As filed with the SEC on March 24, 1999 SEC Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to
Section 12(b) or (g) of the Securities Exchange Act of
1934
Eighth Business Service Group, Inc.
(Exact name of registrant as specified in its charter)
Florida Applied For
(State or other jurisdiction of (I.R.S. Employer Identi-
incorporation or organization) fication No.)
2503 W. Gardner Ct., Tampa, FL. 33611
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (813) 831-9348
Securities to be registered pursuant to Section 12(b) of the Act: Title
of each class Name of each exchange on which to be so registered
each class is to be registered
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of class)
Preferred Stock
(Title of class)
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Information Required in Registration Statement
Item 1. Business.
PROPOSED BUSINESS
History and Organization
We were organized under the laws of the State of Florida in March, 1999.
Since inception, our primary activity has been directed to organizational
efforts and obtaining initial financing. We were formed as a vehicle to pursue a
business combination. We have not engaged in any preliminary efforts intended to
identify possible business combination and have neither conducted negotiations
concerning nor entered into a letter of intent concerning any such acquisition
candidate.
Our initial public offering will comprise 100,000 shares of common stock at
a purchase price of $0.05 per share.
We are filing this registration statement in order to initiate a public
offering for our securities.
Operations
We were organized for the purposes of creating a corporate vehicle to seek,
investigate and, if such investigation warrants, engage in business combinations
presented to us by persons or firms who or which desire to employ our funds in
their business or to seek the perceived advantages of publicly-held corporation.
Our principal business objective will be to seek long-term growth potential in a
business combination venture rather than to seek immediate, short-term earnings.
We will not restrict our search to any specific business, industry or
geographical location.
We do not currently engage in any business activities that provide any cash
flow. The costs of identifying, investigating, and analyzing business
combinations will be paid with money in our treasury or loaned by management.
Persons purchasing shares in this offering and other shareholders will most
likely not have the opportunity to participate in any of these decisions. Our
proposed business is sometimes referred to as a "blank check" company because
you will entrust your investment monies to our management before they have a
chance to analyze any ultimate use to which their money may be put. Although
substantially all of the funds of this offering are intended to be utilized
generally to close a business combination, such proceeds are not otherwise being
designated for any specific purposes. Under rule 419, prospective your who
invest in us will have an opportunity to evaluate the specific merits or risks
of only the business combination management decides to enter into. Cost overruns
will be borne by management. This is based on an written agreement between
management and us.
We may seek a business combination in the form of firms which:
o Have recently commenced operations
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o Are developing companies in need of additional funds for expansion into
new products or markets
o Are seeking to develop a new product or service
o Are established businesses which may be experiencing financial or
operating difficulties and are in need of additional capital
A business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital but which desires to
establish a public trading market for our shares, while avoiding what they may
deem to be adverse consequences of undertaking a public offering itself, such
as:
o Time delays
o Significant expense
o Loss of voting control
o Compliance with various federal and state securities laws
We will not acquire an acquisition candidate unless the fair value of the
acquisition candidate represents 80% of the maximum offering proceeds. To
determine the fair market value of an acquisition candidate, our management will
examine the audited financial statements, including balance sheets and
statements of cash flow and stockholders' equity, of any candidate, focusing
attention on a potential acquisition candidate's assets, liabilities, sales and
net worth. If we determine that the financial statements of a proposed
acquisition candidate do not clearly indicate that the fair market value test
has been satisfied, we will obtain an opinion from an investment banking firm
which is a member of National Association of Securities Dealers, Inc. to the
satisfaction of such criteria.
Based upon the probable desire on the part of the owners of acquisition
candidates to assume voting control over us in order to avoid tax consequences
or to have complete authority to manage the business, we will combine with just
one acquisition candidate. This lack of diversification should be considered a
substantial risk in investing in us because we will not permit us to offset
potential losses from one venture against gains from another.
Upon closing of a business combination, there will be a change in control
which will result in the resignation of our present officers and directors.
None of our officers or directors have had any preliminary contact or
discussions with any representative of any other entity regarding a business
combination. Accordingly, any acquisition candidate that is selected may be a
financially unstable company or an entity in our early stage of development or
growth, including entities without established records of sales or earnings.
Accordingly, we may become subjected to numerous risks inherent in the business
and operations of financially unstable and early stage or potential emerging
growth companies. In addition, we may effect a business combination with an
entity in an industry characterized by a high level of risk. Although management
will endeavor to evaluate the risks inherent in a particular industry or
acquisition candidate, there can be no assurance that we will properly ascertain
or assess all significant risks.
