<PAGE>
As filed with the Securities and Exchange
Commission on June 4, 1999.
REGISTRATION NO. __________________
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
ACQUIREU.COM, INC.
(Name of Small Business Issuer in its Charter)
FLORIDA 6770 65-0909194
(STATE OR JURISDICTION OF (PRIMARY STANDARD (IRS EMPLOYER
INCORPORATION OR INDUSTRIAL IDENTIFICATION NUMBER)
ORGANIZATION) CLASSIFICATION CODE
NUMBER
----------------------
4901 NW 17th Way Suite 405
FORT LAUDERDALE, FLORIDA 33309
(954) 698-9377
(Address And Telephone Number Of Principal Executive Offices)
4901 NW 17th Way Suite 405, Fort Lauderdale, Florida 33309
(Address Of Principal Place Of Business Or Intended Principal Place Of Business)
----------------------
DOUGLAS E. GREER
CHIEF EXECUTIVE OFFICER
ACQUIREU.COM, INC.
4901 NW 17th Way Suite 405, Fort Lauderdale, Florida 33309
(954) 698-9377
(Name, Address And Telephone Number Of Agent For Service)
----------------------
COPIES OF COMMUNICATIONS TO:
SHUSTAK JALIL AND HELLER
545 MADISON AVENUE
NEW YORK, NY 10022
TELEPHONE NO.: (212) 688-5900
FACSIMILE NO.: (212) 688-9000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------ -------------------- ------------------- -------------------- ----------------------
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE MAXIMUM REGISTRATION FEE
PER SHARE AGGREGATE
OFFERING PRICE
- ------------------------------------ -------------------- ------------------- -------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 100,000 $1.00 $100,000 $28.00
- ----------------------------------- --------------------- ------------------- -------------------- ----------------------
- ----------------------------------- --------------------- ------------------- -------------------- ----------------------
Total 100,000 $1.00 $100,000 $28.00
- ----------------------------------- -------------------- ------------------- --------------------- ----------------------
</TABLE>
Estimated solely for the purpose of calculating the registration fee and
pursuant to Rule 457.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
PART I - INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet Showing the Location in Prospectus of Information
Required by Items of Form SB-2
Item No. Required Item Location of Caption in Prospectus
- -------------------------------------------------------------------------------
1. Forepart of the Registration Cover Page; Outside
Statement and Outside Front Front Page of
Cover of Prospectus Prospectus
2. Inside Front and Outside Back Inside Front and
Cover Pages of Prospectus Outside Back Cover
Pages of Prospectus
3. Summary Information and Risk Prospectus Summary;
Factors Risk Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Prospectus Summary -
Determination of Offering Price;
Risk Factors
6. Dilution Dilution
7. Selling Security Holders Not Applicable
8. Plan of Distribution Plan of Distribution
<PAGE>
9. Legal Proceedings Legal Proceedings
10. Directors, Executive Officers, Management
Management and Promoters
and Control Persons
11. Security Ownership of Certain Principal Shareholders
Beneficial Owners and Management
12. Description of Securities Description of
Securities
13. Interest of Named Experts and Legal Matters; Experts
Counsel
14. Disclosure of Commission
Position on Indemnification
for Securities Act Liabilities Statement as to Indemnification
15. Organization within Last Five Management, Certain Transactions
Years
16. Description of Business Proposed Business
17. Management's Discussion and
Analysis or Plan of Operation Plan of Operation
18. Description of Property Proposed Business
19. Certain Relationships and Certain Transactions
Related Transactions
20. Market for Common Equity and Prospectus Summary, Market for
Related Stockholder Matters Registrant's common stock and
Related Stockholder's Matters;
Shares Eligible for Future Sale
21. Executive Compensation Management
22. Financial Statements Financial Statements
23. Changes in and Disagreements Not Applicable
with Accountants on Accounting
and Financial Disclosure
PART II
24. Indemnification of Directors Indemnification of
and Officers Directors and Officers
25. Other Expenses of Issuance and Other Expenses of
Distribution Issuance and Distribution
<PAGE>
26. Recent Sales of Unregistered Recent Sales of Unregistered
Securities Securities
27. Exhibits Exhibits
28. Undertakings Undertakings
<PAGE>
Subject To Completion, Dated June 4, 1999
INITIAL PUBLIC OFFERING PROSPECTUS
ACQUIREU.COM, INC.
100,000 SHARES OF COMMON STOCK
$1.00 PER SHARE
We are offering for sale 100,000 shares of common stock, $.001 par
value per share, at a purchase price of $1.00 per share. The shares shall be
sold exclusively by us on a best-efforts basis for a period of ninety days,
which may be extended an additional ninety days. There is no minimum offering.
Our offering is being made in compliance with Rule 419 of SEC
Regulation C, under which the offering proceeds and the securities to be issued
to purchasers will be placed in an escrow account until the offering has been
reconfirmed by our shareholders and a business has been acquired in accordance
with the provisions of such rule. Under SEC Rule 3a51-1(d) under the Securities
Exchange Act of 1934, the securities being offered hereto constitute penny
stock, and as such, certain sales restrictions apply to these securities. Up to
80% of the offering may be purchased by our officers, directors, our current
shareholders and any of their affiliates or associates.
We are offering these shares ourselves solely through our president,
Mr. Douglas E. Greer, without the use of a professional underwriter. We will
not pay commissions on stock sales.
No public market currently exists for our common stock. No public
market may ever develop. Even if a market develops, you may not be able to sell
your shares.
LIMITED STATE REGISTRATION
Initially, our securities may be sold in New York State and Florida
only (although we are considering registering the shares in other states)
pursuant to exemption from registration provisions contained in Sections 359-e,
New York Codes, and Section 517.061(11), Florida Statutes. See "Risk Factors"
for a discussion of the resale limitations that result from this limited state
registration.
This is a highly risky investment. We have described these risks under
the caption "Risk Factors" beginning on page 9.
None of the Securities and Exchange Commission, any state securities
commission, or any other government agency has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
Offering Information
Per share Total
--------- -----------
Initial public offering price $1.00 $100,000.00
Underwriting discounts/commissions (1) $ .00 $ .00
Estimated offering expenses (1) $ .00 $ .00
Net offering proceeds to Acquireu.com, Inc.(2) $1.00 $100,000.00
(1) We will pay all offering costs, including filing, printing, legal,
accounting, transfer agent and escrow agent fees estimated at $10,028 from
the money in our treasury.
(2) Under the terms of an escrow agreement, upon receipt by us, your funds
will immediately be deposited in the escrow account which will be
maintained by *. All your checks or money orders must be made payable to
Acquireu.com, Inc. and *, as escrow agent.
This initial public offering prospectus is dated _________.
<PAGE>
TABLE OF CONTENTS
LIMITED STATE REGISTRATION............................cover page of prospectus
PROSPECTUS SUMMARY...........................................................3
SUMMARY FINANCIAL INFORMATION................................................5
YOUR RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419........................6
RISK FACTORS.................................................................9
Anticipated Change in Control and Management............................9
No Acquisition Candidate Identified.....................................9
No Use of Consultants...................................................9
No Access to Your Funds while Held In Escrow............................9
Failure of Sufficient Number of Investors to Reconfirm Investment.......9
Extremely Limited Capitalization.......................................10
No Transfer of Escrowed Securities.....................................10
Unspecified Industry and Acquired Business; Unascertained Risks........10
Conflict of Interest - Management's Fiduciary Duties...................11
Possible Disadvantages of Blank Check Offering.........................11
Lack of Diversification................................................12
Regulation.............................................................12
Taxation...............................................................12
Control by Present Management and Shareholders.........................12
Limitations on Share Resale............................................13
No Underwriter.........................................................13
Opting Out of Some Provisions of Florida Law...........................13
DILUTION....................................................................13
USE OF PROCEEDS.............................................................15
CAPITALIZATION..............................................................16
PROPOSED BUSINESS...........................................................16
PLAN OF OPERATION...........................................................21
RELATED PARTY TRANSACTIONS..................................................22
DESCRIPTION OF CAPITAL STOCK................................................23
SHARES ELIGIBLE FOR FUTURE SALE.............................................24
MANAGEMENT..................................................................25
PRINCIPAL SHAREHOLDERS......................................................28
CERTAIN TRANSACTIONS........................................................28
WHERE CAN YOU FIND MORE INFORMATION?........................................29
MARKET FOR OUR COMMON STOCK.................................................29
REPORTS TO STOCKHOLDERS.....................................................30
PLAN OF DISTRIBUTION........................................................30
LEGAL PROCEEDINGS...........................................................33
LEGAL MATTERS...............................................................33
EXPERTS.....................................................................33
FINANCIAL STATEMENTS.......................................................F- 1
2
<PAGE>
No dealer, salesman or any other person has been authorized to give
any information or to make any representations other than those contained in
this prospectus, and if given or made, such information or representations must
not be relied upon as having been authorized by us. This prospectus does not
constitute an offer to sell or a solicitation of any offer to buy any
securities in any jurisdiction in which such offer or solicitation would be
unlawful. The delivery of this prospectus shall not under any circumstances
create any implication that there has not been any change in our affairs since
the date hereof; however, any changes that may have occurred are not material
to an investment decision. In the event there has been any material changes in
our affairs, a post-effective amendment will be filed. We reserve the right to
reject any order, in whole or in part, for the purchase of any of the shares
offered.
Until 90 days after the date when the funds and securities are
released from the escrow account, all dealers effecting transactions in the
shares, whether or not participating in this distribution, may be required to
deliver a prospectus. This is in addition to the obligation of dealers to
deliver a prospectus when acting as underwriters to their unsold allotments or
subscriptions.
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this
prospectus. Because this is a summary, it may not contain all of the
information that you should consider before receiving a distribution of our
common stock. You should read this entire prospectus carefully.
Acquireu.com, Inc.
We are a blank check company subject to Rule 419. We were organized as
a vehicle to acquire or merge with a business or company operating in the
Internet industry. None of our officers, directors, promoters, their affiliates
or associates have had any preliminary contact or discussions with any possible
acquisition candidate for us. We have no present plans, proposals, agreements,
arrangements or understandings to acquire or merge with any specific business
or company. We have not identified any specific business or company for
investigation and evaluation for a merger with us.
Since our organization, our activities have been limited to the sale
of initial shares for our organization and our preparation in producing a
registration statement and prospectus for our initial public offering. We will
not engage in any substantive commercial business following the offering. We
maintain our office at 4901 NW 17th Way Suite 405, Fort Lauderdale, Florida.
Our phone number is (954) 698-9377.
3
<PAGE>
The Offering
Securities offered 100,000 shares of common
stock, $0.001 par value,
being offered at $1.00 per
share. (See "Description of
Capital Stock".)
