As filed with the Securities and Exchange Commission on August 2, 1999
Registration No. 333-80475
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
AMENDMENT NO. 1
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 Identification No.)
organization) Number)
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
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>
SUBJECT TO COMPLETION DATED ________________, 1999
[LOGO]
DOCTORSURF.COM, INC.
25,000,000 shares of common stock
Doctorsurf is offering 25,000,000 shares of common stock. The shares
are being distributed by us at no cost to doctors who become secured members on
the Company's Web site in exchange for their providing us with biographical and
certain other personal information. This offering is not being underwritten. We
will not receive any proceeds from the offering of the common stock.
No public market for the common stock currently exists for the common
stock. The common stock is not listed on any national securities exchange or the
Nasdaq Stock Market, and we have not applied to list the common stock on any
exchange or the Nasdaq Stock Market.
We urge you to read the "Risk Factors" beginning on page 5 before
making a decision to purchase any shares.
------------------ ----------------------------- ---------------------------
Price to Public Proceeds to Company
------------------ ----------------------------- ---------------------------
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) 544-8866.
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.
<PAGE>
TABLE OF CONTENTS
Page
----
RISK FACTORS...................................................................1
USE OF PROCEEDS................................................................6
DIVIDEND POLICY................................................................6
CAPITALIZATION.................................................................6
MANAGEMENT'S PLAN OF OPERATION.................................................7
BUSINESS ......................................................................9
MANAGEMENT....................................................................12
PRINCIPAL SHAREHOLDERS........................................................15
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................17
DESCRIPTION OF SECURITIES.....................................................18
PLAN OF DISTRIBUTION..........................................................19
MARKET FOR COMMON STOCK.......................................................20
SHARES AVAILABLE FOR FUTURE SALE..............................................20
EXPERTS 21
LEGAL MATTERS.................................................................21
HOW TO GET MORE INFORMATION...................................................21
FINANCIAL STATEMENTS.........................................................F-1
<PAGE>
RISK FACTORS
This offering involves a substantial number of significant risks. You
should carefully consider the risks relating to our business and our common
stock, together with the other information described in this document. If any of
the following actually occur, our business could lose revenues and possibly
cease operations.
Because we have no operating history, we may not be able to successfully manage
our business or achieve profitability.
DoctorSurf was formed in April 1999 and plans to establish its Web site
during the fourth quarter of 1999. Accordingly, we have no operating history on
which you can base your evaluation of our business and prospects. 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, and we may not be able to successfully manage our business to
achieve or maintain profitability.
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 the sale of the common stock.
Moreover, we currently have no revenue and do not expect to have any revenue
until we commence operations following this offering. We currently anticipate
that we have sufficient capital to meet our needs for working capital and
capital expenditures for at least the next 12 months. However, we plan to raise
an additional $10 to $20 million through a future private placement of our
preferred stock within the next twelve months. There can be no assurance that
additional financing will be available on terms favorable to us, or at all. If
adequate funds are not available or not available on acceptable terms, we may
not be able to fund our future operations, promote our brand as we desire,
develop or enhance services or respond to competitive pressures. Any such
inability could have a material adverse effect on our business, results of
operations and financial condition.
A failure of our computer equipment and software systems could result in lost
revenues.
The performance of our Web site is important to our reputation, our
ability to attract subscribers and advertisers. Our operations are susceptible
to outages and interruptions due to fire, floods, power loss, telecommunications
failures, break-ins, and similar events. Any system failure that causes an
interruption or an increase in response time of our services could result in
fewer potential subscribers. System failures, if prolonged, could reduce the
attractiveness of our services to potential subscribers.
Our Web site is subject to security risks that could result in liability or
reduced revenues.
Despite our implementation of network security measures, our servers
are vulnerable to computer viruses, break-ins, and similar disruptions from
unauthorized tampering with our computer systems. Unauthorized access could
result in jeopardizing confidential information, which could deter potential Web
site subscribers and result in liability claims against us. We
<PAGE>
do not carry sufficient insurance to compensate for losses that may occur as a
result of any of these events.
Our success depends on the services Dr. Sharma and Mr. Taneja.
We believe that our success is largely dependent upon the efforts,
direction and guidance of Dr. Rakesh K. Sharma and Jugal K. Taneja, the
Company's founders. The loss of the services of either Dr. Sharma or Mr. Taneja
would have a detrimental impact on our business.
We will compete with similar Internet companies.
The market for Internet products and services is highly competitive.
There are no substantial barriers to entry in these markets, and we expect that
competition will continue to intensify as more people use the Internet and new
companies appear.
As we expand the scope of our Internet services, we will compete
directly with a greater number of Internet sites and other online providers who
offer competitive products or services addressing medical topics on the
Internet. Increased competition in medicine-related Internet services may reduce
the number of visitors and secured members on, and interested in advertising on,
our Web site.
Possible changes in government regulation of the Internet service providers may
increase our costs and lower our profits.
A number of legislative and regulatory proposals under consideration by
federal, state, local and foreign governmental organizations may lead to laws or
regulations concerning various aspects of the Internet, including:
o online content;
o user privacy;
o taxation;
o access charges;
o liability for third-party activities; and
o jurisdiction.
In addition, 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.
Certain telephone carriers claim that the increasing popularity of the
Internet has burdened the existing telecommunications infrastructure and that
many areas with high Internet use are experiencing interruptions in telephone
service. These carriers have petitioned the
2
<PAGE>
Federal Communications Commission to impose access fees on Internet service
providers. If these access fees are imposed, the costs of communicating on the
Internet could increase, possibly leading to lost revenues.
The Internet market changes rapidly, and we may not be successful in adapting to
new technologies.
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. Our pursuit of these technological advancements would require
substantial time and expense. 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. We are unable to predict whether we will have the necessary
resources to effectively adapt to increased usage of the Internet or to new
technological developments.
Our efforts to enhance brand awareness and to protect our trade name may be
unsuccessful, which would affect our financial performance.
We believe that establishing and maintaining the DoctorSurf.com brand
name and its reputation is an important aspect of our efforts to attract
subscribers and advertisers to our Web site and expand our technology services.
Our ability to market our Web site is crucial in light of the growing number of
Internet sites and the relatively low barriers to entry in the Internet service
provider market. If we fail to adequately promote and maintain our brand name,
or if consumers confuse similar medical-related Web sites with ours, our ability
to attract subscribers will be diluted and our business could suffer.
We depend on software provided to us by third parties and, accordingly, we may
experience delays and increased costs if demand for these items continues to
increase.
