevail in recharacterizing the tax treatment of a
merger, it could be costly our stockholders and us.
We might become an investment company under the law that regulates companies
that invest in securities of other companies.
Because our acquisitions will only be structured so as to acquire 100% of
the stock of the acquisition candidate, we believe we will not have to comply
with this law. But if we are, we will be subject to extensive and expensive
regulation. If we don't comply, we could be out of business.
The business we acquire may be a new business with little of no operating
history. As a result, it may experience significant losses in its initial years.
The business we acquire will probably be a start-up or early stage
company. Many new businesses lose money during their early years.
The business we acquire may never become profitable due to its inability to:
o Attract a significant number of customers
o Manage profitably its assets, liabilities and capital
o Develop necessary business relationships to provide products and
services
o Implement and improve operational, financial and management information
systems and other technology
o Hire and train needed qualified personnel
The profitability of the business we acquire may suffer because of year 2000
problems.
The company we acquire could experience interruptions in its business and
significant losses if it or its customers or vendors rely on computer
information systems that are unable to accurately process dates beginning on
January 1, 2000.
There could be an economic downturn in the sector of the economy or area of the
country in which the company we acquire.
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Operations of the company we acquire could be materially dependent upon
and sensitive to the economics of the market or the geographic area in which the
acquired company operates.
The business we acquire may depend upon its management. If lost, its management
may be difficult to replace.
This will be an even greater risk if there are no employment agreements
with or key-man insurance on management of the acquired business.
The business we acquire may pay no cash dividends.
Any business we acquire will probably not generate sufficient net income
during the initial years of operation to permit the payment of any dividends.
And even if profitable, the directors may decide to retain earnings rather than
pay dividends.
The capital resources of an acquired business may not be adequate.
The business we acquire may require additional capital. An equity or debt
financing, if available at all, may be on terms which are unfavorable. If
adequate capital is unavailable, operating results and financial condition and
the value of your shares could suffer.
The business we acquire may face intense competition from larger, more
established institutions.
The business we acquire may be competing with more established companies
with greater financial resources and operating experience.
The profitability of the business we acquire may suffer because of rapid and
unpredictable changes in any governmental regulations with which it must comply.
The business we acquire may be regulated by governmental agencies. These
regulations are beyond their control, may change rapidly and unpredictably and
can be expected to influence their earnings and growth. Although these
regulations would impose costs upon the business, you should not assume they
would protect your interests as a shareholder.
We expect a limited trading market for your shares.
No trading market for your shares may develop even after your shares are
released from escrow. We have no agreement with a market maker to make
quotations of our common stock. The development of a public trading market
depends upon the existence of willing buyers and sellers, which is not within
our control or that of any market maker. Market makers are not required to
maintain a continuous two-sided market and are free to withdraw firm quotations
at any time.
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Even with a market, you may experience difficulties in reselling your
stock due to certain provisions of state securities laws that apply to an
offering of shares in a rule 419 acquisition company.
If we trade on the over the counter bulletin board and are considered a penny
stock, you will be subject to additional restrictions that may make it
difficult to sell your shares.
After the merger closes, any trading in the stock will be conducted in the
over-the-counter market in the over the counter bulletin board. As a
consequence, you could find it more difficult to dispose of, or to obtain
accurate quotations as to the price of, your stock.
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure for trades in any stock defined as a penny stock. The SEC
has adopted regulations that generally define a penny stock to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. Under this rule, broker/dealers who recommend these
securities to persons other than established customers and accredited investors
must make a special written suitability determination for the purchaser and
receive the purchaser's written agreement to a transaction before sale. We
think that even after the merger, our stock will fall within the definitional
scope of a penny stock.
A substantial amount of our stock will be freely tradable, particularly if we
register the stock issued in the merger.
We have discussed this in the section entitled Shares Eligible for Future
Sale on page *. We cannot predict the effect that sales of shares or the
availability of shares for sale will have on the any market price that may exist
for our common stock after completion of the merger. We do know that sales of
substantial amounts of our common stock in a public market such as the over the
counter bulletin board could drive down our stock price.
BUSINESS AND PLAN OF OPERATION
We are a development stage entity, and have neither engaged in any
operations nor generated any revenues to date. We have described the most
important aspects of our business in the section entitled Frequently Asked
Questions which you have already read starting at page *.
Our expenses to date, all in connection with our formation and this
offering and all funded by management, are approximately $1,000. We do not
expect to incur any significant future expenses; but if we do, they will be
funded by management. Amounts advanced by management to pay our expenses will
not be repaid by us or the acquisition candidate.
We expect no Year 2000 problems, as our business is not dependent upon any
computer. However, the business we acquire could experience interruptions in its
business and significant losses if it or its customers or vendors rely on
computer information systems that are unable to accurately process dates
beginning on January 1, 2000.
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Our Facilities
Since our formation, under an oral agreement with our President and at no
cost to us, we have maintained our executive offices in approximately 100
square feet of office space located at 2503 W. Gardner Ct., Tampa, FL 33611, in
the home of our President. We consider this space to be adequate for our needs
in the future.
Our Employees
As of the date of this prospectus, our only employees are our two
executive officers, each of whom devote at most 2% of their working time to our
affairs.
RELATED PARTY TRANSACTIONS
Our president will form similar acquisition companies for himself and for
others in the future. He will not (1) consider a business combination with
entities owned or controlled by him persons or entities that control him or are
controlled by him or (2) create subsidiary entities with a view to distributing
their securities to our shareholders. Acquisition candidates will be presented
to us and to other companies formed by and for our president based upon the
effective date our registration statement and those dates for each of these
future acquisition companies. Management has no control over similar acquisition
companies formed for others.
We owe our president, Michael T. Williams, $60,000 in salary. The
acquisition candidate must agree to pay this debt. The acquisition candidate
must also agree to repurchase a number Mr. Williams' shares such that he owns
less than 5% of the issued and outstanding common stock after the merger, for a
price to be negotiated in the merger agreement.
DESCRIPTION OF SECURITIES
<TABLE>
<S> <C>
--------------------------------------------------------- ------------------------------------------------------
Authorized Capital Stock Under Our Articles Of Shares Of Capital Stock Outstanding
Incorporation After Offering
--------------------------------------------------------- ------------------------------------------------------
50,000,000 shares of common stock 10,000,100 shares of common stock -assuming all
shares are sold
--------------------------------------------------------- ------------------------------------------------------
20,000,000 shares of preferred stock No shares of preferred stock
--------------------------------------------------------- ------------------------------------------------------
</TABLE>
All significant provisions of our capital stock are summarized in this
prospectus. However, the following description isn't complete and is governed by
applicable Florida law and our articles of incorporation and bylaws. We have
filed copies of these documents as exhibits to the registration statement
related to this prospectus.
Common Stock
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You have voting rights for your shares. However, due to our share ownership
structure, these rights will have no impact on the outcome of a vote on matters
that you are entitled to vote.
You and all other common stockholders may cast one vote for each share
held of record on all matters submitted to a vote. You have no cumulative voting
rights in the election of directors This means, for example, that if there are
three directors up for election, you cannot cast 3 votes for one director and
none for the other two directors.
Assuming all shares are distributed, and 80% of the shares in this
offering are distributed to management, our present shareholders including
management will collective own approximately 80% of our then issued and
outstanding shares. Accordingly, the current shareholders will be able control
the election of all of our directors and our other matters on which stockholders
have a right to vote.
You have dividend rights for your shares. You should not anticipate ever
receiving dividends.