Common stock outstanding 917,500 shares
prior to the offering
Common stock to be 1,017,500 shares
outstanding after the offering
Offering Conducted in Compliance with Rule 419
We are a blank check company, and consequently this offering is being
conducted in compliance with Rule 419. You have certain rights and will receive
the substantive protection provided by the Rule. To that end:
o The securities purchased by you and other investors and the
funds received in the offering will be deposited and held in the
escrow account until an acquisition meeting specific criteria is
completed.
o Before the acquisition can be completed and before the funds can
be released to us and securities can be released to you, we are
required to update the registration statement with a
post-effective amendment.
o Within the five days after the effective date, we are required
to furnish you with the prospectus containing the terms of a
reconfirmation offer and information regarding the proposed
acquisition candidate and our business, including audited
financial statements.
o According to Rule 419, you must have no fewer than 20 and no
more than 45 business days from the effective date of the
post-effective amendment to decide to reconfirm your investment
and remain an investor or alternately, require the return of
your investment, minus certain deductions.
o If you or any investor does not make any decision within this 45
day period, we will automatically return your investment funds.
o The rule further provides that if we do not complete an
acquisition meeting the specified criteria within 18 months of
the date of this prospectus, all of your funds in the escrow
account must be returned to you. If the offering period is
extended to our 6 month limit, we will have only 12 months in
which to close a merger or acquisition.
Risk Factors
Investments in our securities are highly speculative, involve a high
degree of risk, and should be purchased only by you if you can afford to lose
your entire investment. See "Risk
4
<PAGE>
Factors" for special risks concerning us and "Dilution" for information
concerning dilution of the book value of your shares from the public offering.
Determination of Offering Price
The offering price of $1.00 per share for the shares has been
arbitrarily determined by us. This price bears no relation to our assets, book
value, or any other customary investment criteria, including our prior
operating history. Among factors considered by us in determining the offering
price were:
o Estimates of our business potential
o Our limited financial resources
o The amount of equity desired to be retained by present
shareholders
o The amount of dilution to the public
o The general condition of the securities markets
Use of Proceeds
Of the $100,000 offering proceeds deposited into the escrow account,
10% or $10,000 may be released to us prior to a confirmation offering in which
you reconfirm your investment in accordance with procedures required by Rule
419. However, we do no intend to request release of these funds from the escrow
account. Accordingly, we will receive all of the escrowed funds in the event a
business combination is closed under the provisions of Rule 419. The funds will
remain in the non-interest bearing escrow account maintained by
____________________, which ________________ is to act as escrow agent under
Rule 419. No portion of the funds will be expended to acquire an acquisition
candidate. The funds will be transferred to the acquisition candidate once a
business combination is closed. To the extent that our common stock is used as
consideration to close a business combination, the balance of the funds
expended will be used to finance the operation of the acquisition candidate.
We have not incurred and do not intend to incur in the future any debt
from anyone other than management for our organizational activities. Debt to
management will not be repaid. Management is not aware of any circumstances
under which this policy, through its own initiative, may be changed.
Accordingly, no portion of the proceeds are being used to repay debt. It is
anticipated that a portion of the funds released from escrow will be used to
pay the $25,000 accrued salary to our president.
SUMMARY FINANCIAL INFORMATION
*
5
<PAGE>
YOUR RIGHTS AND SUBSTANTIVE PROTECTION UNDER RULE 419
DEPOSIT OF OFFERING PROCEEDS AND SECURITIES
Rule 419 requires that offering proceeds, after deduction for
underwriting commissions, underwriting expenses and dealer allowances, if any,
and the securities purchased by you and other investors in this offering, be
deposited into an escrow or trust account governed by an agreement which
contains certain terms and provisions specified by Rule 419. Under Rule 419,
the funds will be released to us and the securities will be released to you
only after we have met the following three basic conditions:
o First, we must execute an agreement for an acquisition meeting
certain prescribed criteria.
o Second, we must file a post-effective amendment to the
registration statement which includes the terms of a
reconfirmation offer that must contain conditions prescribed by
the rules. The post-effective amendment must also contain
information regarding the acquisition candidate and business,
including audited financial statements.
o Third, we must conduct the reconfirmation offer and satisfy all
of the prescribed conditions, including the condition that a
certain minimum number of investors in this offering must elect
to remain investors.
After we submit a signed representation to the escrow agent that the
requirements of Rule 419 have been met and after the acquisition is closed, the
escrow agent can release the funds and securities.
Accordingly, we have entered into an escrow agreement with * which
provides that:
o The proceeds are to be deposited into the escrow account
maintained by the escrow agent promptly upon receipt. Rule 419
permits 10% of the funds to be released to us prior to the
reconfirmation offering, but we are not exercising our right to
obtain these funds. The funds and any dividends or interest
thereon, if any, are to be held for the sole benefit of the
investor and can only be invested in bank deposit, in money
market mutual funds or federal government securities or
securities for which the principal or interest is guaranteed by
the federal government.
o All securities issued for the offering and any other securities
issued to such securities, including securities issued to stock
split, stock dividends or similar rights are to be deposited
directly into the escrow account promptly upon issuance. Your
name must be included on the stock certificates or other
documents evidencing the securities. The securities held in the
escrow account are to remain as issued, and are to be held for
your sole benefit. You retain the voting rights, if any, to the
securities held in your name. The securities held in the escrow
account may neither be transferred or disposed of nor any
interest created in them other than by will or the laws of
descent
6
<PAGE>
and distribution, or under a qualified domestic relations order
as defined by the Internal Revenue Code of 1986 or Table 1 of
the Employee Retirement Income Security Act.
o Warrants, convertible securities or other derivative securities
relating to securities held in the escrow account may be
exercised or converted in accordance with their terms, provided
that, however, the securities received upon exercise or
conversion, together with any cash or other consideration paid
for the exercise or conversion, are to be promptly deposited
into the escrow account.
Prescribed Acquisition Criteria
Rule 419 requires that, before the funds and the securities can be
released, we must first execute an agreement to acquire a candidate meeting
certain specified criteria. The agreement must provide for the acquisition of a
business or assets for which the fair value of the business represents at least
80% of the maximum offering proceeds. The agreement must include, as a
precondition to its closing, a requirement that the number of investors
representing 80% of the maximum offering proceeds must elect to reconfirm their
investment. For purposes of the offering, the fair value of the business or
assets to be acquired must be at least $80,000 (80% of $100,000).
Post-Effective Amendment
Once the agreement governing the acquisition of a business meeting the
required criteria has been executed, Rule 419 requires us to update the
registration statement with a post-effective amendment. The post-effective
amendment must contain information about the proposed acquisition candidate and
their business, including audited financial statements, the results of this
offering and the use of the funds disbursed from the escrow account. The
post-effective amendment must also include the terms of the reconfirmation
offer mandated by Rule 419. The reconfirmation offer must include certain
prescribed conditions which must be satisfied before the funds and securities
can be released from escrow.
Reconfirmation Offering
The reconfirmation offer must commence after the effective date of the
post-effective amendment. Under Rule 419, the terms of the reconfirmation offer
must include the following conditions:
o The prospectus contained in the post-effective amendment will be
sent to each investor whose securities are held in the escrow
account within 5 business days after the effective date of the
post-effective amendment.
o Each investor will have no fewer than 20 and no more than 45
business days from the effective date of the post-effective
amendment to notify us in writing that the investor elects to
remain an investor.
7
<PAGE>
o If we do not receive written notification from any investor
within 45 business days following the effective date, the
proportionate portion of the funds and any related interest or
dividends held in the escrow account on such investor's behalf
will be returned to the investor within 5 business days by first
class mail or other equally prompt means.
o The acquisition will be closed only if a minimum number of
investors representing 80% of the maximum offering proceeds
equaling $80,000 elect to reconfirm their investment.
o If a closed acquisition has not occurred by ______________ (18
months from the date of this prospectus), the funds held in the
escrow account shall be returned to all investors on a
proportionate basis within 5 business days by first class mail
or other equally prompt means.
Release Of Securities And Funds
The funds will be released to us, and the securities will be released
to you, only after:
o The escrow agent has received a signed representation from us
and any other evidence acceptable by the escrow agent that:
o We have executed an agreement for the acquisition of an
acquisition candidate for which the fair market value of
the business represents at least 80% of the maximum
offering proceeds and has filed the required post-effective
amendment.
o The post-effective amendment has been declared effective.
o We have satisfied all of the prescribed conditions of the
reconfirmation offer.
o The closing of the acquisition of the business with a fair
value of at least 80% of the maximum proceeds.
8
<PAGE>
RISK FACTORS
There is a high degree of risk associated with an investment in our
company. You should know that our business, financial condition or results of
operations, and, more importantly, that of any business we acquire, could be
materially and adversely affected by any of the following risks. You should
carefully consider the following factors in addition to the other information
in this prospectus before acquiring the shares.
Anticipated Change in Control and Management.
Upon the successful completion of a business combination, we
anticipate that we will have to issue to the acquisition candidate our
authorized but unissued common stock which, when issued, will comprise a
majority of our then issued and outstanding shares of common stock. Therefore,
we anticipate we will experience a change of control upon the closing of a
business combination. In addition, our current manager and director will
resign. We cannot assure you of the experience or qualification of new
management either in the operation of our activities or in the operation of the
business, assets or property being acquired.
No Acquisition Candidate Identified.
As of the date of this prospectus, we have not entered into or
negotiated any arrangements for a business combination with an acquisition
candidate. Since we have not yet attempted to seek a business combination, and
due to our lack of experience, there is only a limited basis upon which to
evaluate our prospectus for achieving our intended business objectives.
No Use of Consultants.
We will not hire outside consultants to help us find an acquisition
candidate. Because management has little experience in managing companies
similar to us, the non-use of outside consultants may increase our difficulties
in finding an acquisition candidate.
No Access to Your Funds while Held In Escrow.
You will be offered return of your proportionate portion of the funds
held in escrow only upon the reconfirmation offering required to be conducted
upon execution of an agreement to acquire an acquisition candidate which
represents 80% of the maximum offering proceeds. If we are unable to locate an
acquisition candidate meeting these acquisition criteria, you will have to wait
18 months from the date of this prospectus before a proportionate portion of
your funds are returned, without interest.
Failure of Sufficient Number of Investors to Reconfirm Investment.
A business combination with an acquisition candidate cannot be closed
unless, for the reconfirmation offering required by Rule 419, we can
successfully convince you and a sufficient number of investors representing 80%
of the maximum offering proceeds to elect to reconfirm
9
<PAGE>
your investments. If, after completion of the reconfirmation offering, a
sufficient number of investors do not reconfirm their investment, the business
combination will not be closed. In such event, none of the securities held in
escrow will be issued and the funds will be returned to you on a proportionate
basis.
