As filed with the Securities and Exchange Commission on June 11, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM SB-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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DOCTORSURF.COM, INC.
(Exact name of registrant as specified in its charter)
Florida 7375 59-3569844
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification
organization) No.)
Dr. Rakesh K. Sharma
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)
------------------------------
F & L Corp.
200 Laura Street
Jacksonville, Florida 32202
(904) 359-2000
Facsimile (904)359-8700
(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
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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|
------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Each Amount Proposed Proposed Amount of
Class of to be maximum Maximum Registration
Securities to be registered offering price Aggregate Fee
Registered per share Offering Price
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<S> <C> <C> <C> <C>
Common Stock 25,000,000 $1.00* $25,000,000 $6,950
- ------------------------------------------------------------------------------------------------------------------------------------
$0.01 par value
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*Calculated pursuant to Rule 457(c). the proposed maximum offering price per
share and the proposed maximum aggregate offering price are based on $1 per
share. The shares to be offered pursuant to this Registration Statement will be
issued at no cost to doctors who subscribe to the Company's Web site in exchange
for their providing the Company with biographical and certain other personal
information. However, the Company is concurrently offering 750,000 shares of
its Common Stock at $1 per share to accredited investors in a private placement
exempt from registration under Rule 506 of Regulation D of the Securities Act of
1933, and the Company is using that price for purposes of calculating the
registration fee.
* The Registration 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 JUNE 11, 1999
[LOGO]
DOCTORSURF.COM, INC.
25,000,000 Shares of Common Stock
DoctorSurf.com, Inc. (the "Company" or "DoctorSurf.com") is offering
hereby 25,000,000 shares of common stock, par value $.01 per share, of the
Company (the "Shares" or "Common Stock"). The Company is not a reporting
company. Prior to the Offering, there has been no public market for the Common
Stock, and there is no assurance that a market will develop. The price does not
necessarily relate to the Company's book value or any other established criteria
of value. Prospective Common Stock investors should carefully consider the "Risk
Factors" beginning on page 7.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
The maximum offering price for the Shares will be $0.00 and the maximum
number of shares to be offered is 25,000,000 Shares.
Price Underwriting Proceeds
to discounts and to
Public commissions(1) Company
------ -------------- --------
Per Share $0.00 $0.00 $0.00
Total $0.00 $0.00 $0.00
- -----------------------
(1) 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
The Company will pay all of the fees, costs and expenses set forth above.
Other than the SEC filing fee, all fees and expenses are estimated.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFERING OTHER THAN THAT INFORMATION AND
THOSE REPRESENTATIONS SPECIFIED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED ON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE
REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER TO, OR A SOLICITATION OF,
ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
The Company intends to furnish to its stockholders annual reports
containing audited financial statements certified by an independent public
accounting firm and quarterly reports containing unaudited interim financial
information for the first three fiscal quarters of each fiscal year of
the Company.
The Company will provide without charge to each person who receives a
prospectus, upon written or oral request of such person, a copy of any of the
information that was incorporated by reference in the prospectus (not including
exhibits to the information that is incorporated by reference unless the
exhibits are themselves specifically incorporated by reference) and such a
request is to be directed to the Company at 6950 Bryan Dairy Road, Largo,
Florida 33777, (727) 441-8663.
Cautionary Statement for Purposes
of the "Safe Harbor" Provisions of the
Private Litigation Reform Act of 1995
THIS DOCUMENT CONTAINS FORWARD-LOOKING STATEMENTS OF THE COMPANY'S MANAGEMENT.
FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ESTIMATE THE HAPPENING OF FUTURE
EVENTS, ARE NOT BASED ON HISTORICAL FACT AND ARE "FORWARD-LOOKING STATEMENTS"
WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY SUCH AS "MAY", "WILL", "EXPECT", "SHOULD", "COULD", "ESTIMATE",
"ANTICIPATE", "POSSIBLE", "PROBABLE", "CONTINUE", OR SIMILAR TERMS, VARIATIONS
OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. THE "RISK FACTORS" SET FORTH IN
THIS DOCUMENT CONSTITUTE CAUTIONARY STATEMENTS IDENTIFYING IMPORTANT FACTORS
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE
FORWARD-LOOKING STATEMENTS. THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS
DOCUMENT HAVE BEEN COMPILED BY THE COMPANY'S MANAGEMENT ON THE BASIS OF
ASSUMPTIONS MADE BY MANAGEMENT AND CONSIDERED BY MANAGEMENT TO BE REASONABLE.