You and all other common stockholders are entitled to receive dividends
and other distributions when declared by our board of directors out of the
assets and funds available, based upon your percentage ownership of us. Florida
law prohibits the payment of any dividends where, after payment of the dividend,
we would be unable to pay our debts as they come due in the usual course of
business or our total assets would be less than the sum of our total liabilities
plus any amounts the law requires to be set aside. We will not pay dividends.
You should not expect to receive any dividends on shares in the near future,
even after a merger. This investment is inappropriate for you if you need
dividend income from an investment in shares.
You have rights if we go out of business forever.
If we go out of business forever, you and all other common stockholders
will be entitled to share in the distribution of assets remaining after payment
of all money we owe to others and any priority payment required to be made to
our preferred stockholders. Our directors, at their discretion, may borrow funds
without your prior approval, which potentially further reduces the amount you
would receive if we go out of business forever.
You have no right to acquire shares of stock based upon your percentage
ownership of our shares when we issue more shares of our stock to other people.
We do not provide our stockholders with preemptive rights to subscribe for
or to purchase any additional shares offered by us in the future. The absence of
these rights could, upon our sale of additional shares of common or preferred
stock, result in a decrease in the percentage ownership that you hold or
percentage of total votes you may cast.
Preferred Stock
Our board of directors can issue preferred stock at any time with any
legally-permitted rights and preferences without your approval.
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Our board of directors, without your approval, is authorized to issue
preferred stock. They can issue different classes of preferred stock, with some
or all of the following rights or any other rights they think are appropriate
and that are legal:
o Voting
o Dividend
o Required or optional repurchase by us
o Conversion into common stock, with or without additional payment
o Payments preferred stockholders will receive before common stockholders
if we go out of business forever
The issuance of preferred stock could provide us with flexibility for
possible acquisitions and other corporate purposes. But it also could render
meaningless your right to vote your stock on a matter that you are entitled to
vote on because preferred stockholders could own shares with a majority of the
votes required on any issue. Someone interested in buying our company may not
follow through with their plans because they could find it more difficult to
acquire, or be discouraged from acquiring, a majority of our outstanding stock
because we issue preferred stock.
We may issue class A preferred stock in a merger.
This preferred stock could entitle persons owning common stock of the
acquisition candidate to convert into more shares of our stock after the merger
based upon the following formula:
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1 - the fraction [Average of Bid and Ask Price for the first
20 days the common stock trades upon any established securities
market/ a specific dollar value to be determined in the merger
agreement]
divided by
{the fraction [Average of Bid and Ask Price for the first 20
days the common stock trades upon any established securities
market/ the same dollar value]}
The company being acquired will tell us what they want the
specific dollar value to be.
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Here's how the formula would work. Assume the average bid/ask for the
20-day period was $2.00 and the specific dollar value was $3.00. When we plug
these numbers into the formula, we get the following calculation:
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------------------------------------------------------------------------
1 - the fraction [Average of Bid and Ask Price for the first 20
days the common stock trades upon any established securities
market [This number is 2]/ a specific dollar value to be
determined in the merger agreement [This number is 3]] [This
number is then calculated: 1 - 2/3 = 1/3.]
divided by
{the fraction [Average of Bid and Ask Price for the first 20
days the common stock trades upon any established securities
market [This number is 2]/ a specific dollar value to be
determined in the merger [This number is 3]]} [This number is
then calculated: 2/3]
To finish our computation, we do the following: 1/3 divided by
2/3 = .5
This means that, in this example, .5 additional shares of our
stock for each share of common stock issued to shareholders in
the company acquired in the merger would be issued upon
conversion of this preferred stock. The actual number of shares
issued could vary.
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Transfer Agent and Registrar
We are the transfer agent and registrar for our stock.
SHARES ELIGIBLE FOR FUTURE SALE
Of the shares outstanding after the offering, the 10,000,000 shares sold
in this offering will have been registered with the SEC and can be freely
resold, except if they are acquired by our directors, executive officers or
other persons or entities that they control or who control them. The remaining
100 outstanding shares may only be sold under the rule. We may also register
shares issued in the merger such that they could be freely resold, except if
they are acquired by our directors, executive officers or other persons or
entities that they control or who control them. Although unlikely, we could
register and issue as many as 39,999,900 shares of common stock of shares or
preferred stock convertible into this amount of common shares in a merger.
Our directors, executive officers, and persons or entities that they
control or who control them will be able to sell shares of stock which are
registered and freely tradable only so long as they do so without violating SEC
rule 144. The rule provides that they may sell shares of common stock in any
three-month period in an amount limited to the greater of:
o 1% of our outstanding shares of common stock
o The average weekly trading volume in our common stock during the four calendar
weeks preceding a sale
Their sales under the rule also must be made without violating:
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o Manner-of-sale provisions - in the market through a broker at current market
prices o Notice requirements - forms must be filed with the SEC o Requirement of
availability of public information about us - current in filing required SEC
reports.
All persons acquiring shares that are not registered and freely tradable
may not sell their shares during the first year, and will be subject to these
restrictions for the second year, after they acquire their shares
MANAGEMENT
The following table and subsequent discussion sets forth information about
our directors and executive officers, each of whom will serve in the same
capacity with us upon completion of the offering, but will resign upon the
closing of the merger. Each director and executive officer was elected to his
position in September, 1998.
Name Age Title
Michael T. Williams 50 President,
Treasurer and Director
M. Brandon Williams 18 Secretary
Michael T. Williams responsibilities will include management of our
operations as well as our administrative and financial activities. Since 1975
Mr. Williams has been in the practice of law, initially with a government
agency, and since then in private practice. He was also chief executive officer
of Florida Community Cancer Centers, Dunedin, FL from 1991-1995. He received a
BA from the University of Kansas and a JD from the University of Pennsylvania.
M. Brandon Williams is the son of Michael T. Williams. He is currently a
senior at Tampa Preparatory School, Tampa, FL.
Our directors all hold office until the next annual meeting of
shareholders and the election of their successors. Directors receive no
compensation for serving on the board other than reimbursement of reasonable
expenses incurred in attending meetings.
Officers are appointed by the board and serve at their discretion.
Executive Compensation
We have agreed orally to pay Michael T. Williams $60,000 of salary for all
services rendered and to be rendered until the merger closes. This debt will be
assumed and paid by the acquisition candidate.
Certain Provisions of Florida Law
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Our director is bound by the general standards for directors provisions in
Florida law. These provisions allow him in making makes decisions based upon
factors he deems relevant, including our long-term prospects and interests and
the social, economic, legal or other effects of any proposed action on the
employees, suppliers or our customers, the community in which the we operate
and the economy.
We have elected to opt out of the affiliated transactions provision of
Florida law. This means that our transactions with management and persons or
entities that control or are controlled by management do not have to be done in
a manner required under that provision. We have elected to opt out of the
control share acquisition provision of Florida law. This means that a future
issuance of shares having 20% or more of the aggregate number of votes that can
be cast on any matter by our shareholders does not have to be done in a manner
required under that provision.
Florida law limits our director's liability. We have agreed to indemnify
our director, meaning that we will pay for damages he incurs for properly
acting as a director. The SEC believes that this indemnification may not be
given for violations of the law that governs the distribution of our
securities.
PRINCIPAL SHAREHOLDER
The following table sets forth information about our current shareholder.
The person named below has sole voting and investment power with respect to the
shares. The numbers in the table reflect shares of common stock held as of the
date of this prospectus and also reflect shares that may be acquired by Mr.