Our products and services will rely on software licensed to us by third
parties. We believe there are other sources for most of the specialized software
we will license and that we could replicate the functionality of this software.
However, because our products incorporate software developed and maintained by
third parties, and because we will license from third parties certain industry
standard software products that cannot be replicated, we depend on those third
parties to:
o deliver and support reliable products;
o enhance their current products;
o develop new products on a timely and cost-effective basis; and
o respond to emerging industry standards and other technological
changes.
3
<PAGE>
In addition, the third party software currently used in our products
and the delivery of our services may become obsolete or incompatible with the
products and services we offer in the future. If we have to replace third-party
software for any of those reasons, our business could suffer during the
replacement period.
We may experience problems from our computer systems that are not ready on a
timely basis to process information associated with the year 2000.
Because our Web site depends on computer systems and Internet access
through telecommunications networks, we may be particularly vulnerable to
liability, increased costs and damage to the reputation we would like to build
as a reliable and secure Internet access provider if our computer systems or the
computer software provided by others with whom we have business relationships
fail to operate properly in the Year 2000 and beyond. These problems could be
particularly damaging to us if they occur during our beginning stages of
operations when our Web site subscribers may still be evaluating our services
and products and when our plan to create a brand name is still in an early and
critical stage. See "Management's Discussion & Analysis of Financial Condition
and Results of Operations--Year 2000."
Because there is a limited market for our stock and restrictions on transfer may
apply, you may not be able to sell our common stock.
The common stock is not listed on any securities exchange or the Nasdaq
Stock Market. No public trading market in our stock has exists, and we cannot
assure you that one will develop. The failure to develop an active trading
market for the common stock could adversely effect the value of your shares. In
addition, under federal and state securities laws, your transfer of our stock
may be subject to restrictions. Therefore, you may not be able to freely
transfer your shares and, when transfer is permissible, you may not realize the
value they would receive if the common stock were not subject to any
restrictions on transferability.
Our Articles of Incorporation and Bylaws contain provisions that could
discourage a takeover.
The Articles of Incorporation of the Company authorize the board of
Directors of the Company to issue shares of preferred stock and to establish the
preferences and rights of any preferred stock issued. If DoctorSurf were to
issue additional preferred stock, it could have the effect of delaying or
preventing a change in control of the Company, even if a change in control were
in the shareholders' interests.
A large percentage of our shares are held by our officers and directors, which
could reduce your ability to participate in corporate actions.
Our current executive officers and directors will beneficially own or
have voting control over approximately 28.37% of the outstanding common stock
following the offering. Accordingly, these individuals will have the ability to
influence the election of the company's directors and effectively to control
most corporate actions. Also, this concentration of
4
<PAGE>
ownership may also have the effect of delaying, deterring or preventing a change
in control of the company.
You may not be able to sell our common stock due to potential illiquidity if our
common stock becomes subject to penny stock regulations.
Because the common stock is not listed on any securities exchange and
does not have a trading price of at least $5 per share, our common stock stock
is subject to federal penny stock. As a result, the market liquidity for the
shares 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
your shares.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. We intend to
identify forward-looking statements by the use of words such as "believe",
"intend", "plan", "may", "will", "expect", or "should", "could", "estimate",
"anticipate", "possible", "probable", "continue", or similar terms. The risk
factors set forth in this prospectus identify important factors that could cause
actual results to differ materially from those in the forward-looking
statements. We have compiled the forward-looking statements in this prospectus
based on assumptions that we believe are reasonable and on information that is
currently available to us. Actual future results may differ significantly from
the results discussed in the forward-looking statements.
You should not place undue reliance on these forward-looking statements
which apply only as of the date of this prospectus, and you are urged to consult
with your advisors with respect to those statements.
5
<PAGE>
USE OF PROCEEDS
We will not receive any proceeds from this offering. We are issuing the
shares at no cost to doctors who become secured members on the Company's Web
site in exchange for their providing DoctorSurf with biographical and certain
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 the Company's financial condition, operating results,
current and anticipated cash needs and plans for expansion.
CAPITALIZATION
The following table sets forth, at May 14, 1999, (1) the actual
capitalization of the Company (2) the pro forma reflecting the contemporaneous
private offering of 750,000 shares of common stock and the receipt of the
subscription receivable and (3) as adjusted to give effect to the sale by the
Company of the 25,000,000 shares, at the offering price of $0.00 per share and
after deducting other estimated offering expenses. This table should be read in
conjunction with the consolidated financial statements of the Company and
related notes included elsewhere in this prospectus.
<TABLE>
<CAPTION>
May 14, 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
Shareholders' equity
preferred stock ($0.01 par value; 5,000,000 shares............... ------ ------- ---
authorized, none issued and outstanding)
common stock, $ 0.01 value, 95,000,000 shares.................... .......$250,000 .......$750,000 .....$1,000,000
authorized;
25,750,000 actual shares issued and outstanding;
s50,750,000 shares issued and outstanding as adjusted
Subscription Receivable.......................................... ........$(5,000) .........$5,000 .............$0
Retained Earnings................................................ .............$0 .............$0 .............$0
Total Shareholders' Equity....................................... .......$245,000 .......$755,000 .....$1,000,000
Total Capitalization................................................. .......$245,000 .......$755,000 .....$1,000,000
</TABLE>
At the present time, the Company is determining the fair value of the
shares of common stock offered in this offering and once it is determined, the
shares will be charged to operations as promotions cost at the time of their
issuance.
6
<PAGE>
MANAGEMENT'S PLAN OF OPERATION
Overview
DoctorSurf plans to derive revenue primarily from businesses that are
interested in using the DoctorSurf Internet Web site to advertise their services
and products. Also, the Company plans to derive revenue from fees paid by
companies that are interested in enrolling doctors in on-line surveys and from
pharmaceutical research and drug manufacturing companies for enrolling doctors
in on-line clinical drug trials through our Web site.
