As filed with the Securities and Exchange Commission on October 15, 1999
Registration No. 333-80475
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
AMENDMENT NO. 4
TO
FORM SB-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------
DOCTORSURF.COM, INC.
(Exact name of registrant as specified in its charter)
Florida 7375 59-3569844
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
6950 Bryan Dairy Road
Largo, Florida 33777
(727) 441-8663
(Address, including zip code, and telephone number
including area code, of registrant's principal executive offices)
------------------------------
Dr. Rakesh K. Sharma
6950 Bryan Dairy Road
Largo, Florida 33777
(727) 441-8663
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
Copies to:
Martin A. Traber
Marina A. Choundas
Steven W. Vazquez
Foley & Lardner
100 N. Tampa Street, Suite 2700
Tampa, Florida 33602
(813) 229-2300
Facsimile: (813) 221-4210
------------------------------
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this registration statement.
------------------------------
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. |X|
- --------------------------------------------------------------------------------
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 the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a) may determine.
- --------------------------------------------------------------------------------
<PAGE>
The information in this prospectus is not complete and may be changed. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. We may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
SUBJECT TO COMPLETION DATED ________________, 1999
25,000,000 shares
DOCTORSURF.COM, INC.
common stock
DoctorSurf is offering 25,000,000 shares of common stock. We will not
receive any proceeds from this offering. We are distributing the shares at no
cost to doctors who become members on DoctorSurf's web site in exchange for
their providing us with biographical and other personal information. Each doctor
who subscribes in this offering will receive 100 shares of common stock. This
offering is not being underwritten.
The common stock is not listed on any national securities exchange or
the Nasdaq Stock Market, and no public market currently exists for it.
This investment involves risks. See "Risk Factors" beginning on page 1.
Proceeds to
Price to public DoctorSurf
--------------- -----------
Per share................... $0.00 $0.00
Total....................... $0.00 $0.00
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that
this prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
Our executive offices are located at 6950 Bryan Dairy Road, Largo,
Florida 33777. Our telephone number is (727) 441-8663.
Prospectus dated _______________, 1999
<PAGE>
TABLE OF CONTENTS
Page
----
RISK FACTORS............................................................ 1
RECENT DEVELOPMENTS..................................................... 3
USE OF PROCEEDS......................................................... 4
DIVIDEND POLICY......................................................... 4
CAPITALIZATION.......................................................... 4
MANAGEMENT'S PLAN OF OPERATION.......................................... 6
BUSINESS................................................................ 10
MANAGEMENT.............................................................. 16
PRINCIPAL SHAREHOLDERS.................................................. 19
RELATIONSHIPS AND RELATED TRANSACTIONS.................................. 21
DESCRIPTION OF SECURITIES............................................... 22
PLAN OF DISTRIBUTION.................................................... 24
SHARES AVAILABLE FOR FUTURE SALE........................................ 25
EXPERTS................................................................. 25
LEGAL MATTERS........................................................... 26
HOW TO GET MORE INFORMATION............................................. 26
FINANCIAL STATEMENTS.................................................... F-1
<PAGE>
RISK FACTORS
An investment in the common stock involves certain risks. Before
investing in the shares, you should carefully consider the risks described below
and the other information included in this prospectus. If any of these risks
actually occur, our business and financial condition could be harmed and we
could possibly cease operations.
Because we have no operating history, we may not be able to successfully manage
our business or achieve profitability
We were formed in April 1999, and we have not yet generated any
revenue. We have devoted all of our efforts to organizing activities and
building our web site. Accordingly, we have no operating history on which you
can evaluate us and our prospects. We may not be able to successfully manage our
business to achieve or maintain profitability, and our prospects are subject to
the risks, expenses and uncertainties frequently encountered by companies in the
early stages of development in new and evolving markets for online services.
We will not receive any proceeds from this offering, and we may be unable to
raise additional capital in the future
We will not receive proceeds from this offering. Moreover, we currently
have no revenue and do not expect to have any revenue until our web site is
completed. We anticipate needing to raise additional funds through a private or
public offering of our securities to fully implement our marketing plans for our
web site and to hire additional personnel. We cannot be certain that additional
financing will be available on terms favorable to us, or at all. If adequate
funds are not available or are not available on acceptable terms, our ability to
fully implement our marketing plans, hire a sufficient number of personnel,
develop our brand, take advantage of unanticipated opportunities, and otherwise
respond to competitive pressures will be significantly limited.
Because our recent private placement may have violated the federal securities
laws, investors in that offering have the right to receive a refund of the
purchase price
We recently sold to a limited number of investors 750,000 shares of our
common stock at a price of $1 per share in a private placement that was not
registered under the federal securities laws. Because our private placement and
this offering may be treated as a single offering for federal securities law
purposes, the exemption from registration that we relied on for our private
placement may no longer be available. As a result, the private placement may
have violated federal securities laws. Because of that possibility, we have
offered to each investor in the private placement the right to resell their
shares to us and receive a refund of the price paid by them. The resale right
expires on August 25, 2000.
To date, no investor has accepted our offer to resell their shares to
us and receive a refund of their purchase price. However, if all investors in
the private placement investors accept our offer, we would be required to pay to
them $750,000. If this occurs, we cannot be certain that we will have sufficient
funds to repurchase the shares that we sold in the private placement. In
addition, we may be subject to liability and fines or penalties under the
federal securities laws because the federal securities laws do not expressly
provide that liability is avoided because an offer is made to repurchase shares
sold in violation of those laws.
We anticipate future losses and might not become profitable
We anticipate that we will incur losses for the foreseeable future. We
will incur expenses in completing our web site and establishing our brand name.
We intend to enter into arrangements with strategic partners that will provide
service or content for our web site. These arrangements will require us to pay
royalties, license fees and other forms of payment. We cannot be certain that we
can achieve sufficient revenues in relation to our expenses to become
profitable. If we do become profitable, we cannot be certain that we can
maintain or increase our profitability.
If we do not attract enough members, our advertising revenue will be
insufficient and we may have to cease operations
We expect to derive a portion of our revenues from advertising on our
web site. If we cannot attract a large member base, we will not be able to
generate sufficient advertising revenue. In addition, because the Internet
advertising market is new and rapidly evolving, we cannot predict its
effectiveness as compared to traditional media advertising. As a result, demand
and market acceptance for Internet advertising is uncertain. We cannot be
certain that the market for Internet advertising will continue to emerge or
become sustainable. If the market for Internet advertising fails to develop or
develops more slowly than we expect, then our ability to generate advertising
revenue may be materially adversely affected and we may have to cease
operations.
Our success depends on the services of Dr. Sharma and Mr. Taneja
Dr. Rakesh K. Sharma and Jugal K. Taneja originated the plan for
DoctorSurf, and we continue to be dependent on their efforts to complete the
development of the web site and to find advertisers and strategic partners.
Thus, the loss of the services of either Dr. Sharma or Mr. Taneja would delay
the establishment of our business. We do not have key man life insurance
covering the lives of Dr. Sharma or Mr. Taneja.
Because we have limited resources, we may not be able to adapt to increased
usage of the Internet or new technological developments
The market for Internet products and services is characterized by rapid
technological developments, evolving industry standards, and frequent new
products and enhancements. If faster Internet access becomes more widely
available through cable modems or other technologies, we may be required to make
significant changes to the design and content of our web site to compete
effectively. We cannot be certain that we will have the resources to make these
changes.
Also, as the number of web pages and users increase, we will need to
modify the Internet infrastructure and our web site to accommodate increased
traffic on the web site that we maintain. If we cannot modify our computer
systems, we may experience system disruptions and slower response times.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements based on our
current expectations about our company and our industry. The terms "believe",
"intend", "plan", "may", "will", "expect", "should", "could", "estimate",
"anticipate", "possible", and similar terms identify forward-looking statements.
These forward-looking statements involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of the factors described in the "Risk Factors" section
and elsewhere in this prospectus.
RECENT DEVELOPMENTS
In August 1999, DoctorSurf completed the sale of 750,000 shares of its
common stock at a price of $1 per share. The shares were sold to a limited
number of investors in a private placement that was not registered under the
federal securities laws. For federal securities law purposes, however, the
private placement and this offering may be considered a single offering. If
considered a single offering, the exemption from registration that we relied on
in making the private placement would not be available and the private placement
would not be exempt from registration under the federal securities laws. As a
result, the private placement may have violated federal securities laws. Because
of that possibility, DoctorSurf has offered to each investor in the private
placement the right to resell their shares to DoctorSurf and receive a refund of
the price paid by them of $1 per share.
The private placement investors' right to sell their shares to
DoctorSurf began on August 25, 1999 and will expire on August 25, 2000. To date,
no investor has accepted DoctorSurf's offer to resell their shares and receive a
refund of the purchase price. If all purchasers in the private placement
investors accept our offer, DoctorSurf would be required to pay an aggregate of
$750,000. If this occurs, DoctorSurf cannot be certain that it will have
sufficient funds to repurchase the shares that were sold in the private
placement.
In addition, DoctorSurf may be subject to liability, fines or penalties
under the federal securities laws, which do not expressly provide that liability
is avoided because an offer is made to repurchase shares sold in violation of
those laws. Thus, even if DoctorSurf's offer is rejected by the investors in the
private placement, DoctorSurf may continue to have a contingent liability of
$750,000 until August 25, 2000.
The $750,000 that DoctorSurf raised in the private placement will not
be included as shareholders' equity on its balance sheet until August 25, 2000
or, if earlier, when the purchasers in the private placement reject the offer to
resell their shares to DoctorSurf. In addition, to the extent that purchasers in
the private placement accept DoctorSurf's offer to repurchase the shares,
DoctorSurf's capitalization will be reduced.
USE OF PROCEEDS
We will not receive any proceeds from this offering. We are issuing 100
shares at no cost to each doctor who becomes a member on DoctorSurf's web site
in exchange for providing DoctorSurf with biographical and other personal
information.
DIVIDEND POLICY
We have never declared or paid dividends on our common stock and we do
not anticipate paying any cash dividends in the foreseeable future. We intend to
reinvest earnings, if any, in the development or expansion of our business. Our
board of directors will determine, in its sole discretion, whether to declare
any dividends on our common stock in the future after taking into account
various factors, including DoctorSurf's financial condition, operating results,
current and anticipated cash needs and plans for expansion.
<PAGE>
CAPITALIZATION
The following table sets forth, at June 30, 1999:
* the actual capitalization of DoctorSurf;
* the pro forma capitalization of DoctorSurf reflecting (a) comple-
tion of the private placement of 750,000 shares of common stock
which have a one-year put right at $1 per share and (b)
DoctorSurf's receipt of the subscription receivable; and
* DoctorSurf's capitalization as adjusted to give effect to the sale
by DoctorSurf of the 25,000,000 shares, at the offering price of
$0.00 per share. This table should be read in conjunction with the
consolidated financial statements of DoctorSurf and related notes
included elsewhere in this prospectus.
<TABLE>
<CAPTION>
June 30, 1999
---------------------------------------------------
Actual Pro Forma As Adjusted
------ --------- -----------
<S> <C> <C> <C>
Current portion of long term debt....................................... $ 0 $ 0 $ 0
Long term debt and other obligations, net of current portion 0 0 0
Redeemable common stock;
320,000 shares issued and outstanding as of June 30, 1999,
and 750,000 shares issued and outstanding as of completion
of offering 320,000 750,000 750,000
Subscription receivable................................................. (50,000) (50,000) (50,000)
Stockholders' equity
Common stock, $ 0.01 value, 95,000,000 shares authorized;
25,000,000 shares issued and outstanding actual and pro forma;
50,000,000 shares issued and outstanding as adjusted.............. 250,000 250,000 500,000
Deficit accumulated during development stage............................ (50,294) (50,294) (300,294)
-------- --------- ----------
Total stockholders' equity.............................................. 199,706 199,706 199,706
Total capitalization.................................................... 469,706 899,706 899,706
======== ========= ==========
</TABLE>
DoctorSurf estimates the fair market value of the shares of common
stock offered in this offering to be $1 per share, and the shares will be
charged to operations as promotions cost at the time of their issuance.
<PAGE>
MANAGEMENT'S PLAN OF OPERATION
Overview
DoctorSurf is a development stage company that plans to develop a web
site for doctors that is dedicated to doctor education, communication and
information exchange. We were incorporated in April 1999 and have not begun to
offer services. Since our incorporation, we primarily have focused on organizing
activities and the development of our web site. Accordingly, we have not
generated any revenue. DoctorSurf plans to derive revenue primarily from the
following sources:
* advertising revenue from businesses that are interested in using
the DoctorSurf web site to advertise their services and products;
* fees paid by companies to post advertisements on our web site for
members to participate in online surveys;
* fees paid by pharmaceutical research and drug manufacturing
companies to post advertisements on our web site for members to
participate in online clinical drug trials;
* fees paid by doctors participating in online surveys, clinical drug
trials, and continuing medical education courses through our web
site; and
* fees paid by attorneys to use our web site to obtain expert
witnesses.