Up to 80% of the shares may be purchased by our officers, directors,
current shareholders and any of their affiliates or associates. Shares
purchased by such insiders will be included in determining whether investors
representing 80% of the maximum offering proceeds elect to reconfirm the
investment. It is likely that such insiders will elect to reconfirm a proposed
business combination reducing or eliminating your effect on the outcome of the
80% required reconfirmation.
Extremely Limited Capitalization.
As of May 31, 1999, there were $* of assets and $* of liabilities.
There was $28,500 available in our treasury as of May 31, 1999. Upon the sale
of all the shares in this offering, we will receive net proceeds of
approximately $100,000, all of which must be deposited in the escrow account.
We will receive the funds in the event a business combination is closed in
accordance with Rule 419. It is anticipated that these funds will be used to
pay the $25,000 of the accrued salary to our President. The costs of conducting
our business activities will be paid by the money in our treasury or advances
from management. Assuming suitable prospects are identified, if ever, we may be
unable to complete an acquisition or merger due to a lack of sufficient funds.
Therefore, we may require additional financing in the future in order to close
a business combination. This financing may consist of the issuance of debt or
equity securities. These funds might not be available, if needed, or might not
be available on terms acceptable to us. It is unlikely that we will need
additional funds, but we may if an acquisition candidate insists we obtain
additional capital. Such financing will not occur without shareholder approval
No Transfer of Escrowed Securities.
No transfer or other disposition of the escrowed securities is
permitted other than by will or the laws of descent and distribution, or under
a qualified domestic relations order as defined by the Internal Revenue Code of
1986 as amended, or Title 7 of the Employee Retirement Income Security Act, or
the related rules. Under Rule 15g-8, it is unlawful for any person to sell or
offer to sell the securities or any interest in or related to the securities
held in the Rule 419 escrow account other than under a qualified domestic
relations order in divorce proceedings. Therefore, any and all contracts for
sale to be satisfied by delivery of the securities and sales of derivative
securities to be settled by delivery of the securities are prohibited. You are
further prohibited from selling any interest in the securities or any
derivative securities whether or not physical delivery is required.
Unascertained Risks.
In relation to our competitors, we are and will continue to be an
insignificant participant in the business of seeking business combinations. A
large number of established and well-financed entities, including venture
capital firms, have recently increased their merger and
10
<PAGE>
acquisition activities. Nearly all such entities have significantly greater
financial resources, technical expertise and managerial capabilities than we
and, consequently, we will be at a competitive disadvantage in identifying
suitable merger or acquisition candidates and successfully consummating a
proposed merger or acquisition. Also, we will be competing with a large number
of other small, blank check companies.
Conflict of Interest - Management's Fiduciary Duties.
A conflict of interest may arise between management's personal
financial benefit and management's fiduciary duty to you. You should note that
management can purchase up to 80% of the stock in this offering and thus may
own 57.00% of us after the offering is completed. Our management would
therefore have continuing control. Further, management's interest in their own
financial benefit may at some point compromise their fiduciary duty to you. No
proceeds from this offering will be used to purchase directly or indirectly any
shares of the common stock owned by management or any present shareholder,
director or promoter.
Our directors and officers are or may become, in their individual
capacities, an officer, director, controlling shareholder and/or partner of
other entities engaged in a variety of businesses. Douglas E. Greer 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 exist potential conflicts of interest including allocation of time
between us and such other business entities.
We will not purchase the assets of any company which is beneficially
owned by any of our officers, directors, promoters, affiliates or associates.
Possible Disadvantages of Blank Check Offering.
Our business will most likely 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. A company which
seeks our participation in attempting to consolidate our operations through a
merger, reorganization, asset acquisition, or some other form of combination
may desire to do so to avoid what they may deem to be adverse consequences of
themselves undertaking a public offering. Factors considered may include:
o Time delays
o Significant expense
o Loss of voting control
o The inability or unwillingness to comply with various federal
and state laws enacted for your protection
In making an investment in us, you may be doing so under terms which
may ultimately be less favorable than making an investment directly in a
company with a specific business. You
11
<PAGE>
may not be afforded an opportunity to specifically approve or consent to any
particular stock buy-out transaction.
Lack of Diversification.
In the event we are successful in identifying and evaluating a
suitable business combination, we will in all likelihood, be required to issue
our common stock in an acquisition or merger transaction. Inasmuch as our
capitalization is limited and the issuance of additional common stock will
result in a dilution of interest for present and prospective shareholders, we
will only negotiate one acquisition or merger.
Regulation.
Although we will be subject to regulation under the Securities Act of
1933, as amended (the "Securities Act") and the Securities Exchange Act of
1934, as amended (the "Exchange Act"), management believes we will not be
subject to regulation under the Investment Company Act of 1940. The regulatory
scope of the Investment Company Act of 1940 was enacted principally for the
purpose of regulatory vehicles for pooled investments in securities, extends
generally to companies primarily in the business of investing, reinvesting,
owning, holding or trading securities. The Investment Company Act may, however,
also be deemed to be applicable to a company which does not intend to be
characterized as an investment company but which engages in activities which
may be deemed to be within the definition of the scope of certain provisions of
the Investment Company Act. We believe that our principal activities will not
subject us to regulation under the Investment Company Act. Nevertheless, we
might be deemed to be an investment company. The offering funds may be invested
primarily in certificates of deposit, interest bearing savings accounts or
government securities. In the event we are deemed to be an investment company,
we may be subject to certain restrictions relating to our activities, including
restrictions on the nature of our investments and the issuance of securities.
We have obtained no formal determination from the Securities and Exchange
Commission as to our status under the Investment Company Act of 1940.
Taxation.
In the course of any acquisition or merger we may undertake, a
substantial amount of attention will be focused upon federal and state tax
consequences to both us and the acquisition candidate. Presently, under the
provisions of federal and various state tax laws, a qualified reorganization
between business entities will generally result in tax-free treatment to the
parties to the reorganization. While we expect to undertake any merger or
acquisition so as to minimize federal and state tax consequences to both us and
the acquisition candidate, such business combination might not meet the
statutory requirements of a reorganization or the parties might not obtain the
intended tax-free treatment upon a transfer of stock or assets. A
non-qualifying reorganization could result in the imposition of both federal
and state taxes that may have a substantial adverse effect on us.
Control by Present Management and Shareholders.
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Assuming the sale of all the shares offered, and the purchase of 80%
of such shares by management, the shares of common stock purchased by the
public will represent 1.97% of our outstanding common stock after the
completion of this offering. Therefore, our present stockholders will own a
98.03% interest in us and will continue to be able to elect our directors,
appoint our officers, and control our affairs and operations. Our articles of
incorporation do not provide for cumulative voting.
Limitations on Share Resale.
Initially, our securities may be sold in New York State and the State
of Florida only (although we are considering registering the shares in other
states), and may be resold by you in New York and Florida only until a resale
exemption is available in other states.
No Underwriter.
We are selling the shares through our president without the use of a
professional securities underwriting firm. Consequently, there may be less due
diligence performed in conjunction with this offering than would be performed
in an underwritten offering.
Opting Out of Some Provisions of Florida Law.
We have elected to opt out of the affiliated transactions provision of
Florida law. This means that our transactions with management and persons or
entities that control or are controlled by management do not have to be done in
a manner required under that provision. The provision generally requires
approval by non-affiliated parties. Nonetheless, we have adopted certain
policies concerning affiliated transactions, as described in the section
entitled Related Party Transactions. These policies have substantially the same
effect as the statute. We have elected to opt out of the control share
acquisition provision of Florida law. This means that a future issuance of
shares having 20% or more of the aggregate number of votes that can be cast on
any matter by our shareholders does not have to be done in a manner required
under that provision, which in general requires shareholder approval of such a
transaction.
DILUTION
The difference between the initial public offering price per share of
common stock and the net tangible book value per share after this offering
constitutes the dilution to investors in this offering. Net tangible book value
per share of common stock is determined by dividing our net tangible book value
(total tangible assets less total liabilities) by the number of shares of
common stock outstanding.
As of May 31, 1999, our net tangible book value was $33,175 or $0.04
per share of common stock. Net tangible book value represents the amount of our
total assets, less any intangible assets and total liabilities. After giving
effect to the sale of the 100,000 shares of common stock offered through this
prospectus (at an initial public offering price of $1.00 per share), and after
deducting estimated expenses of the offering), our adjusted pro forma net
tangible book value as of May 31, 1999, would have been $121,175 or $.12
per share. This
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represents an immediate increase in net tangible book value of $0.08 per share
to existing shareholders and an immediate dilution of $0.88 per share to
investors in this offering. The following table illustrates this per share
dilution:
Public offering price per share $1.00
Net tangible book value per share before offering $0.04
Pro-forma net tangible book value per share after offering $0.12
Increase per share attributable to new investors $0.08
Pro-forma dilution per share to new investors $0.88
<TABLE>
<S> <C> <C>
Number of Shares Before Money Received For Shares Net Tangible Book Value Per
Offering Before Offering Share Before Offering
-------- --------------- ---------------------
917,500
Total Number of Shares After Total Amount Of Money Pro-Forma Net Tangible Book
Offering Received For Shares Value Per Share After Offering
-------- ------------------- ------------------------------
1,017,500
Pro-Forma Net Tangible Book Net Tangible Book Value Pro-Forma
Value Per Share After Offering Per Share Before Offering Increase Per Share Attributed To
- ------------------------------ ------------------------- Shares Offered Hereby
---------------------
Public Offering Price Per Share Pro-Forma Net Tangible Book Pro-Forma Dilution to Public
- ------------------------------- Value Per Share After Offering (Your Dilution)
------------------------------ ---------------
$1.00
</TABLE>
As of the date of this prospectus, the following table sets forth the
percentage of equity to be purchased by investors in this offering compared to
the percentage of equity to be owned by the present stockholders, and the
comparative amounts paid for the shares by the investors in this offering as
compared to the total consideration paid by our present stockholders.
<TABLE>
<CAPTION>
- ------------------------- -------------------- ------------------------- ----------------------
Shares Purchased Percentage of Equity Total Consideration
- ------------------------- -------------------- ------------------------- ----------------------
<S> <C> <C> <C>
New Investors 100,000 9.83% $100,000
- ------------------------- -------------------- ------------------------- ----------------------
Existing shareholders 917,500 90.17%
- ------------------------- -------------------- ------------------------- ----------------------
</TABLE>
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<PAGE>
USE OF PROCEEDS
The gross proceeds of this offering will be $100,000. Under Rule 419,
after all of the shares are sold, 10% of the funds ($10,000) may be released
from escrow to us. We do not intend to request release of these funds.