A key factor in attracting advertising revenue is the size of
DoctorSurf's subscriber base. DoctorSurf plans to build a subscriber base by
offering the following services and products to each doctor who logs onto the
DoctorSurf.com Web site and registers as a "secured member" by providing
personal information:
0 Free e-mail- an e-mail account in the form of [email protected]
upon initial registration at the Web site
0 Discussion Forums - the ability to create and participate in Web forums
that address a variety of medical issues, including new procedures and
insurance
0 Interactive chats- the choice of participating in real-time or delayed
discussions on topics of their choice
0 Practice Management - an on-line means to organize and manage patient
records, research diseases and consult with legal advisers
0 Integrated Bulletin boards - the opportunity to post comments on
ongoing discussions or on topics of interest, give feedback or propose
a subject to discuss
0 Live Video Conferencing - participation in live video conferences with
their favorite speakers
0 Calendar & Personal Schedule - personal calendar and schedule to keep
track of important dates and events
0 Live Medical Procedures - the unique and exciting opportunity to watch
live medical procedures through state of the art Internet technology
0 Educational Credits - the ability to earn continuing medical
educational credits, or CME, through on-line courses
0 Pearl of the Day - the DoctorSurf.com Web site will provide fun and
informational daily pearls of wisdom on a variety of topics
The secured members on the Web site do not have to accept the Company'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 such as 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, the
Company
7
<PAGE>
expects to be able to attract doctors to visit the Web site and become secured
members through alternative methods.
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. will develop and launch a customized, interactive Web site.
It will provide graphic art design, programming and layout services, implement
secured encryption technologies, and create an e-mail solution for the Web site.
The Company's ongoing costs and expenses include the monthly fee
charged by Weblink Communications to host and update our Web site and salaries
to our employees, as well as sales and marketing expenses that will be incurred
to acquire additional subscribers on the Web site. DoctorSurf plans to hire
additional sales and marketing personnel and in-house computer programmers as
the subscriber base increases.
Liquidity and capital resources
DoctorSurf believes that the $1 million proceeds from its previous
private placements will provide the cash required to fund existing operations
for at least twelve months following the consummation of the offering. However,
the Company anticipates raising an additional $10 to $20 million through a
future private placement of preferred stock within the next twelve months.
Year 2000
With the year 2000 approaching, many businesses and institutions are
reviewing and modifying their computer systems to ensure they accurately process
transactions involving dates after December 31, 1999. This effort is necessary
because many existing computer systems and software products use only two digits
to identify a year in the date field and assume that the first two digits of the
year are always "19." Consequently, on January 1, 2000, computers that are not
Year 2000 compliant may read the year as 1900. Computer systems that calculate,
compare or sort using the incorrect date may malfunction causing data
corruption, system failures or disruptions of operations. The Company's failure
to address potential Year 2000 malfunctions in our computer and non-information
technology equipment and systems could result in our suffering business
interruption, financial loss, reputational harm and legal liability.
8
<PAGE>
BUSINESS
Introduction
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 is actively
working on activating its DoctorSurf.com Web site during the fourth quarter of
1999. The Company's principal executive office is located at 6950 Bryan Dairy
Road, Largo, Florida 33777 and its telephone number is (727) 441-8663.
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. 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 an independent
research company, Jupiter Communications, expenditures for online health and
medical advertising will grow to approximately $265 million by 2002. Overall,
Jupiter Communications predicts that by 2002, North American companies will
spend $7.7 billion advertising online.
Our products and services
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, or CME, courses
to obtain required educational credits easily and conveniently. Through various
national marketing efforts such as 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.
9
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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. Upon registration at the Web site, the
information will be verified and the medical license and/or DEA number will be
matched electronically against a database to qualify the doctor for membership.
Once inside the Web site, doctors who are secured 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 secured members
may participate fully in the Web site even if they do not wish to receive free
shares.
Doctors who are secured members on the Web site will also be given a
discount on all products and services from companies that we believe will be
interested in being linked with the Web site, given the advertising potential
for our site. Jupiter Communications predicts that direct marketing in the
pharmaceutical sector will be the major contributor to growth of the Internet
health advertising industry, with pharmaceutical direct-to-consumer advertising
accounting for 50% of total revenue by 2002. 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 secured 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 an unsecured visitor's section through
which interested persons can take advantage of some of the Web site's features,
such as access to a health library and medical news hyperlinks, without
divulging the personal information needed to become a secured member.
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:
o Create and implement a state-of-the art Web site through our
contract with Weblink Communications -- we plan to have the site
completed by the end of the fourth quarter of 1999 at an estimated
cost of $500,000
o Sign up doctors to be secured members on the Web site, through our
marketing efforts and through our offer for free shares
o Enter into advertising arrangements with different businesses and
companies that are interested in advertising on our Web site,
given the demographics of our subscriber base
o Continually upgrade our Web site to add new medical information
and services to visitors and secured members
10
<PAGE>
Contractual arrangements
DoctorSurf has entered into a technology agreement with WebLink
Communications, Inc. to create and implement a secure, state-of-the-art 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.
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.
Competition
Due to the rapid expansion of the Internet, the market for Internet
services and products is intensely competitive and rapidly changing. DoctorSurf
competes, directly and indirectly, for subscribers, and advertisers with other
online services or Web sites targeted to the healthcare industry generally such
as mdavice.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 secured 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.
Personnel
DoctorSurf intends to outsource its work through its contractual
arrangement with Weblink Communications, Inc. until it reaches a certain level
of profitability. 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.
11
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We have employed a Chief Technology Officer and are in the process of
employing 7 other full-time employees, comprising three computer programmers,
two Web site designers, one data processor, and one secretary.
Legal proceedings
We are not a party to any material legal proceedings.
MANAGEMENT
Directors and executive officers
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 Term
- ------------------------ ------- ------------------------------- ----------------------------------------------
<S> <C> <C> <C>
Rakesh K. Sharma, M.D. 42 Member of board, President Has served as director since April, 1999;
term expires in 2000
- ------------------------ ------- ------------------------------- ----------------------------------------------
Jugal K. Taneja 55 Member of board, Has served as director since April, 1999;
Vice-president and Secretary term expires in 2000
- ------------------------ ------- ------------------------------- ----------------------------------------------
Sanjiv Kapil, M.D. 31 Vice-president Has served as an officer since May 18, 1999;
term expires in 2000
- ------------------------ ------- ------------------------------- ----------------------------------------------
Mahesh Amin, M.D. 43 Vice-president Has served as an officer since May 18, 1999;
term expires in 2000
- ------------------------ ------- ------------------------------- ----------------------------------------------
Umesh Choudhry, M.D. 38 Vice-president Has served as an officer since May 18, 1999;
term expires in 2000
- ------------------------ ------- ------------------------------- ----------------------------------------------
R.S. Puri, M.D. 63 Vice-president Has served as an officer since May 18, 1999;
term expires in 2000
- ------------------------ ------- ------------------------------- ----------------------------------------------
Martin A. Traber 53 Member of board Has served as director since April, 1999;
term expires in 2000
- ------------------------ ------- ------------------------------- ----------------------------------------------
</TABLE>
Each of DoctorSurf's directors is elected at the annual meeting of
shareholders and serves until the annual meeting and until his or her successor
is elected and qualified, or until his or her earlier death, resignation, or
removal. DoctorSurf is not currently paying any compensation to directors for
their service on the board.