DoctorSurf plans to build a subscriber base by offering the following
services to each doctor who logs onto the DoctorSurf.com web site and registers
as a member by providing personal information:
+ Free e-mail - an e-mail account in the form of [email protected] upon
initial registration at the web site
+ Discussion Forums - the ability to create and participate in web forums that
address a variety of medical issues, including new procedures and insurance
+ Interactive chats - the choice of participating in real-time or delayed
discussions on topics of their choice
+ Practice Management - an online means to organize and manage patient
records, research diseases and consult with legal advisers
+ Integrated Bulletin boards - the opportunity to post comments on ongoing
discussions or on topics of interest, give feedback or propose a subject to
discuss
+ Live Video Conferencing - participation in live video conferences with their
favorite speakers
+ Calendar & Personal Schedule - personal calendar and schedule to keep track
of important dates and events
+ Live Medical Procedures - the unique and exciting opportunity to watch live
medical procedures through state of the art Internet technology
+ Educational Credits - the ability to earn continuing medical education
credits, or CME, through online courses
+ Medical Library - access to comprehensive physician reference databases,
journals and directories
+ Medical News Hyperlinks - web links to relevant medical news sites
+ Pearl of the Day - the DoctorSurf.com web site will provide fun and
informational daily pearls of wisdom on a variety of topics
Some of the services offered by DoctorSurf will have general
application to doctors, and some will be targeted to medical specialties.
Members of the web site do not have to accept DoctorSurf's offer of free shares
in order to benefit from the web site's features. DoctorSurf plans to promote
the web site to doctors through traditional marketing approaches, including
attending medical conventions and placing advertisements in publications aimed
at doctors. Therefore, even if there is minimal interest in this offering of
free shares through the web site, DoctorSurf expects to be able to attract
doctors to visit the web site and become members through alternative methods.
The key factor in attracting advertising revenue is the size of
DoctorSurf's subscriber base. DoctorSurf will not enter into any agreements or
negotiations with advertisers until members have subscribed to its web site.
When DoctorSurf begins to attract members, DoctorSurf plans to attract
advertisers to its web site by demonstrating to those businesses that
DoctorSurf's web site receives a high amount of traffic from doctors. However,
the advertising revenue generated by DoctorSurf will be directly related to the
number of members to DoctorSurf's web site. If DoctorSurf cannot attract a
sufficient number of members, DoctorSurf's advertising revenue will be
insufficient, which could cause DoctorSurf to cease operations.
DoctorSurf plans to promote its member base to pharmaceutical research
and drug manufacturing companies to attract companies to enroll doctors in
online surveys and clinical drug trials. Participating companies would pay a fee
to DoctorSurf to be able to post advertisements for the surveys and drug trials
on DoctorSurf's web site. Moreover, the companies would pay participating
members for volunteering for the surveys and drug trials. DoctorSurf would
receive a portion of that payment from members on DoctorSurf's web site in
exchange for their participation in the surveys and drug trials.
DoctorSurf will not enter into any agreements or negotiations with
companies to enroll doctors in online surveys and clinical drug trials until its
member base is of sufficient size. DoctorSurf believes that a member base of
10,000 doctors will be necessary to generate revenue from online surveys and
clinical drug trials. Once the member base is established, marketing expenses
will be the sole cost incurred by DoctorSurf to generate revenues from these
sources. As DoctorSurf does not administer the surveys or the drug trials,
DoctorSurf is not subject to federal or state governmental regulation with
respect to these services. DoctorSurf may not be able to generate sufficient
revenue unless its members agree to participate in online surveys and clinical
drug trials.
DoctorSurf plans to partner with universities, hospitals, professors
and doctors that are interested in providing online courses for continuing
medical education, or CME, and serve as the liaison between doctors that would
like to earn CME credits and those participating as CME providers. As DoctorSurf
would serve only as the medium by which doctors may obtain CME credits and would
not actually be the CME course provider, DoctorSurf would not have to be
licensed to provide CME courses through the web site.
DoctorSurf has entered into a technology agreement with Weblink
Communications, Inc. for consulting and technology services related to its web
site for a lump-sum fee of $14,450 plus a monthly maintenance fee of $359 for
co-hosting and maintaining the web site. Under the agreement, Weblink
Communications, Inc. has created a "coming soon" page and an e-mail solution for
the web site. DoctorSurf's chief technology officer and the other technology
personnel we plan to hire will work to develop and launch a customized,
interactive web site.
DoctorSurf's ongoing costs and expenses include the monthly fee charged
by Weblink Communications to host and update our web site and salaries to our
technology and administrative personnel. Future costs and expenses will include
sales and marketing expenses incurred to acquire additional subscribers on the
web site.
Liquidity and capital resources
DoctorSurf believes that it has sufficient capital to complete the
creation of its web site and fund operations for at least the next 12 months.
DoctorSurf does not believe, however, that it will have sufficient capital to
fully develop and implement its marketing plan for the web site. As a result,
DoctorSurf believes that without the additional funds it would take a longer
period of time to establish an awareness of the DoctorSurf.com brand and attract
a large member base of doctors. Therefore, DoctorSurf anticipates needing to
raise $10 to $20 million from a small number of institutional investors through
a future private placement of equity or convertible debt securities within the
next twelve months. If all of the 25 million shares are not issued within 12
months, DoctorSurf will not terminate this offering before raising additional
funds.
If we raise additional funds by issuing equity securities or debt
securities that are convertible into equity securities, the percentage ownership
of our shareholders will be reduced and those securities may have rights and
preferences that are senior to the common stock.
The expected aggregate salary to employees is $50,000 per month.
Year 2000
Many existing computer programs use only two digits to identify a year.
These programs were developed without addressing the impact of the upcoming
change in the century. If not corrected, many computer software applications
could fail or create erroneous results by, at or beyond the year 2000. We use
software, computer technology and other services internally developed and
provided by third-party vendors that may fail because of the year 2000
phenomenon. We are also dependent on telecommunications vendors to maintain our
communications network.
Since our inception, we have internally developed substantially all of
the systems for the operation of our web site. Based upon our assessment to
date, we believe that our internally developed proprietary software is year 2000
compliant, but we cannot assure you that unanticipated year 2000 problems will
not occur.
We also believe that our third-party supplied software and computer
technology is year 2000 compliant. All of our software and computer technology
supplied by third-party vendors was purchased recently. In connection with these
purchases, our vendors represented that each of the technology products was year
2000 compliant. Nonetheless, the failure of any software or systems upon which
we rely to be year 2000 compliant could have a material negative impact on the
operation of our web site.
To date, we have not incurred any costs in connection with the year
2000. Based upon our assessment of our software and computer technology, we do
not believe that we need to develop a year 2000 contingency plan. Moreover, the
portion of our web site that will depend on services provided by third parties
will not be operational until after January 1, 2000. That portion includes
access to live medical procedures, continuing medical education courses and
medical library and news material. Thus, we do not believe that we need a
contingency plan with respect to these services. However, the failure of any of
our third-party service providers to be year 2000 compliant could delay the
offering of certain services to our members.
The year 2000 readiness of the general system necessary to support our
operations is difficult to assess. For instance, we depend on the integrity and
stability of the Internet to provide our services. We also depend on the year
2000 compliance of the computer systems used by our members. Thus, the system
necessary to support our operations consists of a network of computers and
telecommunications systems located throughout the world and operated by numerous
unrelated entities and individuals, none of which has the ability to control or
manage the potential year 2000 issues that may impact the entire system. It is
not possible to predict potential negative impact of year 2000 issues of these
systems.
Our worst-case year 2000 scenario would involve a major disruption in
access to the Internet, a failure of our systems and a failure in the systems of
our third-party service providers. This would result in the interruption of the
use of our web site by our members and potential new members and would delay the
implementation of our strategy.
BUSINESS
General
DoctorSurf was incorporated in April 1999 to provide a premier Internet
web site for doctors that is dedicated to doctor education, communication and
information exchange using state of the art technology, security, doctor
authentication and a combination of Internet protocols. DoctorSurf plans to
complete all phases of its DoctorSurf.com web site by the first quarter of 2000.
Industry background
The Internet is a rapidly growing, exciting new means of communicating,
accessing information and engaging in commerce. Several factors have led to the
growth of the Internet, including the expanding use of personal computers in
many homes and businesses, easy and affordable accessibility to information,
technology developments permitting faster and user-friendly Internet
connections, and increased awareness of the Internet among consumer and business
users.
Medical information is one of the fastest growing areas of interest on
the Internet. Cyber Dialogue, an independent research company, predicted in late
1998 that 30 million people are expected to use the Internet for health and
medical content in the next two years, according to a November 5, 1998 article
in New Media Age magazine. Doctors who would like to obtain up-to-date
information relevant to their practices and communicate with their colleagues
can make use of the Internet to satisfy their information and communication
needs. DoctorSurf will offer a web site that meets those needs by providing
doctors fast and simple access to a variety of communications and information
functions.
Also, we believe that healthcare and pharmaceutical companies will have
an increasing interest in using online advertising to reach target groups that
reflect appealing and compatible demographics. According to a December 10, 1998
article in New Media Age magazine, Jupiter Communications, an independent
research company, predicts that expenditures for online health and medical
advertising will exceed $265 million by 2002. Overall, Jupiter Communications
predicts that by 2002, North American companies will spend $7.7 billion
advertising online, according to a March 15, 1999 article in Fortune magazine.
Our services
The anticipated schedule for completing our web site and beginning to
offer services is as follows:
* DoctorSurf is currently purchasing computers, configuring its
internal network, and installing its high-speed Internet tele-
communications line and server.
* By November 1, 1999, DoctorSurf anticipates that its Internet
telecommunications line and server will be installed and that its
"coming soon" page and online application will be available on its
web site. To have the online application ready, DoctorSurf will
need to design its graphics, font and layout and program the code
for the application.
* DoctorSurf will also need to design and program web site pages that
will contain a brief description of the web site and a skeleton of
all channels to the web site available. DoctorSurf anticipates that
those pages will be ready by November 1, 1999.
* Also by November 1, 1999, DoctorSurf plans to have identified
companies, universities, hospitals or libraries that could provide
resource material and content for the web site, such as access to
databases, medical procedures, and continuing medical education
courses.
* DoctorSurf plans to enter into negotiations and agreements with
those service and content partners that have been identified. To
incorporate the content into the web site, DoctorSurf will need to
identify and purchase existing software that is able to deliver the
content on the web site or that DoctorSurf can configure to deliver
the content on the web site.
* DoctorSurf will then need to test the software programs to ensure
that they implement the intended design for the web site before
they are actually deployed.
* By the end of the first quarter of 2000, DoctorSurf plans to have
its web site completed with its initial service offerings.
DoctorSurf anticipates that these service offerings will include
free e-mail, discussion forums, interactive chats, continuing
medical education courses, calendar and personal schedule features,
medical library access, and medical news hyperlinks. New features
will be added as they are developed.
DoctorSurf estimates that the costs to develop the web site up to this phase
will be $650,000.
The primary focus of DoctorSurf's business is to provide an education
and communication forum for physicians that have an interest in sharing ideas
and information, discussing clinical cases and the latest techniques with their
colleagues, and participating in continuing medical education courses to obtain
required educational credits easily and conveniently. Through various national
marketing efforts, including promoting the site at medical conventions and expos
and advertising in periodicals aimed at the doctor community, we will encourage
doctors to visit the DoctorSurf.com web site and to experience and enjoy all of
the benefits the web site has to offer.
To ensure a private community of doctors, DoctorSurf will require each
member to provide his or her name, credentials, medical license and/or Drug
Enforcement Agency, or DEA number. To become a member on the DoctorSurf web site
and receive shares in this offering, interested doctors must also provide their
telephone number and indicate their income level. The information provided by
the doctors will be secured on the web site through transfer encryption
technology and a firewall server. DoctorSurf may sell or rent the names on its
subscriber list with the prior consent of each member, although it does not
expect that the revenue from that activity will be substantial.
Upon registration at the web site, the doctor's medical license and/or
DEA number will be matched electronically against the American Medical
Association's web site or similar sites to qualify the doctor for membership.
Once inside the web site, doctors who are members may participate in a wide
range of available features, from viewing clinical techniques to updating their
personal and professional calendars. The doctors who are members may participate
fully in the web site even if they do not wish to receive free shares.
The web site will permit doctors to quickly access comprehensive
physician reference databases, journals and directories to help them in their
practices. Doctors who are members will also be able to share experiences and
exchange information in a private environment with other members through e-mail,
real-time discussions or message boards.