Williams under the offering. The numbers in this table assume 10,000,100 shares
of common stock outstanding following the offering:
<TABLE>
<CAPTION>
Shares Owned Percentage
- -------------------------------- --------------- ----------------------------- -------------------------- ------------------
Before After Offering Before Offering After Offering
Offering
- -------------------------------- --------------- ----------------------------- -------------------------- ------------------
<S> <C> <C> <C> <C>
Michael T. Williams 100 8,100,000 100% 80%
100 100%
2503 W. Gardner Ct.
Tampa FL 33611
- -------------------------------- --------------- ----------------------------- -------------------------- ------------------
All directors and officers 100 8,100,000 100% 80%
as a group -
2 persons
- -------------------------------- --------------- ----------------------------- -------------------------- ------------------
</TABLE>
THE OFFERING
We are offering up to 10,000,000 shares ourselves without the use of a
professional underwriter. We will not pay commissions on stock sales. We
determined to distribute the shares in this offering for free. We made this
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decision based upon the factors described in the section entitled Potential
Lack of Share Future Value beginning on page *.
WHERE CAN YOU FIND MORE INFORMATION?
We have not previously been required to comply with the reporting
requirements of the Securities Exchange Act of 1934. We have filed with the SEC
a registration statement on form SB-2 to register the offer and sale of the
shares. This prospectus is part of that registration statement, and, as
permitted by the SEC's rules, does not contain all of the information in the
registration statement. For further information about us and the shares offered
under this prospectus, you may refer to the registration statement and to the
exhibits and schedules filed as a part of the registration statement. You can
review the registration statement and its exhibits and schedules at the public
reference facility maintained by the SEC at Judiciary Plaza, Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of the
SEC at 7 World Trade Center, Suite 1300, New York, New York 10048 and Citicorp
Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
room. The registration statement is also available electronically on the World
Wide Web at http://www.sec.gov. However, you must search under the name Brandon
- - I and not our real name 4 Brandon - I because of an error in processing our
original filing.
You can also call or write us at any time with any questions you may have.
We'd be pleased to speak with you about any aspect of our business and this
offering.
LEGAL PROCEEDINGS
We not a party to or aware of any pending or threatened lawsuits or other
legal actions.
LEGAL MATTERS
The validity of the shares offered under this prospectus is being passed
upon for us by Williams Law Group, P.A., Tampa FL. Mr. M. T. Williams is the
principal and sole stockholder of this firm. Mr. Williams is currently our sole
shareholder.
EXPERTS
Our financial statements as of December 31, 1998, included in this
prospectus and in the registration statement, have been so included in reliance
upon the report of Beard, Nertney, Kingery, Crouse, & Hohl P.A., independent
certified public accountants, included in this prospectus, and upon the
authority of said firm as experts in accounting and auditing.
FINANCIAL STATMENTS
16
<PAGE>
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
Independent Auditors' Report F-2
Financial Statements as of and for the period September 24, 1998 (date of
incorporation) to December 31, 1998:
Balance Sheet F-3
Statement of Operations F-4
Statement of Stockholder's Equity F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7
F-1
<PAGE>
{Letterhead of BEARD NERTNEY KINGERY CROUSE & HOHL P.A.}
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of 4 BRANDON - I, Inc.:
We have audited the balance sheet of 4 BRANDON - I, Inc. (the "Company"), a
development stage enterprise, as of December 31, 1998, and the related
statements of operations, stockholder's equity and cash flows for the period
September 24, 1998 (date of incorporation) to December 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and the disclosures in the financial statements. An audit also
includes assessing the accounting principles used and the significant estimates
made by management, as well as the overall financial statement presentation. We
believe our audit provides 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 the Company as of December 31,
1998, and the results of its operations and its cash flows for the period
September 24, 1998, (date of incorporation) to December 31, 1998 in conformity
with generally accepted accounting principles.
The Company, with the consent of its stockholder, has elected under the Internal
Revenue Code to be an S Corporation. In lieu of corporate income taxes, the
stockholders of an S Corporation are taxed on their proportionate share of the
Company's taxable income. Therefore, no provision or liability for income taxes
has been included in these financial statements.
BEARD NERTNEY KINGERY CROUSE & HOHL P.A.
January 20, 1999
F-2
<PAGE>
4 BRANDON - I, Inc.
(A Development Stage Enterprise)
BALANCE SHEET AS OF DECEMBER 31, 1998
ASSETS $ 0
===
LIABILITIES AND STOCKHOLDER'S EQUITY
STOCKHOLDER'S EQUITY:
Common stock - $.01par value: 50,000,000 shares
authorized1 100 shares issued and outstanding $ 1
Preferred Stock - $.01 par value; 20,000,000
shares authorized 0 shares issued and outstanding 0
Additional paid-in capital 246
Deficit accumulated during the development stage (247)
---
TOTAL $ 0
===
SEE NOTES TO FINANCIAL STATEMENTS.
F-3
<PAGE>
4 BRANDON - I, Inc.
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
for the period September 24, 1998 (date of incorporation)
to December 31, 1998
EXPENSES
Organization costs $ 247
---
NET LOSS $ 247
===
NET LOSS PER SHARE $2.47
====
SEE NOTES TO FINANCIAL STATEMENTS.
F-4
<PAGE>
4 BRANDON - I, Inc.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDER'S EQUITY
for the period September 24, 1998 (date of incorporation)
to December 31, 1998
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Deficit
Accumulated
Additional During the
Common Preferred Paid- Development
Shares Value Shares Value in Capital Stage Total
------ ----- --------- ------ --------- ----------- -----
Balances, September 24, 199 0 $ 0 0 $ 0 $ 0 $ 0 $ 0
Proceeds from the issuance
of common stock 100 1 246 247
Net loss for the period,
September 24, 1998
(date of incorporation)
to December 31, 1998 (247) (247)
--- --- --- --- --- --- ---
Balances December 31, 1998 100 $ 1 0 $ 0 $ 246 $ (247) $ 0
=== === === === === === ===
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
F-5
<PAGE>
4 BRANDON - I, Inc.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
for the period September 24, 1998 (date of incorporation)
to December 31, 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(247)
---
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of common stock 247
---
NET INCREASE IN 0ASH AND CASH EQUIVALENTS 0
---
CASH AND CASH EQ0IVALENTS, BEGINNING OF PERIOD 0
CASH AND CASH EQ0IVALENTS, END OF PERIOD $ 0
===
SUPPLEMENTAL DISCLOSURES
Interest paid $ 0
===
SEE NOTES TO FINANCIAL STATEMENTS.
F-6
<PAGE>
4 BRANDON - I, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
NOTE A - FORMATION AND OPERATIONS OF THE COMPANY
4-BRANDON - I, Inc. (the "Company") was incorporated under the laws of the state
of Florida on September 24, 1998. The Company is considered to be in the
development stage, as defined in Financial Accounting Standards Board Statement
No. 7. The Company intends to effect a merger or other similar business
combinations or to establish new businesses. The planned principal operations of
the Company have not commenced, therefore accounting policies and procedures
have not yet been established.
- -------------------------------------------------------------------------------
F-7
<PAGE>
Part 11 - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 22. Indemnification of directors and Officers.
The information required by this Item is incorporated by reference to
indemnification in the prospectus herein.
Item 23. Other Expenses of Issuance and Distribution.