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We anticipate that the selection of a business combination will be complex
and extremely risky. Management believes that there are numerous firms seeking
even the limited additional capital which we will have and/or the benefit of a
publicly traded corporation because of:
o General economic conditions
o Rapid technological advances being made in some industries
o Shortages of available capital
Such perceived benefit of a publicly traded corporation may include:
o Facilitating or improving the terms on which additional equity financing
may be sought
o Providing liquidity for the principals of a business
o Creating a means for providing incentive stock options or similar
benefit to key employees
o Providing liquidity, subject to restrictions of applicable statutes, for
all shareholders
Potentially available business combinations may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.
Evaluation of Business Combinations
The analysis of business combinations will be undertaken by or under the
supervision of our officers and director, none of whom is a professional
business analyst. Management intends to concentrate on identifying preliminary
prospective business combinations which may be brought to our attention through
present associations. In analyzing prospective business combinations, management
will consider only that the proposed acquisition candidate can pay all of the
amounts due our present management.
Because we will be subject to Section 13 or 15(d) of the Securities
Exchange Act of 1934, we will be required to furnish certain information about
significant acquisitions, including audited financial statements for the
business acquired, covering one, two or three years depending upon the relative
size of the acquisition. Consequently, acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the Exchange Act are
applicable. In the event our obligation to file periodic reports is suspended
under Section 15(d), we intend on voluntarily filing such reports.
Any business combination will present certain risks. Many of these risks
cannot be adequately identified prior to selection, and your must, therefore,
depend on the ability of management to identify and evaluate such risks. In the
case of some of the potential combinations available to us, it is possible that
the promoters of an acquisition candidate have been unable to develop a going
concern or that such business is in our development stage in that it has not
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generated significant revenues from its principal business activity prior to our
merger or acquisition. There is a risk, even after the closing of a business
combination and the related expenditure of our funds, that the combined
enterprises will still be unable to become a going concern or advance beyond the
development stage. The combination may involve new and untested products,
processes, or market strategies which may not succeed. Such risks will be
assumed by us and, therefore, our shareholders.
Business Combinations
In implementing a structure for a particular business acquisition, we may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. We may also purchase
stock or assets of an existing business. The manner of the business combination
will depend on:
o The nature of the acquisition candidate o The respective needs and desires of
us and other parties o The management of the acquisition candidate opportunity o
The relative negotiating strength of us and such other management
Your should note that any merger or acquisition closed by us can be
expected to have a significant dilutive close on the percentage of shares held
by our then-shareholders, including purchasers in this offering. On the closing
of a business combination, the acquisition candidate will have significantly
more assets than us; therefore, management plans to offer a controlling interest
in us to the acquisition candidate. While the actual terms of a transaction to
which we may be a party cannot be predicted, we may be expected that the parties
to the business transaction will find we desirable to avoid the creation of a
taxable event and thereby structure the acquisition in a so-called tax-free
reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code of
1954. In order to obtain tax-free treatment under the code, it may be necessary
for the owners of the acquired business to own 80% or more of the voting stock
of the surviving entity. In such event, the shareholders of us, including your
in this offering, would retain less than 20% of the issued and outstanding
shares of the surviving entity, which would be likely to result in significant
dilution in the equity of such shareholders. Management may choose to comply
with these provisions. In addition, all of our directors and officers will, as
part of the terms of the acquisition transaction, resign as directors and
officers.
Management will not actively negotiate or otherwise consent to the purchase
of any portion of their common stock as a condition to or for a proposed
business combination unless such a purchase is requested by an acquisition
candidate as a condition to a merger or acquisition. Our officers and director
have agreed to comply with this provision which is based on a written agreement
among management. Management is unaware of any circumstances under which such
policy through their own initiative may be changed.
We anticipate that any securities issued in a reorganization would be
issued in reliance on exemptions from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
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of this transaction, we may agree to register such securities either at the time
the transaction is closed, under certain conditions, or at specified times
thereafter. The issuance of substantial additional securities and their
potential sale into any trading market which may develop in our common stock may
have a depressive effect on such market.
If at any time prior to the completion of this offering we enter
negotiations with a possible merger candidate and such a transaction becomes
probable, then this offering will be suspended so that an amendment can be filed
which will include financial statements (including balance sheets and statements
of cash flow and stockholders' equity) of the proposed target.