Our web site will also provide a visitor's section through which
interested persons can take advantage of some of the web site's features,
including access to a health library and medical news hyperlinks, without
divulging the personal information needed to become a member. Those services are
expected to be offered on the web site by the end of the first quarter 2000, and
we anticipate that the costs incurred for those services will be the
corresponding amount of the salaries of our technology and marketing personnel
that will develop these features on the web site and negotiate agreements with
libraries and news providers, respectively.
Our strategy
Our strategy is to develop a large base of internet subscribers who are
doctors through an attractive, user-friendly web site. The following are key
elements of our strategy:
* Create and implement a state-of-the art web site through our
contract with Weblink Communications and through use of our
technology personnel
* Sign up doctors to be members on the web site, through our
marketing efforts and through this offering for free shares
* Enter into advertising arrangements with different businesses and
companies that are interested in advertising on our web site, based
on the number of DoctorSurf subscribers with high income levels
through the efforts of the marketing personnel we plan to hire
* Continually upgrade our web site to add new medical information and
services to visitors and members
There is no established business model for the sale of our service
offerings over the Internet, and we may have to change our service offerings in
the future. A possibility exists that a market for our services will never
develop. If a market fails to develop or develops more slowly than expected, we
might incur more losses than expected and we might not become profitable.
To be successful, we must:
* attract a large membership base of doctors;
* increase awareness of our brand;
* develop and provide desirable services;
* continue to develop and upgrade our technology;
* establish strategic relationships with service and content
providers;
* build an operations structure to support our business; and
* attract and retain qualified personnel.
We cannot guarantee that we will achieve these goals. We also cannot
guarantee that doctors will accept our services as a replacement for traditional
sources of the services that we plan to offer. Market acceptance of our services
will depend on the continued growth in the use of the Internet in general and as
a source of administrative and communication services in particular. The failure
of our services to achieve market acceptance would prevent us from attracting a
large member base and would adversely affect our revenue. DoctorSurf does not
intend to engage in related party transactions to generate revenue.
Key market
DoctorSurf's services are targeted to doctors who have an interest in
communicating with their colleagues and obtaining up-to-date information
relevant to their practices.
Brand name
DoctorSurf believes that establishing and maintaining the
DoctorSurf.com brand and its reputation will be an important aspect of its
effort to attract and expand its member base and attract advertisers to its web
site. To establish its brand name, DoctorSurf must successfully market its web
site and doctors must perceive that DoctorSurf offers quality services. This
might require that DoctorSurf spend more on marketing than it anticipates. If
DoctorSurf fails to adequately establish its brand name, it will not be able
attract a large member base. DoctorSurf believes that attracting 10,000 members
will be necessary to generate revenues from online surveys and clinical drug
trials. In addition, the amount of DoctorSurf's advertising revenue will depend
in part on the size of our member base.
DoctorSurf has obtained the domain name "DoctorSurf.com." DoctorSurf
cannot be certain that it will be able to register the "DoctorSurf.com" mark
with the United States Patent and Trademark Office. If DoctorSurf is required to
stop using the "DoctorSurf.com" mark after its web site is operating, current
and potential members could be confused and DoctorSurf's business could be
disrupted.
Third-party providers
DoctorSurf will depend on third-parties to provide almost all of the
services that it plans to offer to its members. These services include e-mail,
discussion forums, interactive chats, practice management services, integrated
bulletin boards, video conferencing, calendar and schedule, live medical
procedures, and continuing medical education courses. Interruption of these and
other services or the failure of these and other services to function properly
could result in a reduction of our member base.
DoctorSurf also plans to enter into strategic partnerships with content
providers to provide content for our web site. If DoctorSurf is not able to
establish these strategic partnerships or if it is not able to deliver high
quality content, DoctorSurf may not be able to attract and establish a large
member base for its web site.
Competition
Due to the rapid expansion of the Internet, the market for Internet
services and products is intensely competitive and rapidly changing. There are
no substantial barriers to entry in the Internet market, and DoctorSurf expects
that competition will continue to intensify. DoctorSurf will compete, directly
and indirectly, for subscribers, and advertisers with other online services or
web sites targeted to the healthcare industry generally, including mdadvice.com,
WebMD.com, Healtheon, Americasdoctor.com, Accesshealth.com and DrKoop.com.
DoctorSurf believes that the central factors for attracting and
retaining doctor subscribers are the depth, breadth and timeliness of services
and content, the ability of DoctorSurf.com to offer interesting and compelling
services and content, ease of use and name recognition. DoctorSurf believes that
the principal factors that will attract advertisers to DoctorSurf.com are the
number of members for the web site, the aggregate traffic on the web site, the
demographics of the doctor subscribers and creativity in advertising placement
on the site. To be competitive, DoctorSurf will need to respond to technological
advances and emerging industry standards and practices on a timely and
cost-effective basis.
Many of DoctorSurf's current and potential competitors have greater
resources to devote to the development and promotion of their web sites in terms
of a longer operating history, greater financial, technical and marketing
resources, wider name recognition, and larger subscriber bases that in turn
generate a greater ability to attract subscribers and advertisers. There can be
no assurance that DoctorSurf will be able to compete successfully against
current and future competitors, or that competitive pressures faced by
DoctorSurf will not have a material adverse effect on its business, financial
condition and operating results.
Employees
Currently, six employees work part-time for DoctorSurf. Dr. Sharma,
while serving as president of DoctorSurf, is devoting only part of his time to
that effort. He spends approximately 20 to 25 hours a week in day-to-day
management of DoctorSurf. Mr. Taneja also spends approximately the same amount
of time as Dr. Sharma in his capacity as vice-president and secretary. Drs.
Kapil, Amin, Choudhry and Puri spend approximately 8 to 10 hours a week in
management activities in their capacities as vice-presidents of DoctorSurf.
DoctorSurf has outsourced its technology projects through a contractual
arrangement with Weblink Communications, Inc., which has created a "coming-soon"
page and established e-mail service on a server. DoctorSurf has employed a chief
technology officer, however, and is in the process of employing seven other
full-time employees, comprising three computer programmers, two web site
designers, one data processor, and one secretary. DoctorSurf expects its
internal technology department to complete the development of the web site
started by Weblink Communications.
Government regulation
DoctorSurf is currently not subject to direct government regulation
other than regulations that apply to businesses generally. Few laws currently
exist that specifically regulate communications or commerce over the Internet. A
number of proposals by federal and foreign governments may lead to laws or
regulations concerning various aspects of the Internet, including the collection
of personal information online. If the United States or foreign governments
adopt legislation protecting user privacy, that legislation could affect
DoctorSurf's ability to collect or use personal information.
The applicability to the Internet of existing laws is uncertain. If new
laws are adopted or existing laws are applied in an unforeseen manner, it may
decrease the use of the Internet, which would decrease the demand for our
services and increase our cost of doing business.
Potential liability
DoctorSurf may be subject to third party claims for defamation,
negligence, copyright or trademark infringement or other theories based on the
nature and content of information supplied on its web site, either directly or
through third parties, including materials retrieved from a web site to which
DoctorSurf has established a link from its web site. These claims could result
in damages being assessed against DoctorSurf. In addition, DoctorSurf could
incur significant costs in investigating and defending against those types of
claims.
Security risks
DoctorSurf will rely on the Internet and will depend on the continuous,
reliable and secure operation of Internet servers and related hardware and
software. DoctorSurf's systems will be susceptible to outages and interruptions
due to fire, floods, power loss, telecommunications failures, break-ins, and
similar events. Also, the systems of DoctorSurf's third-party service and
content providers will be subject to similar risks. To the extent that
DoctorSurf's service is interrupted or its members are inconvenienced,
DoctorSurf could suffer from a loss in advertising or a decreased member base.
DoctorSurf does not expect to have full redundancy for all of our computer
systems and does not expect to maintain a back-up data facility.
DoctorSurf will retain confidential information in its database
concerning its members. Therefore, maintaining the security of our confidential
information is critical. Despite the implementation of security measures,
DoctorSurf's systems may be vulnerable to electronic break-ins, computer
viruses, programming errors or similar disruptive problems. A material security
breach could damage DoctorSurf's reputation or expose it to liability.
Legal proceedings
DoctorSurf is not a party to any material legal proceedings.
<PAGE>
MANAGEMENT
Directors, executive officers and key employees
The directors, executive officers and key employees of DoctorSurf and
their ages and positions held with DoctorSurf are as follows:
<TABLE>
<CAPTION>
Name Age Positions
- ---- --- ---------
<S> <C> <C>
Rakesh K. Sharma, M.D..................... 42 president and director
Jugal K. Taneja........................... 55 vice-president, secretary and director
Sanjiv Kapil, M.D......................... 31 vice-president
Mahesh Amin, M.D.......................... 43 vice-president
Umesh Choudhry, M.D....................... 38 vice-president
R.S. Puri, M.D............................ 63 vice-president
Venkata Rao Emandi, M.D................... 58 vice-president
Martin A. Traber.......................... 53 director
John P. Seeman............................ 39 chief technology officer
</TABLE>
Each of DoctorSurf's directors is elected for a one-year term at the
annual meeting of shareholders and serves his or her successor is elected and
qualified, or until his or her earlier death, resignation, or removal.
DoctorSurf is not currently paying, and has no current plan to pay, any
compensation to directors for their service on the board.
Dr. Rakesh K. Sharma is DoctorSurf's president and has served on the
board of directors since DoctorSurf's inception. For the last five years he has
been a cardiologist and has been a member of the medical staff of several
hospitals in the Tampa Bay, Florida area. Dr. Sharma has been on the board of
directors of Dynamic Health Products, Inc., a public Florida corporation that
manufactures and packages health products and nutritional supplements, since
March 1999.
Jugal K. Taneja is a vice-president and secretary of DoctorSurf and has
served on the board of directors since DoctorSurf's inception. From November
1991 until December 1998, Mr. Taneja served as the chairman of the board and as
chief executive officer of NuMED Home Health Care, Inc., a provider of home
health care services and contract staffing of health care employees. He is
currently a director of NuMED. From June 1993 until March 1998, he was also the
chief executive officer of National Diagnostics, Inc., a provider of medical
diagnostic services. NuMED and National Diagnostics, Inc., are publicly traded
companies. Mr. Taneja has also been the chairman of the board of
Nutriceuticals.com, Inc., a public company engaged in e-commerce, since March
1997. In addition, Mr. Taneja is currently serving as the chairman of the board
of Dynamic Health Products, Inc., a public Florida corporation that manufactures
and packages health products and nutritional supplements. He has held that
position since Dynamic's inception in January 1998.
Dr. Sanjiv Kapil is a vice-president of DoctorSurf. Dr. Kapil is a
rheumatologist and for the last five years has been practicing in a multi-
specialty group at a clinic in the Tampa Bay, Florida area.
Dr. Mahesh Amin is a vice-president of DoctorSurf. Dr. Amin is a
cardiologist who has been in private practice in Clearwater, Florida for the
last five years.
Dr. Umesh Choudhry is a vice-president of DoctorSurf. During the last
five years, Dr. Choudhry was on the teaching staff at the University of
Florida's medical school until April 1999 and is now practicing as a
gastroenterologist in Clearwater, Florida. Dr. Choudhry has served as the
president of Advanced Digestive Care, P.A., a Florida corporation formed for Dr.
Choudhry's medical practice, since June 1999.
Dr. R.S. Puri is a vice-president of DoctorSurf. For the last five
years, Dr. Puri has been a general practitioner with offices in Lakeland and
Winter Haven, Florida.
Dr. Venkata Rao Emandi is a vice-president of DoctorSurf. During the
past five years, Dr. Emandi has been an oncologist in private practice in the
Tampa Bay, Florida area.
Martin A. Traber has served on the board of directors since
DoctorSurf's inception. He has been a partner in the law firm of Foley & Lardner
since August 1994. Prior to joining Foley & Lardner, Mr. Traber was a partner in
the law firm of Arter & Hadden were he served for 10 years on the firm's
management committee and was national chairman of the business and corporate
departments and of the marketing and business development committee. Mr. Traber
has over 27 years of experience in corporate finance and securities law.
John P. Seeman has been DoctorSurf's full-time chief technology officer
since August 1, 1999. Mr. Seeman was president of All World Network, Inc., and
Internet e-commerce development company, for the last five years. Mr. Seeman
has been a faculty member at the University of South Florida's Information
Science and Decision Systems department lecturing on object-oriented design,
database design and programming languages since 1988.
DoctorSurf has not yet obtained directors' and officers' insurance, but
is in the process of taking quotes for it and plans to obtain insurance if it is
available on a cost-effective basis.