SEC Registration Fee $100
Blue Sky Fees and Expenses 1000
Legal Fees and Expenses 0
Printing and Engraving Expenses 6,500
Accountants' Fees and Expenses 1,000
Miscellaneous 1,400
Total $10,000
The foregoing expenses, except for the SEC fees, are estimated.
Item 24. Recent Sales of Unregistered Securities.
The following sets forth information relating to all previous sales of
Common Stock by the Registrant which sales were not registered under the
Securities Act of 1933.
None
Item 25. Exhibits.
The following exhibits are filed with this Registration Statement:
NumberExhibit Name
1Escrow Agreement in Accordance with rule 419 under the Securities Act of 1933,
as amended 3.1 Articles of Incorporation 3.2 By-Laws 5 Opinion Regarding
Legality 24.1 Consent of Counsel 24.2 Consent of Expert
All other Exhibits called for by Rule 601 of Regulation S-B are not applicable
to this filing. Information pertaining to our Common Stock is contained in our
Articles of Incorporation and By-Laws.
Item 26. Undertakings.
The undersigned registrant hereby undertakes:
17
<PAGE>
(1) To file, during any period in which offer or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section I 0(a)(3) of the Securities
Act of 193 3; (ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement; (iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. (3) To remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the Offering.
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted under
authority conferred to that section.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Registrant under its Certificate of Incorporation or provisions of Florida law,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. If a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
18
<PAGE>
SIGNATURES
Under the requirements of the Securities Act of 1933,the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form SB-2 and has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized by power of attorney, in the City of Tampa, State of Florida, on
February 22, 1999.
4 Brandon - I, Inc. (Registrant)
/s/ Michael T. Williams, President, Treasurer, and director (Signature)
/s/ M. Brandon Williams, Secretary (Signature)
19
<PAGE>
As filed with the SEC on February 26, 1999 SEC Registration No. 333-71659
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
AMENDMENT NO. 1
REGISTRATION STATEMENT
ON FORM SB-2
UNDER
THE SECURITIES ACT OF 1933
4 BRANDON - I, INC.
(Consecutively numbered pages through of this Registration Statement)
20
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<S> <C> <C>
- ---------------------- ------------------------------ --------------------------------------------- ------------------------
EXHIBIT NO. SEC REFERENCE TITLE OF DOCUMENT LOCATION
NUMBER
- ---------------------- ------------------------------ --------------------------------------------- ------------------------
- ---------------------- ------------------------------ --------------------------------------------- ------------------------
1 1 Escrow Agreement This Filing
Page
- ---------------------- ------------------------------ --------------------------------------------- ------------------------
- ---------------------- ------------------------------ --------------------------------------------- ------------------------
2 3 Charter and Bylaws This Filing
Page
- ---------------------- ------------------------------ --------------------------------------------- ------------------------
- ---------------------- ------------------------------ --------------------------------------------- ------------------------
3 5 Consent of WILLIAMS LAW GROUP, P.A. This Filing
Page
- ---------------------- ------------------------------ --------------------------------------------- ------------------------
- ---------------------- ------------------------------ --------------------------------------------- ------------------------
4 23 Consent of Beard, Nertney, Kingery, Crouse This Filing
& Hohl, P.A. Page
- ---------------------- ------------------------------ --------------------------------------------- ------------------------
- ---------------------- ------------------------------ --------------------------------------------- ------------------------
5 23 Consent of WILLIAMS LAW GROUP, P.A., (See This Filing
Exhibit 2) Page
- ---------------------- ------------------------------ --------------------------------------------- ------------------------
</TABLE>
EXHIBIT 1
ESCROW AGREEMENT
22
<PAGE>
EXHIBIT 1
ESCROW AGREEMENT IN ACCORDANCE WITH RULE 419
UNDER THE SECURITIES ACT OF 1933, AS AMENDED
ESCROW AGREEMENT dated as of __________, 1999 (the "Agreement") by and between 4
Brandon - I, Inc., a Florida corporation (the "Company") and Palm State
Equities, Inc. (the "Escrow Agent").
The Company, through its officers and director and selected broker-dealers, will
sell up to 10,000,000 shares of Common Stock, par value $.001 (the "shares"), as
more fully described in the Company's definitive Prospectus dated
________________ , 1999 comprising part of the company's Registration Statement
on Form SB-2, as amended (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Act") (File NO. *) declared effective on
__________________ (the "Prospectus").
The Company desires that the Escrow Agent accept all offering proceeds, after
deduction of cash paid for underwriting commissions, underwriting expenses and
dealer allowances and amounts permitted to be released to the Company under Rule
419(b)(2)(vi), a copy of which rule is attached hereto and made a part hereof,
to be derived by the company from the sale of the shares (the "Offering
Proceeds"), as well as the share certificates representing the shares issued in
connection with the company's offering, in escrow, to be held and disbursed as
hereinafter provided.
NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter set forth, the parties hereto agree as follows:
1. Appointment of Escrow Agent. The company hereby
appoints the Escrow Agent to act in accordance with and
subject to the terms of this Agreement, and the Escrow
Agent hereby accepts such appointment and agrees to act
in accordance with and subject to such terms.
2. Share Certificates. Subject to Rule 419, upon the
Company's distribution of its securities, the Company
shall promptly deliver to the Escrow Agent all share
certificates representing the shares issued in
connection with the Company's offering, which shall be
held in trust for the purchasers as set forth in Rule
419. The identity of the purchasers of the securities
shall be included on the stock certificates or other
documents evidencing such securities. Securities held
in trust are to remain as issued and shall be held for
the sole benefit of the purchasers, who shall have
voting rights with respect to securities held in their
names, as provide be applicable state law. No transfer
or other disposition of securities so held or any
interest related such securities shall be permitted
other than by will or the laws of descent and
distribution, or under a qualified domestic relations
order as defined by the Internal Revenue code of 1986
as amended [26 U.S.C. 1 et seq.], or Title 1 of the
Employee Retirement Income Security Act [29 U.S.C. 1001
et seq.], or the rules thereunder. Warrants,
convertible securities or other derivative securities,
if any, relating to securities held in the Escrow
Account may be exercised or converted in accordance
with their terms; provided however, that securities
received upon exercise or conversion, are also so held.
23
<PAGE>
3. Release of the shares. Upon the earlier of (i) receipt
by the Escrow Agent of a signed representation from the
Company to the Escrow Agent, that the requirements of
Rule 419(e)(1) and (e)(2) have been met, and
consummation of an acquisition(s) meeting the
requirements of Rule 419(e)(2) or (ii) written
notification from the Company to the Escrow Agent to
deliver the Offering Proceeds to another escrow agent
in accordance with Paragraph 5.8 then, in such event,
the Escrow Agent shall release the securities to the
purchasers or registered holders identified on the
trust securities or deliver such other escrow agent, as
the case may be, whereupon the Escrow Agent shall be
released from further liability hereunder.
Notwithstanding the foregoing, if an acquisition
meeting the requirements of Rule 419(e)(1) has not
occurred by a date in 18 months after the effective
date of the Registration Statement, funds held in the
Escrow Account shall be returned by first class mail or
equally prompt means to the purchasers in five business
days following that date.
4. Concerning the Escrow Agent.
The Escrow Agent shall not be liable for any actions taken or omitted by
it, or any action suffered by it to be taken or omitted by it, in good
faith and in the exercise of its own best judgment, and may rely
conclusively and shall be protected in acting upon any order, notice
demand, certificate, opinion or advice of counsel (including counsel
chosen by the Escrow Agent), statement , instrument , report or other
paper or document (not only as to its due execution and the validity and
effectiveness of its provision, but also as to the truth and
acceptability of any information therein contained) which is believed by
the Escrow Agent to be genuine and to be signed or presented by the
proper person or person.