FUTURE OPERATING RESULTS OF THE COMPANY, HOWEVER, ARE IMPOSSIBLE TO PREDICT AND
NO REPRESENTATION, GUARANTY, OR WARRANTY IS TO BE INFERRED FROM THOSE
FORWARD-LOOKING STATEMENTS. THEREFORE, PROSPECTIVE PURCHASERS OF THE SHARES ARE
URGED TO CONSULT WITH THEIR ADVISORS (THE OPINIONS OF WHICH MAY DIFFER FROM
THOSE SPECIFIED IN THOSE FORWARD-LOOKING STATEMENTS) WITH RESPECT TO THOSE
ASSUMPTIONS OR HYPOTHESES.
THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN
THIS DOCUMENT REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT TO
UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND OTHER
CIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA AND
OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM AND
AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT. TO THE EXTENT
THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY FROM
ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED ON
THE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS.
THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THIS PROSPECTUS HAVE BEEN COMPILED
AS OF THE DATE OF THIS PROSPECTUS AND SHOULD BE EVALUATED WITH CONSIDERATION OF
ANY CHANGES OCCURRING AFTER THE DATE OF THIS PROSPECTUS. NO ASSURANCE CAN BE
GIVEN THAT ANY OF THE ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS
SPECIFIED IN THIS PROSPECTUS ARE ACCURATE OR THAT THEY WILL PROVE TO BE
APPLICABLE TO A PARTICULAR PURCHASER OF THE SHARES. IT IS THE RESPONSIBILITY OF
THE PURCHASERS OF THE SHARES AND THEIR ADVISORS TO REVIEW THOSE FORWARD-LOOKING
STATEMENTS TO CONSIDER THE ASSUMPTIONS ON WHICH THOSE FORWARD-LOOKING STATEMENTS
ARE BASED AND TO ASCERTAIN THEIR REASONABLENESS.
<PAGE>
TABLE OF CONTENTS
Page
----
SUMMARY................................................................... 6
RISK FACTORS.............................................................. 7
THE COMPANY............................................................... 13
USE OF PROCEEDS........................................................... 13
DIVIDEND POLICY........................................................... 13
CAPITALIZATION............................................................ 13
PLAN OF DISTRIBUTION...................................................... 13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS............................................... 14
BUSINESS.................................................................. 16
MANAGEMENT................................................................ 18
PRINCIPAL STOCKHOLDERS.................................................... 19
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................ 20
DESCRIPTION OF SECURITIES................................................. 21
MARKET FOR COMMON STOCK................................................... 22
SHARES ELIGIBLE FOR FUTURE SALE........................................... 22
EXPERTS................................................................... 22
LEGAL MATTERS............................................................. 22
ADDITIONAL INFORMATION.................................................... 23
<PAGE>
SUMMARY
The following summary is qualified in its entirety by reference to the
more detailed information and the Company's financial statements (including the
notes thereto) appearing elsewhere in this Prospectus. Investors should
carefully consider the information set forth under the heading "Risk Factors."
The Company
DOCTORSURF.COM, INC. was incorporated in Tampa, Florida in April 1999
to provide a premier Internet Web site dedicated to physician education,
communication and information exchange. The Company plans to offer Web site
services that will establish the industry standard for secure health care
communications and information exchange among a private network of doctors.
The Company's principal executive office is located at 6950 Bryan Dairy Road,
Largo, Florida 33777 and its telephone number is (727) 441-8663.
The Offering
Common Stock Offered 25,000,000 shares
Use of Proceeds The Company is issuing the Shares at no cost
to doctors who subscribe to the Company's
Web site in exchange for their providing the
Company with biographical and certain other
personal information that will enable the
Company to better target the needs of its
subscribers and lure advertisers to promote
on the Web site. See "Use of Proceeds."
Risk Factors
The Shares offered hereby involve a high degree of risk, and
prospective purchasers should carefully consider the factors described under the
heading "Risk Factors."