Executive compensation
No compensation is currently paid to officers of DoctorSurf and
DoctorSurf does not plan to do so. DoctorSurf's chief technology officer, John
Seeman, will be paid an annual salary of $85,000.
Employment agreements
DoctorSurf has not entered into any employment agreements with its
employees.
Key-man life insurance arrangements
DoctorSurf has not obtained any key-man life insurance.
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth information regarding beneficial
ownership of DoctorSurf's common stock:
* each person who is known to own beneficially more than 5% of the
outstanding shares of DoctorSurf's common stock,
* each of DoctorSurf's directors,
* each of DoctorSurf's officers, and
* all directors and executive officers of DoctorSurf as a group:
<TABLE>
<CAPTION>
Name and Address Number of shares Percentage
- ---------------- ---------------- ----------
<S> <C> <C>
Rakesh K. Sharma
1819 Alicia Way
Clearwater, FL 33764..................................... 5,000,000 19.42%
21st Century Health Care Fund
7270 Sawgrass Point Drive
Pinellas Park, FL 33782.................................. 2,500,000 9.71
Carnegie Capital Ltd.
7270 Sawgrass Point Drive
Pinellas Park, FL 33782.................................. 2,500,000 9.71
John Armbruster
665 Bay Esplanade #4
Clearwater, FL 33767..................................... 2,500,000 9.71
Brod Living Trust
1 Cedar Glen Drive
Blairstown, NJ 07825..................................... 2,500,000 9.71
Stephen M. Watters
6950 Bryan Dairy Road
Largo, FL 33777.......................................... 2,500,000 9.71
R.S. Puri
1209 Lakepoint Terrace
Lakeland, FL 33813....................................... 1,000,000 3.88
Mahesh Amin
1802 Nottingham Care
Clearwater, FL 33764..................................... 1,000,000 3.88
Sanjiv Kapil
207 S. Coolidge Avenue
Tampa, FL 33609.......................................... 1,000,000 3.88
Jugal K. Taneja
7270 Sawgrass Point Drive
Pinellas Park, FL 33782.................................. 5,900,000* 22.91*
Umesh Choudhry
7920 Oliver Road
Largo, FL 33777.......................................... 500,000 1.94
Venkata Rao Emandi
5723 West Shore Drive
New Port Richey, FL 34652................................. 75,000 .29
Martin A. Traber
Foley & Lardner
100 N. Tampa Street
Suite 2700
Tampa, FL 33602.......................................... 0 0
All current directors and officers as a group -
eight persons 14,475,000 56.21
</TABLE>
- ------------------------
*Includes 900,000 shares owned directly and 5,000,000 shares owned by 21st
Century Health Care Fund and Carnegie Capital Ltd. Mr. Taneja is the beneficial
owner of all of the interests of those two entities.
<PAGE>
RELATIONSHIPS AND RELATED TRANSACTIONS
General
We do not have a policy with regard to entering into transactions with
affiliates.
Facilities
Currently, DoctorSurf's operations are located at facilities located at
6950 Bryan Dairy Rd., Largo, FL 33777, owned by Dynamic Health Products, Inc.
Jugal K. Taneja, who is a director and a vice-president of DoctorSurf, is the
beneficial owner of all of outstanding shares of common stock of that company.
Also, Dr. Sharma, who is a director and president of DoctorSurf, is on the board
of directors of that company. DoctorSurf shares its facilities with
Nutriceuticals.com., of which Mr. Taneja is chairman of the board of directors
and Stephen Watters is president. No rent will be charged for DoctorSurf's use
of those facilities during our initial development phase. DoctorSurf plans to
move to different facilities after initial financing is obtained.
Sales to officers and directors
DoctorSurf has issued shares of its common stock to the following
officers and directors who were original investors in DoctorSurf at a price of
$.01 per share:
<TABLE>
<CAPTION>
Name Position Number of shares
- ---- -------- ----------------
<S> <C> <C>
Rakesh K. Sharma, M.D................... president and director 5,000,000
Jugal K. Taneja*........................ vice-president, secretary and director 900,000
Sanjiv Kapil, M.D....................... vice-president 1,000,000
Mahesh Amin, M.D. ...................... vice-president 1,000,000
Umesh Choudhry, M.D..................... vice-president 500,000
R.S. Puri, M.D.......................... vice-president 1,000,000
</TABLE>
- ----------------------
* Mr. Taneja is also the beneficial owner of an additional 5,000,000 shares
that were sold to 21st Century Health Care Fund and Carnegie Capital Ltd. at
a price of $.01 per share.
DoctorSurf has also issued 75,000 shares of common stock to Venkata Rao
Emandi, a vice-president of DoctorSurf, at a price of $1 per share.
Legal counsel
Our legal counsel is Foley & Lardner. Martin A. Traber is a partner at
Foley & Lardner as well as a director on DoctorSurf's board of directors.
Transactions with promoters
Dr. Rakesh K. Sharma, Jugal K. Taneja, John Armbruster, Stephen
Watters, Albert T. Brod, and Lois N. Brod are promoters. Mr. Armbruster and Mr.
Watters each purchased 2,500,000 shares of common stock from DoctorSurf at a
price of $.01 per share. Albert T. Brod and Lois N. Brod are the principals of
the Brod Living Trust, which purchased 2,500,000 shares of common stock from
DoctorSurf at a price of $.01 per share.
Technology Agreement with Weblink Communications, Inc.
John Armbruster, a beneficial owner of 9.71% of the outstanding shares
of DoctorSurf's common stock, is the principal of Weblink Communications, Inc.
Stephen Watters, a beneficial owner of 9.71% of the outstanding shares of
DoctorSurf's common stock, is listed as the initial "control person" in the
technology agreement entered into between DoctorSurf and Weblink Communications,
Inc. His responsibilities in that regard extend only to serving as a contact
person for DoctorSurf in communications with Weblink.
DESCRIPTION OF SECURITIES
Description of capital stock
Our authorized capital stock consists of 95,000,000 shares of common
stock, par value $.01 per share, and 5,000,000 shares of preferred stock, par
value $.01 per share. The following is a description of our capital stock.
Common stock
In May 1999 DoctorSurf issued 25,000,000 shares of common stock to
seventeen investors in a private placement exempt from registration under Rule
506 of Regulation D of the Securities Act of 1933. Also, in June through August
1999, DoctorSurf issued 750,000 shares in a private placement exempt from
registration under Rule 506 of Regulation D of the Securities Act of 1933. A
possibility exists that an exemption from registration was not available for the
shares of common stock that we sold in our private placement. Accordingly, we
have offered to each purchaser in the private placement the right to resell
their shares and receive a refund of the price paid by them of $1 per share. See
"Recent Developments".
The holders of common stock are entitled to one vote for each share
held of record on each matter submitted to a vote at a meeting of shareholders,
and except as provided by resolutions of DoctorSurf's board of directors
providing for the issuance of any class or series of preferred stock, the
exclusive voting power for all purposes is vested in the holders of common
stock.
Subject to the preferential rights of holders of preferred stock as
provided by resolutions of DoctorSurf's board of directors authorizing the
issuance of any class of preferred stock, holders of common stock are entitled
to receive their pro rata share, based upon the number of shares held by them,
of any dividends or other distributions as may be declared by the board of
directors. In the event of a liquidation, dissolution, or winding up of
DoctorSurf, holders of common stock are entitled to share ratably in all assets
remaining after the payment or provision of DoctorSurf's debts and other
liabilities and the liquidation preference of any outstanding preferred stock.
Holders of common stock have no preemptive rights and have no rights to convert
their common stock into any other securities. The outstanding shares of common
stock are, and the shares of common stock involved in this offering will be,
when issued, validly issued, fully paid and nonassessable.
If DoctorSurf distributes all of the shares of common stock being
offered in this offering, its current executive officers and directors will
beneficially own or have voting control over approximately 28.52% of the
outstanding common stock. Accordingly, these individuals, if they act as a
group, will have substantial influence over all matters requiring shareholder
approval, including the election of DoctorSurf's directors. Also, this
concentration of ownership may also have the effect of delaying, deterring or
preventing a change in control of DoctorSurf.
Because DoctorSurf's common stock is not listed on any securities
exchange or the Nasdaq Stock Market and does not have a trading price of at
least $5 per share, our common stock is subject to federal penny stock
regulations. As a result, the market liquidity for the shares being offered in
this offering could be adversely affected because these regulations require
broker-dealers to make a special suitability determination for the purchase and
to have received the purchaser's written consent to the transaction prior to
sale. This makes it more difficult administratively for broker-dealers to buy
and sell stock subject to the penny stock regulations on behalf of their
customers. As a result, it may be more difficult for a broker-dealer to sell the
shares purchased in this offering.
Also, no public trading market in the common stock exists, and
DoctorSurf cannot be certain that one will develop. If an active trading market
for the common stock does not develop, a purchaser of shares in this offering
may not be able to sell those shares and an increase in the value of the shares
is less likely.
Preferred stock
DoctorSurf's articles of incorporation authorize the board of directors
to provide by resolution for the issuance from time to time of up to 5,000,000
shares of preferred stock in one or more class or series, with any special
rights and preferences, including but not limited to dividend or liquidation
preferences, voting rights and redemption rights, anti-dilution rights or
conversion rights, as the board may specify.
If DoctorSurf were to issue preferred stock, that class of stock would
have the right to vote as a class on a merger or sale of assets of DoctorSurf.
Accordingly, the issuance of preferred stock could have the effect of delaying
or preventing a change in control of DoctorSurf, even if a change in control
were in the best interests of the common stock shareholders.
As of the date of this prospectus, the board of directors has not
authorized the issuance of any class or series of preferred stock and no shares
of preferred stock are issued or outstanding.
PLAN OF DISTRIBUTION
Dr. Rakesh Sharma and Mr. Jugal K. Taneja will be responsible for
distributing the shares through our web site. The material steps that a
potential investor must complete in order to subscribe for our shares are as
follows:
* A doctor who logs onto our web site will have the option of
becoming a "member" by completing an online application that asks
for personal information, including name, address, type of practice
and specialty, license and Drug Enforcement Agency, or DEA, number,
annual income, and personal interests.
* The online application will also have a box that permits a doctor
who is interested in receiving 100 free shares to click on that box
for more information. The box will contain a statement that a
registration statement has been filed with the SEC, and offer a
hyperlink to the final prospectus, which the doctor will be able to
download if he or she wishes. DoctorSurf will also make available
a paper copy of the final prospectus upon request by a potential
investor. The doctor has the option of then confirming that he or
she has received the prospectus and would like to receive the free
shares by clicking on another box. The doctor must confirm that he
or she has received the prospectus before receiving shares.
* A doctor who is interested in receiving the free shares will also
be able to indicate his or her preference in the method of receiv-
ing the shares: 1) by book entry recordation of the shares through
DoctorSurf's stock transfer agent, Continental Stock Transfer &
Trust Company; or 2) by mailing an actual stock certificate to the
doctor through the stock transfer agent.
* Once the doctor clicks on a box confirming that he or she has
received the prospectus and indicated a preference on how he or she
would like to receive the 100 free shares, we will verify the
information on that doctor's online application and notify the
doctor by e-mail within two days whether his or her subscription
has been accepted. We will then either issue uncertificated shares
through book entries by our stock transfer agent or mail a stock
certificate evidencing ownership of the shares to the doctor
through our stock transfer agent. If uncertificated shares are
issued, we will send to the doctor a written statement setting
forth:
* our name;
* that we are organized under the laws of Florida;
* the name of the person to whom the shares are issued;
* the number and class of shares;
* the designations, relative rights, preferences and limita-
tions applicable to each class of stock and each series of
classes of stock;
* the authority of our board of directors to determine
variations for future series of classes of stock; and
* any restrictions on transfer of the shares.
All members who complete the online application, receive the
prospectus, and indicate an interest in receiving our free shares will receive
100 shares. The doctors who elect to receive our free shares will not have any
post-subscription obligations.
No affiliates may subscribe for our shares, and we do not have any
plans or arrangements with anyone regarding the development of a trading market
of the common stock. If there is minimal interest in this offering, we do not
intend to open the offering to the general public. Currently, there are seventy
two holders of record for the common stock.
SHARES AVAILABLE FOR FUTURE SALE
Upon completion of this offering, DoctorSurf will have 50,750,000
shares of common stock outstanding, assuming all shares being offered are sold.
The 25,000,000 shares of common stock sold in the offering will be freely
tradable without restriction or further registration under the Securities Act.
The remaining approximately 25,750,000 shares of common stock will be
"restricted" securities within the meaning of Rule 144 of the Securities Act of
1933, and may not be sold in the absence of registration under the securities
laws unless an exemption from registration is available.