The Escrow Agent shall not be bound by any notice or demand, or any
waiver, modification, termination or rescission of this Agreement unless
evidenced by a writing delivered to the Escrow Agent signed by the proper
party or parties and, if the duties or rights of the Escrow Agent are
affected, unless it shall have given its prior written consent thereto.
The Escrow Agent shall not be responsible for the sufficiency or
accuracy, the form of, or the execution validity, value or genuineness of
any document or property received, held or delivered by it hereunder, or
of any signature or endorsement thereon, or for any lack of endorsement
thereon, or for any description therein, nor shall the Escrow Agent be
responsible or liable in any respect on account of the identity,
authority or rights of the person executing or delivering or purporting
to execute or deliver any document or property paid or delivered by the
Escrow Agent under the provisions hereof.
The Escrow Agent shall not be liable for any loss which may be incurred
by reason of any investment of any monies or properties which it holds
hereunder. The Escrow Agent shall have the right to assume, in the
absence of written notice to the contrary from the proper person or
persons, that a fact or an event by reason of which an action would or
might be taken by the Escrow Agent does not exist or has not occurred,
without incurring liability for any action taken or omitted, in good
24
<PAGE>
faith and in the exercise of its own best judgment, in reliance upon such
assumption.
The Escrow Agent shall be indemnified and held harmless by the Company
form and against any expenses, including counsel fees and disbursements,
or loss suffered by the Escrow Agent in connection with any action, suit
or other proceeding involving any claim, or in connection with any claim
or demand, which in any way directly or indirectly arises out of or
relates to this Agreement, the services of the Escrow Agent hereunder,
the monies or other property held by it hereunder or any such expense or
loss. Promptly after the receipt by the Escrow Agent of notice of any
demand or claim or the commencement of any action, suit or proceeding,
the Escrow Agent shall, if a claim in respect thereof shall be made
against the other parties hereto, notify such parties thereof in writing;
but the failure by the Escrow Agent to give such notice shall not relieve
any party form any liability which such party may have to the Escrow
Agent hereunder. Upon the receipt of such notice, the Escrow Agent, in
its sole discretion, may commence an action in the nature of interpleader
in an appropriate court to determine ownership or disposition of the
Escrow Account or it may deposit the Escrow Account with the clerk of any
appropriate court or it may retain the Escrow Account pending receipt of
a final, non-appealable order of a court having jurisdiction over all of
the parties hereto directing to whom and under what circumstances the
Escrow Account is to be disbursed and delivered.
The Escrow Agent shall be entitled to reasonable compensation from the
Company for all services rendered by it hereunder.
From time to time on and after the date hereof, the Company shall deliver
or cause to be delivered to the Escrow Agent such further documents and
instruments and shall do or cause to be done such further acts as the
Escrow Agent shall reasonably request (it being understood that the
Escrow Agent shall have no obligation to make such request) to carry out
more effectively the provisions and purposes of this Agreement, to
evidence compliance herewith or to assure itself that it is protected in
acting hereunder.
The Escrow Agent may resign at any time and be discharged from its duties
as Escrow Agent hereunder by its giving the Company at least thirty (30)
days' prior written notice thereof. As soon as practicable after its
resignation, the Escrow Agent shall turn over to a successor escrow agent
appointed by the Company, all monies and property held hereunder upon
presentation of the document appointing the new escrow agent and its
acceptance thereof. If no new escrow agent is so appointed in the sixty
(60) day period following the giving of such notice of resignation, the
Escrow Agent may deposit the Escrow Account with any court it deems
appropriate.
The Escrow Agent shall resign and be discharged form its duties as Escrow
Agent hereunder if so requested in writing at anytime by the Company,
provided, however, that such resignation shall become effective only upon
acceptance of appointment by a successor escrow agent as provided above.
Notwithstanding anything herein to the contrary, the Escrow Agent shall
25
<PAGE>
not be relieved from liability thereunder for its own gross negligence or
its own willful misconduct.
5. Miscellaneous.
This Agreement shall for all purposes be deemed to be made under and
shall be construed in accordance with the laws of the State of Florida.
This Agreement contains the entire agreement of the parties hereto with
respect to the subject matter hereof and, except as expressly provided
herein, may not be changed or modified except by an instrument in writing
signed by the party to be charged.
The headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation thereof.
This Agreement shall be binding upon and inure to the benefit of the
respective parties hereto and their legal representatives, successors and
assigns.
Any notice or other communication required or which may be given
hereunder shall be in writing and either be delivered personally or be
mailed, certified or registered mail, return receipt requested, postage
prepaid, and shall be deemed given when so delivered personally or, if
mailed, two (2) days after the date of mailing. The parties may change
the persons and addresses to which the notices or other communications
are to be sent by giving written notice to any such change in the manner
provided herein for giving notice.
WITNESS the execution of this Agreement as of the date first above written.
4 Brandon - I, INC.
By: ______________________________________
President
This Escrow Agreement is accepted as of the ______ day of __________, 1998.
Palm State Equities, Inc.
By: _______________________________________
Authorized Representative
26
<PAGE>
EXHIBIT 2
ARTICLES OF INCORPORATION AND BYLAWS
27
<PAGE>
AMENDED ARTICLES OF INCORPORATION
OF
4 Brandon - I, Inc.
ARTICLE I - NAME AND MAILING ADDRESS
The name of this corporation is 4 Brandon - I, Inc. and the mailing
address of this corporation is 2503 W. Gardner Ct. Tampa Fl 33611.
ARTICLE II - DURATION
This corporation shall have perpetual existence.
ARTICLE III - PURPOSE
This corporation is organized to include the transaction of any or all
lawful business for which corporations may be incorporated under Chapter 607,
Florida Statutes (1975) as presently enacted and as it may be amended from time
to time.
ARTICLE IV - CAPITAL STOCK
This corporation is authorized to issue 50,000,000 shares of One Cent
common stock, which shall be designated as "Common Shares" and Twenty Million
shares of One Cent preferred stock, which shall be designated as "Preferred
Shares."
The Preferred Shares may be issued in such series and with with such
rights, privileges, and preferences as determined solely by the Board of
Directors.
ARTICLE V - INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of this
corporation is 2503 W. Gardner Ct. Tampa Fl 33611, and the
name of the initial registered agent of this corporation at that address
is Michael T. Williams.
28
<PAGE>
ARTICLE VI - INITIAL BOARD OF DIRECTORS
This corporation shall have One director(s) initially. The number of
directors may be either increased or decreased from time to time by the Bylaws,
but shall never be less than one (1). The name(s) and address(es) of the initial
director(s) of this corporation are:
NAME ADDRESS
Michael T. Williams 2503 W. Gardner Ct. Tampa Fl 33611
ARTICLE VII - INCORPORATOR(S)
The name and address of the person(s) signing these Articles of
Incorporation is (are):
NAME ADDRESS
Michael T. Williams 2503 W. Gardner Ct. Tampa Fl 33611
ARTICLE VIII - INDEMNIFICATION
The corporation shall indemnify any officer or director, or any former
officer or director, to the full extent permitted by law.
ARTICLE IX - AMENDMENT
This corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation, or any amendment thereto, and any
right conferred upon the shareholders is subject to this reservation.