Accordingly, we will receive these funds in the event a business combination is
closed in accordance with Rule 419.
Under Rule 419, after the reconfirmation offering and the closing of
the business combination, and assuming the sale of all the shares in this
offering, $100,000, plus any dividends received, but less any amount returned
to investors who did not reconfirm their investment under Rule 419, will be
released to us.
Assuming Maximum Offering
Amount Percent
Escrowed funds pending
business combination (1)(2) $100,000 100%
-------- ----
Total $100,000 100%
(1) Does not include the estimated $10,028 of offering expenses. We will pay
all offering costs, including filing, printing, legal, accounting,
transfer agent and escrow agent fees from the money in our treasury.
(2) We will not request a release of 10% of these funds under Rule 419.
It is anticipated that a portion of the funds released from escrow
will be used to pay the $25,000 accrued salary to our president. If less than
the maximum proceeds are raised, a greater portion of this accrued liability
will have to be borne by the acquisition candidate as a condition of the
merger. Management believes that this is in our best interest as a company,
because it reduces the amount of liabilities an acquisition candidate must
assume in the merger, and thus, may facilitate an acquisition transaction.
Other than the $25,000 in accrued salary to our president, no
compensation will be paid or due or owing to any officer or director until
after a business combination is closed.
The proceeds received in this offering will be put into the escrow
account pending closing of a business combination and reconfirmation by your.
Such funds will be in an insured depository institution account in either a
certificate of deposit, interest bearing savings account or in short term
government securities as placed by _________________________________.
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CAPITALIZATION
The following table sets forth our capitalization as of May 31, 1999,
and pro-forma as adjusted to give close to the sale of 100,000 shares offered
by us.
- -------------------------------------------------------------------------------
Actual As Adjusted
------ -----------
Long-term debt
Stockholders' equity:
Common stock, $.001 par value;
authorized 50,000,000 shares,
issued and outstanding
917,500 shares and 1,017,500
shares, pro-forma as adjusted
Additional paid-in capital
Deficit accumulated during the
development period
Total stockholders equity
Total Capitalization
PROPOSED BUSINESS
History and Organization
We were organized, under the laws of the State of Florida on April 5,
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 in the Internet Industry. 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 $1.00 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 who seek the perceived advantages of a
publicly-held corporation. Our principal business objective will be to seek
long-
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<PAGE>
term growth potential in a business combination in the Internet Industry rather
than to pursue immediate, short-term earnings.
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 this 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, as a prospective
investor you will have an opportunity to evaluate the specific merits or risks
of only the business combination that management decides to enter into. Cost
overruns may be borne by management.
We may seek a business combination in the Internet industry in the
form of firms which:
o Have recently commenced operations
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 a 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, focusing attention on 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.
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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.
Our officer or director has had no 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 an 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 the Internet industry which is an industry characterized by a high
level of risk. Although management will endeavor to evaluate the risks inherent
in an acquisition candidate, there can be no assurance that we will properly
ascertain or assess all significant risks.
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 the Internet industry.
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.
Evaluation of Business Combinations
The analysis of business combinations will be undertaken by us under
the supervision of our officer and director, who is not a professional business
analyst.
Because we will be subject to Section 13 or 15(d) of the Exchange Act,
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
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<PAGE>
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 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
You should note that any merger or acquisition closed by us can be
expected to have a significant dilutive effect on our current shareholders and
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 expect that the parties to the business transaction
will find it 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, our shareholders, including investors 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, our directors and officers will, as part of the terms
of the acquisition transaction, resign as directors and officers.
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<PAGE>
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 officer
and director has agreed to comply with this provision. 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
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 investors 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.
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 public, blank check companies
located throughout the United States.
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Finding a Business Combination
Our management will actively search for potential acquisition
candidates through internet web-sites where companies post their intentions to
be acquired. In addition, we are going to have our own web-site under the URL
address of acquireu.com so that companies seeking to be acquired can find us
directly. Our web-site will allow those companies to answer a due diligence
questionnaire, which would provide us with the information necessary to review
and analyze potential candidates. We may also decide to advertise our intention
to acquire a company in the Internet industry in the form of ads in legal or
other publications. The cost of such advertising will be paid from the money in
our treasury, and if additional funds are required, such cost will be assumed
by management.
Employees
We presently have no employees. Our officer and director is engaged in
business activities outside of us, and the amount of time he will devote to our
business will only be between five (5) and twenty (20) hours per week. Upon
completion of the public offering, it is anticipated that management will
devote the time necessary each month to our affairs or until a successful
acquisition of a business has been completed.
Facilities
We are presently using the office of Douglas E. Greer, 4901 NW 17th
Way Suite 405, Fort Lauderdale, Florida 33309 (954) 698-9377, 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 written agreement between us and Mr. Greer. We presently own
no equipment, and do not intend to own any upon completion of this offering.
Year 2000 Issues
Because we currently have no operations, we do not anticipate
incurring significant expense with regard to Year 2000 issues.
PLAN OF OPERATION
We are a development stage entity, and have neither engaged in any
operations nor generated any revenues to date. Our expenses to date which have
been funded by our current shareholders and management, are $10,000 plus the
$28.00 SEC filing fee paid in 1999. We also owe $25,000 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 will be funded from the money
in our treasury or if additional funds are required that may be funded by
management will be from our efforts to identify a suitable acquisition
candidate and close the acquisition. Management may agree 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
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<PAGE>
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 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, it may be on terms unacceptable 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.
RELATED PARTY 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 shareholders can purchase up to 80% of the stock in this offering
and thus may own 80% of us after the offering is completed. They would
therefore have continuing control. 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.
Neither our officer, director, or promoters, and or other affiliates
of us, have had any preliminary contact or discussions with any representative
of any other company or business regarding the possibility of an acquisition or
merger with us.
We have established a policy that prohibits transactions with or
payment of anything of value to any present officer, 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, directors, promoter or affiliate or
associate, except as follows:
o We owe our president, Douglas E. Greer, $25,000 in salary. The
acquisition candidate must agree to pay this debt in the
acquisition agreement.
Our director and officer is or may become, in his individual capacity,
an officer, director, controlling shareholder and/or partner of other entities
engaged in a variety of businesses. Douglas E. Greer 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
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exists potential conflicts of interest including allocation of time between us
and such other business entities.
Management is not aware of any circumstances under which the policies
described in this section, or any other section, of this prospectus, through
their own initiative, may be changed.
DESCRIPTION OF CAPITAL STOCK
- --------------------------------------- ---------------------------------------
Authorized Capital Stock Under Our Shares Of Capital Stock Outstanding
Articles Of Incorporation After offering
- --------------------------------------- ---------------------------------------
50,000,000 shares of common stock 1,017,500 shares of common stock
- assuming allshares are sold
- --------------------------------------- ---------------------------------------
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.
If we go out of business, 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.
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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 legal rights they think are
appropriate, such as:
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
The issuance of preferred stock could provide us with flexibility for
possible acquisitions and other corporate purposes, but it also could render
your vote meaningless 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.
Transfer Agent and Registrar
We are the transfer agent and registrar for our stock.
SHARES ELIGIBLE FOR FUTURE SALE
Of the shares outstanding after the offering, the 100,000 shares sold
in this offering will have been registered with the SEC and can be freely
resold, except if they are acquired by our directors, executive officers or
other persons or entities that they control or who control them. Our directors,
executive officers, and persons or entities that they control or who control
them will be able to sell shares of stock so long as they do so without
violating SEC rule 144. The remaining 917,000 outstanding shares have certain
piggy back registration rights at our sole option and may only be sold under
the rule 144 until such time as they are registered. We have
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<PAGE>
made no guarantees to any of our existing shareholders that we will, in fact
register their shares and their shares, nor are their shares being registered
in this offering.
Rule 144 provides that directors, executive officers, and persons or
entities that they control or who control them may sell shares of common stock
in any three-month period in an amount limited to the greater of:
o 1% of our outstanding shares of common stock
o The average weekly trading volume in our common stock during the
four calendar weeks preceding a sale
Sales under the rule also must be made without violating:
o Manner-of-sale provisions - in the market through a broker at
current market prices
o Notice requirements - forms must be filed with the SEC
o Requirement of availability of public information about us -
current in filing required SEC reports.
We cannot predict the effect that sales of shares or the availability
of shares for sale will have on the any market price that may exist for our
common stock after completion of the offering. It is likely that sales of
substantial amounts of our common stock in the public market could drive our
stock price down.
MANAGEMENT
The following table and subsequent discussion sets forth information
about our director and executive officer, who will serve in the same capacity
with us upon completion of the offering, but will resign upon the closing of
the merger. Mr. Greer was elected to serve as a director and President on May
10, 1999.
Name Age Title
- ---- --- -----
Douglas E. Greer 39 President, Treasurer and Director
Douglas E. Greer serves as our President and sole member of the Board
of Directors. Mr. Greer's responsibilities will include management of our
operations as well as our administrative and financial activities. Since
January 1996, Mr Greer is a Licensed Mortgage Broker and has served as
President of Merlin Ventures, Inc., D.B.A. Mortgage 2000, a licensed mortgage
lending organization providing "one-stop" shopping and "point-of-sale"
financing for home buyers of residential real estate. Responsibilities include
formulation and development of operations and acquisitions management,
marketing of loan products, management of Loan Origination function, network
implementation and administration, and strategic planning and operations. From
January 1994 to November 1995 Mr. Greer served as Senior Vice President of SC
Funding, Corporation, Costa Mesa, Calfornia, his responsibilities included
management of secondary
25
<PAGE>
marketing department pipeline & risk management, product development, investor
relations (including FNMA,FHLMC,GE Capital and warehouse lenders), MBS trading
and corporate strategic planning. (loan pipeline $200,000,000 with annual loan
production of $1,200,000,000). From July 1992 tojanuary 1994 Mr Greer Served as
Executive Vice President of Affordable Mortgagee Corp., Wappingers Falls, New
York, his responsibilities: manager secondary marketing department, manager
closing & shipping department supervisor of post closing & document control
department, supervision of computer processing/closing and pipeline control
system, "Supervisor Novell Network" (Company Annual loan production
$175,000,000).
