U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-SB
General form for registration of securities of small business issuers Under
Section 12(b) or (g) of the Securities Exchange Act of 1934
Paramount Services Corp.
(Name of Small Business Issuer in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
98-0204758
(I.R.S. Employer Identification No.)
Suite 1650, Waterfront Centre, 200 Burrard Street,
Vancouver, British Columbia, Canada V6C 3L6
(Address of principal executive offices) (Zip Code)
(604) 689-3355
(Issuer's telephone number)
Securities to be registered under Section 12(b) of the Act: _
Securities to be registered under Section 12(g) of the Act: _X
Title of each class to be so registered: Common Stock
Name of each exchange on which each class is to be registered:
Amendment No. 2
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Item 15(b) Exhibits
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INDEX TO EXHIBITS PAGE
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Exhibit 1* Underwriting Agreement N/A
Exhibit 2* Plan of Acquisition, Reorganization, Arrangement,
Liquidation, Etc. N/A
Exhibit 3(i)+ Articles of Incorporation
(ii)* By-laws (as amended)
Exhibit 4* Instruments Defining the Rights of Security Holders Above
Exhibit 5* Voting Trust Agreement N/A
Exhibit 6* Material Contracts N/A
Exhibit 7* Letter on Accountant Change N/A
Exhibit 8* Information on Subsidiaries N/A
Exhibit 9* Power of Attorney N/A
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* Previously filed.
+ Filed herewith.
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Signatures
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In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
/s/ Andrew Hromyk
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By: Andrew Hromyk
Title: President
Date: 6/30/99
CERTIFICATE OF INCORPORATION OF
INTERNET INTERNATIONAL COMMUNICATIONS LTD.
The undersigned natural, adult person, acting as incorporator of a corporation
(hereinafter usually referred to as the "Corporation") pursuant to the
provisions of the Delaware Corporation Law, hereby adopts the following
Certificate of Incorporation for said Corporation:
ARTICLE I Name
The name of the Corporation shall be Internet International Communications Ltd.
ARTICLE II Duration
The period of duration of the Corporation shall be perpetual.
ARTICLE III Purpose
The purpose for which the Corporation is organized is to transact any or all
lawful business for which corporations may be incorporated pursuant to the
Delaware Corporation Law.
ARTICLE IV Capital Stock
The authorized capital stock of the Corporation shall consist of 30,000,000
shares of common stock, $0.0001 par value, and 5,000,000 shares of preferred
stock, $0.0001 par value.
ARTICLE V Preferences, Limitations and Relative Rights of Capital Stock
(a) No share of the common stock shall have any preference over or
limitation in respect to any other share of such common stock. All
shares of common stock shall have equal rights and privileges,
including the following:
1. All shares of common stock shall share equally in dividends, subject
to the applicable provisions of the laws of this State, the Board of
Directors of the Corporation may, from time to time, declare and the
Corporation may pay dividends 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 this
Certificate of Incorporation. When any dividend is paid or any other
distribution is made, in whole or in part, from sources other than
unreserved and unrestricted earned surplus, such dividend or
distribution shall be identified as such, and the source and amount per
share paid from each source shall be disclosed to the stockholder
receiving the same concurrently with the distribution hereof and to all
other stockholders not later than six months after the end of the
Corporation's fiscal year during which such distribution was made. 2.
All shares of common stock shall share equally in distributions in
partial liquidation. Subject to the applicable provisions of the laws
of this State, the Board of Directors of the Corporation may
distribute, from time to time, to its stockholders in partial
liquidation out of stated capital or capital surplus of the
Corporation, of its assets in cash or property, except when the
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Corporation is insolvent or when such distribution would render the
Corporation insolvent. Each such distribution, when made, shall be
identified as a distribution in partial liquidation, out of stated
capital or capital surplus, and the source and amount per share paid
from each source shall be disclosed to all stockholders of the
Corporation concurrently with the distribution thereof. Any such
distribution may be made by the Board of Directors from stated capital
without the affirmative vote of any stockholders of the Corporation.
3. Each outstanding share of common stock shall be entitled to one vote
at stockholders' meetings, either in person or by proxy.
(b) The designations, powers, rights, preferences, qualifications,
restrictions and limitations of the preferred stock shall be
established from time to time by the Corporation's Board of Directors,
in accordance with the Delaware Corporation Law.
(c) 1. Cumulative voting shall not be allowed in elections of directors or
for any purpose.
2. No holders of shares of capital stock of the Corporation shall be
entitled, as such, to any preemptive or preferential right to subscribe
to any unissued stock or any other securities which the Corporation may
now or hereafter be authorized to issue. The Board of Directors of the
Corporation, however, in its discretion by resolution, may determine
that any unissued securities of the Corporation shall be offered for
subscription solely to the holders of common stock of the Corporation,
or solely to the holders of any class or classes of such stock, which
the Corporation may now or hereafter be authorized to issue, in such
proportions based on stock ownership as said board in its discretion
may determine.