<PAGE>
RISK FACTORS
An investment in the Shares involves a substantial number of
significant risks, which each prospective purchaser of the Shares should
consider prior to making a decision to purchase the Shares. Each prospective
purchaser of the Shares should carefully consider the following risk factors, as
well as other risk factors, which may be specified by the provisions of this
document. This Prospectus contains forward-looking statements that involve risks
and uncertainties. The actual results of the Company may differ materially from
the results specified in the forward-looking statements because of certain
factors, including those specified in the following risk factors and elsewhere
in this document. Prospective purchasers of the Shares must be prepared for the
possible loss of their entire investments in the Company. The order in which the
following risk factors are presented is arbitrary, and prospective purchasers of
the Shares should not conclude, because of the order of presentation of the
following risk factors, that one risk factor is more significant than another
risk factor.
No Operating History
The Company was formed in April 1999 and plans to establish its Web
site during the third 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. The risks include:
* our ability to further develop awareness and loyalty for our
DoctorSurf.com brand;
* our ability to attract and retain qualified personnel; and
* our ability to anticipate and adapt to the changes in the evolving
electronic commerce market.
Reliance on Computer Equipment and Software Systems
The Company intends to invest significantly in its computer equipment
and software systems, and has focused on applying this technology to meet its
customers' needs. The Company anticipates that it will be necessary to continue
to invest in and develop new and enhanced computer systems on a timely basis to
maintain its competitiveness. From time to time, capital expenditures may be
required to keep the Company's technology up to date. The temporary or permanent
loss of any of the Company's equipment or systems, through operating malfunction
or otherwise, could have a material adverse effect on the Company's business,
financial condition and results of operations.
Dependence on Key Personnel
The success of the Company is largely dependent upon the efforts,
direction and guidance of Dr. Rakesh K. Sharma and Jugal K. Taneja, the
Company's founders. The Company's growth and success also depend in part on its
ability to attract and retain qualified employees and on the ability of its
executive officers and key employees to manage its operations successfully. The
loss of either Dr. Sharma or Mr. Taneja, or the inability of the company to
attract and retain key management personnel in the future, could have a material
adverse effect on the Company's results of operations and financial condition.
Competition from 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 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 services may reduce
our access to subscribers and advertisers, and thus reduce our revenue.
Dependence on System Integrity
The performance of our Web site is important to our reputation, our
ability to attract subscribers and advertisers. 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 operations are susceptible to outages due to fire, floods,
power loss, telecommunications failures, break-ins, and similar events. In
addition, 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. We do not carry sufficient
insurance to compensate for losses that may occur as a result of any of these
events.
Legal Uncertainties Associated with the Internet and Electronic Commerce
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:
* online content;
* user privacy;
* taxation;
* access charges;
* liability for third-party activities; and
* jurisdiction.
In addition, the applicability to the Internet of existing laws is
uncertain. The adoption of new laws is uncertain. The adoption of new
laws or the application of existing laws may decrease the use of the Internet,
which would decrease the demand for our services, increase our cost of doing
business or otherwise have an adverse effect on our 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 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, which could
decrease demand for our services and increase our cost of doing business.
Technological Changes
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.
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.
If we fail to effectively adapt to increased usage of the Internet or
new technological developments, our business will be adversely affected.
Importance of Brand Awareness
We believe that establishing and maintaining the DoctorSurf.com brand
name and its reputation is an important aspect of our efforts to attract and
expand our technology services. We also believe that the importance of brand
recognition will increase due to the growing number of Internet sites and the
relatively low barriers to entry. If we fail to adequately promote and maintain
our brand name, our financial performance will suffer.
To maintain and enhance the DoctorSurf.com brand, we must provide high-
quality products and services on the Internet. If any breach or alleged breach
of security or privacy involving our online services occurs, or if we are unable
to otherwise successfully promote and maintain our brand, our business will
suffer. Also, to the extent consumers confuse similar medical-related Web sites
with ours, our reputation could be harmed and our business could suffer.
Online Security Risks
A significant barrier to online commerce is the secure transmission of
confidential information over public networks. We rely on encryption and
authentication technology licensed from third parties to effect secure
transmission of confidential information. Advances in computer capabilities, new
discoveries in cryptography, or other developments may result in a breach of the
algorithms we use to protect customer data. If any compromise of our security
occurs, it would injure our reputation, and could impact the success of our
business.
Dependence on Software Licensed to us by Third Parties
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:
* deliver and support reliable products;
* enhance their current products;
* develop new products on a timely and cost-effective basis; and
* respond to emerging industry standards and other technological
changes.
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.
Need for Sufficient Technical and Support Personnel
Competition for qualified technical and support personnel is intense,
and we may not be able to hire and retain sufficient numbers of qualified
technical and support personnel. If we fail to hire and retain sufficient
numbers of technical and support personnel, our business and results
of operations would be adversely affected.