12
<PAGE>
Dr. Rakesh K. Sharma is DoctorSurf's President and serves on the board
of directors. 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
serves on the board of directors. 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.
Martin A. Traber serves on DoctorSurf's board of directors. 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.
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.
13
<PAGE>
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. Mr. Taneja also serves part-time in his capacity as Vice-president
and Secretary, as well as Drs. Kapil, Amin, Choudhry and Puri in their
capacities as Vice-presidents of DoctorSurf.
We have hired John Seeman to be our full-time Chief Technology Officer
starting August 1, 1999. Mr. Seeman worked as a developer of the on-line
database applications with an Internet service provider for the last five years,
and he is currently completing a Master's degree in Management of Information
Systems at the University of South Florida.
Executive compensation
No compensation is currently paid to officers of DoctorSurf and we do
not plan to do so. Our Chief Technology Officer, John Seeman, will be paid an
annual salary of $85,000.
Employment agreements
We have not entered into any employment agreement with our employees.
Key-man life insurance arrangements
We have not obtained any key-man life insurance.
14
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding beneficial
ownership of DoctorSurf's common stock as of May 28, 1999, and as adjusted to
reflect the sale of the shares in this offering by DoctorSurf, by (1) each
person who is known to own beneficially more than 5% of the outstanding shares
of DoctorSurf's common stock, (2) each of DoctorSurf's directors, (3) each of
DoctorSurf's officers, and (4) all directors and executive officers of
DoctorSurf as a group:
----------------------------
Percentage
Beneficially Owned
- -------------------------------- ------------------ ------------- --------------
Name and Address of Number of Prior to After
Beneficial Owner shares offering offering
- -------------------------------- ------------------ ------------- --------------
Rakesh K. Sharma 5,000,000 19.42% 9.85%
1819 Alicia Way
Clearwater, FL 33764
- -------------------------------- ------------------ ------------- --------------
21st Century Health Care Fund 2,500,000 9.71% 4.93%
7270 Sawgrass Point Drive
Pinellas Park, FL 33782
- -------------------------------- ------------------ ------------- --------------
Carnegie Capital Ltd. 2,500,000 9.71% 4.93%
7270 Sawgrass Point Drive
Pinellas Park, FL 33782
- -------------------------------- ------------------ ------------- --------------
John Armbruster 2,500,000 9.71% 4.93%
665 Bay Esplanade #4
Clearwater, FL 33767
- -------------------------------- ------------------ ------------- --------------
Brod Living Trust 2,500,000 9.71% 4.93%
1 Cedar Glen Drive
Blairstown, NJ 07825
- -------------------------------- ------------------ ------------- --------------
Stephen M. Watters 2,500,000 9.71% 4.93%
6950 Bryan Diary Road
Largo, FL 33777
- -------------------------------- ------------------ ------------- --------------
R.S. Puri 1,000,000 3.88% 1.97%
1209 Lakepoint Terrace
Lakeland, FL 33813
- -------------------------------- ------------------ ------------- --------------
Mahesh Amin 1,000,000 3.88% 1.97%
1802 Nottingham Care
Clearwater, FL 33764
- -------------------------------- ------------------ ------------- --------------
Sanjiv Kapil 1,000,000 3.88% 1.97%
207 S. Coolidge Avenue
Tampa, FL 33609
- -------------------------------- ------------------ ------------- --------------
Jugal K. Taneja 900,000 22.91%* 11.63%*
7270 Sawgrass Point Drive
Pinellas Park, FL 33782
- -------------------------------- ------------------ ------------- --------------
15
<PAGE>
Umesh Choudhry 500,000 1.94% .99%
7920 Oliver Road
Largo, FL 33777
- -------------------------------- ------------------ ------------- --------------
Martin A. Traber 0 0% 0%
Foley & Lardner
100 N. Tampa Street
Suite 2700
Tampa, FL 33602
- -------------------------------- ------------------ ------------- --------------
All current directors
and officers as a 14,400,000 55.92% 28.37%
group (seven persons)
- --------------------------------------------------------------------------------
*Mr. Taneja is the beneficial owner of all of the shares owned by 21st Century
Health Care Fund and Carnegie Capital Ltd., and with those entities,
beneficially owns 22.91% of DoctorSurf's common stock prior to the offering and
11.63% after the offering.
16
<PAGE>
CERTAIN 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, has
constructive control of that company. 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 founders of DoctorSurf at a price of $.01 per
share:
- -------------------------- -------------------------------- -------------------
Name Position Number of shares
- -------------------------- -------------------------------- -------------------
Rakesh K. Sharma, M.D. Member of board of directors,
President 5,000,000
- -------------------------- -------------------------------- -------------------
Jugal K. Taneja* Member of board of directors,
Vice-president and Secretary 900,000
- -------------------------- -------------------------------- -------------------
Sanjiv Kapil, M.D. Vice-president 1,000,000
- -------------------------- -------------------------------- -------------------
Mahesh Amin, M.D. Vice-president 1,000,000
- -------------------------- -------------------------------- -------------------
Umensh Choudhry, M.D. Vice-president 500,000
- -------------------------- -------------------------------- -------------------
R.S. Puri, M.D. Vice-president 1,000,000
- -------------------------- -------------------------------- -------------------
* 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.
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
Jugal K. Taneja and Dr. Rakesh Sharma have promoted our shares, but
have not received any compensation in return.
17
<PAGE>
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 April 1999, DoctorSurf issued 25,000,000 shares of common stock to
sixteen founders of DoctorSurf in a private placement exempt from registration
under Rule 506 of Regulation D of the Securities Act of 1933. Also, DoctorSurf
is contemporaneously offering 750,000 shares in a private placement exempt from
registration under Rule 506 of Regulation D of the Securities Act of 1933. 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.
After completion of the offering and the contemporaneous private
offering, 50,750,000 shares of common stock will be issued and outstanding.
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.
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.