ARTICLE X - AFFILIATED TRANSACTIONS AND CONTROL SHARE ACQUISITIONS
The Corporation expressly elects not to be governed by Sections
607.0901 and 607.0902 of the Florida Business Corporations Act, relating to
affiliated transactions and control share acquisitions, respectively.
29
<PAGE>
IN WITNESS WHEREOF, the undersigned incorporator(s) has (have) executed
these Articles of Incorporation this September 23, 1998.
-------------------------------
Michael T. Williams
30
<PAGE>
CERTIFICATE DESIGNATING REGISTERED AGENT
AND STREET ADDRESS FOR SERVICE OF PROCESS
WITHIN FLORIDA
Pursuant to Florida Statutes Section 48.091, 4 Brandon - I, desiring to
organize under the laws of the State of Florida, hereby designates Michael T.
Williams, located at 2503 W. Gardner Ct. Tampa Fl 33611 as its registered agent
to accept service of process within the State of Florida.
ACCEPTANCE OF DESIGNATION
The undersigned hereby accepts the above designation as registered
agent to accept service of process for the above-named corporation, at the place
designated above, and agrees to comply with the provisions of Florida Statutes
Section 48.091(2) relative to maintaining an office for the service of process.
-------------------------------
Michael T. Williams
31
BYLAWS
OF
4 Brandon - I, Inc.
ARTICLE I - MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of
this corporation shall be held at the time and place designated by the Board of
Directors of the corporation. The annual meeting of shareholders for any year
shall be held no later than thirteen (13) months after the last preceding annual
meeting of shareholders. Business transacted at the annual meeting shall include
the election of directors of the corporation.
Section 2. Special Meetings. Special meetings of the shareholders shall
be held when directed by the Board of Directors, or when requested in writing by
the holders of not less than ten percent (10%) of all the shares entitled to
vote at the meeting. A meeting requested by shareholders shall be called for a
date not less than ten (10) or more than sixty (60) days after the request is
made, unless the shareholders requesting the meeting designate a later date. The
call for the meeting shall be issued by the Secretary, unless the President,
Board of Directors, or shareholders requesting the meeting designate another
person to do so.
Section 3. Place. Meetings of shareholders may be held within or
without the State of Florida.
Section 4. Notice. Written notice stating the place, day and hour of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (10) nor more
than sixty (60) days before the meeting, either personally or by first class
mail, by or at the direction of the President, the Secretary, or the officer or
persons calling the meeting to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the shareholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.
Section 5. Notice of Adjourned Meetings. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted on the
original date of the meeting. If, however, after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this section to each shareholder
of record on the new record date entitled to vote at such meeting.
32
<PAGE>
Section 6. Closing of Transfer Books and Fixing Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholder of any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other purpose, the Board of Directors may provide that the stock transfer
books shall be closed for a stated period but not to exceed, in any case, sixty
(60) days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days immediately
preceding such meeting.
In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any determination of shareholders,
such date in any case to be not more than sixty (60) days and, in case of a
meeting of shareholders, not less than ten (10) days prior to the date on which
the particular action requiring such determination of shareholders is to be
taken.
If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date for the adjourned meeting.
Section 7. Voting Record. The officers or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten (10)
days before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number and class and series, if any, of shares held by each. The list,
for a period of ten (10) days prior to such meeting, shall be kept on file at
the registered office of the corporation, at the principal place of business of
the corporation or at the office of the transfer agent or register of the
corporation and any shareholder shall be entitled to inspect the list at any
time during usual business hours. The list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder at any time during the meeting.
If the requirements of this section have not been substantially
complied with, the meeting on demand of any shareholder in person or by proxy,
shall be adjourned until the requirements are complied with. If no such demand
is made, failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.
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Section 8. Shareholder Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. When a specified item of business is required to
be voted on by a class or series a majority of the shares of such class or
series shall constitute a quorum for the transaction of such item of business by
that class or series.
If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders unless otherwise provided by law.
After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of
shareholders entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any
adjournment thereof.
Section 9. Voting of Shares. Each outstanding share, regardless
of class, shall be entitled to one vote on each matter submitted to a vote at
a meeting of shareholders.
Treasury shares, shares of stock of this corporation owned by another
corporation the majority of the voting stock of which is owned or controlled by
this corporation, and shares of stock of this corporation held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
A shareholder may vote either in person or by proxy executed in writing
by the shareholder or his duly authorized attorney-in-fact.
At each election for directors, every shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected at
that time and for whose election he has a right to vote.
Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent, or proxy designated by the bylaws
of the corporate shareholder; or, in the absence of any applicable bylaw, by
such person as the Board of Directors of the corporate shareholder may
designate. Proof of such designation may be made by presentation of a certified
coy of the bylaws or other instrument of the corporate shareholder. In the
absence of any such designation, or in case of conflicting designation by the
corporate shareholder, the chairman of the board, president, any vice president,
secretary and treasurer of the corporate shareholder shall be presumed to
possess, in that order, authority to vote such shares.
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Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing gin the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.
On and after the date on which written notice of redemption of
redeemable shares has been mailed to the holders thereof and a sum sufficient to
redeem such shares has been deposited with a bank or trust company with
irrevocable instruction and authority to pay the redemption price to the holders
thereof upon surrender of certificates therefor, such shares shall not be
entitled to vote on any matter and shall not be deemed to be outstanding shares.
Section 10. Proxies. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting or a
shareholders' duly authorized attorney-in-fact may authorize another person or
persons to act for him by proxy.
Every proxy must be signed by the shareholder or his attorney-in-fact.
No proxy shall be valid after the expiration of eleven (11) months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided by
law.
The authority of the holder of a proxy to act shall not be revoked by
the incompetence or death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of shareholders.
If a proxy for the same shares confers authority upon two (2) or more
persons and does not otherwise provide, a majority of them present at the
meeting, or if only one (1) is present then that one, may exercise all the
powers conferred by the proxy; but if the proxy holders present at the meeting
are equally divided as to the right and manner of voting in any particular case,
the voting of such shares shall be prorated.
If a proxy expressly provides, any proxy holder may appoint in writing
a substitute to act in his place.
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Section 11. Voting Trusts. Any number of shareholders of this
corporation may create a voting trust for the purpose of conferring upon a
trustee or trustees the right to vote or otherwise represent their shares, as
provided by law. Where the counterpart of a voting trust agreement and the copy
of the record of the holders of voting trust certificates has been deposited
with the corporation as provided by law, such documents shall be subject to the
same right of examination by a shareholder of the corporation, in person or by
agent or attorney, as are the books and records of the corporation, and such
counterpart and such copy of such record shall be subject to examination by any
holder or record of voting trust certificates either in person or by agent or
attorney, at any reasonable time for any proper purpose.
Section 12. Shareholders' Agreements. Two (2) or more shareholders, of
this corporation may enter an agreement providing for the exercise of voting
rights in the manner provided in the agreement or relating to any phase of the
affairs of the corporation as provided by law. Nothing therein shall impair the
right of this corporation to treat the shareholders of record as entitled to
vote the shares standing in their names.
Section 13. Action by Shareholders Without a Meeting. Any action
required by law, these bylaws, or the articles of incorporation of this
corporation to be taken at any annual or special meeting of shareholders of the
corporation, or any action which may be taken at any annual or special meeting
of such shareholders, may be taken without a meeting, without prior notice and
without a vote, if a 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 votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. If any class of shares is entitled to vote thereon as a class, such
written consent shall be required of the holders of a majority of the shares of
each class of shares entitled to vote as a class thereon and of the total shares
entitled to vote thereon.