We will not enter into a business combination with any company which is in
any way wholly or partially beneficially owned by any officer, director,
promoter or affiliate or associate of us. Our officers and directors have not
approached and have not been approached by any person or entity with regard to
any proposed business ventures to us. We will evaluate all possible business
combinations brought to us. If at any time a business combination is brought to
us by any of our promoters, management, or their affiliates or associates,
disclosure as to this fact will be included in the post-effective amendment,
thereby allowing the public your the opportunity to fully evaluate the business
combination.
We have adopted a policy that we will not pay a finder's fee to any member
of management for locating a merger or acquisition candidate. No member of
management intends to or may seek and negotiate for the payment of finder's
fees. In the event there is a finder's fee, it will be paid at the direction of
the successor management after a change in management control resulting from a
business combination. Our policy regarding finder's fees is based on a written
agreement among management. Management is unaware of any circumstances under
which such policy through their own initiative may be changed.
We will remain an insignificant player among the firms that engage in
business combinations. There are many established venture capital and financial
concerns which have significantly greater financial and personnel resources and
technical expertise than us. In view of our combined limited financial resources
and limited management availability, we will continue to be at a significant
competitive disadvantage compared to our competitors. Also, we will be competing
with a large number of other small, blank check public companies located
throughout the United States.
We do not intend to advertise or promote ourselves. Instead, our management
will actively search for potential acquisition candidates. In the event
management decides to advertise in the form of an ad in a legal publication to
attract an acquisition candidate, the cost of such advertising will be assumed
by management.
Employees
We presently have no employees. Each of our officers and director are engaged in
business activities outside of us, and the amount of time they will devote to
our business will only be between five (5) and twenty (20) hours per person per
week. Upon completion of the public offering, it is anticipated that management
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will devote the time necessary each month to our affairs of until a successful
business opportunity has been acquired.
Year 2000 Issues
Because we currently have no operations, we do not anticipate incurring
significant expense with regard to Year 2000 issues.
Item 2. Financial Information.
SELECTED FINANCIAL DATA
The following information concerning our financial position and operations is as
of and for the two days ended March 17, 1999.
Total assets $ 0
Total liabilities 0
Equity 0
Sales 0
Net loss 79
Net loss per share 0.00
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
We are a development stage entity, and have neither engaged in any
operations nor generated any revenues to date. We have no assets. Our expenses
to date, all funded by a loan from management, are $79. We also owe $60,000 in
salary to our management. We expect this obligation to be paid by the
acquisition candidate as part of the acquisition agreement.
Substantially all of our expenses that must be funded by management will be
from our efforts to identify a suitable acquisition candidate and close the
acquisition. Management has orally agreed to fund our cash requirements until
an acquisition is closed. So long as management does so, we will have
sufficient funds to satisfy our cash requirements and do not expect to have to
raise additional funds during the entire rule 419 escrow period of up to 18
months from the date of this prospectus. This is primarily because we
anticipate incurring no significant expenditures. Before the conclusion of this
offering, we anticipate our expenses to be limited to accounting fees, legal
fees, telephone, mailing, filing fees, occupational license fees, and transfer
agent fees.
We may seek additional financing. At this time we believe that the funds to
be provided by management will be sufficient for funding our operations until we
find an acquisition and therefore do not expect to issue any additional
securities before the closing of a business combination. However, we may issue
additional securities, incur debt or procure other types of financing if needed.
We have not entered into any agreements, plans or proposals for such financing
and as of present have no plans to do so. We will not use the offering funds as
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collateral or security for any loan or debt incurred. Further, the offering
funds will not be used to pay back any loan or debts incurred by us. If we do
require additional financing, this financing may not be available to us, or if
available, may not be on terms acceptable to us.
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.
Item 3. Properties.
We are presently using the office of Michael T. Williams, 2503 W. Gardner Ct.,
Tampa FL, at no cost as our office. Such arrangement is expected to continue
after completion of this offering only until a business combination is closed,
although there is currently no such agreement between us and Mr. Williams. We at
present own no equipment, and do not intend to own any upon completion of this
offering.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
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 1,000,000 shares
of common stock outstanding following the offering:
Shares Owned Percentage
- -------------------------------------------------------------------------
Michael T. 1,000,000
Williams 100%
100100%
2503 W.
Gardner Ct.