Mr. Greer attended University of Miami, Coral Gables, Florida,
majoring in Business Administration and Finance. Mr. Greer's Additional
Professional Experience Include From 1983-1986 Mr . Greer was a Registered
Representative N.A.S.D. Advest Inc. Hallandale Fl., From 1980-1982 Mr. Greer
was a Loan Officer Bank Of Boston Mortgage Corp.(S.W.D.) Miami, Fl
Mr. Greer has working knowledge of computer networks and advanced
communication systems, software and software development experience, extensive
experience in corporate asset acquisition transactions, financing strategies,
contracts and corporate strategic management and planning. His INFORMATION
SYSTEMS EXPERIENCE includes: Software: Windows NT 4.0,Novell Netware 3.1 1,
Lotus, Microsoft Excel, Windows95/98, Word, Access, Publisher, DOS, PC
Anywhere, facsys, Fox Pro, 4.0 Desk Top Publishing Mortgage, Software: Contour,
T.I.M.E., Mortgage Flex., FICS, Genesis 2000, Act 4.0, Hardware: Working
knowledge of computer network design, wiring, installation PC construction,
enhancement and repair remote printing, T- I and IS DN digital data transfer
and communication systems and hardware.
Our director will hold office until the next annual meeting of
shareholders and the election of his successor. Our Director receives no
compensation for serving on the board other than reimbursement of reasonable
expenses incurred in attending meetings. Officers are appointed by the board
and serve at their discretion.
Executive Compensation
The following table sets forth all compensation awarded to, earned by,
or paid for services rendered to us in all capacities during the fiscal year
ended December 31, 1998, by our executive officer or others whose salary and
bonus for fiscal year 1998 exceeded $100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term Compensation Awards
Name and Principal Position Annual Compensation - 1998
- --------------------------- --------------------------
Salary ($) Bonus ($) Number of Shares Underlying
---------- --------- Options (#)
-----------
<S> <C> <C> <C>
Douglas E. Greer, President None None None
</TABLE>
26
<PAGE>
We have agreed orally to pay Douglas E. Greer $25,000 of salary for
all services rendered and to be rendered from May 10, 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 our current stockholders and us. Management is not aware of any
circumstances under which this policy, through their own initiative, may be
changed.
Blank Check Companies
Our management has not been involved in any previous blind pool or
blank check offerings
Management Involvement
We have conducted no business as of yet. Mr. Greer will be the primary
person involved in locating an acquisition candidate by speaking to business
associates and acquaintances and searching the New York Times, the Wall Street
Journal, other business publications and the Internet for acquisition
candidates.
Management Control
Management may not divest themselves of ownership and control of us
prior to the closing of an acquisition or merger transaction. This policy is
based on an unwritten agreement among management. Management is not aware of
any circumstances under which such policy through their own initiative may be
changed.
Statement Concerning Indemnification
Our director is 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
director's liability.
27
<PAGE>
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
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.
PRINCIPAL SHAREHOLDERS
The following table sets forth information about our current
shareholders. 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. The numbers in this table assume
1,017,500 shares of common stock outstanding following the offering:
<TABLE>
<CAPTION>
Shares Owned Percentage
Before offering After offering Before offering After offering
--------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
Douglas E. Greer. 500,000 500,000 54.50% 49.14%
All directors and 500,000 500,000 54.50% 49.14%
officers as a
group - 1 person
</TABLE>
Mr. Greer may be deemed our promoter, as that term is defined under
the Securities Act.
CERTAIN TRANSACTIONS
The following table sets forth information regarding all securities
sold by us since our inception on April 5, 1999.
<TABLE>
<CAPTION>
- --------------------------------------- --------- --------------------- ------------ ----------------
Class Of Purchasers Date Of Title Of Securities Number Of Aggregate
Sale Securities Purchase Price
And Form Of
Consideration
- --------------------------------------- --------- --------------------- ------------ ----------------
<S> <C> <C> <C> <C>
Douglas E. Greer 4/06/99 Common Stock 500,000 $5,000.00
Michael William 4/06/99 Common Stock 50,000 $500.00
Cordell Adams 4/06/99 Common Stock 25,000 $250.00
Donat C. Aubuchon 4/06/99 Common Stock 12,500 $125.00
Laurie C. Aubuchon 4/06/99 Common Stock 12,500 $125.00
Anthea Bojar 4/06/99 Common Stock 12,500 $125.00
Kenneth Burdin and Lois Peterson 4/06/99 Common Stock 25,000 $250.00
Kenneth Burdin 4/06/99 Common Stock 25,000 $250.00
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Daniel Cohen 4/06/99 Common Stock 25,000 $250.00
Marvin Davis 4/06/99 Common Stock 12,500 $125.00
Ernest and Pauline Fermanis 4/06/99 Common Stock 12,500 $125.00
Gary Kania 4/06/99 Common Stock 25,000 $250.00
Prakash Patel 4/06/99 Common Stock 25,000 $250.00
Sanjay Patel 4/06/99 Common Stock 25,000 $250.00
Hudson Powell 4/06/99 Common Stock 25,000 $250.00
Rick Gates Ireland 4/06/99 Common Stock 25,000 $250.00
Joseph Sussman 4/06/99 Common Stock 25,000 $250.00
David Baddour 4/06/99 Common Stock 5,000 $50.00
Ronald and Elizabeth Krochak 5/04/99 Common Stock 50,000 $25,000.00
</TABLE>
All sales were made in reliance on Section 4(2) of the Securities Act
and/or Regulation D promulgated thereunder. These sales were made without
general solicitation or advertising. Each purchaser was a sophisticated
investor with access to all relevant information necessary to evaluate the
investment and represented to the Registrant that the shares were being
acquired for investment.
WHERE CAN YOU FIND MORE INFORMATION?
We have not previously been required to comply with the reporting
requirements of the Exchange Act. We have filed a registration statement with
the SEC on form SB-2 to register the offer and sale of the shares. This
prospectus is part of that registration statement, and, as permitted by the
SEC's rules, does not contain all of the information in the registration
statement. For further information about us and the shares offered under this
prospectus, you may refer to the registration statement and to the exhibits and
schedules filed as a part of the registration statement. You can review the
registration statement and its exhibits and schedules at the public reference
facility maintained by the SEC at Judiciary Plaza, Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the regional offices of the SEC at 7 World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, Suite
1400, 500 West Madison Street, Chicago, Illinois 60661. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. The
registration statement is also available electronically on the World Wide Web
at http://www.sec.gov.
You can also call or write us at any time with any questions you may
have. We'd be pleased to speak with you about any aspect of our business and
this offering.
MARKET FOR OUR COMMON STOCK
Prior to the date hereof, there has been no trading market for our
common stock. Under the requirements of Rule 15g-8 of the Exchange Act, a
trading market will not develop prior to or after the effectiveness of this
prospectus or while the common stock under this offering is maintained in
escrow. The common stock under this offering will remain in escrow until our
closing of a business combination under the requirements of Rule 419. There is
currently one
29
<PAGE>
holder of our outstanding common stock. The outstanding common
stock was sold in reliance upon an exemption from registration contained in
Section 4(2) of the Securities Act. Assuming management purchases 80% of the
shares in this offering, which is their current intention, current shareholders
will own 80% of the outstanding shares upon completion of the offering. 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
and the subsequent release of the common stock and other escrowed shares from
escrow. 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 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 917,500 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 a portion of their shares during any three (3) month period after
April 6, 2000. In addition, the holders of the restricted securities are
entitled to certain piggyback registration rights which may only be exercised at
our election. The exercise of such rights will enable the holders of the
restricted securities to sell their shares prior to such date. We are offering
100,000 shares of our common stock at $1.00 per share. Dilution to the investors
in this offering shall be approximately $0.88 per share.
REPORTS TO STOCKHOLDERS
We intend to furnish our stockholders with annual reports containing
audited financial statements as soon as practicable at the end of each fiscal
year. Our fiscal year ends on December 31st.
PLAN OF DISTRIBUTION
We offer the right to subscribe for 100,000 shares at $1.00 per share.
We propose to offer the shares directly on a best efforts, no minimum basis,
and no compensation is to be paid to any person for the offer and sale of the
shares.
Our President plans to distribute prospectuses related to this
offering. We estimate approximately 100 to 200 prospectuses shall be
distributed in such a manner. He intends to distribute prospectus to
acquaintances, friends and business associates.
30
<PAGE>
The offering shall be conducted by our president. Although he is an
associated person of us as that term is defined in Rule 3a4-1 under the
Exchange Act, he is deemed not to be a broker for the following reasons:
o He is not subject to a statutory disqualification as that term
is defined in Section 3(a)(39) of the Exchange Act at the time
of his participation in the sale of our securities.
o He will not be compensated for his participation in the sale of
our securities by the payment of commission or other
remuneration based either directly or indirectly on transactions
in securities.
o He is not an associated person of a broker or dealers at the
time of his participation in the sale of our securities.
o He will restrict his participation to the following activities:
1. Preparing any written communication or delivering such
communication through the mails or other means that does
not involve oral solicitation by him of a potential
purchaser;
2. Responding to inquiries of a potential purchasers in a
communication initiated by the potential purchasers,
provided however, that the content of such responses are
limited to information contained in a registration
statement filed under the Securities Act or other offering
document;
3. Performing ministerial and clerical work involved in
effecting any transaction.
As of the date of this Prospectus, no broker has been retained by us
for the sale of securities being offered. In the event a broker who may be
deemed an underwriter is retained by us, an amendment to our registration
statement will be filed.
Neither we nor anyone acting on our behalf including our shareholders,
officers, directors, promoters, affiliates or associates will approach a market
maker or take any steps to request or encourage a market in these securities
either prior or subsequent to an acquisition of any business opportunity. There
have been no preliminary discussions or understandings 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 securities, nor
do we have any plans to engage in such discussions. We do not intend to use
consultants to obtain market makers. No member of management, promoter or
anyone acting at their direction will recommend, encourage or advise you to
open brokerage accounts with any broker-dealer that is obtained to make a
market in the shares subsequent to the acquisition of any business opportunity.
Investors in this offering shall make their own decisions regarding whether to
hold or sell their shares. We shall not exercise any influence over your
decisions.
Arbitrary Determination of Offering Price
The initial offering price of $1.00 per share has been arbitrarily
determined by us, and bears no relationship whatsoever to our assets, earnings,
book value or any other objective standard of value. Among the factors
considered by us were:
31
<PAGE>
o The lack of operating history
o The proceeds to be raised by the offering
o The amount of capital to be contributed by the public in
proportion to the amount of stock to be retained by present
stockholders
o The current market conditions in the over-the-counter market
Possible Lack of Market for Your Shares
Under Rule 419, all securities purchased in an offering by a blank
check company, as well as securities issued for an offering to underwriters,
promoters or others as compensation or otherwise, must be placed in the Rule
419 escrow account. These securities will not be released from escrow until the
closing of a merger or acquisition as provided for in Rule 419. There is no
present market for our common stock of us and there may not be any active and
liquid public trading market developing following the release of securities
from the Rule 419 account. Thus, shareholders may find it difficult to sell
their shares. To date, neither we nor anyone acting on our behalf has taken any
affirmative steps to request 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. Our present
management has no intention of seeking a market maker for our common stock at
any time prior to the reconfirmation offer to be conducted prior to the closing
of a business combination. Our officers after the closing of a business
combination may employ consultants or advisors to obtain such market makers.