3. The Board of Directors may restrict the transfer of any of the
Corporation's stock issued by giving the Corporation or any stockholder
"first right of refusal to purchase" the stock, by making the stock
redeemable, or by restricting the transfer of the stock under such
terms and in such manner as the directors may deem necessary and as are
not inconsistent with the laws of this State. Any stock so restricted
must carry a conspicuous legend noting the restriction and the place
where such restriction may be found in the records of the Corporation.
4. The judgment of the Board of Directors as to the adequacy of any
consideration received or to be received for any shares, options, or
any other securities which the Corporation at any time may be
authorized to issue or sell or otherwise dispose of shall be conclusive
in the absence of fraud, subject to the provisions of these Articles of
Incorporation and any applicable law.
ARTICLE VI Registered Agent
The name and address of the Corporation's initial registered agent shall be:
The Company Corporation
1313 North Market Street
New Castle County
Wilmington, Delaware 19801-1151
The Board of Directors, however, from time to time may establish such
other offices, branches, subsidiaries, or divisions which it may consider to
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be advisable.
ARTICLE VII Directors
The affairs of the Corporation shall be governed by a board of not less than one
(1) director, who shall be elected in accordance with the Bylaws of the
Corporation. Subject to such limitation, the number of directors shall be fixed
by or in the manner provided in the Bylaws of the Corporation, as may be amended
from time to time. The organization and conduct of the board shall be in
accordance with the following:
1. The name and address of the initial Director, who shall hold
office until the first annual meeting of the stockholders of the
Corporation or until his successor shall have been elected and
qualified, is:
Name Address
Andrew Hromyk 1177 West Hastings Street #1910
Vancouver, B.C., V6E-2K3
2. The directors of the Corporation need not be residents of Dela-ware and
shall not be required to hold shares of the Corporation's capital
stock.
3. Meetings of the Board of Directors, regular or special, may be held
within or without Delaware upon such notice as may be prescribed by the
Bylaws of the Corporation. Attendance of a director at a meeting shall
constitute a waiver by him of notice of such meeting unless he attends
only for the express purpose of objecting to the transaction of any
business thereat on the ground that the meeting is not lawfully called
or convened.
4. A majority of the number of directors at any time constituting the
Board of Directors shall constitute a quorum for the transaction of
business.
5. By resolution adopted by a majority of the Directors at any time
constituting the Board of Directors, the Board of Directors may
designate two or more directors to constitute an Executive Committee or
one or more other committees each of which shall have and may exercise,
to the extent permitted by law or in such resolution, all the authority
of the Board of Directors in the management of the Corporation; but the
designation of any such committee and the delegation of authority
thereto shall not operate to relieve the Board of Directors, or any
member thereof, of any responsibility imposed on it or him by law.
6. Any vacancy in the Board of Directors, however caused or created, 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 be elected for the unexpired
term of his predecessor in office and until his successor is duly
elected and qualified.
ARTICLE VIII Officers
The officers of the Corporation shall be prescribed by the Bylaws of this
Corporation.
ARTICLE IX Meetings of Stockholders
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Meetings of the stockholders of the Corporation shall be held at such place
within or without Delaware and at such times as may be prescribed in the Bylaws
of the Corporation. Special meetings of the stockholders of the Corporation may
be called by the President of the Corporation, the Board of Directors, or by the
record holder or holders of at least ten percent (10X) of all shares entitled to
vote at the meeting. At any meeting of the stockholders, except to the extent
otherwise provided by law, a quorum shall consist of a majority of the shares
entitled to vote at the meeting; and, if a quorum is present, the affirmative
vote of the majority of shares represented at the meeting and entitled to vote
thereat shall be the act of the stockholders unless the vote of a greater number
is required by law.
ARTICLE X Voting
When, with respect to any action to be taken by stockholders of this
Corporation, the laws of Delaware requires the affirmative vote of the holders
of more than a majority of the outstanding shares entitled to vote thereon, or
of any class or series, such action may be taken by the affirmative vote of the
holders of a majority of the outstanding shares entitled to vote on such action.
ARTICLE XI Bylaws
The initial Bylaws of the Corporation shall be adopted by its Board of
Directors. Subject to repeal or change by action of the stockholders, the power
to alter, amend, or repeal the Bylaws or to adopt new Bylaws shall be vested in
the Board of Directors.