Tampa FL 33611
- -------------------------------------------------------------------------
All directors 1,000,000 100%
and officers as
a group -
1 persons
- -------------------------------------------------------------------------
Mr. Williams may be deemed our promoter, as that term is defined under
the Securities Act of 1933.
Item 5. Directors and Executive Officers.
The following table and subsequent discussion sets forth information about our
director and executive officers, who will serve in the same capacity with us
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upon completion of the offering, but will resign upon the closing of the merger.
Our director and executive officer was elected to his position in March, 1999.
Name Age Title
Michael T. Williams 50 President, Treasurer and Director
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.
Item 6. Executive Compensation.
The following table sets forth all compensation awarded to, earned by, or paid
for services rendered to us in all capacities during the period ended March 17,
1999, by our other executive officers whose salary and bonus for period ended
March 17, 1999 exceeded $100,000.
Summary Compensation Table
Long-Term Compensation Awards
Name and Principal Annual
- ------------------- ------
Position Compensation - 1998
- -------- -------------------
Salary ($) Bonus ($) Number of Shares
Underlying Options (#)
Michael T. Williams, None None None
President
We have agreed orally to pay Michael T. Williams $60,000 of salary for all
services rendered and to be rendered from March 22, 1999 until the acquisition
closes. This debt will be assumed and paid by the acquisition candidate.
Except as described above, we will not pay any of the following types of
compensation or other financial benefit to our management or current
stockholders:
o Consulting Fees
o Finders' Fees
o Sales of insiders' stock positions in whole or in part to the private
company, the blank check company and/or principals thereof
o Any other methods of payments by which management or current
shareholders receive funds, stock, other assets or anything of value
whether tangible or intangible
These provisions are the subject of a written agreement between management and
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our current stockholders and us. Management is not aware of any circumstances
under which this policy, through their own initiative, may be changed.
Item 7. Certain Relationships and Related Transactions.
A conflict of interest may arise between management's personal financial
benefit and management's fiduciary duty to you. You should note that our present
shareholder owns 100% of us. Further, management's interest in their own
financial benefit may at some point compromise their fiduciary duty to you. Any
remedy available under the laws of Florida, if management's fiduciary duties are
compromised, will most likely be prohibitively expensive and time consuming.
We have established the a policy that prohibits transactions with or payment of
anything of value to any present officers, director, promoter or affiliate or
associate or any company that is in any way or in any amount beneficially owned
by any of our officers, director, promoter or affiliate or associate, except as
follows:
o Williams Law Group, P.A. will provide but will not be paid anything by
us for legal services.
o We owe our president, Michael T. Williams, $60,000 in salary. The
acquisition candidate must agree to pay this debt in the acquisition
agreement.
Our director and officer are or may become, in their individual capacities,
officers, directors, controlling shareholders and/or partners of other entities
engaged in a variety of businesses. Michael T. Williams is engaged in business
activities outside of us, and the amount of time he will devote to our business
will only be about five (5) to twenty (20) hours each per month. There exists
potential conflicts of interest including allocation of time between us and such
other business entities.
Conflicts with other blank check companies with which members of management
are currently and may become affiliated in the future will arise in the
pursuit of business combinations. These conflicts will involve only Michael
T. Williams. Mr. M. T. Williams has in the past formed other what would be
deemed blank check entities for himself. He intends to continue to do so in
the future. Except for 4 Brandon - I, Inc., none of these entities has or
will engage in any public offering of its securities prior to entering into a
business combination agreement. None of such entities has entered into an
agreement to acquire any business or has acquired any business.
To aid the resolution of these conflicts, he and we have agreed to the following
procedure:
o None of the existing blank check entities except for 4 Brandon - I,
Inc.will file registration statements under the Securities Act to sell
their securities prior to entering into a business combination
agreement.
o All acquisition candidates will first be presented to for 4 Brandon - I,
Inc.and any other blank check companies that file a registration
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statement under the Securities Act to sell their securities prior to
entering into a business combination agreement in order starting with
the company with the earliest effective date of a registration
statement. If there are no other affiliated blank check companies
that have filed these registration statements, then acquisition
candidates will be presented based upon the earliest time and date on
which such companies were formed.
Item 8. Legal Proceedings.
We not a party to or aware of any pending or threatened lawsuits or other
legal actions.
Item 9. Market Price of and Dividends on the Registrant's Common Equity
and Related Stockholder Matters.