Within ten (10) days after obtaining such authorization by written
consent, notice shall be given to those shareholders who have not consented in
writing. The notice shall fairly summarize the material features of the
authorized action and, if the action be a merger, consolidated or sale or
exchange of assets for which dissenters rights are provided under this act, the
notice shall contain a clear statement of the right of shareholders dissenting
therefrom to be paid the fair value of their shares upon compliance with further
provisions of this act regarding the rights of dissenting shareholders.
ARTICLE II - DIRECTORS
Section 1. Function. All corporate powers shall be exercised by or
under the authority of, and business and affairs of the
corporation shall be managed under the direction of, the Board of Directors.
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Section 2. Qualification. Directors need not be residents of this
state or shareholders of this corporation.
Section 3. Compensation. The Board of Directors shall have authority
to fix the compensation of directors.
Section 4. Duties of Directors. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances.
In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements, including financial statements and
other financial data, in each case prepared or presented by:
(a) one (1) or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented,
(b) counsel, public accountants or other persons as to matters which
the director reasonably believes to be within such person's professional or
expert competence, or
(c) a committee of the board upon which he does not serve, duly
designated in accordance with a provision of the articles of incorporation or
the bylaws, as to matters within its designated authority, which committee the
director reasonable believes to merit confidence.
A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted.
A person who performs his duties in compliance with this section shall
have no liability by reason of being or having been a director of the
corporation.
Section 5. Presumption of Assent. A director of the corporation who is
present at a meeting of its Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless he
votes against such action or abstains from voting in respect thereto because of
an asserted conflict of interest.
Section 6. Number. The corporation shall have at least one (1)
director. The minimum number of directors may be increased or decreased from
time to time by amendment to these bylaws, but no decrease shall have the effect
of shortening the terms of any incumbent director and no amendment shall
decrease the number of directors below one (1), unless the stockholders have
voted to operate the corporation.
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Section 7. Election and Term. Each person named in the articles of
incorporation as a member of the initial board of directors shall hold office
until the first annual meeting of shareholders, and until his successor shall
have been elected and qualified or until his earlier resignation, removal from
office or death.
At the first annual meeting of shareholders and at each annual meeting
thereafter, the shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the term for
which he is elected and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office or death.
Section 8. Vacancies. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall hold office only until the next election of
directors by the shareholders.
Section 9. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors.
Section 10. Quorum and Voting. A majority of the number of directors
fixed by these bylaws shall constitute a quorum for the transaction of business.
The act of the majority of the directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors.
Section 11. Director Conflicts of Interest. No contract or other
transaction between this corporation and one (1) or more of its directors or any
other corporation, firm, association or entity in which one (1) or more of the
directors are directors or officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because such
director or directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their votes are counted for such purpose, if:
(a) The fact of such relationship or interest is disclosed or known to
the Board of Directors or committee which authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested directors; or
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(b) The fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable as to the
corporation at the time it is authorized by the board, a committee or
shareholders.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.
Section 12. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one (1) or more other
committees each of which, to the extent provided in such resolution shall have
and may exercise all the authority of the Board of Directors, except that no
committee shall have the authority to:
(a) approve or recommend to shareholders actions or proposals
required by law to be approved by shareholders,
(b) designate candidates for the office of director, for purposes
of proxy solicitation or otherwise,
(c) fill vacancies on the Board of Directors or any committee
thereof,
(d) amend the bylaws,
(e) authorize or approve the reacquisition of shares unless
pursuant to a general formula or method specified by the
Board of Directors, or
(f) authorize or approve the issuance or sale of, or any contract to
issue or sell, shares or designate the terms of a series of a class of shares,
except that the Board of Directors, having acted regarding general authorization
for the issuance or sale of shares, or any contract therefor, and, in the case
of a series, the designation thereof, may, pursuant to a general formula or
method specified by the Board of Directors, by resolution or by adoption of a
stock option or other plan, authorize a committee to fix the terms of any
contract for the sale of the shares and to fix the terms upon which such shares
may be issued or sold, including, without limitation, the price, the rate or
manner of payment of dividends, provisions for redemption, sinking fund,
conversion, voting or preferential rights, and provisions for other features of
a class of shares, or a series of a class of shares, with full power in such
committee to adopt any final resolution setting forth all the terms thereof and
to authorize the statement of the terms of a series for filing with the
Department of State.
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The Board of Directors, by resolution adopted in accordance with this
section, may designate one (1) or more directors as alternate members of any
such committee, who may act in the place and stead of any member or members at
any meeting of such committee.
Section 13. Place of Meetings. Regular and special meetings by the
Board of Directors may be held within or without the
State of Florida.
Section 14. Time, Notice and Call of Meetings. Regular meetings by the
Board of Directors shall be held without notice. Written notice of the time and
place of special meetings of the Board of Directors shall be given to each
director by either personal delivery, telegram or cablegram at least two (2)
days before the meeting or by notice mailed to the director at least five (5)
days before the meeting.
Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
Meetings of the Board of Directors may be called by the chairman of the
board, by the president of the corporation, or by any two (2) directors.
Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time.
Participation by such means shall constitute presence in person at a meeting.
Section 15. Action Without a Meeting. Any action required to be taken
at a meeting of the directors of a corporation, or any action which may be taken
at a meeting of the directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so to be taken, signed
by all of the directors, or all the members of the committee, as the case may
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be, is filed in the minutes of the proceedings of the board or of the committee.
Such consent shall have the same effect as a unanimous vote.
ARTICLE III - OFFICERS
Section 1. Officers. The officers of this corporation shall consist of
a president, a secretary and a treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers and agents as may
be deemed necessary may be elected or appointed by the Board of Directors from
time to time. Any two (2) or more offices may be held by the same person. The
failure to elect a president, secretary or treasurer shall not affect the
existence of this corporation.
Section 2. Duties. The officers of this corporation shall have the
following duties:
The President shall be the chief executive officer of the corporation,
shall have general and active management of the business and affairs of the
corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the stockholders and Board of Directors.
The Secretary shall have custody of, and maintain, all of the corporate
records except the financial records; shall record the minutes of all meetings
of the stockholders and Board of Directors, send all notice of meetings out, and
perform such other duties as may be prescribed by the Board of Directors or the
President.
The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meetings of stockholders and whenever else
required by the Board of Directors or the President, and shall perform such
other duties as may be prescribed by the Board of Directors or the President.
Section 3. Removal of Officers. Any officer or agent elected or
appointed by the Board of Directors may be removed by the board whenever in its
judgment the best interest of the corporation will be served thereby.
Any officer or agent elected by the shareholders may be removed only by
vote of the shareholders, unless the shareholders shall have authorized the
directors to remove such officer or agent.
Any vacancy, however occurring, in any office may be filled by the
Board of Directors, unless the bylaws shall have expressly reserved such power
to the shareholders.
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Removal of any officer shall be without prejudice to the contract
rights, if any, of the person so removed; however, election or appointment of an
officer or agent shall not of itself create contract rights.
ARTICLE IV - STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in this corporation shall
be entitled to have a certificate, representing all shares to which he is
entitled. No certificate shall be issued for any share until such share is fully
paid.