One of those exemptions is Rule 144. In general, Rule 144 allows a
shareholder who has beneficially owned restricted securities for at least one
year to sell within any three-month period a number of shares that does not
exceed the greater of 1% of the then outstanding shares of common stock or the
average weekly trading volume during the four calendar weeks preceding the sale.
Sales under Rule 144 also must be sold through brokers or "market makers" and
current public information regarding the company must be available. Shares
properly sold in reliance on Rule 144 to persons who are not affiliates of
DoctorSurf become freely tradable without restriction. Rule 144 also permits
sales by a person who has beneficially owned shares for at least two years and
who is not an affiliate of the company. DoctorSurf's affiliates are people that
directly or indirectly control DoctorSurf, are controlled by DoctorSurf, or are
under common control with DoctorSurf. For example, DoctorSurf's directors,
executive officers, and significant shareholders are affiliates.
EXPERTS
The financial statements of DoctorSurf.com, Inc., appearing in this
prospectus have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report appearing herein and are included in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.
LEGAL MATTERS
The validity of the common stock offered in this offering will be
passed upon by Foley & Lardner. Martin A. Traber, a partner at Foley & Lardner,
also serves on DoctorSurf's board of directors.
HOW TO GET MORE INFORMATION
We have filed with the Securities and Exchange Commission a
registration statement on Form SB-2 under the Securities Act with respect to
this offering. This prospectus, which is part of the registration statement,
does not contain all of the information set forth in the registration statement
and its accompanying exhibits and schedules. For further information with
respect to DoctorSurf and the securities in this offering, reference is made to
the registration statement and including the accompanying exhibits and
schedules.
Statements contained in this prospectus as to the contents of any
agreement or any other document summarize only the material provisions of such
document and are not necessarily complete, and in each instance, reference is
made to the copy of the agreement or document filed as an exhibit to the
registration statement, with each statement being qualified in all respects by
their reference.
The registration statement, including accompanying exhibits and
schedules, may be inspected and copied at the principal office of the Commission
at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at 7 World Trade Center, New York, New York 10048,
and Northwest Atrium Center, 500 West Madison Street, Chicago, Illinois 60661.
Copies of those materials may also be obtained at prescribed rates from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C.
20549.
Our registration statement can also be obtained electronically after we
have file electronic versions of these documents with the Commission through the
Commission's Electronic Data Gathering, Analysis and Retrieval, or EDGAR,
system. The Commission maintains a world wide web site at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
Prior to this offering, we have not been a reporting company under the
Securities Exchange Act of 1934. After this offering, we intend to furnish to
our shareholders annual reports, which will include financial statements audited
by independent accountants, and other periodic reports as we may determine to
provide or as may be required by law.
<PAGE> F-1
DoctorSurf.com, Inc.
(A Development Stage Company)
Financial Statements
as of June 30, 1999 and for the Period from May 14, 1999
(date of inception) to June 30, 1999 and Independent
Auditors' Report
<PAGE> F-2
DOCTORSURF.COM, INC.
(A Development stage company)
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF JUNE 30, 1999 AND FOR THE PERIOD
FROM MAY 14, 1999 (DATE OF INCEPTION) TO JUNE 30, 1999:
Balance Sheet 2
Statement of Operations 3
Statement of Stockholders' Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6
<PAGE> F-3
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of DoctorSurf.com, Inc.:
We have audited the accompanying balance sheet of DoctorSurf.com, Inc. (a
development stage company) (the "Company") as of June 30, 1999, and the related
statements of operations, stockholders' equity and cash flows for the period
from May 14, 1999 (date of inception) to June 30, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of June 30, 1999, and the
results of its operations and its cash flows for the period from May 14, 1999
(date of inception) to June 30, 1999, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is a development stage
enterprise engaged in the development and management of an Internet site. As
discussed in Notes 2 and 3 to the financial statements, the Company's operating
loss since inception and the contingency surrounding equity shares issued as
part of the Private Placement Memorandum raise substantial doubt about its
ability to continue as a going concern. Management's plans concerning these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of these uncertainties.
Certified Public Accountants
Tampa, Florida
September 30, 1999
<PAGE> F-4
DOCTORSURF.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JUNE 30, 1999
- --------------------------------------------------------------------------------
ASSETS
Cash $ 290,631
Investments - certificate of deposit 200,000
Prepaid expenses 10,950
--------
TOTAL ASSETS $ 501,581
========
LIABILITIES AND STOCKHOLDERS' EQUITY
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 31,875
--------
REDEEMABLE COMMON STOCK - $.01 par value, 320,000 shares
issued and outstanding (Note 3) 320,000
SUBSCRIPTION RECEIVABLE (50,000)
--------
270,000
--------
COMMITMENTS AND CONTINGENCIES (Note 3)
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value - 5,000,000 shares
authorized; no shares issued or outstanding -
Common stock, $.01 par value - 95,000,000 shares
authorized; 25,000,000 shares issued and outstanding 250,000
Deficit accumulated during the development stage (50,294)
--------
Total stockholders' equity 199,706
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 501,581
========
See notes to financial statements.
<PAGE> F-5
DOCTORSURF.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
PERIOD FROM MAY 14, 1999 (DATE OF INCEPTION) TO JUNE 30, 1999
- --------------------------------------------------------------------------------
OPERATING EXPENSES $ (50,294)
--------
NET LOSS $ (50,294)
========
See notes to financial statements
<PAGE> F-6
DOCTORSURF.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
PERIOD FROM MAY 14, 1999 (DATE OF INCEPTION) TO JUNE 30, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Additional
Preferred Stock Common Stock Paid-in Retained
Shares Amount Shares Amount Capital Earnings Total
<S> <C> <C> <C> <C> <C> <C> <C>
INITIAL ISSUANCE OF COMMON
STOCK, MAY 14, 1999 (Note 1) - $ - 25,000,000 $ 250,000 $ - $ - $ 250,000
Net loss - - - - - (50,294) (50,294)
---- ---- ----------- -------- ------ -------- --------
BALANCES, JUNE 30, 1999 - $ - 25,000,000 $ 250,000 $ - $ (50,294) $ 199,706
==== ==== =========== ======== ====== ======== ========
</TABLE>
See notes to financial statements.
<PAGE> F-7
DOCTORSURF.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
PERIOD FROM MAY 14, 1999 (DATE OF INCEPTION) TO JUNE 30, 1999
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (50,294)
Adjustments to reconcile net loss to
net cash used in operating activities:
Increase in prepaid expenses (10,950)
Increase in accounts payable and accrued expenses 31,875
--------
Net cash used in operating activities (29,369)
--------
CASH USED IN INVESTING ACTIVITIES -
Investment in certificate of deposit (200,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from collection of subscription receivable 5,000
Proceeds from redeemable common stock (Note 3) 270,000
Proceeds from issuance of common stock 245,000
--------
Net cash provided by financing activities 520,000
--------
NET INCREASE IN CASH 290,631
CASH, BEGINNING OF PERIOD -
--------
CASH, END OF PERIOD $ 290,631
========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ -
========
Cash paid during the period for income taxes $ -
========
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:
Issuance of common stock for subscription receivable $ 50,000
========
See notes to financial statements.
<PAGE> F-8
DOCTORSURF.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to financial statements
period FROM MAY 14, 1999 (DATE OF INCEPTION) TO JUNE 30, 1999
- --------------------------------------------------------------------------------
1. ORGANIZATION AND NATURE OF BUSINESS
DoctorSurf.com, Inc. (the "Company") was formed pursuant to the Florida
Business Corporation Act on April 15, 1999. On May 14, 1999, 25 million
common shares of the Company were sold in exchange for $250,000. The
Company was incorporated to provide a premier Internet web site for
doctors that is dedicated to doctor education, communication, and
information exchange using state-of-the-art technology, security, doctor
authentication, and a combination of Internet protocols. The Company is
actively working on activating its web site during the first quarter of
2000. The Company's fiscal year-end is December 31.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As
reflected in the financial statements, the Company is a development stage
enterprise, which has yet to generate revenues to support further
operations. As of June 30, 1999, the Company had not hired any employees.
Certain shareholders of the Company had contributed their personal
services to the Company; however, the value of these services is
considered immaterial and, therefore, no expense has been recorded. In
order to fund operations to date, the Company has relied on funding raised
from sales of the Company's equity securities. The Company's operating
losses since inception and the contingency surrounding equity shares
issued as part of the Private Placement Memorandum (see Note 3) raise
substantial doubt about its ability to continue as a going concern.
The Company's success is dependent upon its ability to raise additional,
sufficient investment capital to support the design and implementation of
viable Internet web sites, thereby generating revenues to continue to fund
operations. Management believes that, via a planned private offering, the
Company will be able to generate sufficient working capital to sustain
operations and allow such development activities to occur.
The Company is subject to the risks and difficulties experienced by any
new Internet-based business, such as limited operating history,
competition, potential inability to locate Internet service providers and
possible changes in domestic and foreign government regulation which may
affect the acceptability of the Company's product by customers.
Ultimately, the attainment of profitable operations is dependent upon
future events including achieving a level of sales to support the
Company's cost structure.
Cash and Cash Equivalents - The Company considers all highly liquid
investments with a maturity at time of purchase of three months or less to
be cash equivalents.
Concentration of Risk - The Company maintains its cash and its certificate
of deposit in bank deposit accounts which, at times, may exceed federally
insured limits. The Company has not experienced any losses in such
accounts.
<PAGE> F-9
Subscription Receivable - On June 21, 1999, in connection with the private
placement in process (see Note 3), the Company entered into a stock
subscription agreement with an individual to sell 75,000 shares of the
Company's common stock. The receivable balance at June 30, 1999 was
$50,000 and payment is due during November 1999.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosures of contingent assets and liabilities at the
date of the financial statements, and the reported amounts of expenses
during the reported period. Actual results could differ from those
estimates.
Income Taxes - The Company has adopted Statement of Financial Accounting
Standards No. 109 ("SFAS 109"), Accounting for Income Taxes. Under SFAS
109, the Company uses the asset and liability method which recognizes the
amount of current and deferred taxes payable or refundable at the date of
the financial statements as a result of all events that have been
recognized in the financial statements and as measured by the provisions
of enacted tax laws.
The Company has a gross deferred tax asset as of June 30, 1999 of
approximately $18,800. This asset is comprised of the potential future tax
benefit of its operating losses to date. Management has evaluated the
available evidence regarding the future taxable income and other possible
sources of realization of deferred tax assets. A 100 percent valuation
allowance has been established by management against the gross deferred
tax asset as it is more likely than not that the deferred tax asset will
not be realized.
Fair Value of Financial Instruments - The estimated fair value of amounts
reported in the financial statements have been determined by using
available market information and appropriate valuation methodologies. The
carrying values of assets and liabilities approximate their fair values
because of their short-term nature.
New Accounting Pronouncement - The American Institute of Certified Public
Accountants issued Statement of Position ("SOP") No. 98-5, Reporting on
the Costs of Start-Up Activities. The standard provides guidance on the
financial reporting costs for start-up costs and organization costs. This
standard requires cost of start-up and organization costs to be expensed
as incurred, and is effective for fiscal years beginning after December
15, 1998. The Company does not believe adoption of this SOP will have a
material impact on its financial statements.
3. COMMITMENTS AND CONTINGENCIES
The Company completed the issuance of a Private Placement Memorandum on
May 25, 1999 for 750,000 shares of the Company's common stock to be
purchased at $1 per share. As of June 30, 1999, 320,000 shares of the
750,000 shares offered had been sold. In July and August 1999, the Company
received an additional $430,000 from the issuance of 430,000 shares of
common stock related to this Private Placement Memorandum. Due to a
possible violation of the Securities Act of 1933 requirements, the Company
has issued a memorandum to the purchasers of the shares enabling them to
sell their shares back to the Company through August 25, 2000 for the
purchase price of $1. As such, the proceeds from the issuance of the
320,000 shares of common stock have been classified outside of equity in
the accompanying balance sheet under the caption Redeemable Common Stock.
For the period from June 30, 1999 to September 30, 1999, no investors have
requested the Company to repurchase their shares.
<PAGE> F-10
4. SUBSEQUENT EVENTS
The Company is in the process of completing a Form SB-2 filing for the
issuance of 25,000,000 shares of common stock to be issued at no cost to
doctors who become secured members on the Company's web site. The fair
market value of these shares will be charged to operations as promotion
costs at the time of their issuance.
During September 1999, the Company hired employees to maintain and update
the Company's web site. These employees are receiving compensation.
During September 1999, the Company entered into an operating lease
agreement for office space. The term of the lease is one year and calls
for monthly rental payments of $1,200 plus applicable taxes.
During September 1999, the Company entered into a capital lease agreement
for computer equipment. The term of the lease is three years and calls for
monthly rental payments of approximately $1,850 plus applicable taxes. The
lease agreement contains a bargain purchase option.