Management expects that discussions in this area will ultimately be initiated
by the management in control of the entity after a business combination is
reconfirmed by the stockholders.
Method of Subscribing
Persons may subscribe by filling in and signing the subscription
agreement and delivering it, prior to the expiration date, to us. The
subscription price of $1.00 per share must be paid in cash or by check, bank
draft or postal express money order payable in United States dollars to our
order. You may not pay in cash.
Our officers, directors, current shareholders and any of their
affiliates or associates may purchase a portion of the shares offered in this
offering. The aggregate number of shares which may be purchased by them shall
not exceed 80% of the number of shares sold in this offering. Shares purchased
by our officers, directors and principal shareholders will be acquired for
investment purposes and not with a view toward distribution.
Expiration Date
This offering will expire 90 days from the date of this prospectus, or
180 days from the date of this prospectus if extended by us.
32
<PAGE>
LEGAL PROCEEDINGS
We not a party to or aware of any pending or threatened lawsuits or
other legal actions.
LEGAL MATTERS
The validity of the shares offered under this prospectus is being
passed upon for us by Shustak Jalil and Heller, New York, New York.
EXPERTS
Our financial statements as of May 31, 1999, included in this
prospectus and in the registration statement, have been so included in reliance
upon the report of Harvey Judkowitz, independent certified public
accountant, included in this prospectus, and upon the authority of said firm
as experts in accounting and auditing.
33
<PAGE>
INDEX TO FINANCIAL STATEMENTS
ACQUIREU.COM, INC.
Audited Financial Statements
Page
----
Balance Sheet at May 31, 1999............................................. F-2
Report of Independent Auditors............................................ F-3
Notes to Financial Statements............................................. F-4
F-1
<PAGE>
ACQUIREU.COM, INC.
BALANCE SHEET
MAY 31, 1999
ASSETS
Current assets
Cash $ 28,175
Prepaid registration fees 5,000
--------
Total current assets 33,175
--------
$ 33,175
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Stockholders' equity
Common stock, 50,000,000 shares par value $.001
authorized, 867,500 shares
issued and outstanding and 50,000 shares
subscribed and unissued $ 918
Additional paid-in capital 32,757
--------
33,675
Less subscriptions receivable (500)
--------
$ 33,175
========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS
F-2
<PAGE>
The Board of Directors
ACQUIREU.COM, INC.
I have audited the accompanying balance sheet of ACQUIREU.COM, INC. as of May
31, 1999 This financial statement is the responsibility of the Company=s
management. My responsibility is to express an opinion on this financial
statement based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the balance sheet referred to above present fairly, in all
material respects, the financial position of ACQUIREU.COM, INC.. as of May 31,
1999, in conformity with generally accepted accounting principles.
Harvey Judkowitz
Certified Public Accountant
Miami, Florida
June 3, 1999
F-3
<PAGE>
ACQUIREU.COM, INC.
NOTES TO FINANCIAL STATEMENTS
MAY 31, 1999
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Business - The Company was incorporated in the state of Florida on April 5,
1999 and is in the business of conducting internet related activities. There
was no activity with the Company during this period. .
Use of estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and use assumptions that affect certain reported amounts. Actual amounts could
differ from those estimates.
Cash equivalents - Cash equivalents include nonequity short-term investments
with original maturity dates of 90 days or less.
NOTE 2: CAPITAL TRANSACTIONS
The Company received subscriptions for 917,500 shares of its common stock for a
total of $33,675.All but $500 for 50,000 shares had been received at May 31.
The remaining $500 was received on June 1, 1999.
NOTE 3: PREPAID REGISTRATION EXPENSES
The Company has prepaid registration expenses in the amount of $5,000 in
connection with a common stock offering of 100,000 shares for $100,000. If the
offering is successful, the $5,000 will be offset against additional paid in
capital. if the offering is not successful, the amount will be charged to
operations.
F-4
<PAGE>
-----------------------------------------
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representations must
not be relied on as having been authorized by Acquireu.com, Inc. This
Prospectus does not constitute an offer to sell or a solicitation of an offer
to buy, by any person in any jurisdiction in which it is unlawful for such
person to make such offer or solicitation. Neither the delivery of this
Prospectus nor any offer, solicitation or sale made hereunder, shall under any
circumstances create an implication that the information herein is correct as
of any time subsequent to the date of the Prospectus.
---------------------
Until ______________, 1999 (ninety days after the date funds and
securities are released from the escrow account pursuant to Rule 419), all
dealers effecting transactions in the registered securities, whether or not
participating in the distribution thereof, may be required to deliver a
Prospectus. This is in addition to the obligation of dealers to deliver a
Prospectus when acting as Underwriters and with respect to their unsold
allotment or subscriptions.
ACQUIREU.COM, INC.
100,000 Shares of
Common Stock
-------------
PROSPECTUS
-------------
__________, 1999
<PAGE>
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers.
The information required by this Item is incorporated by reference to
"Management Statement Concerning Indemnification" in the Prospectus herein.
Item 25. Other Expenses of Issuance and Distribution.
Amount to be Paid
-----------------
SEC Registration Fee $ 28
Blue Sky Fees and Expenses $1,000
Legal Fees and Expenses $5,000
Printing and Engraving Expenses $1,000
Accountants' Fees and Expenses $1,500
Miscellaneous $1,500
------
Total $10,028
The foregoing expenses, except for the SEC fees, are estimated.
Item 26. Recent Sales of Unregistered Securities.
The following sets forth information relating to all previous sales of
Common Stock by the Registrant which sales were not registered under the
Securities Act:
The following table sets forth information regarding all securities
sold by us since our inception on April 5, 1999.
<TABLE>
<CAPTION>
- ------------------------------------- --------- --------------------- ------------ ----------------
Class Of Purchasers Date Of Title Of Securities Number Of Aggregate
Sale Securities Purchase Price
And Form Of
Consideration
- ------------------------------------- --------- --------------------- ------------ ----------------
<S> <C> <C> <C> <C>
Douglas E. Greer 4/06/99 Common Stock 500,000 $5,000.00
Michael William 4/06/99 Common Stock 50,000 $500.00
Cordell Adams 4/06/99 Common Stock 25,000 $250.00
Donat C. Aubuchon 4/06/99 Common Stock 12,500 $125.00
Laurie C. Aubuchon 4/06/99 Common Stock 12,500 $125.00
Anthea Bojar 4/06/99 Common Stock 12,500 $125.00
Kenneth Burdin and Lois Peterson 4/06/99 Common Stock 25,000 $250.00
Kenneth Burdin 4/06/99 Common Stock 25,000 $250.00
Daniel Cohen 4/06/99 Common Stock 25,000 $250.00
Marvin Davis 4/06/99 Common Stock 12,500 $125.00
Ernest and Pauline Fermanis 4/06/99 Common Stock 12,500 $125.00
Gary Kania 4/06/99 Common Stock 25,000 $250.00
Prakash Patel 4/06/99 Common Stock 25,000 $250.00
Sanjay Patel 4/06/99 Common Stock 25,000 $250.00
Hudson Powell 4/06/99 Common Stock 25,000 $250.00
Rick Gates Ireland 4/06/99 Common Stock 25,000 $250.00
Joseph Sussman 4/06/99 Common Stock 25,000 $250.00
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
David Baddour 4/06/99 Common Stock 5,000 $50.00
Ronald and Elizabeth Krochak 5/04/99 Common Stock 50,000 $25,000.00
</TABLE>
All sales were made in reliance on Section 4(2) of the Securities Act
and/or Regulation D promulgated thereunder. These sales were made without
general solicitation or advertising. Each purchaser was a sophisticated
investor with access to all relevant information necessary to evaluate the
investment and represented to the Registrant that the shares were being
acquired for investment.
Item 27. Exhibits.
The following exhibits are filed with this Registration Statement:
Number Exhibit Name
- ------ ------------
1 Escrow Agreement in Accordance with Rule 419 under the Securities Act
of 1933, as amended
3.1 Articles of Incorporation
3.2 By-Laws
4.1 Specimen Common Stock Certificate*
5 Opinion Regarding Legality*
24.1 Consent of Counsel*
24.2 Consent of Expert*
*To Be Filed By Amendment
All other Exhibits called for by Rule 601 of Regulation S-B are not
applicable to this filing. Information pertaining to our Common Stock is
contained in our Articles of Incorporation and By-Laws.
Item 28. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offer or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section I 0(a)(3) of
the Securities Act of 1933, as amended; (ii) To reflect in the
prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement; (iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment that
contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the Offering.
II-2
<PAGE>
Subject to the terms and conditions of Section 15(d) of the Exchange
Act, the undersigned Registrant hereby undertakes to file with the Securities
and Exchange Commission such supplementary and periodic information, documents,
and reports as may be prescribed by any rule or regulation of the Commission
heretofore or hereafter duly adopted under authority conferred to that section.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers,
and controlling persons of the Registrant under its Certificate of
Incorporation or provisions of Florida law, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form SB-2 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized by power of attorney, in the City of
Fort Lauderdale, State of Florida, June 4, 1999.
Acquireu.com, Inc.
(Registrant)
/s/ Douglas E. Greer
---------------------------------------
Douglas E. Greer, President, Treasurer,
and Director
II-3
<PAGE>
EXHIBIT 1
ESCROW AGREEMENT IN ACCORDANCE WITH RULE 419
UNDER THE SECURITIES ACT OF 1933
ESCROW AGREEMENT, dated as of __________, 1999, (the "Agreement") by
and between Acquireu.com, Inc. a Florida corporation (the "Company") and
_________________, (the "Escrow Agent").
The Company, through its president, will sell up to 100,000 shares of
Common Stock, par value $1.00 (the "shares"), as more fully described in the
Company's definitive Prospectus dated ____________, 1999 comprising part of the
company's Registration Statement on Form SB-2, as amended (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act") (File No.
___________) declared effective on __________________ (the "Prospectus").
The Company desires that the Escrow Agent accept all offering
proceeds, with no deduction of cash paid for underwriting commissions,
underwriting expenses and dealer allowances and amounts permitted to be
released to the Company under Rule 419(b)(2)(vi), a copy of which rule is
attached hereto and made a part hereof, to be derived by the company from the
sale of the shares (the "Offering Proceeds"), as well as the share certificates
representing the shares issued in connection with the company's offering, in
escrow, to be held and disbursed as hereinafter provided.
NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter set forth, the parties hereto agree as follows:
1. Appointment of Escrow Agent. The company hereby appoints the
Escrow Agent to act in accordance with and subject to the terms
of this Agreement, and the Escrow Agent hereby accepts such
appointment and agrees to act in accordance with and subject to
such terms.
2. Deposit of Offering Proceeds and share Certificates. Subject to
Rule 419, upon the Company's receipt and acceptance of
subscriptions and Offering Proceeds, the Company shall promptly
deliver to the Escrow Agent a certified or bank check in the
amount of the Offering Proceeds drawn to the order of the Escrow
Agent or, alternatively, drawn to the order of the Company but
endorsed by the Company for collection by the Escrow Agent and
credited to the Escrow Account.
All share certificates representing the Shares issued in
connection with the Company's offering shall also be deposited by
the Company directly into the Escrow Account promptly upon
issuance. The identity of the purchasers of the securities shall
be included on the stock certificates or other documents
evidencing such securities. Securities held in the Escrow Account
are to remain as issued and deposited and shall be held for the
sole benefit of the purchasers, who shall have voting rights with
respect to securities held in their names, as provided by
applicable state law. No transfer or other disposition of
securities held in the Escrow Account or any interest related
such securities shall be permitted other than by will or the laws
of descent and distribution, or pursuant to a qualified domestic
relations order as defined by the Internal Revenue code of 1986
as amended [26 U.S.C. 1 et seq.], or Title 1 of the Employee
Retirement Income Security Act [29 U.S.C. 1001 et seq.], or the
rules thereunder.
Warrants, convertible securities or other derivative securities,
if any, relating to securities held in the Escrow Account may be
exercised or converted in accordance with their terms; provided
<PAGE>
however, that securities received upon exercise or conversion,
together with any cash or other consideration paid in connection
with the exercise or conversion, are promptly deposited into the
Escrow Account.
3. Disbursement of the Escrow Account. Upon the earlier of (i)
receipt by the Escrow Agent of a signed representation from the
Company to the Escrow Agent, that the requirements of Rule
419(e)(1) and (e)(2) have been met, and consummation of an
acquisition(s) meeting the requirements of Rule 419(e)(2) or
(ii) written notification from the Company to the Escrow Agent
to deliver the Offering Proceeds to another escrow agent in
accordance with Paragraph 5.8 then, in such event, the Escrow
Agent shall disburse the Offering Proceeds (inclusive of any
interest thereon) to the Company and the securities to the
purchasers or registered holders identified on the deposited
securities or deliver the Offering Proceeds and securities to
such other escrow agent, as the case may be, whereupon the
Escrow Agent shall be released from further liability hereunder.
Notwithstanding the foregoing, if an acquisition meeting the
requirements of Rule 419(e)(1) has not occurred by a date within
18 months after the effective date of the Registration Statement,
funds held in the Escrow Account shall be returned by first class
mail or equally prompt means to the purchasers within five
business days following that date.
4. Concerning the Escrow Agent.
The Escrow Agent shall not be liable for any actions taken or
omitted by it, or any action suffered by it to be taken or
omitted by it, in good faith and in the exercise of its own best
judgment, and may rely conclusively and shall be protected in
acting upon any order, notice demand, certificate, opinion or
advice of counsel (including counsel chosen by the Escrow Agent),
statement , instrument , report or other paper or document (not
only as to its due execution and the validity and effectiveness
of its provision, but also as to the truth and acceptability of
any information therein contained) which is believed by the
Escrow Agent to be genuine and to be signed or presented by the
proper person or person.
The Escrow Agent shall not be bound by any notice or demand, or
any waiver, modification, termination or rescission of this
Agreement unless evidenced by a writing delivered to the Escrow
Agent signed by the proper party or parties and, if the duties or
rights of the Escrow Agent are affected, unless it shall have
given its prior written consent thereto.
The Escrow Agent shall not be responsible for the sufficiency or
accuracy, the form of, or the execution validity, value or
genuineness of any document or property received, held or
delivered by it hereunder, or of any signature or endorsement
thereon, or for any lack of endorsement thereon, or for any
description therein, nor shall the Escrow Agent be responsible or
liable in any respect on account of the identity, authority or
rights of the person executing or delivering or purporting to
execute or deliver any document or property paid or delivered by
the Escrow Agent under the provisions hereof.
The Escrow Agent shall not be liable for any loss which may be
incurred by reason of any investment of any monies or properties
which it holds hereunder. The Escrow Agent shall have the right
to assume, in the absence of written notice to the contrary from
the proper person or persons, that a fact or an event by reason
of which an action would or might be taken by the Escrow Agent
does not exist or has not occurred, without incurring liability
for any action
<PAGE>
taken or omitted, in good faith and in the exercise of its own
best judgment, in reliance upon such assumption.
The Escrow Agent shall be indemnified and held harmless by the
Company from and against any expenses, including counsel fees and
disbursements, or loss suffered by the Escrow Agent in connection
with any action, suit or other proceeding involving any claim, or
in connection with any claim or demand, which in any way directly
or indirectly arises out of or relates to this Agreement, the
services of the Escrow Agent hereunder, the monies or other
property held by it hereunder or any such expense or loss.
Promptly after the receipt by the Escrow Agent of notice of any
demand or claim or the commencement of any action, suit or
proceeding, the Escrow Agent shall, if a claim in respect thereof
shall be made against the other parties hereto, notify such
parties thereof in writing; but the failure by the Escrow Agent
to give such notice shall not relieve any party from any
liability which such party may have to the Escrow Agent
hereunder. Upon the receipt of such notice, the Escrow Agent, in
its sole discretion, may commence an action in the nature of
interpleader in an appropriate court to determine ownership or
disposition of the Escrow Account or it may deposit the Escrow
Account with the clerk of any appropriate court or it may retain
the Escrow Account pending receipt of a final, non-appealable
order of a court having jurisdiction over all of the parties
hereto directing to whom and under what circumstances the Escrow
Account is to be disbursed and delivered.
The Escrow Agent shall be entitled to reasonable compensation
from the Company for all services rendered by it hereunder.
From time to time on and after the date hereof, the Company shall
deliver or cause to be delivered to the Escrow Agent such further
documents and instruments and shall do or cause to be done such
further acts as the Escrow Agent shall reasonably request (it
being understood that the Escrow Agent shall have no obligation
to make such request) to carry out more effectively the
provisions and purposes of this Agreement, to evidence compliance
herewith or to assure itself that it is protected in acting
hereunder.
The Escrow Agent may resign at any time and be discharged from
its duties as Escrow Agent hereunder by its giving the Company at
least thirty (30) days' prior written notice thereof. As soon as
practicable after its resignation, the Escrow Agent shall turn
over to a successor escrow agent appointed by the Company, all
monies and property held hereunder upon presentation of the
document appointing the new escrow agent and its acceptance
thereof. If no new escrow agent is so appointed in the sixty (60)
day period following the giving of such notice of resignation,
the Escrow Agent may deposit the Escrow Account with any court it
deems appropriate.
The Escrow Agent shall resign and be discharged form its duties
as Escrow Agent hereunder if so requested in writing at anytime
by the Company, provided, however, that such resignation shall
become effective only upon acceptance of appointment by a
successor escrow agent as provided above. Notwithstanding
anything herein to the contrary, the Escrow Agent shall not be
relieved from liability thereunder for its own gross negligence
or its own willful misconduct.
5. Miscellaneous.
This Agreement shall for all purposes be deemed to be made under
and shall be construed in accordance with the laws of the State
of Florida.
<PAGE>
This Agreement contains the entire agreement of the parties
hereto with respect to the subject matter hereof and, except as
expressly provided herein, may not be changed or modified except
by an instrument in writing signed by the party to be charged.
The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation thereof.
This Agreement shall be binding upon and inure to the benefit of
the respective parties hereto and their legal representatives,
successors and assigns.
Any notice or other communication required or which may be given
hereunder shall be in writing and either be delivered personally
or be mailed, certified or registered mail, return receipt
requested, postage prepaid, and shall be deemed given when so
delivered personally or, if mailed, two (2) days after the date
of mailing. The parties may change the persons and addresses to
which the notices or other communications are to be sent by
giving written notice to any such change in the manner provided
herein for giving notice.
WITNESS the execution of this Agreement as of the date first above written.
Acquireu.com, Inc.
By:
---------------------------------------
President
This Escrow Agreement is accepted as of the ______ day of _____________, 1999.
- ----------------------------------
By:
------------------------------
Authorized Representative
<PAGE>
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
Acquireu.com, Inc.
FILED
SECRETARY OF STATE
DIVISION OF CORPORATION
99APR-5 PM6:03
The undersigned, being an individual, does hereby act as incorporator for the
purpose of organizing a corporation for profit pursuant to the provisions of
the Florida Business Corporation Act, and therefore, adopts the following
Articles of Incorporation for such corporation.
ARTICLE I
---------
NAME
The corporate name for the corporation (hereinafter the "corporation") is:
Acquireu.com, Inc.
ARTICLE II
----------
EXISTENCE AND DURATION
The period of duration of this corporation is perpetual.
ARTICLE III
-----------
PURPOSES AND POWERS
The purpose for which this corporation is organized is to engage in all lawful
business for which corporations may be incorporated pursuant to the Florida
Business Corporation Act. In furtherance of such lawful purposes, the
corporation shall have and may exercise all rights, powers and privileges now
or hereafter exercisable by corporations organized under the laws of the State
of Florida. In addition, it may do everything necessary, suitable, convenient
or proper for the accomplishment of any its corporate purposes.
ARTICLE IV
----------
CAPITALIZATION
The aggregate number of shares of common stock which this corporation shall
have authority to issue is fifty million (50,000,000) shares at par value of
one tenth of one cent ($.001) per share.
The common stock of the corporation, when issued and then outstanding, shall be
entitled to vote one hundred (100) percent of the stockholder voting rights.
Each holder of common stock shall be entitled to one (1) vote for each share of
common stock held.
The Board of Directors has the authority, without any vote or action by the
Stockholders, to issue Preferred Stock in one or more series and to fix the
designations, preferences, rights, qualifications, limitations and restrictions
thereof, including the voting rights, dividends rights, dividend rate,
conversion rights, terms of redemption, including sinking fund provisions,
redemption price or prices, liquidation preferences and number of Shares
constituting any series.
<PAGE>
There shall be no cumulative voting by shareholders. The shareholders shall
have no preemptive rights to acquire any shares of the corporation. The common
stock of the corporation after the amount of the subscription price has been
paid in shall not be subject to assessment to pay the debts of the corporation.