Unexpected Year 2000 Problems
Many existing computer systems and software products do not properly
recognize dates after December 31, 1999. This Year 2000 problem could result in
data corruption, system failures or disruptions of operations. We are subject to
potential Year 2000 problems affecting our products and services, our internal
systems, and the systems of third parties on whom we rely. We believe that the
technology underlying our products and services will be Year 2000 compliant.
However, we may discover errors or defects in our internal systems that may be
unresolvable or that may result in material costs to us. Internal Year 2000
problems could negatively affect our business, operating results and financial
condition.
We use third-party equipment, software and content that may not be Year
2000 compliant. Although we typically receive assurances from third parties that
they are Year 2000 compliant, we do not independently verify their Year 2000
compliance. If third parties on whom we rely are not Year 2000 compliant, our
business could be adversely affected.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations".
Trade Name Protection
The Company has registered the domain name "DoctorSurf.com" with
InterNIC. The Company plans to submit an application with the U.S. Patent
and Trademark Office for the registration of the domain name "DoctorSurf.com".
The success of the Web site depends on the ability of the Company to protect its
trade name rights to the name "DoctorSurf.com". The inability of the Company to
adequately protect its rights to the trade name could have a material adverse
effect on the Company's business, financial condition and results of operations.
Limited Transferability
Under federal and state securities laws, a shareholder's transfer of
his or her stock in the Company may be subject to certain restrictions. Thus,
Investors will not be able to freely transfer their shares and, when transfer is
permissible, Investors may not realize the value they would receive if the
Common Stock was not subject to such restrictions on transferability.
Limited Marketability; Possible Volatility of Stock Price
Because it is uncertain whether a public trading market in the
Company's capital stock will develop, a shareholder may not be able to liquidate
his or her investment in the Company. The purchase of Common Stock should
therefore be considered as a long-term investment. The market price of the
Common Stock may fluctuate substantially due to a variety of factors, including
announcements of new, similar Web sites by competitors, changes in earnings
estimates, changes in accounting principles, sales of Common Stock by existing
holders, loss of key personnel and other factors. In addition, the stock market
is subject to extreme price and volume fluctuations. This volatility has often
had a significant effect on the market prices of securities issued by many
companies for reasons unrelated to the operating performance of these companies.
In the past, following periods of volatility in the market price of a company's
securities, securities class action litigation has often been instituted against
such a company. Any such litigation instigated against the Company could result
in substantial costs and a diversion of management's attention and resources,
which could have a material adverse effect on the Company's business, operating
results and financial condition.
Shares Eligible for Future Sale
Sales of substantial amounts of Common Stock following the Offering
could adversely affect the prevailing market price of the Common Stock and the
Company's ability to raise capital in the future. The Company has issued
25,000,000 shares of Common Stock to founders of the Company. It is also issuing
contemporaneous with this Offering, 750,000 additional shares of Common Stock in
a private offering exempt from registration under Rule 506 of Regulation D of
the Securities Act of 1933. Upon completion of both offerings, the Company will
have a total of 50,750,000 shares of Common Stock outstanding. Consequently, the
Company will have 44,250,000 shares of Common Stock after the Offering which are
authorized but unissued. These unissued shares, in addition to 5,000,000 shares
of Preferred Stock which would have preferential rights over the Common Stock,
can be issued at a later date without shareholder approval which could result in
further dilution of Investors.
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 the Company, as that
term is defined in Rule 144 under the Securities Act ("Affiliates'), may
generally be sold only in compliance with certain 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 stockholder, including an Affiliate, who has
beneficially owned his or her restricted securities (as that term is defined in
Rule 144) for at least one year from the later of the date such securities were
acquired from the Company or (if applicable) the date they were acquired from an
Affiliate, is entitled to sell, within any three-month period, a number of such
shares that does not exceed the greater of 1% of the then outstanding shares of
Common Stock (approximately 507,500 immediately after the Offering and the
contemporaneous private placement) or the average weekly trading volume in the
Common Stock during the four calendar weeks preceding the date on which notice
of such sale was filed under Rule 144, provided certain 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
the Company or (if applicable) the date they were acquired from an Affiliate of
the Company, a stockholder who is not an Affiliate of the Company at the time of
sale and has not been an Affiliate of the Company for at least three months
prior to the sale is entitled to sell the shares immediately without compliance
with the foregoing requirements under Rule 144.