18
<PAGE>
PLAN OF DISTRIBUTION
We plan to distribute 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:
o A doctor who logs onto our Web site will have the option of becoming a
"secured member" by completing an on-line application that asks for
certain personal information such as name, address, type of practice
and specialty, license and Drug Enforcement Agency, or DEA, number,
annual income, and personal interests.
o 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 disclaimer that a registration
statement has been filed with the SEC, and offer a hyperlink to the
prospectus. The doctor may then confirm that he or she has read and
understood the prospectus and would like to receive the free shares by
clicking on another box.
o A doctor who is interested in receiving the free shares will also be
able to indicate his or her preference in the method of receiving the
shares: 1) by electronic allocation through a stock transfer agent; or
2) by an actual stock certificate mailed to the doctor.
o Once the doctor clicks on a box confirming that he or she has read and
understood the prospectus and indicated a preference on how he or she
would like to receive the 100 free shares, we will either allocate the
100 shares to that doctor electronically through our stock transfer
agent or by mailing a stock certificate evidencing ownership of those
shares to the doctor.
All secured members who indicate an interest in receiving our free
shares and complete the online application will receive the same amount, 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.
19
<PAGE>
MARKET FOR COMMON STOCK
There is no public trading market for the common stock. Currently,
there are eighteen holders of record for the common stock. No cash dividends
have ever been declared on the common stock.
SHARES AVAILABLE FOR FUTURE SALE
Upon completion of the offering and the contemporaneous private
offering, DoctorSurf will have 50,750,000 shares of common stock outstanding.
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,
except that any shares purchased by "affiliates" of DoctorSurf, as that term is
defined in Rule 144 under the Securities Act, may generally be sold only in
compliance with the limitations of Rule 144 described below. The remaining
approximately 25,750,000 shares of common stock will be deemed "Restricted
shares" under Rule 144. None of the Restricted shares are eligible for sale in
the public market immediately after the offering under Rule 144(k) under the
Securities Act.
In general, under Rule 144 as recently amended, beginning approximately
90 days after the effective date of the registration statement of which this
prospectus is a part, a shareholder, including an affiliate, who has
beneficially owned his or her restricted securities within the meaning of Rule
144 for at least one year from the later of the date the securities were
acquired from DoctorSurf or (if applicable) the date they were acquired from an
affiliate, is entitled to sell, within any three-month period, a number of
shares that does not exceed the greater of: (1) 1% of the then outstanding
shares of common stock, which will be approximately 507,500 immediately after
the offering or (2) the average weekly trading volume in the common stock during
the four calendar weeks preceding the date on which notice of the sale was filed
under Rule 144, provided requirements concerning availability of public
information, manner of sale and notice of sale are satisfied.
In addition, under Rule 144(k), if a period of at least two years has
elapsed between the later of the date restricted securities were acquired from
DoctorSurf or, if applicable, the date they were acquired from an affiliate of
DoctorSurf, a shareholder who is not an affiliate of DoctorSurf at the time of
sale and has not been an affiliate of DoctorSurf for at least three months prior
to the sale is entitled to sell the shares immediately without compliance with
the requirements under Rule 144.
20
<PAGE>
EXPERTS
The balance sheet of DoctorSurf.com, Inc. as of May 14, 1999, appearing
in this prospectus has been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report appearing herein and is included in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.
LEGAL MATTERS
Foley & Lardner will pass upon certain legal matters for DoctorSurf.
Martin A. Traber, a partner at Foley & Lardner, also serves on the Company'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 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 (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.
21
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of DoctorSurf.com, Inc.:
We have audited the accompanying balance sheet of DoctorSurf.com, Inc. (the
"Company") as of May 14, 1999. This financial statement is the responsibility of
the Company's management. Our responsibility is to express an opinion on this
financial statement 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 balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall balance sheet presentation. We believe that our audit
of the balance sheet provides a reasonable basis for our opinion.
In our opinion, such balance sheet presents fairly, in all material respects,
the financial position of the Company as of May 14, 1999 in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Tampa, Florida
May 19, 1999
F-1
<PAGE>
DOCTORSURF.COM, INC.
BALANCE SHEET
AS OF MAY 14, 1999
- --------------------------------------------------------------------------------
ASSETS
CASH AND CASH EQUIVALENTS $245,000
========
LIABILITIES AND SHAREHOLDERS' EQUITY
SHAREHOLDERS' 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
Subscription Receivable (5,000)
--------
Total shareholders' equity $245,000
========
See notes to balance sheet
F-2
<PAGE>
DOCTORSURF.COM, INC.
NOTES TO BALANCE SHEET
AS OF MAY 14, 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. 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 third quarter of 1999. The
Company's fiscal year end is December 31.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash Equivalents - The Company considers investments with
original maturities of three months or less to be cash
equivalents.
3. SUBSCRIPTION RECEIVABLE
On May 14, 1999, sixteen individuals purchased 25,000,000
common shares of the Company in exchange for $245,000 in cash
and a receivable for $5,000. The $5,000 receivable is shown as
a subscription receivable in the accompanying balance sheet.
4. SUBSEQUENT EVENTS
The Company is in the process of preparing a private placement
memorandum for the issuance of 750,000 shares for an estimated
price of $1 per share. In addition, the Company is in the
process of preparing 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.
* * * * * *
F-3
<PAGE>
We have not authorized anyone to
provide any information or to make
any representations in connection
with this offering other than the 25,000,000 SHARES
information or representations
contained in this prospectus. You
should not rely on any additional
information or representations if
made. DOCTORSURF.COM, INC.
This prospectus does not constitute
an offer to sell or a solicitation
of an offer to buy any security:
o except the common stock offered by
this prospectus;
o in any jurisdiction in which the
offer or solicitation is not
authorized;
o in any jurisdiction where the
dealer or other salesperson is not
qualified to make the offer or
solicitation;
--------------
o to any person to whom it is
unlawful to make the offer or PROSPECTUS
solicitation; or
--------------
o 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:
o there have been no changes in the
affairs of DoctorSurf after the
date of this prospectus; or
o the information contained in this
prospectus is correct after the
date of this prospectus.
------------------
22
<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
=======================
Total.............................. $ 59,450
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 April 1999, DoctorSurf issued a total of 25,000,000 shares of common
stock to sixteen founders of DoctorSurf at $.01 per share pursuant to an
exemption from registration under Rule 506 of Regulation D of the Securities Act
of 1933. Subsequent to the May 14, 1999 balance sheet date, Jugal K. Taneja, one
of the Company's shareholders, sold shares to two additional investors in a
private transaction. DoctorSurf is also offering, contemporaneous with this
offering, a total 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.
23
<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
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 offers or sales of
securities are being made, 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
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. (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
a prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume
24
<PAGE>
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 with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.
(2) For the purpose of 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 such
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 or persons
controlling DoctorSurf under the provisions outlined above, DoctorSurf has been
informed that in the opinion of the Securities and Exchange Commission that type
of indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable.