ARTICLE V
----------
INITIAL OFFICE AND AGENT
The address of this corporation's initial registered office in the State of
Florida is 1725 Palm Cove Blvd. #307 Delray Beach, Florida 33445 and the name
of its initial registered agent at said registered office is Nicholas A.
Natale. The written acceptance of the said initial registered agent, as
required by the provisions of Section 607.0501(3) of the Florida Business
Corporation Act. is set forth following the signature of the incorporator and
is made a part of these Articles of Incorporation.
ARTICLE VI
----------
PRINCIPAL OFFICE
The address of the principal office of the corporation is 1725 Palm Cove Blvd.
#307 Delray Beach, Florida 33445. The corporation may maintain offices,
agencies, and places of business in any other state in the United States and in
foreign countries without restriction as to place, as the Board of Directors
may from time to time determine or the business of the corporation may require.
ARTICLE VII
-----------
INITIAL BOARD OF DIRECTORS
The number of directors constituting the initial board of directors of this
corporation is one (1) and the number of directors of this corporation shall
not be less than one (1). The name and address of the person who is to serve as
director until the first annual meeting of shareholders, or until his successor
is elected and qualified is:
Nicholas A. Natale 1725 Palm Cove Blvd. #307
Delray Beach, Florida 33445
ARTICLE VIII
------------
INDEMNIFICATION
The corporation shall, to the fullest extent permitted by the provisions of the
Florida Business Corporation Act, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
provisions from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said provisions, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any Bylaw, vote of shareholders or
disinterested directors, or otherwise. both as to action in his official
capacity and as to action in another capacity while holding such office. and
shall continue as to a person who has ceased to be a director, officer.
Employee, or agent and shall inure to the benefit or the heirs, executors, and
administrators of such a person.
ARTICLE X
---------
INCORPORATOR
<PAGE>
The name and address of the incorporator signing these Articles of
Incorporation is Nicholas A. Natale1725 Palm Cove Blvd. #307. Delray Beach,
Florida 33445.
Dated this 2nd day of April, 1999.
/s/ Nicholas A. Natale
--------------------------------
Nicholas A. Natale, Incorporator
<PAGE>
EXHIBIT 3.2
BYLAWS OF
ACQUIREU.COM, 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.
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)
<PAGE>
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.
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.
<PAGE>
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.
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.
<PAGE>
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.
Section 11. Voting Trusts. Any number of shareholders of this
corporation may create a voting trust for the purpose of conferring upon a
trustee or trustees the right to vote or otherwise represent their shares, as
provided by law. Where the counterpart of a voting trust agreement and the copy
of the record of the holders of voting trust certificates has been deposited
with the corporation as provided by law, such documents shall be subject to the
same right of examination by a shareholder of the corporation, in person or by
agent or attorney, as are the books and records of the corporation, and such
counterpart and such copy of such record shall be subject to examination by any
holder or record of voting trust certificates either in person or by agent or
attorney, at any reasonable time for any proper purpose.
Section 12. Shareholders' Agreements. Two (2) or more shareholders, of
this corporation may enter an agreement providing for the exercise of voting
rights in the manner provided in the agreement or relating to any phase of the
affairs of the corporation as provided by law. Nothing therein shall impair the
right of this corporation to treat the shareholders of record as entitled to
vote the shares standing in their names.
Section 13. Action by Shareholders Without a Meeting. Any action
required by law, these bylaws, or the articles of incorporation of this
corporation to be taken at any annual or special meeting of shareholders of the
corporation, or any action which may be taken at any annual or special meeting
of such shareholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. If any class of shares is entitled to vote thereon as a class, such
written consent shall be required of the holders of a majority of the shares of
each class of shares entitled to vote as a class thereon and of the total
shares entitled to vote thereon.
Within ten (10) days after obtaining such authorization by written
consent, notice shall be given to those shareholders who have not consented in
writing. The notice shall fairly summarize the material features of the
authorized action and, if the action be a merger, consolidated or sale or
exchange of assets for which dissenters rights are provided under this act, the
notice shall contain a clear statement of the right of shareholders dissenting
therefrom to be paid the fair value of their shares upon compliance with
further provisions of this act regarding the rights of dissenting shareholders.
ARTICLE II - DIRECTORS
Section 1. Function. All corporate powers shall be exercised by or
under the authority of, and business and affairs of the corporation shall be
managed under the direction of, the Board of Directors. 36
Section 2. Qualification. Directors need not be residents of this
state or shareholders of this corporation.
<PAGE>
Section 3. Compensation. The Board of Directors shall have authority
to fix the compensation of directors.
Section 4. Duties of Directors. A director shall perform his duties as
a director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances.
In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements, including financial statements
and other financial data, in each case prepared or presented by:
(a) one (1) or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented,
(b) counsel, public accountants or other persons as to matters which
the director reasonably believes to be within such person's professional or
expert competence, or
(c) a committee of the board upon which he does not serve, duly
designated in accordance with a provision of the articles of incorporation or
the bylaws, as to matters within its designated authority, which committee the
director reasonable believes to merit confidence.
A director shall not be considered to be acting in good faith if he
has knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted.
A person who performs his duties in compliance with this section shall
have no liability by reason of being or having been a director of the
corporation.
Section 5. Presumption of Assent. A director of the corporation who is
present at a meeting of its Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
he votes against such action or abstains from voting in respect thereto because
of an asserted conflict of interest.
Section 6. Number. The corporation shall have at least one (1)
director. The minimum number of directors may be increased or decreased from
time to time by amendment to these bylaws, but no decrease shall have the
effect of shortening the terms of any incumbent director and no amendment shall
decrease the number of directors below one (1), unless the stockholders have
voted to operate the corporation.
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
<PAGE>
majority of the remaining directors though less than a quorum of the Board of
Directors. A director elected to fill a vacancy shall hold office only until
the next election of directors by the shareholders.
Section 9. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may
be removed, with or without cause, by a vote of the holders of a majority of
the shares then entitled to vote at an election of directors.
Section 10. Quorum and Voting. A majority of the number of directors
fixed by these bylaws shall constitute a quorum for the transaction of
business. The act of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.
Section 11. Director Conflicts of Interest. No contract or other
transaction between this corporation and one (1) or more of its directors or
any other corporation, firm, association or entity in which one (1) or more of
the directors are directors or officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because
such director or directors are present at the meeting of the Board of Directors
or a committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their votes are counted for such purpose, if:
(a) The fact of such relationship or interest is disclosed or known to
the Board of Directors or committee which authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested directors; or
(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
<PAGE>
(f) authorize or approve the issuance or sale of, or any contract to
issue or sell, shares or designate the terms of a series of a class of shares,
except that the Board of Directors, having acted regarding general
authorization for the issuance or sale of shares, or any contract therefor,
and, in the case of a series, the designation thereof, may, pursuant to a
general formula or method specified by the Board of Directors, by resolution or
by adoption of a stock option or other plan, authorize a committee to fix the
terms of any contract for the sale of the shares and to fix the terms upon
which such shares may be issued or sold, including, without limitation, the
price, the rate or manner of payment of dividends, provisions for redemption,
sinking fund, conversion, voting or preferential rights, and provisions for
other features of a class of shares, or a series of a class of shares, with
full power in such committee to adopt any final resolution setting forth all
the terms thereof and to authorize the statement of the terms of a series for
filing with the Department of State.
The Board of Directors, by resolution adopted in accordance with this
section, may designate one (1) or more directors as alternate members of any
such committee, who may act in the place and stead of any member or members at
any meeting of such committee.
Section 13. Place of Meetings. Regular and special meetings by the
Board of Directors may be held within or without the State of Florida.
Section 14. Time, Notice and Call of Meetings. Regular meetings by the
Board of Directors shall be held without notice. Written notice of the time and
place of special meetings of the Board of Directors shall be given to each
director by either personal delivery, telegram or cablegram at least two (2)
days before the meeting or by notice mailed to the director at least five (5)
days before the meeting.
Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection
to the transaction of business because the meeting is not lawfully called or
convened.
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the
other directors.
Meetings of the Board of Directors may be called by the chairman of
the board, by the president of the corporation, or by any two (2) directors.
Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
Section 15. Action Without a Meeting. Any action required to be taken
at a meeting of the directors of a corporation, or any action which may be
taken at a meeting of the directors or a committee thereof, may be taken
without a meeting if a consent in writing, setting forth the action so to be
taken,
<PAGE>
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.
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
<PAGE>
or Assistant Secretary may be facsimiles if the certificate is manually signed
on behalf of a transfer agent or a registrar, other than the corporation itself
or an employee of the corporation. In case any officer who signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issuance.
Every certificate representing shares which are restricted as to the
sale, disposition or other transfer of such shares shall state that such shares
are restricted as to transfer and shall set forth or fairly summarize upon the
certificate, or shall state that the corporation will furnish to any
shareholder upon request and without charge a full statement of, such
restrictions.
Each certificate representing shares shall state upon the fact
thereof: the name of the corporation; that the corporation is organized under
the laws of this state; the name of the person or persons to whom issued; the
number and class of shares, and the designation of the series, if any, which
such certificate represents; and the par value of each share represented by
such certificate, or a statement that the shares are without par value.
Section 3. Transfer of Stock. The corporation shall register a stock
certificate presented to it for transfer if the certificate is properly
endorsed by the holder or record of by his duly authorized attorney, and the
signature of such person has been guaranteed by a commercial bank or trust
company or by a member of the New York or American Stock Exchange.
Section 4. Lost, Stolen, or Destroyed Certificates. The corporation
shall issue a new stock certificate in the place of any certificate previously
issued if the holder of record of the certificate (a) makes proof in affidavit
form that it has been lost, destroyed or wrongfully taken; (b) requests the
issue of a new certificate before the corporation has notice that the
certificate has been acquired by a purchaser for value in good faith and
without notice of any adverse claim; (c) gives bond in such form as the
corporation may direct, to indemnify the corporation, the transfer agent, and
registrar against 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
<PAGE>
or times, for any proper purpose its relevant books and records of accounts,
minutes and records of shareholders and to make extracts therefrom.
Section 3. Financial Information. Not later than four (4) months after
the close of each fiscal year, this corporation shall prepare a balance sheet
showing in reasonable detail the financial condition of the corporation as of
the close of its fiscal year, and a profit and loss statement showing the
results of the operations of the corporation during its fiscal year.
Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to such
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.
The balance sheets and profit and loss statements shall be filed in
the registered office of the corporation in this state, shall be kept for at
least five (5) years, and shall be subject to inspection during business hours
by any shareholder or holder of voting trust certificates, in person or by
agent.
ARTICLE VI - DIVIDENDS
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
<PAGE>
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.
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.