Prior to the Offering, there has been no public market for the
Common Stock. No prediction can be made as to the effect, if any, that market
sales of shares or the availability of shares for sale will have on the market
price of the Common Stock prevailing from time to time. The Company is unable to
estimate the number of shares that may be sold in the public market pursuant to
Rule 144, since this will depend on the market price of the Common Stock, the
personal circumstances of the sellers, and other factors. Nevertheless, sales of
significant amounts of the Common Stock of the Company in the public market
could adversely affect the market price of the Common Stock and could impair the
Company's ability to raise capital through an offering of its equity securities.
Disclosure of the Securities and Exchange Commission's Position on
Indemnification for Securities Act Liabilities
Florida Corporation Law provides that a Florida corporation has the
power to indemnify any person who is a party to any proceeding by (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 the Company's Bylaws provides
indemnification to the Company's directors and officers for any action, suit or
proceeding of any nature that involves such person by reason of the fact that he
or she is or was a director or officer of the Company.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.
Risk of Limitation on Acquisition and Change in Control
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. The issuance of additional
preferred stock could have the effect of delaying or preventing a change in
control of the Company, even if a change in control were in the stockholders'
interests.
Concentration of Ownership
The current executive officers and directors of the Company will
beneficially own or have voting control over approximately 28.37% of the out-
standing Common Stock following the Offering and the contemporaneous private
placement. Accordingly, these individuals will have the ability to influence the
election of the Company's directors and effectively to control most corporate
actions. This concentration of ownership may also have the effect of delaying,
deterring or preventing a change in control of the Company.
Absence of Dividends
The Company has never paid cash dividends on its Common Stock and does
not anticipate paying cash dividends on its Common Stock in the foreseeable
future.
Unidentified Risks
Although the Company has endeavored to identify all material risks
associated with an investment in the Common Stock, it is possible that
material risks exist which have not been identified herein.
<PAGE>
THE COMPANY
DOCTORSURF.COM, INC. was incorporated in Tampa, Florida in April 1999
to provide a premier Internet Web site dedicated to physician education,
communication and information exchange. The Company plans to offer Web site
services that will establish the industry standard for secure health care
communications and information exchange among a private network of doctors.
The Company's principal executive office is located at 6950 Bryan Dairy Road,
Largo, Florida 33777 and its telephone number is (727) 441-8663.
USE OF PROCEEDS
The Company is issuing the Shares at no cost to doctors who subscribe
to the Company's Web site in exchange for their providing the Company with
biographical and certain other personal information that will enable the
Company to better target the needs of its subscribers and attract advertisers to
promote on the Web site.
DIVIDEND POLICY
The Company has never declared or paid dividends on its capital stock.
The Company does not anticipate paying any cash dividends in the foreseeable
future. Payments of future dividends, if any, will be at the discretion of the
Company's Board of Directors 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, (i) the actual
capitalization of the Company (ii) the pro forma reflecting the contemporaneous
private offering of 750,000 shares of Common Stock and the receipt of the
subscription receivable and (iii) as adjusted to give effect to the sale by the
Company of 25,000,000 Shares offered hereby, 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
Stockholders' 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 authorized; $ 250,000 $ 750,000 $ 1,000,000
25,750,000 actual shares issued and outstanding; 50,750,000 shares
issued and outstanding as adjusted
Subscription Receivable $ (5,000) $ 5,000 $ 0
Accumulated Earnings $ 0 $ 0 $ 0
Total Stockholders' Equity $ 245,000 $ 755,000 $ 1,000,000
Total Capitalization $ 245,000 $ 755,000 $ 1,000,000
</TABLE>
PLAN OF DISTRIBUTION
The Shares will be offered and sold by the Company through its officers
in accordance with and subject to the terms of this Offering.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Plan of Operation
The Company, a Florida corporation which was formed in April of 1999,
intends to provide a premier Internet site dedicated to physician education,
communication and information exchange. The following services and products are
planned to be provided by the Company:
* Free e-mail - each physician member of DoctorSurf.com will be
provided an e-mail account (i.e., [email protected]) upon
initial registration at the Web site.
* Discussion Forums -each physician member of DoctorSurf.com will
have the ability to create and participate in Web forums that
address a variety of medical issues, including new procedures and
insurance.
* Interactive chats - each physician member of DoctorSurf.com will
have the choice of participating in real-time or delayed
discussions on topics of their choice.