Prior to the date hereof, there has been no trading market for our common
stock. The outstanding common stock was sold in reliance upon an exemption from
registration contained in Section 4(2) of the Securities Act. Management owns
100% of our stock. As a result, there is no likelihood of an active public
trading market, as that term is commonly understood, developing for the shares.
There can be no assurance that a trading market will develop upon the closing of
a business combination. To date, neither we nor anyone acting on our behalf has
taken any affirmative steps to retain or encourage any broker dealer to act as a
market maker for our common stock. Further, there have been no discussions or
understandings, preliminary or otherwise, between us or anyone acting on our
behalf and any market maker regarding the participation of any such market maker
in the future trading market, if any, for our common stock.
Present management does not anticipate that any such negotiations,
discussions or understandings shall take place prior to the execution of an
acquisition agreement. Management expects that discussions in this area will
ultimately be initiated by the party or parties controlling the entity or assets
which we may acquire. Such party or parties may employ consultants or advisors
to obtain such market maker, but our present management has no intention of
doing so at the present time.
There are no outstanding options or warrants to purchase, or securities
convertible into, our common equity. The 1,000,000 shares of our common stock
currently outstanding are restricted securities as that term is defined in the
Securities Act. Under Rule 144 of the Securities Act, if all the shares being
offered hereto are sold, the holders of the restricted securities may each sell
10,000 shares during any three (3) month period after March 16, 2000.
Item 10. Recent Sales of Unregistered Securities.
None, except the 1,000,000 shares issued to Mr. Williams for no
consideration upon formation of the company in reliance upon Section 4(2) of the
Securities Act.
Item 11. Description of Registrant's Securities to be Registered.
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DESCRIPTION OF CAPITAL STOCK
------------------------------------------------------------------
Authorized Capital Stock Under Shares Of Capital Stock
Our Articles Of Incorporation Outstanding
After offering
------------------------------------------------------------------
------------------------------------------------------------------
50,000,000 shares of common stock 1,000,000 shares of common
------------------------------------------------------------------
------------------------------------------------------------------
20,000,000 shares of preferred No shares of preferred stock
stock
------------------------------------------------------------------
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
You have voting rights for your shares.
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.
You have dividend rights for your shares.
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.
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You have no right to acquire shares of stock based upon your percentage
ownership of our shares when we sell 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.
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.
--------------------------------------------------------
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:
--------------------------------------------------------
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.
--------------------------------------------------------
Item 12. Indemnification of Directors and Officers.
Our directors are bound by the general standards for directors provisions in
Florida law. These provisions allow our directors in making decisions to
consider any factors as they 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. Florida law limits our directors' liability.
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We have agreed to indemnify all our directors, meaning that we will pay for
damages they incur for properly acting as directors. The SEC believes that this
indemnification may not be given for violations of the Securities Act of 1933
that governs the distribution of our securities.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the registrant
under the foregoing provisions, the registrant has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against the public policy as expressed in the securities Act and is therefore,
unenforceable.
Item 13. Financial Statements and Supplementary Data.
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Eighth Business Service Group, Inc.
(A Development Stage Enterprise)
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
Independent Auditors' Report 17
Financial Statements as of and for the period
March 15, 1999
(date of incorporation) to March 17, 1999:
Balance Sheet 18
Statement of Operations 19
Statement of Stockholders' Equity 20
Statement of Cash Flows 21
Notes to Financial Statements 22
- -------------------------------------------------------------------------------
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[Letterhead of Beard Nertney Kingery Crouse & Hohl P.A.]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of Eighth Business Service Group, Inc:
We have audited the accompanying balance sheet of Eighth Business Service Group,
Inc. (the "Company"), a development stage enterprise, as of March 17, 1999, and
the related statements of operations, stockholders' equity and cash flows for
the period March 15, 1999 (date of incorporation) to March 17, 1999. 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 March 17,
1999, and the results of its operations and its cash flows for the period March
15, 1999 (date of incorporation) to March 17, 1999 in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Notes A and B to the
financial statements, the Company is in the development stage and will require a
significant amount of capital to commence its planned principal operations and
proceed with its business plan. As of the date of these financial statements, an
insignificant amount of capital has been raised, and as such there is no
assurance that the Company will be successful in its efforts to raise the
necessary capital to commence its planned principal operations and/or implement
its business plan. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to this
matter are described in Note B. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Beard Nertney Kingery Crouse & Hohl P.A.