25
<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. 1 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 30th day of
July, 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.
Signature Title Date
- --------- ----- ----
/s/ Rakesh K. Sharma President and Director (Principal July 30, 1999
Rakesh K. Sharma Executive Officer)
/s/ Jugal K. Taneja Vice-president and Director July 30, 1999
Jugal K. Taneja (Principal Financial and
Accounting Officer)
/s/ Martin A. Traber Director July 30, 1999
Martin A. Traber
Exhibit 3.1a
ARTICLES OF INCORPORATION
OF
DOCTORSCHAT.COM, INC.
Pursuant to the Florida Business Corporation Act, the undersigned
incorporator of DoctorsChat.com, Inc., a Florida corporation (the
"Corporation"), hereby adopts the following Articles of Incorporation for the
Corporation:
ARTICLE I
NAME AND ADDRESS
The name of the Corporation is DoctorsChat.com, Inc. The Corporation's
principal office and mailing address is 6950 Bryan Dairy Road, Largo, Florida
33777.
ARTICLE II
BUSINESS AND ACTIVITIES
The Corporation may, and is authorized to, engage in any activity or
business now or hereafter permitted under the laws of the United States and of
the State of Florida.
ARTICLE III
CAPITAL STOCK
3.1 Authorized Shares. The Corporation is authorized to issue
100,000,000 shares of capital stock consisting of 95,000,000 shares of common
stock having a par value of $.01 per share ("Common Stock") and 5,000,000 shares
of preferred stock, having a par value of $.01 per share ("Preferred Stock").
The Board of Directors is expressly authorized, pursuant to Section 607.0602 of
the FBCA, to provide for the classification and reclassification of any unissued
class or series of Common Stock or Preferred Stock and the issuance thereof in
one or more classes or series without the approval of the shareholders of the
Corporation, all within the limitations set forth in Section 607.0601 of the
FBCA.
3.2 Common Stock.
(A) Relative Rights. The Common Stock shall be subject to all of
the rights, privileges, preferences, and priorities of the Preferred Stock as
set forth in the Articles of Amendment to these Articles of Incorporation that
may hereafter be filed pursuant to Section 607.0602 of the FBCA to establish or
reclassify a class or series of the Preferred Stock. Except as otherwise
provided in these Articles of Incorporation, each share of Common Stock shall
have the same rights as, and be identical in all respects to, all of the other
shares of Common Stock.
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(B) Voting Rights. Except as otherwise provided by thy the FBCA or
these Articles of Incorporation, and except as may be determined by the Board of
Directors with respect to the Preferred Stock, only the holders of Common Stock
shall be entitled to vote for the election of directors of the Corporation and
for all other corporate purposes. Upon any such vote, each holder of Common
Stock shall, except as otherwise provided by the FBCA, be entitled to one vote
for each share of Common Stock held by such holder. Cumulative voting in the
election of directors shall not be permitted.
(C) Dividends. Whenever there shall have been paid, or declared and
set aside for payment, to the holders of the shares of any class of stock having
preference over the Common Stock as to the payment of dividends, the full amount
of dividends and of sinking fund or retirement payments, if any, to which such
holders are respectively entitled in preference to the Common Stock, then the
holders of record of the Common Stock, and the holders of any class or series of
stock entitled to participate therewith as to dividends, shall be entitled to
receive dividends, when, as, and if declared by the Board of Directors, out of
any assets legally available for the payment of dividends thereon.
(D) Dissolution, Liquidation, Winding Up. In the event of any
dissolution, liquidation, or winding up of the Corporation, whether voluntary or
involuntary, the holders of record of the Common Stock then outstanding, and all
holders of any class or series of stock entitled to participate therewith in
whole or in part as to the distribution of assets, shall become entitled to
participate in the distribution of assets of the Corporation remaining after the
Corporation shall have paid, or set aside for payment, to the holders of any
class of stock having preference over the Common Stock in the event of
dissolution, liquidation, or winding up, the full preferential amounts, if any,
to which they are entitled and shall have paid or provided for payment of all
debts and liabilities of the Corporation.
3.3 Preferred Stock.
(A) Issuance, Designations, Powers. The Board of Directors is
expressly authorized, subject to the limitations prescribed by the FBCA and
these Articles of Incorporation, to provide, by resolution and by filing
Articles of Amendment to these Articles of Incorporation, which shall be
effective without shareholder action pursuant to Section 607.0602(4) of the
FBCA, for the issuance from time to time of the shares of Preferred Stock, to
reclassify the Preferred Stock or designate one or more series of such class and
provide for the issuance thereof, to establish from time to time the number of
shares to be included in each such class or series, to fix the designations,
powers, preferences, and other rights of each such class or series, and to fix
the qualifications, limitations, and restrictions thereon, including, but
without limiting the generality of the foregoing, the following:
(1) the number of shares constituting that class or series and
the distinctive designation of that class or series;
(2) the dividend rate on the shares of that class or series,
whether dividends shall be cumulative, noncumulative, or partially cumulative
and, if so, from which
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date or dates, and the relative rights of priority, if any, of payments of
dividends on shares of that class or series;
(3) whether that class or series shall have voting rights, in
addition to the voting rights provided by the FBCA, and, if so, the terms of
such voting rights;
(4) whether that class or series shall have conversion
privileges, and, if so, the terms and conditions of such conversion, including
provision for adjustment of the conversion rate in such events as the Board of
Directors shall determine;
(5) whether or not the shares of that class or series shall be
redeemable, and, if so, the terms and conditions of such redemption, including
the dates upon or after which they shall be redeemable, and the amount per share
payable in case of redemption, which amount may vary under different conditions
and at different redemption dates as the Board of Directors shall determine;
(6) whether that class or series shall have a sinking fund for
the redemption or purchase of shares of that class or series, and, if so, the
terms and amount of such sinking fund;
(7) the rights of the shares of that class or series in the
event of voluntary or involuntary liquidation, dissolution, or winding up of the
Corporation, and the relative rights of priority, if any, of payment of shares
of that class or series; and
(8) any other relative powers, preferences, and rights of that
class or series, and qualifications, limitations, or restrictions on that class
or series.
(B) Dissolution, Liquidation, Winding Up. In the event of any
liquidation, dissolution, or winding up of the Corporation, whether voluntary or
involuntary, the holders of Preferred Stock of each class or series shall be
entitled to receive only such amount or amounts as shall have been fixed by the
Articles of Amendment to these Articles of Incorporation or by the resolution or
resolutions of the Board of Directors providing for the issuance of such class
or series.