ARTICLE XII Transactions with Directors and Other Interested Parties No
contract or other transaction between the Corporation and any other corporation,
whether or not a majority of the shares of the capital stock of such other
corporation is owned by the Corporation, and no act of the Corporation shall in
any way be affected or invalidated by the fact that any of the directors of the
Corporation are pecuniarily or otherwise interested in, or are directors or
officers of, such other corporation. Any director of the corporation,
individually, or any firm with which such director is affiliated may be a party
to or may be pecuniarily or otherwise interested in any contract or transaction
of the Corporation; provided, however, that the fact that he or such firm is so
interested shall be disclosed or shall have been known to the Board of Directors
of the Corporation, or a majority thereof, at or before the entering into such
contract or transaction; and any director of the Corporation who is also a
director or officer of such other corporation or who is so interested, may be
counted in determining the existence of a quorum at any meeting of the Board of
Directors of the Corporation which shall authorize such contract or transaction,
with like force and effect as if he were not such director or officer of such
other corporation or not so interested.
ARTICLE XIII Limitation of Director Liability and Indemnification No
director of the Corporation shall have liability to the Corporation or to its
stockholders or to other security holders for monetary damages for breach of
fiduciary duty as a director; provided, however, that such provisions shall not
eliminate or limit the liability of a director to the
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Corporation or to its shareholders or other security holders for monetary
damages for: (i) any breach of the director's duty of loyalty to the Corporation
or to its shareholders or other security holders; (ii) acts or omissions of the
director not in good faith or which involve intentional misconduct or a knowing
violation of the law by such director; (iii) acts by such director as specified
by the Delaware Corporation Law; or (iv) any transaction from which such
director derived an improper personal benefit.
No officer or director shall be personally liable for any injury to
person or property arising out of a tort committed by an employee of the
Corporation unless such officer or director was personally involved in the
situation giving rise to the injury or unless such officer or director committed
a criminal offense. The protection afforded in the preceding sentence shall not
restrict other common law protections and rights that an officer or director may
have.
The word "director" shall include at least the following, unless limited by
Delaware law: an individual who is or was a director of the Corporation and an
individual who, while a director of a Corporation is or was serving at the
Corporation's request as a director, officer, partner, trustee, employee or
agent of any other foreign or domestic corporation or of any partnership, joint
venture, trust, other enterprise or employee benefit plan. A director shall be
considered to be serving an employee benefit plan at the Corporation's request
if his duties to the Corporation also impose duties on or otherwise involve
services by him to the plan or to participants in or beneficiaries of the plan.
To the extent allowed by Delaware law, the word "director" shall also include
the heirs and personal representatives of all directors.
This Corporation shall be empowered to indemnify its officers and directors to
the fullest extent provided by law, including but not limited to the provisions
set forth in the Delaware Corporation Law, or any successor provision.
ARTICLE XIII Incorporator
The name and address of the incorporator of the Corporation is as follows:
Name
William T. Hart
Address
1624 Washington Street
Denver, CO 80203
IN WITNESS WHEREOF, the undersigned incorporator has hereunto affixed his
signature on the 5th day of December, 1997.
/s/ William Hart
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5
Paramount Services Corp.
Suite 1650, Waterfront Centre
200 Burrard Street
Vancouver, British Columbia
Canada, V6C 3L6
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STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
First: That at a meeting of the Board of Directors of INTERNET INTERNATIONAL
COMMUNICATIONS LTD. resolutions were duly adopted setting forth proposed
amendments of the Certificate of Incorporation of said corporation, declaring
said amendments to be advisable and requesting a majority of the stockholders of
said corporation to give their consent in writing thereto. The resolutions
setting forth the proposed amendments are as follows:
BE IT RESOLVED THAT, that effective May 7, 1999 the Certificate of Incorporation
of this corporation be amended by changing the article thereof numbered "I" so
that, as amended, said Article shall be and read as follows:
Article I
Name
The Name of the Corporation shall be "PARAMOUNT SERVICES CORP."
BE IT RESOLVED THAT, that effective May 7, 1999 each issued and outstanding
share of this Corporation's Common Stock shall automatically convert into 0.5
shares of this Corporation's Common Stock. Notwithstanding the above, no
fractional shares will be issued. Any shareholder of this Corporation who on May
7,1 999 owned less than two shares, and who would therefor otherwise receive
less than one share of this Corporation's Common Stock shall be entitled to
receive $.0001 for each share of this Corporation's Common Stock owned by such
shareholder immediately prior to the effective date of this amendment, provided
such shareholder sends a written request for payment to this Corporation. Any
fractional share which, as a result of the foregoing, would otherwise be issued
to a shareholder of this Corporation shall be rounded down to the nearest whole
share.
Second: That thereafter, pursuant to the resolution of its Board of Directors, a
majority of the stockholders of said corporation gave their consent in writing
to the preceding resolutions in lieu of a meeting of stockholders pursuant to
ss. 228 of the General Corporation Law of the State of Delaware.
Third: That said amendment was duly adopted in accordance with the provisions of
ss. 242 of the General Corporation Law of the State of Delaware.
Fourth: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
By: /s/ Andrew Hromyk
President