March 18, 1999
17
<PAGE>
Eighth Business Service Group, Inc.
(A Development Stage Enterprise)
BALANCE SHEET AS OF MARCH 17, 1999
- -------------------------------------------------------------------------------
TOTAL $ 0
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY:
Preferred stock - no par value - 20,000,000
shares authorized; 0 shares issued and
outstanding $ 0
Common stock - no par value - 50,000,000 shares
authorized; 1,000,000 shares issued and
outstanding 79
Deficit accumulated during the development stage
(79)
---------
Total stockholders' equity 0
---------
TOTAL $ 0
=========
- -------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS
18
<PAGE>
Eighth Business Service Group, Inc.
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
For the period March 15, 1999 (date of incorporation)
to March 17, 1999
- -------------------------------------------------------------------------------
EXPENSES -
Organizational costs $ 79
-----------
NET LOSS $ 79
===========
NET LOSS PER SHARE:
Basic $ 0
===========
Weighted average number of shares - basic 1,000,000
===========
- -------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS
19
<PAGE>
Eighth Business Service Group, Inc.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS'EQUITY
For the period March 15, 1999 (date of incorporation)
to March 17, 1999
- -------------------------------------------------------------------------------
Deficit
Accumulated
During
the
Common Preferred
Development
Shares Value Shares Value Stage Total
-------- ------- ------- ------ ------- -----
Balances, March 15, 0 $ 0 0 $ 0 $ 0 $ 0
1999 (date of
incorporation)
Proceeds from the
issuance
of common stock 1,000,000 79 79
Net loss for the
period,
March 15, 1999
(date of
incorporation)
to March 17, 1999 (79) (79)
-------- --------- ------- ------ ------- -------
Balances March 17, 1,000,000 $ 79 $ 0 $ 0 $ (79) $ 0
1999
======== ========= ======= ======= ======= =======
- -------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS
20
<PAGE>
Eighth Business Service Group, Inc.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
For the period March 15, 1999 (date of incorporation)
to March 17, 1999
- -------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $
(79)
---------
NET CASH USED IN OPERATING ACTIVITIES (79)
---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 79
---------
NET CASH PROVIDED BY FINANCIANG ACTIVITIES 79
---------
NET CHANGE IN CASH AND CASH EQUIVALENTS 0
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 0
---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 0
=========
Interest paid $ 0
=========
Taxes paid $ 0
=========
- -------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS
21
<PAGE>
Eighth Business Service Group, Inc.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
NOTE A - FORMATION AND OPERATIONS OF THE COMPANY
Eighth Business Service Group, Inc. (the "Company") was incorporated under the
laws of the state of Florida on March 15, 1999. The Company, which is considered
to be in the development stage as defined in Financial Accounting Standards
Board Statement No. 7, intends to investigate and, if such investigation
warrants, engage in business combinations. The planned principal operations of
the Company have not commenced, therefore accounting policies and procedures
have not yet been established.
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
NOTE B - GOING CONCERN
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company will require a
significant amount of capital to commence its planned principal operations and
proceed with its business plan. Accordingly, the Company's ability to continue
as a going concern is dependent upon its ability to secure an adequate amount of
capital to finance its planned principal operations and/or implement its
business plan. The Company's plans include a public offering of its common stock
(see Note D), however there is no assurance that they will be successful in
their efforts to raise capital. This factor, among others, may indicate that the
Company will be unable to continue as a going concern for a reasonable period of
time.
22
<PAGE>
NOTE C - INCOME TAXES
During the period March 15, 1999 (date of incorporation) to March 17, 1998, the
Company recognized losses for both financial and tax reporting purposes.
Accordingly, no deferred taxes have been provided for in the accompanying
statement of operations.
NOTE D - PROPOSED COMMON STOCK OFFERING
The Company intends to file a registration statement for the sale of up to
100,000 shares of the Company's common stock at $0.05 per share. The existing
shareholders do not intend to offer any shares for sale. The offering is on a
best efforts, no minimum basis. As such, there will be no escrow of any of the
proceeds of the offering and the Company will have the immediate use of such
funds to finance its operations.
- -------------------------------------------------------------------------------
23
<PAGE>
Item 14. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
None.
Item 15. Financial Statements and Exhibits.
(a) List separately all financial statements filed as part of the
registration statement. Financial statements as of and for the two days ended
March 17, 1999 have been included under Item 13, Financial statements and
supplementary data.