******
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
We have not authorized anyone to provide any
information or to make any representations in connection
with this offering other than the information or
representations contained in this prospectus. You should
not rely on any additional information or representations 25,000,000 SHARES
if made.
This prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any security: DOCTORSURF.COM, INC.
* except the common stock offered by this prospectus;
* in any jurisdiction in which the offer or
solicitation is not authorized;
* in any jurisdiction where the dealer or other
salesperson is not qualified to make the offer or
solicitation;
* to any person to whom it is unlawful to make the _____________
offer or solicitation; or
PROSPECTUS
* to any person who is not a United States resident
or who is outside the jurisdiction of the United _____________
States.
The delivery of this prospectus or any accompanying sale does not imply
that:
* there have been no changes in the affairs of
DoctorSurf after the date of this prospectus; or
* the information contained in this prospectus is correct after the
date of this prospectus.
-----------------------
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of directors and officers
Florida Corporation Law provides that a Florida corporation has the
power to indemnify any person who is a party to any proceeding, other than an
action by, or in the right of the corporation reason of the fact that the person
was a director, officer, employee or agent of the corporation if the person
acted in good faith and in a manner the person reasonably believed to be in, or
not opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the person's
conduct was unlawful. Article IX of DoctorSurf's bylaws provides indemnification
to DoctorSurf's directors and officers if they are involved in any action, suit
or proceeding of any nature by reason of the fact that he or she is or was a
director or officer of DoctorSurf.
Item 25. Other expenses of issuance and distribution
Securities and Exchange Commission filing fee..........................$ 6,950
Printing and engraving expenses........................................$ 10,000
Accountants' fees and expenses.........................................$ 2,500
Legal fees and expenses................................................$ 40,000
Miscellaneous .....................................................$ 10,550
=======
Total................................................$ 70,000
DoctorSurf will pay all of the fees, costs and expenses set forth
above. Other than the SEC filing fee, all fees and expenses are estimated.
Item 26. Recent sales of unregistered securities
In May 1999, DoctorSurf issued a total of 25,000,000 shares of common
stock to seventeen investors at $.01 per share pursuant to an exemption from
registration under Rule 506 of Regulation D of the Securities Act of 1933.
In July 1999, DoctorSurf completed a private placement of 750,000
shares of common stock at $1.00 per share to accredited investors in a private
placement exempt from registration under Rule 506 of Regulation D of the
Securities Act of 1933. A possibility exists that an exemption from registration
was not available for the shares of common stock that we sold in our private
placement. Accordingly, we have offered to each purchaser in the private
placement the right to resell their shares to us and receive a refund of the
price paid by them of $1 per share. See "Recent Developments".
<PAGE>
Item 27. Exhibits
Exhibit
Number Exhibit Description
- ------- -------------------
3.1a* Articles of incorporation of the registrant
3.1b* Articles of amendment to articles of incorporation of the registrant
3.2 By-laws of the registrant
5.1** Opinion of Foley & Lardner regarding legality
10.1* Technology Agreement between Weblink Communications, Inc. and
DoctorSurf.com, Inc.
23.1** Consent of Foley & Lardner - included in Exhibit 5.1
23.2 Consent of Deloitte & Touche LLP
24.1* Power of Attorney relating to subsequent amendments - included on the
signature page of this registration statement.
27* Financial Data Schedule
*Previously filed
**To be filed by amendment.
Item 28. Undertakings
The undersigned small business issuer undertakes as follows:
(a) The small business issuer will:
(1) file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) Include any additional or changed material information
on the plan of distribution.
(2) For determining any liability under the Securities Act of
1933, treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time shall be
deemed to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(4) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the issuer pursuant to the foregoing provisions, or
otherwise, the issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 Amendment No. 4 and authorized this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Largo, State of Florida, on this 14th day of
October, 1999.
DOCTORSURF.COM, INC.
By: /s/ Rakesh K. Sharma
--------------------------------------
Rakesh K. Sharma, president and member
of the board of directors
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Rakesh K. Sharma president and director (principal October 14, 1999
- ------------------------------------ executive officer)
Rakesh K. Sharma
/s/ Jugal K. Taneja vice-president and director (principal October 14, 1999
- ------------------------------------ financial and accounting officer)
Jugal K. Taneja
/s/ Martin A. Traber director October 14, 1999
- ------------------------------------
Martin A. Traber
</TABLE>
Exhibit 3.2
DOCTORSURF.COM, INC.
BYLAWS
ARTICLE I
---------
OFFICES
1.1. Principal Office and Other Offices. The principal office of
DoctorSurf.com, Inc. (the "Corporation") shall be located at 6950 Bryan Dairy
Road, Largo, Florida 33777, County of Pinellas, State of Florida, or at such
place within or outside the State of Florida (the "State") as the Board of
Directors (the "Board") may from time to time designate. The Corporation may
have other offices for the transaction of the affairs of the Corporation located
at such other places both within and without the State as the Board may from
time to time designate or as the business of the Corporation may require.
1.2. Registered Office and Agent. The Corporation shall have and
continuously maintain in the State a registered office and have a registered
agent, as required by law. Such office may, but need not, be identical with the
principal office of the Corporation in the State of Florida. The Corporation may
from time to time change its registered office or its registered agent, or both,
by a resolution of the Board that adopts the change and authorizes the president
or vice-president to execute and submit for filing with the Department of State
a statement of change setting forth the information required by law. Any new
registered agent designated by such statement shall acknowledge in writing such
statement, and any new or successor registered agent shall simultaneously file
with the Department of State a written statement, in the form and manner
prescribed by law, accepting the appointment and stating the registered agent's
familiarity with and acceptance of the obligations provided for under the laws
of the State.
ARTICLE II
----------
SHAREHOLDERS
2.1. Annual Meetings. The annual meeting of shareholders for the purpose of
electing directors and for the transaction of such other matters as may properly
come before the meeting shall be held on the second Tuesday in the month of
February of each fiscal year or at such other time and date as may be fixed by
or under the authority of the Board; provided, the annual meeting of the
shareholders for any year shall be held no later than thirteen (13) months after
the last annual meeting of the shareholders. However, failure to hold a timely
annual meeting shall in no way affect the terms of officers or directors of the
Corporation or the validity of actions of the Corporation.
2.2. Special Meeting. Special meetings of the shareholders, for any purpose
or purposes, unless otherwise prescribed by statute, may be called by the
president or the Board or by the person designated in one or more written
requests of the holders of not less than thirty percent (30%) of all the votes
entitled to be cast on any issue proposed to be considered at such special
meeting, which requests must be delivered to the Corporation's secretary
describing the purpose or purposes for which such meeting is to be held.
2.3. Place of Meeting. The Board may designate any place, either within or
without the State, as the place of meeting for any annual meeting or for any
special meeting called by the Board. A waiver of notice signed by all
shareholders entitled to vote at a meeting may designate any place either within
or without the State as the place for the holding of such meeting. If no
designation is made for the place of meeting, or if the meeting is otherwise
called, then the place of meeting shall be the principal business office of the
Corporation within the State or such other suitable place in the county of such
principal office as may be designated by the person calling such meeting, but
any meeting may be adjourned to reconvene at any place designated by vote of a
majority of the shares represented thereat.
2.4. Notice of Meeting. A written notice of each shareholders' meeting
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 either personally or by first-class mail to each shareholder of record
entitled to vote at such meeting not less than ten (10) or more than sixty (60)
days before the date of the meeting. Notice shall be given by or at the
direction of the president, the secretary, or the officer or persons calling the
meeting. If notice is by mail, such notice shall be deemed to have been
delivered when deposited with postage prepaid thereon in the United States mail,
addressed to the shareholder at the address of the shareholder as it appears on
the stock transfer books of the Corporation.
2.5. Waiver of Notice. A written waiver of notice signed by a shareholder
who was entitled to notice of a meeting of the shareholders, whether the waiver
is given before or after the time required for the notice, shall be equivalent
to the giving of such notice provided such written waiver is delivered to the
Corporation for inclusion in the minutes or filing with the corporate records. A
shareholder's attendance at a meeting shall constitute a waiver of notice of
such meeting unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting. Further, in the case
of a special meeting, a shareholder's attendance shall constitute a waiver of
objection to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is presented.
2.6. Adjournment. Any meeting of the shareholders may be adjourned to
another time or place by a majority vote of the shares entitled to vote and
which are represented at the meeting. When all of the shares entitled to vote
are represented in person or by proxy at a meeting, and such 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 the place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken. Any
business may be transacted at such adjourned meeting that might have been
transacted at the original meeting. If all of the shares entitled to vote are
not represented at the meeting at which adjournment is taken, then notice of the
adjourned meeting as required by Section 2.4 of these Bylaws shall be given to
each shareholder of record. In all cases, however, if, after the adjournment,
the Board fixes a new record date for the adjourned meeting, then notice of the
adjourned meeting shall be given as provided in this Article II to each share-
holder of record under the new record date who is entitled to vote at the
adjourned meeting.
2.7. Fixing of Record Date. For the purpose of determining the shareholders
who are entitled to receive notice of or to vote at any shareholders' meeting or
any adjournment thereof, to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend or other distribution
or allotment of any rights, and pursuant to any other purpose requiring a
determination of shareholders, the Board may fix, in advance, a record date for
any such determination of shareholders. Such record date shall not be more than
seventy (70) days before the date on which the particular action requiring such
determination of shareholders is to be taken. If no such record date is fixed,
then the date on which notice of a shareholders' meeting is delivered or the
date on which the Board adopts a resolution declaring a dividend, as the case
may be, shall be the record date for such determination of shareholders. In the
case of an adjourned meeting, the record date for the original meeting shall
apply to the adjournment thereof, unless the Board fixes a new record date in
accordance with these Bylaws; provided, however, that the Board shall be
required to fix a new record date for such adjourned meeting if the adjournment
is to a date more than 120 days after the date fixed for the original meeting.
2.8. Record of Shareholders Having Voting Rights. After fixing a record
date for a shareholders' meeting, the secretary of the Corporation shall, at
least ten (10) days before such meeting, prepare a complete, alphabetical list
of the shareholders entitled to notice of such meeting, arranged by the voting
groups of the shareholders entitled to vote on the matters to come before the
meeting, with the address of, and the number, class and series, if any, of
shares held by each. For a period of ten (10) days prior to the meeting, or such
shorter time as exists between the record date and the meeting and continuing
through the meeting, the shareholders list shall be made available for inspec-
tion at the Corporation's principal office, at a place identified in the meeting
notice in the city where the meeting will be held, or at the office of the
Corporation's transfer agent or registrar, and such list shall be subject to
inspection upon written demand by any shareholder or his agent or attorney, at
his expense, at any time during usual business hours during the period it is
available for inspection. Such list shall also be available at the meeting, and
any shareholder or his agent or attorney is entitled to inspect the list at any
time during the meeting or any adjournment thereof. If the requirements of this
Section 2.8 have not been substantially complied with, then upon the demand, in
person or by proxy, of any shareholder who failed to get access to such list,
the meeting shall be adjourned until the requirements of this Section are
complied with; provided, however, that any failure to comply with the
requirements of this Section shall not affect the validity of any action taken
at such meeting.
2.9. 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 the shareholders. If a quorum exists, action on a matter, other than the
election of directors, is approved if the votes cast by the holders of the
shares represented at the meeting and entitled to vote on the subject matter
favoring the action exceed the votes cast opposing the action, unless the vote
of a greater number is required by law, the Articles of Incorporation, or these
Bylaws. After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, which reduces the number of shares
entitled to vote below the number required for a quorum, shall not affect the
validity of any action taken at the meeting or any adjournment thereof.
2.10. Conduct of Meeting. The president, and in his absence, a vice-
president as determined under Section 4.6, and in their absence, any person
chosen by the shareholders present, shall call the meeting of the shareholders
to order and shall act as chairman of the meeting, and the secretary of the
Corporation shall act as secretary of all meetings of the shareholders, but, in
the absence of the secretary, the person acting as chairman of the meeting may
appoint any other person to act as secretary of the meeting.
2.11. Proxies. Every shareholder entitled to vote at a shareholders'
meeting, or entitled to express consent or dissent without a meeting, or the
duly authorized attorney-in-fact of such shareholder, may authorize another
person or other persons to act for him as his proxy. A shareholder may appoint a
proxy to vote or otherwise act for him by signing an appointment form, either
personally or by his attorney in fact. An executed telegram or cablegram
appearing to have been transmitted by such person, or a photographic,
photostatic, or equivalent reproduction of an appointment form, shall be a
sufficient appointment form. An appointment of a proxy is effective when
received by the secretary or other officer or agent authorized to tabulate
votes, and unless otherwise stated in the appointment form, the appointment of a
proxy shall be valid only for a period of eleven (11) months. Every appointment
of a proxy shall be revocable at the pleasure of the shareholder who executed
it, except as otherwise provided by law.