Section 2. Form. Certificates representing shares in this corporation
shall be signed by the President or Vice-President and the Secretary or an
Assistant Secretary and may be sealed with the seal of this corporation or a
facsimile thereof. The signatures of the President or Vice-President and the
Secretary or Assistant Secretary may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or a registrar, other than the
corporation itself or an employee of the corporation. In case any officer who
signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the corporation with the same effect as if he were such officer at the
date of its issuance.
Every certificate representing shares which are restricted as to the
sale, disposition or other transfer of such shares shall state that such shares
are restricted as to transfer and shall set forth or fairly summarize upon the
certificate, or shall state that the corporation will furnish to any shareholder
upon request and without charge a full statement of, such restrictions.
Each certificate representing shares shall state upon the fact thereof:
the name of the corporation; that the corporation is organized under the laws of
this state; the name of the person or persons to whom issued; the number and
class of shares, and the designation of the series, if any, which such
certificate represents; and the par value of each share represented by such
certificate, or a statement that the shares are without par value.
Section 3. Transfer of Stock. The corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder or record of by his duly authorized attorney, and the signature of
such person has been guaranteed by a commercial bank or trust company or by a
member of the New York or American Stock Exchange.
Section 4. Lost, Stolen, or Destroyed Certificates. The corporation
shall issue a new stock certificate in the place of any certificate previously
issued if the holder of record of the certificate (a) makes proof in affidavit
form that it has been lost, destroyed or wrongfully taken; (b) requests the
issue of a new certificate before the corporation has notice that the
certificate has been acquired by a purchaser for value in good faith and without
notice of any adverse claim; (c) gives bond in such form as the corporation may
direct, to indemnify the corporation, the transfer agent, and registrar against
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any claim that may be made on account of the alleged loss, destruction, or theft
of a certificate; and (d) satisfies any other reasonable requirements imposed by
the corporation.
ARTICLE V - BOOKS AND RECORDS
Section 1. Books and Records. This corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders, board of directors and committees of directors.
This corporation shall keep at its registered office or principal place
of business, or at the office of its transfer agent or registrar, a records of
its shareholders, giving the names and addresses of all shareholders, and the
number, class and series, if any, of the shares held by each.
Any books, records and minutes may be in written form or in any other
form capable of being converted into written form within a reasonable time.
Section 2. Shareholders' Inspection Rights. Any person who shall have
been a holder of record of shares or of voting trust certificates therefor at
least six (6) months immediately preceding his demand or shall be the holder of
record of, or the holder of record of voting trust certificates for, at least
five percent (5%) of the outstanding shares of any class or series of the
corporation, upon written demand stating the purpose thereof, shall have the
right to examine, in person or by agent or attorney, at any reasonable time or
times, for any proper purpose its relevant books and records of accounts,
minutes and records of shareholders and to make extracts therefrom.
Section 3. Financial Information. Not later than four (4) months after
the close of each fiscal year, this corporation shall prepare a balance sheet
showing in reasonable detail the financial condition of the corporation as of
the close of its fiscal year, and a profit and loss statement showing the
results of the operations of the corporation during its fiscal year.
Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to such
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.
The balance sheets and profit and loss statements shall be filed in the
registered office of the corporation in this state, shall be kept for at least
five (5) years, and shall be subject to inspection during business hours by any
shareholder or holder of voting trust certificates, in person or by agent.
ARTICLE VI - DIVIDENDS
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The Board of Directors of this corporation may, from time to time,
declare and the corporation may pay dividends on its shares in cash, property or
its own shares, except when the corporation is insolvent or when the payment
thereof would render the corporation insolvent or when the declaration or
payment thereof would be contrary to any restrictions contained in the articles
of incorporation, subject to the following provisions:
(a) Dividends in cash or property may be declared and paid, except as
otherwise provided in this section, only out of the unreserved and unrestricted
earned surplus of the corporation or out of capital surplus, howsoever arising
but each dividend paid out of capital surplus, and the amount per share paid
from such surplus shall be disclosed to the shareholders receiving the same
concurrently with the distribution.
(b) Dividends may be declared and paid in the corporation's own
treasury shares.
(c) Dividends may be declared and paid in the corporation's own
authorized but unissued shares out of any unreserved and unrestricted surplus of
the corporation upon the following conditions:
(1) If a dividend is payable in shares having a par value,
such shares shall be issued at not less than the par value thereof and there
shall be transferred to stated capital at the time such dividend is paid an
amount of surplus equal to the aggregate par value of the shares to be issued as
a dividend.
(2) If a dividend is payable in shares without a par value,
such shares shall be issued at such stated value as shall be fixed by the Board
of Directors by resolution adopted at the time such dividend is declared, and
there shall be transferred to stated capital at the time such dividend is paid
an amount of surplus equal to the aggregate stated value so fixed in respect of
such shares; and the amount per share so transferred to stated capital shall be
disclosed to the shareholders receiving such dividend concurrently with the
payment thereof.
(d) No dividend payable in shares of any class shall be paid to the
holders of shares of any other class unless the articles of incorporation so
provide or such payment is authorized by the affirmative vote or the written
consent of the holders of at least a majority of the outstanding shares of the
class in which the payment is to be made.
(e) A split-up or division of the issued shares of any class into a
greater number of shares of the same class without increasing the stated capital
of the corporation shall not be construed to be a share dividend within the
meaning of this section.
ARTICLE VII - CORPORATE SEAL
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The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation as
it appears on page 1 of these bylaws.
ARTICLE VIII - AMENDMENTS
These bylaws may be repealed or amended, and new bylaws may be adopted,
by the Board of Directors.
End of bylaws adopted by the Board of Directors.
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EXHIBIT 3
CONSENT OF WILLIAMS LAW GROUP, P.A.
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WILLIAMS LAW GROUP, P.A.
2503 West Gardner Court
Tampa, FL 33611
February 22, 1999
4 Brandon - I, INC.
RE: Registration Statement on Form SB-2
Gentlemen:
I have acted as your counsel in the preparation on a Registration Statement
on Form SB-2 (the "Registration Statement") filed by you with the Securities and
Exchange Commission covering shares of Common Stock of 4 Brandon - I, Inc. (the
"Stock").
In so acting, I have examined and relied upon such records, documents and
other instruments as in our judgment are necessary or appropriate in order to
express the opinion hereinafter set forth and have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us
certified or photostatic copies.
Based on the foregoing, I am of the opinion that:
The Stock, when issued and delivered in the manner and/or the terms
described in the Registration Statement (after it is declared effective), will
duly and validly issued, fully paid and nonassessable;
I hereby consent to the reference to my name in the Registration Statement
under the caption "Legal Matters" and to the use of this opinion as an exhibit
to the Registration Statement. In giving this consent, I do not hereby admit
that I come within the category of a person whose consent is required under
Section7 of the Act, or the general rules and regulations thereunder.
Very truly yours,
/S/Michael T. Williams
- - -----------------------------------
Michael T. Williams
47
EXHIBIT 4
CONSENT OF BEARD, NERTNEY, KINGERY, CROUSE & HOHL, P.A.
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BEARD NERTNEY KINGERY CROUSE & HOHL P.A.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
SB-2 No. 333-71659) with respect to our report dated January 20, 1999, with
respect to the financial statements of 4 Brandon - I, Inc. for the period ended
December 31, 1998 filed with the Securities and Exchange Commission.
February 22, 1999
/s/ BEARD NERTNEY KINGERY CROUSE & HOHL P.A.
49
EXHIBIT 5
CONSENT OF WILLIAMS LAW GROUP, P.A., (SEE EXHIBIT 2)
50