(b) Furnish the exhibits required by Item 601 of Regulation S-K.
Number Exhibit Name
3.1Articles of Incorporation
3.2By-Laws
5 Opinion Regarding Legality
23.1 Consent of Accountant
23.2 Consent of Counsel
24
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Eighth Business Service Group, Inc.
Date: March 17, 1999
By /s/ Michael T. Williams
Michael T. Williams, President
25
<PAGE>
Date Filed: March 24, 1999 SEC File No._______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
REGISTRATION STATEMENT
ON FORM 10
UNDER
THE SECURITIES ACT OF 1934
Eighth Business Service Group, Inc.
(Consecutively numbered pages 27 through 52 of this Registration Statement)
26
<PAGE>
INDEX TO EXHIBITS
- -------------------------------------------------------------------------
EXHIBIT NO. SEC REFERENCE TITLE OF DOCUMENT LOCATION
NUMBER
- -------------------------------------------------------------------------
1 3 Articles of Incorporation Page 28
- -------------------------------------------------------------------------
2 3 Bylaws Page 33
- -------------------------------------------------------------------------
3 5 Consent of Williams Law Page 49
Group P.A.
- -------------------------------------------------------------------------
4 23 Consent of Beard, Page 51
Nertney, Kingery, Crouse
& Hohl, P.A.
- -------------------------------------------------------------------------
5 23 Consent of Williams Law (See Exhibit
Group P.A. (See Exhibit 3) 3)
- -------------------------------------------------------------------------
27
<PAGE>
EXHIBIT 1
Articles of Incorporation
28
<PAGE>
ARTICLES OF INCORPORATION
OF
Eighth Business Service Group, Inc.
ARTICLE I - NAME AND MAILING ADDRESS
The name of this corporation is Eighth Business Service Group, 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 no par value
common stock, which shall be designated as "Common Shares" and Twenty Million
shares of no par value preferred stock, which shall be designated as "Preferred
Shares."
The Preferred Shares may be issued in such series and 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.
29
<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.
30
<PAGE>
IN WITNESS WHEREOF, the undersigned incorporator(s) has (have) executed
these Articles of Incorporation this March 11, 1999.
-------------------------------
Michael T. Williams
31
<PAGE>
CERTIFICATE DESIGNATING REGISTERED AGENT
AND STREET ADDRESS FOR SERVICE OF PROCESS
WITHIN FLORIDA
Pursuant to Florida Statutes Section 48.091, Eighth Business Service Group,
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
32
<PAGE>
EXHIBIT 2
BY-LAWS
33
<PAGE>
BYLAWS
OF
Eighth Business Service Group, 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.
34
<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.
35
<PAGE>
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.
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.
36
<PAGE>
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.
37
<PAGE>
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
38
<PAGE>
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.
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.
39
<PAGE>
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.
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
40
<PAGE>
contract or transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested directors; or
(b) The fact of such relationship or interest is disclosed or known to the
shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable 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
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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.
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.
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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 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.
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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.
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
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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 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.
45
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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.
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ARTICLE VI - DIVIDENDS
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
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.
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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.
48
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OPINION and CONSENT OF Williams Law Group P.A.
49
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WILLIAMS LAW GROUP, P.A.
2503 West Gardner Court
Tampa, FL 33611
March 18, 1999
Eighth Business Service Group, Inc.
RE: Registration Statement on Form 10
Gentlemen:
I have acted as your counsel in the preparation on a Registration Statement
on Form 10 (the "Registration Statement") filed by you with the Securities and
Exchange Commission covering shares of Common Stock of Eighth Business Service
Group, 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
and to the use of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/S/Michael T. Williams
- - -----------------------------------
Michael T. Williams
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EXHIBIT 4
EXHIBIT 4
CONSENT OF BEARD, NERTNEY, KINGERY, CROUSE & HOHL, P.A.
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Registration Statement on Form 10 of
our report dated March 18, 1999 relating to the financial statements of
Eighth Business Service Group, Inc.,which appear in such Registration Statement.
Tampa Bay, Florida
March 18, 1999
BEARD NERTNEY KINGERY CROUSE & HOHL P.A.
52
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<PERIOD-TYPE> OTHER
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<PERIOD-START> MAR-15-1999
<PERIOD-END> MAR-17-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 79
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 79
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (79)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (79)
<EPS-PRIMARY> (.00)
<EPS-DILUTED> (.00)
</TABLE>