The authority of a proxy to act shall not be revoked by the death or
incapacity of the shareholder who executed the appointment, unless, before the
authority is exercised under the appointment, notice of such death or incapacity
is received by the secretary of the Corporation or other agent of the
Corporation authorized to tabulate votes.
Any proxy may appoint, in writing, a substitute to act in his place,
if the appointment of the proxy expressly provides for such substitution.
If an appointment confers proxy authority upon more than one person, and if the
appointment does not otherwise provide, a majority of the authorized persons,
or, if only one is present, then that one, may exercise all the powers conferred
by the appointment; provided, however, if the proxies present at the meeting are
equally divided as to the right and manner of voting, then the voting of such
shares shall be prorated.
2.12. Voting of Shares. Subject to the provisions of this Article II of
these Bylaws, the Articles of Incorporation, and the laws of the State, each
outstanding share shall be entitled to one vote on each matter submitted to a
vote at a meeting of the shareholders.
2.13. Action Without Meeting. Any action of the shareholders required or
permitted to be taken at an annual or special meeting of the shareholders may be
taken without a meeting, without prior notice, and without a vote, if one or
more written consents setting forth the action so taken is or are dated and
signed by the holders of outstanding shares 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,
provided such consent or consents are delivered to the Corporation at its
principal office in the State, to the Corporation's principal place of business,
or to the secretary, within sixty (60) days of the date of the earliest dated
consent delivered in such manner. Any written consent may be revoked prior to
the date the Corporation receives the required number of consents to authorize
the proposed action, provided that such revocation must be in writing and shall
not be effective until received by the Corporation in the manner set forth
above. Within ten (10) days after obtaining such authorization by written
consent, the Corporation shall give notice to the shareholders who have not
consented in writing or who were not entitled to vote on the action taken in the
consent. Such notice shall fairly summarize the material features of the
authorized action and, if the action is one for which dissenters' rights are
provided by applicable corporate laws of the State, such notice shall contain a
clear statement of the right of shareholders dissenting from the action to be
paid the fair value of their shares upon compliance with applicable provisions
of the laws of the State. Whenever action is taken pursuant to this Section
2.13, the written consent of the shareholders consenting thereto or the written
reports of inspectors appointed to tabulate such consents shall be filed with
the minutes of proceedings of shareholders. Any certificate that is required by
law to be filed as a result of an action of the shareholders taken under this
Section 2.13 shall state that written consent for such action was given in
accordance with the laws of the State.
ARTICLE III
-----------
BOARD OF DIRECTORS
3.1. General Powers and Number. The business and affairs of the Corporation
shall be managed by the Board subject to any limitations set forth under the
laws of the State, the Articles of Incorporation, and these Bylaws concerning
corporate action that must be authorized or approved by the shareholders. The
initial number of directors of the Corporation shall be three. The number of
directors may be increased or decreased from time to time as determined by the
Board of Directors, but in no event shall be less than one.
3.2. Election of Directors. Directors shall be elected at the annual
meeting of shareholders by a plurality of the votes cast by the shares entitled
to vote in the election where each shareholder who is entitled to vote at an
election of directors has the right to vote the number of shares owned by him
for as many persons as there are directors to be elected and for whose election
he has a right to vote.
3.3. Tenure and Qualifications. Each director shall hold office (a) until
the next annual meeting of the shareholders and until a successor shall have
been elected or (b) until his prior death, resignation or removal.
3.4. Resignation and Removal. A director may resign at any time by deliver-
ing a written notice of resignation to the Board or its chairman (if any) or to
the secretary of the Corporation. Directors may be removed, with or without
cause, at a shareholders' meeting called with notice of that purpose, by a vote
of the holders of the shares then entitled to vote to elect that director
provided the number of votes cast to remove him exceeds the number of votes cast
not to remove him.
3.5. Vacancies. Any vacancy occurring in the Board, including any vacancy
created by reason of an increase in the number of directors, may be filled by
the affirmative vote of a majority of the remaining directors, though the
remaining directors constitute less than a quorum of the Board; provided,
however, if a vacancy is created by removal of a director by action of the
shareholders, then the shareholders shall have the right to fill such vacancy at
the same meeting or any adjournment thereof.
3.6. Regular Meetings. A regular meeting of the Board shall be held without
notice other than this bylaw immediately after the annual meeting of
shareholders, and each adjourned session thereof. The place of such regular
meeting shall be the same as the place of the meeting of shareholders which
precedes it, or such other suitable place as may be announced at such meeting of
shareholders. The Board may provide, by resolution, the time and place, either
within or outside the State, for the holding of additional regular meetings
without notice other than such resolution.
3.7. Special Meetings. Special meetings of the Board may be called by or at
the request of the president, secretary or any director. The president or
secretary calling any special meeting of the Board may fix any place, either
within or without the State, as the place for holding any special meeting of the
Board called by them, and if no other place is fixed the place of the meeting
shall be the principal business office of the Corporation in the State.
3.8. Notice; Waiver. Except to the extent provided in Section 3.6 of these
Bylaws, notice of each meeting of the Board shall be given to each director (a)
by personal delivery, telegram or cablegram not less than forty-eight (48) hours
before the meeting or (b) by first-class mail, addressed to the business address
or such other address as the director shall have designated in a writing filed
with the secretary, and mailed not less than five (5) business days before the
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail with postage prepaid and properly addressed. If sent
by telegram or cablegram, such notice shall be deemed to be delivered when
delivered or communicated to the telegraph or cablegram company. However, any
notice to any director required under these Bylaws or under any provision of law
may be waived if such director signs a waiver of notice at any time, either
before or after the time of the meeting. If a director has not been given notice
as required under these Bylaws or under provisions of law, but the director
attends the meeting, the director's attendance shall constitute a waiver of
notice of such meeting and a waiver of all objections to the time and place of
the meeting and the manner in which it was called or convened, except, when a
director states, at the beginning of such meeting, or promptly upon his arrival
at the meeting, any objection to the transaction of business because the meeting
was not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board need be
specified in either the notice of or a waiver of notice of any regular or
special meeting.
3.9. Attendance via Telephone Conference Call. Except to the extent other-
wise provided by law, any meeting of the Board may be attended by any or all of
the directors by means of a conference telephone (or similar communications
equipment) through the use of which all directors participating in the meeting
can hear each other at the same time. Such attendance by any or all directors
shall constitute presence by each such director in person at such meeting and
such meeting shall constitute a valid meeting of the Board for all purposes of
the laws and these Bylaws. Any action taken by the Board at such meeting shall
constitute a valid action of the Board for all purposes of the law and these
Bylaws.
3.10. Quorum and Voting. Except as otherwise provided by law, the Articles
of Incorporation, or these Bylaws, a majority of the number of directors fixed
in Section 3.1 of these Bylaws shall constitute a quorum for the transaction of
business at any meeting of the Board. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
if a quorum is present when the vote is taken, unless the act of a greater
number is required by law, the Articles of Incorporation or these Bylaws.
3.11. Adjournment. A majority of the directors present, whether or not a
quorum exists, may adjourn any meeting of the Board to another time and place.
Notice of the adjourned meeting shall be given to each director in accordance
with Section 3.8 of these Bylaws, unless all of the directors of the full Board
are present at the time of adjournment and the time and place of the adjourned
meeting are announced at the time of the adjournment.
3.12. Committees. The Board, by resolution adopted by a majority of the
full Board, may designate from among its members an executive committee and
other committees. Each such committee shall consist of two (2) or more of the
directors who shall serve on the committee at the pleasure of the Board, and, to
the extent provided in such resolution, shall have and may exercise all the
authority of the Board, except that no committee shall have authority to:
(a) Approve or recommend to the shareholders actions or proposals
required by the Florida Business Corporation Act to be approved
by the shareholders;
(b) Fill vacancies in the Board or any committee thereof;
(c) Amend or repeal these Bylaws;
(d) Authorize or approve the reacquisition of shares unless pursuant
to a general formula or method specified by the Board; or
(e) Authorize or approve the issuance, sale or contract for the sale
of shares, or determine the designation and relative rights,
preferences, and limitations of voting groups of shares entitled
to vote and be counted together collectively on certain matters,
except that the Board may authorize a committee to do so within
limits specifically prescribed by the Board.
The Board, by resolution of the majority of the full Board, may
designate one or more directors as alternate members of a committee, who may
act in the place and stead of any absent member or members at any meeting of
such committee. Any committee established under this Section 3.12 may fix its
own rules for the conduct of its activities and shall make such reports of its
activities to the Board as the Board may request.
3.13. Action by Directors Without Meeting. Any action required or permitted
to be taken at a meeting of the Board (or a committee thereof) may be taken
without a meeting if all of the directors (or members of the committee) sign one
or more written consents describing the action so to be taken and such consent
or consents is or are filed in the minutes of the proceedings of the Board (or
committee). Such action by consent shall have the same effect as a unanimous
vote at a duly called and noticed meeting of the Board (or committee), and may
be described as such in any document. Action taken under this Section is
effective when the last director signs a consent describing the action, unless
the directors' consents specify a different effective date.
3.14. Presumption of Assent. A director who is present at a meeting of the
Board, or a committee thereof of which he is a member, at which action on any
corporate matter is taken, shall be deemed to have assented to the action taken
unless the director votes against such action, abstains from voting on the
action, or objects at the beginning of the meeting (or promptly upon his
arrival) to the holding of the meeting or to the transaction of specified
business at the meeting.
3.15. Compensation. The Board, irrespective of any personal interest of any
of its members, may establish reasonable compensation to be paid to each
director for such director's services to the Corporation as director, officer or
otherwise, or the Board may delegate such authority to an appropriate committee.
The Board also shall have authority to provide for, or to delegate authority to
an appropriate committee to provide for, reasonable pensions, disability or
death benefits, and other benefits or payments to directors, officers and
employees and to their estates, families, dependents, or beneficiaries on
account of prior services rendered by such director, officers and employees of
the Corporation. Each director shall be reimbursed for his necessary expenses in
connection with attending meetings of the Board or any committee thereof.
ARTICLE IV
----------
OFFICERS
4.1. Number. The Corporation shall have a president, a vice-president, a
secretary and such other officers and agents as the Board may, from time to
time, determine necessary, each of whom shall be chosen by the Board.
Any number of offices may be held by the same person.
4.2. Appointment and Term of Office. The officers of the Corporation to be
chosen by the Board shall be appointed at each annual meeting of the Board. The
Board may, from time to time, appoint, or may authorize a duly appointed officer
to appoint, such additional officers, assistant officers and agents as the Board
may deem necessary. Each officer shall hold office until a successor shall have
been duly chosen or until the officer's prior death, resignation or removal.
4.3. Resignation and Removal. An officer may resign at any time by
delivering notice to the secretary of the Corporation. A resignation is
effective when the notice is delivered unless the notice specifies a later
effective date. If a resignation is made effective at a later date and the Board
accepts the future effective date, the Board may fill the pending vacancy before
the effective date if the Board provides that the successor does not take office
until the effective date. Any officer or agent may be removed by the Board at
any time, with or without cause. Any officer or assistant officer, if appointed
by another officer, may likewise be removed by such officer.
4.4. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, or otherwise, shall be filled by the Board for the
unexpired portion of the term.
4.5. President. The president shall be the chief executive officer of the
Corporation and, subject to the control of the Board, shall in general supervise
and control all of the business and affairs of the Corporation and perform such
other duties as may be prescribed by the Board from time to time. The president
shall, when present, preside at all meetings of shareholders and the Board, and
shall generally do and perform all acts incident to the office of president, or
which are authorized or required by law. The president also shall have
authority, subject to such conditions as may be prescribed by the Board, to
appoint such agents and employees of the Corporation as the president shall deem
necessary, to prescribe their powers, duties and compensation, and to delegate
authority to them. Such agents and employees shall hold office at the discretion
of the president. The president may sign with the secretary (or with any other
proper officer of the Corporation thereunto authorized by the Board)
certificates for shares of the Corporation and any deeds, mortgages, bonds,
contracts, or other instruments which the Board has authorized to be executed,
except when the signing and execution thereof shall be expressly delegated by
the Board or by these Bylaws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise signed or executed.
4.6. Vice-Presidents. In the absence of the president or in the event of
the president's death, inability or refusal to act, or in the event for any
reason it shall be impracticable for the president to act personally, the
vice-president (or, in the event there is more than one vice-president, the
vice-presidents in the order designated by the Board, or in the absence of
designation, then in the order of their appointment), shall perform the duties
of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions on the president. Any vice-president may sign,
with the secretary or any assistant secretary, certificates for shares of the
Corporation, and shall perform such other duties and have such authority as from
time to time may be delegated or assigned to the vice-president by the president
or by the Board. The execution of any instrument of the Corporation by any
vice-president shall be conclusive evidence, as to third parties, of the
vice-president's authority to act in the stead of the president.