ARTICLE IV
REGISTERED OFFICE AND REGISTERED AGENT
The street address of the Corporation's registered office is 200 Laura
Street, Jacksonville, Florida 32202, and its agent for service of process at
such office is F&L Corp.
ARTICLE V
INITIAL BOARD OF DIRECTORS
The number of directors constituting the initial Board of Directors of
the Corporation is three. The initial directors of the Corporation are Dr.
Sharama Rakesh, 6950 Bryan Dairy Road, Largo, Florida 33777; Jugal K. Taneja,
6950 Bryan Dairy Road, Largo, Florida
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33777; and Martin A. Traber, 100 N. Tampa Street, Suite 2700, Tampa, Florida
33602. The number of directors may be increased or decreased from time to time
by the Board of Directors in accordance with the Corporation's Bylaws.
ARTICLE VI
INCORPORATOR
The Corporation's incorporator is Marina A. Choundas, 100 North Tampa
Street, Suite 2700, Tampa, Florida 33602.
IN WITNESS WHEREOF, the undersigned incorporator of the Corporation
has, in accordance with the Florida Business Corporation Act, executed these
Articles of Incorporation effective as of April 15, 1999.
/s/ Marina A. Choundas
Marina A. Choundas, Incorporator
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ACKNOWLEDGMENT OF REGISTERED AGENT
The undersigned, having been designated to accept service of process
for DoctorsChat.com, Inc., at the place indicated in the foregoing Articles of
Incorporation, does hereby accept the appointment as registered agent and does
hereby acknowledge that the undersigned is familiar with and accepts the
obligations of such position as set forth in the Florida Business Corporation
Act.
Executed this 15th day of April, 1999.
/s/ Martin A. Traber
Martin A. Traber
Vice President, F&L Corp.
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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
<PAGE>
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
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adjourned meeting, then notice of the adjourned meeting shall be given as
provided in this Article II to each shareholder 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
inspection 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
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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
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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
delivering 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
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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.
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3.9. Attendance via Telephone Conference Call. Except to the extent
otherwise 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.
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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
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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.
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<PAGE>
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.
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<PAGE>
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
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<PAGE>
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
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<PAGE>
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, and shall
inform the shareholder, in a conspicuous statement, that the Corporation will
furnish the shareholder a full statement of such information on request and
without charge. 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
reasonable 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
consideration 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
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<PAGE>
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
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<PAGE>
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.
-15-
Exhibit 10.1
TECHNOLOGY AGREEMENT
THIS TECHNOLOGY AGREEMENT executed this 20th day of May, 1999, is by
and between Weblink Communications, Inc. (WLCI) and DoctorSurf.com, Inc. (DSI).
WHEREAS WLCI is a company able to provide consulting and technology
expertise for Internet, Internet marketing, Internet business development,
multimedia and other electronic media and marketing products and services.
WHEREAS DSI is in the health products business and desires to used the
services of WLCI, and utilize WLCI as their official technology partner.
THEREFORE, WLCI and DSI wish to form a Technology Agreement for the
purpose of developing a long-term, business relationship upon the following
terms and conditions;
1. Technology Agreement. The parties hereto formally acknowledge a
strategic alliance whereby DSI may utilize WLCI as its official technology
partner, and use WLCI's products and services, to develop their business.
2. WLCI Policies and Procedures. DSI agrees to abide by WLCI policies
and procedures as outlined from time to time by WLCI. Policies and procedures
are designed to allow WLCI to approve of the use of its name by DSI and create
pricing options for any and all WLCI services DSI may utilize pursuant to this
agreement.
3. WLCI RESPONSIBILITIES.
A) Create a coming soon page with member demographic gathering
and indexing capabilities within a database. (see attached
DoctorSurf.com coming soon page agreement attached).
B) Create a member e-mail service that will allow members to
create their own DoctorSurf.com c-mail, and the ability to
send and accept e-mail. (this includes DoctorSurf.com, Inc.
purchasing e-mail server, software, set up costs, dynamic form
generation of sign up approval process, and interface set up.
DoctorSurf.com will administer and maintain e-mail.)
C) Create dynamic membership on line application, and approval
solution.
D) Create two administrative levels of security for staff members
and doctors using ID, password, and DEA number.
E) Internet and marketing consulting and assistance in developing
an Internet business and marketing plan.
<PAGE>
4. DSI Responsibilities.
A) DSI will announce WLCI as its official technology partner
utilizing the products and services available through WLCI.
B) DSI will promote WLCI as its electronic media partner. DSI
will also include announcements of this WLCI alliance in its
brochures, media advertisements and marketing materials where
appropriate, within the guidelines approved by WLCI from time
to time.
C) DSI shall not use the WLCI name, logo or service marks in any
way that would damage the integrity or value of WLCI.
D) DSI may responsibly use the Weblink name, logo or service
marks in press release with the approval of WLCI, which
approval shall not be unreasonably withheld.
E) DSI may use the Weblink name, logo or service marks in a
memorandum or prospectus naming WLCI [as DSI's official
technology and strategic alliance partner pursuant to the
rules and regulations governing such disclosures by any
regulatory agency.
5. Fees Payable to WLCI. DSI agrees to pay WLCI the following fees as
scheduled below: DSI shall pay WLCI Fourteen Thousand Four Hundred Fifty Dollars
($14,450.00) for the above mentioned services. Payment to be made at the time
this agreement is executed.
6. Licensing Rights. During the Term of this Technology Agreement. DSI
shall have the non-exclusive right and license to use the WLCI name, logo and
service marks in the markets within their own name, logo and service marks
materials with the understanding that DSI will maintain its own brand, pursuant
to paragraph 4 above.
7. Control Person. Each party hereto will appoint a single Control
Person who is responsible for all communication to and from the other party. The
initial DSI Control Person is Steve Watters and the initial WLCI Control Person
is John Armbruster. These Control Persons may be changed from time to time as
deemed necessary. If it is the Control Person's responsibility to communicate
the other party's request to his own organization, to provide reports to the
other party as necessary, to provide for a backup Control Person in his own
absence and to track projects for deadline and completion purposes.
8. Captions. The captions, headings, and arrangements used in this
Partnership Agreement are for convenience only and do not in any way affect,
limit, amplify, or modify the terms and provisions proposed here.
9. Assignment. This Strategic Alliance Agreement is not assignable by
either party unless agreed to in writing by both parties.
2
<PAGE>
10. Term and Termination. The term of this Technology Agreement shall
be for one year.