4.7. Secretary. The secretary shall (a) prepare the minutes of the meetings
of the shareholders, of the Board and of committees of the Board in one or more
books provided for such purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the records and seal of the Corporation, see that the seal of the
Corporation is affixed to all documents the execution of which on behalf of the
Corporation under its seal is duly authorized; (d) be responsible for the
authentication of the Corporation's records; (e) keep or arrange for the keeping
of a register of the post office address of each shareholder furnished to the
secretary; (f) sign with the president, or a vice-president, certificates for
shares of the Corporation, the issuance of which have been authorized by
resolution of the Board; (g) have general charge of the stock transfer books of
the Corporation; and (h) in general perform all duties incident to the office of
secretary and have such other duties and exercise such authority as from time to
time may be delegated or assigned to the secretary by the president or by the
Board.
4.8. Treasurer. If the Board determines that a treasurer is necessary, that
officer shall (a) have charge and custody of and be responsible for all funds
and securities of the Corporation; (b) receive and give receipts for monies due
and payable to the Corporation from any source whatsoever, and deposit all such
monies in the name of the Corporation in such banks, trust companies or other
depositories as shall be selected by or under the authority of a resolution of
the Board; and (c) in general perform all the duties incident to the office of
treasurer and have such other duties and exercise such other authority as from
time to time may be delegated or assigned to him by the president or by the
Board. If required by the Board, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the Board shall determine.
4.9. Assistant Secretaries and Assistant Treasurers. There shall be such
number of assistant secretaries and assistant treasurers as the Board may from
time to time authorize. Such assistant secretaries and assistant treasurers may
be appointed by the Board or, with the authorization of the Board, by a duly
appointed officer. The assistant secretaries may sign with the president or a
vice-president certificates for shares of the Corporation the issuance of which
have been authorized by a resolution of the Board. The assistant treasurers
shall respectively, if required by the Board, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the Board shall
determine. The assistant secretaries and assistant treasurers, in general, shall
perform such duties and have such authority as shall from time to time be
delegated or assigned to them by the secretary or the treasurer, respectively,
or by the president or the Board.
4.10. Other Assistants and Acting Officers. The Board, or an officer with
the authorization of the Board, shall have the power to appoint any person to
act as assistant to any officer, or as agent for the Corporation in his stead,
or to perform the duties of such officer whenever for any reason it is
impracticable for such officer to act personally, and such assistant or acting
officer or other agent so appointed by the Board shall have the power to perform
all the duties of the office to which he is so appointed to act, except as such
power may be otherwise defined or restricted by the Board.
4.11. Salaries. The salaries of the principal officers shall be fixed from
time to time by the Board or by a duly authorized committee thereof, and no
officer shall be prevented from receiving such salary by reason of the fact that
he is also a director of the Corporation.
ARTICLE V
---------
CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS
5.1. Contracts. The Board may authorize any officer or officers, agent or
agents, to enter into any contract or execute or deliver any instrument in the
name of and on behalf of the Corporation, and such authorization may be general
or confined to specific instances. In the absence of other designation, all
deeds, mortgages and instruments of assignment or pledge made by the Corporation
shall be executed in the name of the Corporation by the president or the
Vice-president; the secretary or an assistant secretary, when necessary or
required, shall affix the corporate seal thereto; and when so executed no other
party to such instrument or any third party shall be required to make any
inquiry into the authority of the signing officer or officers.
5.2. Loans. No indebtedness for borrowed money shall be contracted on
behalf of the Corporation and no evidences of such indebtedness shall be issued
in its name unless authorized by or under the authority of a resolution of the
Board. Such authorization may be general or confined to specific instances.
5.3. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, and all notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by or under the authority of a resolution of the Board.
5.4. Deposits. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as may be selected by or under the
authority of a resolution of the Board.
5.5. Voting of Securities Owned by the Corporation. Subject always to the
specific direction of the Board, (a) any shares or other securities issued by
any other corporation and owned or controlled by this Corporation may be voted
at any meeting of security holders of such other corporation by the president of
this Corporation if he is present, or in his absence by any Vice-president of
this Corporation who may be present, and (b) whenever, in the judgment of the
president, or in his absence, of any Vice-president, it is desirable for this
Corporation to appoint a proxy or to execute written consent in respect to any
shares or other securities issued by any other corporation and owned by this
Corporation, such appointment or consent shall be executed in the name of this
Corporation by the president or one of the Vice-presidents of this Corporation,
without necessity of any authorization by the Board, affixation of corporate
seal or countersignature or attestation by another officer. Any person or
persons designated in the manner above stated as the proxy or proxies of this
Corporation shall have full right, power and authority to vote the shares or
other securities issued by such other corporation and owned by this Corporation
the same as such shares or other securities might be voted by this Corporation.
ARTICLE VI
----------
SHARES; CERTIFICATES FOR SHARES; TRANSFER OF SHARES
6.1. Shares May be Represented by Certificates. Shares of the Corporation
may, but need not be, represented by certificates. Except as otherwise provided
by law, the rights and obligations of shareholders are identical whether or not
their shares are represented by certificates.
6.2. Certificates for Shares. If shares of the Corporation are represented
by Certificates, such Certificates shall be in a form, consistent with law, as
shall be determined by the Board. Such certificates shall state the name of the
issuing corporation and that the corporation is organized under the laws of the
State and be signed by the president or a vice-president and by the secretary or
an assistant secretary. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the persons to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be registered upon the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except as provided in
Section 6.8 of these Bylaws.
6.3. Facsimile Signatures and Seal on Certificates. The signature of any
officer upon a certificate may be a facsimile if the certificate is manually
countersigned (a) by a transfer agent other than the Corporation or its
employee, or (b) by a registrar other than the Corporation or its employee. The
seal of the Corporation on any certificate for shares may be a facsimile.
6.4. Signature by Former Officers. If the person who signed (either
manually or in facsimile) a share certificate no longer holds office when the
certificate is issued, the certificate is nevertheless valid.
6.5. Transfer of Shares. Prior to due presentment of a certificate for
shares for registration of transfer, or prior to the registration of transfer of
shares not represented by certificates, the Corporation may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to exercise all the rights and powers of an owner.
Where a certificate for shares is presented to the Corporation with a request to
register for transfer, the Corporation shall not be liable to the owner or any
other persons suffering loss as a result of such registration of transfer if (a)
there were on the certificate the necessary endorsements, and (b) the
Corporation had no duty to inquire into adverse claims or has discharged any
such duty. The Corporation may require reasonable assurance that said
endorsements are genuine and effective and in compliance with such other
regulations as may be prescribed under the authority of the Board. Similarly,
the Corporation shall not be liable to the owner or any other persons suffering
loss as a result of a registration of transfer of shares not represented by a
certificate if evidence of such transfer is presented to the Corporation and the
Corporation had no duty to inquire into adverse claims or has discharged any
such duty. The Corporation may make reasonable inquiries into the validity of
any such transfer and may require reasonable assurance that such transfer is
valid and is in compliance with any other regulations as may be prescribed under
the authority of the Board.
6.6. Restrictions on Transfer. The face or reverse side of each certificate
representing shares shall bear a conspicuous notation of any restriction imposed
by the Corporation, or by an agreement between or among the Corporation and the
shareholders, upon the transfer of such shares. Shareholders holding shares not
represented by certificates shall be informed of any such restrictions upon the
transfer of their shares in accordance with Section 6.7.
6.7. Shares Without Certificates. The Board may authorize the issuance
without certificates of some or all shares of the Corporation's class of shares.
Such authorization shall not affect shares already represented by certificates
until and unless they are surrendered to the Corporation. The secretary shall,
within a reasonable time following the issue or transfer of shares without
certificates, provide to each new shareholder a written statement containing the
name of the Corporation, stating that the Corporation is organized under the
laws of the State, and setting forth the name of the person to whom the shares
are issued, the number and class of shares, including the designation of the
series, if any, of the shares issued to that person, the designations, relative
rights, preferences and limitations applicable to each class, the variations and
rights, preferences and limitations determined for each series, and the
authority of the Board to determine variations for future series. If there are
any restrictions on the transfer of such shares imposed by the Corporation or by
an agreement between or among the Corporation and the shareholders, the
existence of such restriction shall be noted conspicuously in that statement.
6.8. Lost, Destroyed or Stolen Certificates. When the registered owner
claims that his certificate for shares has been lost, destroyed or wrongfully
taken, a new certificate shall be issued in place thereof if the owner (a) so
requests before the Corporation has notice that such shares have been acquired
by a bona fide purchaser; (b) files with the Corporation an indemnity bond in
such amount as is prescribed by the Board; and (c) satisfies such other reason-
able requirements as the Board may prescribe.
6.9. Consideration for Shares. The shares of the Corporation may be issued
for such consideration as shall be fixed from time to time by the Board. The
Board may authorize shares to be issued for consideration consisting of any
tangible or intangible property or benefit to the Corporation, including cash,
promissory notes, services performed, promises to perform services evidenced by
a written contract, or other securities of the Corporation. When such considera-
tion is received by the Corporation for shares to be issued, such shares shall
be deemed fully paid and nonassessable by the Corporation. No share, whether
represented by a certificate or not, shall be issued, and no certificate for any
share shall be issued, until such share is fully paid.
ARTICLE VII
-----------
SEAL
7.1. The Board shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the Corporation and the State
and the words "Corporate Seal."
ARTICLE VIII
------------
AMENDMENTS
8.1. By Shareholders. These Bylaws may be altered, amended or repealed and
new Bylaws may be adopted by action of the shareholders at a meeting of the
shareholders duly called and noticed under the provisions of these Bylaws.
8.2. By Directors. Except as provided herein, these Bylaws may also be
altered, amended or repealed and new Bylaws may be adopted by action of the
Board; provided that no bylaw adopted by the shareholders shall be amended or
repealed by the Board if that bylaw so provides.
8.3. Implied Amendments. Any action taken or authorized by the shareholders
or by the Board, which would be inconsistent with the Bylaws then in effect but
is taken or authorized by affirmative vote of not less than the number of shares
or the number of directors required to amend the Bylaws so that the Bylaws would
be consistent with such action, shall be given the same effect as though the
Bylaws had been temporarily amended or suspended so far, but only so far, as is
necessary to permit the specific action so taken or authorized.
ARTICLE IX
----------
INDEMNIFICATION
9.1. Mandatory Indemnification. The Corporation shall, to the fullest
extent permitted by law, indemnify any person set forth in Section 9.2 against
any liability (including but not limited to any obligation to pay a judgment,
settlement, penalty, fine, or excise tax assessed with respect to an employee
benefit plan), and any expense (including but not limited to counsel fees), and
the Corporation shall advance to such person any reasonable expense, where such
liability or expense is incurred by such person in connection with any
proceeding. "Proceeding" for purposes of this Article IX shall include any
threatened, pending or completed action, suit or proceeding of any nature,
whether civil, criminal, administrative or investigative. Such rights of
indemnification and the advancement of expenses shall inure to the benefit of
the heirs, executors, administrators and personal representatives of such a
person and shall not be deemed exclusive of any other rights to indemnification
against liabilities or the advancement of expenses to which a party may be
entitled under any written agreement, board resolution, vote of shareholders or
law. The Corporation shall take any affirmative action necessary to effect such
indemnification or advancement of expenses under the requirements of applicable
law, including, without limitation, the requirements of Sections 607.0850(2),
607.0850(4) and 607.0850(5), Florida Statutes.
9.2. Indemnities. The mandatory indemnification provided for in Section 9.1
is available to any person who was or is a party or threatened to be made a
party to any proceeding by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of any
other corporation or enterprise, with respect to liabilities and expenses
arising from such proceeding.
9.3. Permissive Supplementary Benefits. The Corporation may, but shall not
be required to, supplement the rights of indemnification and advancement of
expenses under this Article IX by (a) purchasing insurance on behalf of any one
or more of such persons, whether or not the Corporation would be obligated to
indemnify or advance expenses for such person under this Article IX, (b)
entering into individual or group indemnification agreements with any one or
more of such persons, and (c) advancing related expenses to such a person.
9.4. Amendment. This Article IX may be amended or repealed only by action
of the shareholders and not by action of the Board.
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Amendment No. 4 to Registration Statement No.
333-80475 of DoctorSurf.com, Inc. of our report dated September 30, 1999
appearing in the Prospectus, which is part of this Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
DELOITTE & TOUCHE LLP
Certified Public Accountants
Tampa, Florida
October 12, 1999