11. Indemnification.
A) By WLCI
WLCI shall indemnify DSI and hold it harmless from any and all
claims, losses, deficiencies, damages, liabilities, costs, and expenses
(including but not limited to reasonable attorneys' fees and all related costs
and expenses of reviewing, contesting and/or settling such claim) incurred by
DSI as a result of any claim, judgment or adjudication against DSI arising from:
(i) any breach or allegation which, if true, would constitute a breach of any of
WLCI's obligations, representations or warranties hereunder; or (ii) the actions
or omissions of WLCI its officers, directors, employees, independent
contractors, agents, assigns or any other person or entity working under the
supervision of or at the direction of WLCI, provided that DSI (a) promptly
notifies WLCI in writing of any such claim and gives WLCI the opportunity to
defend or settle any such claim at WLCI's expense and (b) cooperates with WLCI,
at WLCI'S expense, in defending or settling such claim.
B) By DSI
DSI shall indemnify WLCI and hold it harmless from any and all
claims, losses, deficiencies, damages, liabilities, costs, and expenses
(including but not limited to reasonable attorneys' fees and all related costs
and expenses of reviewing, contesting and/or settling such claim) incurred by
WLCI as a result of any claim, judgment or adjudication against WLCI arising
from: (i) any breach or allegation which, if true, would constitute a breach of
any of DSI's obligations, representations or warranties hereunder; or (ii) the
actions or omissions of DSI, its officers, directors, employees, independent
contractors, agents, assigns or any other person or entity working under the
supervision of or at the direction of DSI, provided that WLCI (a) promptly
notifies DSI in writing of any such claim and gives DSI the opportunity to
defend or settle any such claim at DSI's expense and (b) cooperates with DSI, at
DSI's expense, in defending or settling such claim.
12. Defaults and Remedies. In the case of default, or if one party
considers the other party to be in breach of this Agreement, and if said breach
is not immediately remedied after written notification specifically identifying
the alleged default or breach in reasonable detail, then the offended party must
notify the breaching party in writing by certified mail or a similar delivery
service. The party in breach will have 30 days from the date of receipt of such
notice to cure said breach. If said breach is not cured within 30 days then
either party may demand that the dispute be mediated in Pinellas County, Florida
by an impartial party who is a certified mediator. The appointed mediator shall
have the usual powers of mediators in such cases, to continue to act for such
period of time as the mediator or the Court appointing said mediator may deem
just and proper. If one of the parties does not comply with the instructions and
time frame pertaining to resolving the breach highlighted by the mediator, the
non-breaching party has the right to terminate the Agreement.
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13. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Florida without regard to conflicts of laws.
14. Unenforceability. The unenforceability of any provision to this
Agreement shall not impair or affect any other provision.
15. No Partnership. Nothing in this Technology Agreement shall be
construed to create a general partnership between the parties, or to authorize
either party to act as general agent for the other party, or to permit either
party to bind or obligate the other party to any contracts with any third party.
The parties hereto have read and understand the terms and conditions
outlined herein and sign below to indicate their acceptance.
DoctorSurf.com, Inc. Weblink Communications, Inc.
/s/ Jugal K. Taneja /s/ John Armbruster
By: Jugal K. Taneja By: John Armbruster
As its: Vice-President As its: Principal
4
<PAGE>
(WEBLINK COMMUNICATIONS LOGO)
DoctorSurf.com Coming Soon Page Agreement
Project Name DoctorSurf.com
The DoctorSurf.com, Inc. domain name was
registered by Weblink on May 10, 1999.
DoctorSurf.com, Inc. owns the DoctorSurf.com
domain name.
Objective(s) To develop and launch, within modest
budgetary constraints, a coming soon page,
with a complete site to be developed by the
end of fall 1999.
Project Description The Web site will feature an
overview of the products, services, features
and functions of the complete site as well
as a brief description of each channel.
The coming soon page design, layout and
content is geared toward getting doctors to
become members. Weblink will design a
dynamically generated form that visiting
doctors will be able to complete and submit
on line. The applications will be forwarded
to a database that the DoctorSurf staff will
be able to view and grant both member
acceptance status, and indicate whether the
member will have "staff only" access to the
site, or "doctor status," and have full site
navigation access.
Members will have the ability to create
their own user identification, and password
number. Doctors will also use their DEA
number for additional verification.
A complete e-mail solution will be offered to
allmembers. E.g. [email protected].
Members will be able to receive and send
e-mail, anywhere on the Internet.
WLCI Services Weblink Communications, Inc. (WLCI) will
perform the following services toward
project completion:
o Face-to-face pre-production creative
meeting
o Coming Soon page design functionality and
layout
o Storyboarding
o Incorporate corporate identity and logo
o Graphic art design and development
o Comp (mock-up) development
o HTML programming
o Special Web site programming (e.g., Java,
etc.)
o Create forms and data processing routines
o Implement secured encryption technologies
o Design and develop a member e-mail
solution
o Create member ID and Password solutions
for secure areas
o Basic search engine and directory
registration
o Site activation and launch
<PAGE>
Special Technologies o SSL secured credit card encryption
to be implemented protocols will be utilized.
o E-mail software, server, implementation,
and interface will be implemented
Client Obligations The client's obligations toward project
completion include:
o Providing all textual content
o Inputting all member names and demographic
information
o Approving all e-mail, user ID, Password,
and DEA, numbers, and forwarding those
approvals to the members.
o Approving all facets of the page
Costs Non-recurring one-time development costs:
Coming soon page planning & design 800.00
Member on line forms, 3,300.00
verification, application, and acceptance
development with bi-level access assignment
capability e.g staff and doctor status
Complete e-mail solution 10,200.00
Server, software, setup and implementation 0
Standard search engine registration 150.00
---------
Total 14,500.00
=========
Co-hosting & Hardware Maintenance Fee
(monthly) $359.00
Other Fees:
Terms 50% due upon contract execution;
50% due upon project completion and site
activation.
Options Options not featured in this
proposal but that could either be
added now or during a Phase II
stage include:
o High-level search engine and directory registration
($1,200)
WLCI Contact John Armbruster
information Weblink Communications, Inc.
13825 ICOT Blvd., Suite 613
Clearwater, Florida 33760
E-mail: [email protected]
Voice: 727.530.5500
Fax: 727.530.5588
Prospective Client Jay
Information Fax: 727.524.6610
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Amendment No. 1 to Registration Statement No.
333-80475 of DoctorSurf.com, Inc. of our report dated May 19, 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
Tampa, Florida
August 2, 1999