* Integrated Bulletin Boards - physician members will have the
opportunity to post comments on ongoing discussions or on topics of
interest, give feedback or propose a subject to discuss.
* Live Video Conferencing - members may participate in live video
conferences with their favorite speakers.
* Calendar & Personal Schedule - the DoctorSurf.com Web site will
permit members to maintain their own personal calendar and schedule
to keep track of important dates and events.
* Live Medical Procedures - members will be provided with the unique
and exciting opportunity to watch live medical procedures through
state of the art Internet technology
* Pearl of the Day - the DoctorSurf.com Web site will provide fun and
informational daily pearls of wisdom on a variety of topics.
The Company 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.
Many existing computer systems and software products do not properly
recognize dates after December 31, 1999. This Year 2000 problem could result in
data corruption, system failures or disruptions of operations. The Company is
subject to potential Year 2000 problems affecting our products and services, our
internal systems, and the systems of third parties on whom we rely. The Company
believes that the technology underlying our products and services will be Year
2000 compliant. However, we may discover errors or defects in our internal
systems that may be unresolvable or that may result in material costs to us.
Internal Year 2000 problems could negatively affect the Company's business,
operating results and financial condition.
The Company uses third-party equipment, software and content that may
not be Year 2000 compliant. Although the Company may typically receive
assurances from third parties that they are Year 2000 compliant, we do not
independently verify their Year 2000 compliance. If third parties on whom we
rely are not Year 2000 compliant, the Company' business could be adversely
affected.
The Company intends to outsource its work until it reaches a certain
level of profitability. Currently, several employees work part-time for the
Company. Dr. Sharma, while serving as President of the Company, is devoting
only part of his time to that effort. Mr. Taneja also serves part-time in his
capacity as Vice-President and Secretary to Drs. Kapil, Amin, Choudhry and Puri
in their capacities as Vice-Presidents of the Company. It is anticipated that
after an initial round of capital financing, the Company will employ several
full-time employees.
The Company believes that its available cash and cash equivalents as
well as cash generated from operations and its available credit line will be
sufficient to meet the Company's cash requirements for the current fiscal year.
The Company's operations currently and in the foreseeable future are not
expected to be affected materially by inflation.
ANY FORWARD LOOKING STATEMENTS OF MANAGEMENT CONTAINED IN THIS DOCUMENT HAVE
BEEN COMPILED ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND CONSIDERED TO
BE REASONABLE. FUTURE OPERATING RESULTS OF THE COMPANY, HOWEVER, ARE IMPOSSIBLE
TO PREDICT AND NO REPRESENTATION OR WARRANTY REGARDING FUTURE OPERATING RESULTS
OF THE COMPANY IS TO BE INFERRED FROM ANY FORWARD LOOKING STATEMENTS CONTAINED
IN THIS DOCUMENT.
<PAGE>
BUSINESS
Introduction
The Company was incorporated in April 1999 to provide a premier
Internet Web site for physicians that is dedicated to physician education,
communication and information exchange using state of the art technology,
security, physician authentication and a combination of Internet protocols. The
Company is actively working on activating its DoctorSurf.com Web site during the
third quarter of 1999.
Industry
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. Physicians 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. The Company will offer a Web site that meets those needs by providing
physicians fast and simple access to a variety of communications and information
functions. Also, the Company believes that healthcare and pharmaceutical
companies will have an increasing interest in using online advertising to reach
target groups that reflect appealing and compatible demographics.
Products and Services
The primary focus of the Company'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 CME courses to obtain
required educational credits easily and conveniently. Through various national
marketing efforts, physicians will be encouraged to visit the DoctorSurf.com Web
site and to experience and enjoy all of the benefits the Web site has to offer.
To ensure a private community of physicians, the Company will require
each member to provide their name, credentials, medical license and/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 physician for membership. Once inside the Web site,
physician members may participate in a wide range of available features, from
viewing clinical techniques to updating their personal and professional
calendars. Member physicians will also be given a discount on all products and
services from the many industry alliances and strategic companies that will
promote the Web site. The Web site will permit physicians to quickly access
comprehensive physician reference databases, journals and directories to help
them in their practices. Member physicians 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.
Strategic Alliances; Expansion of Business
The Company intends to develop strategic alliances with medical
industry providers and professional medical associations to establish a
synergistic network for interrelated services that could be offered at an
attractive discount to DoctorSurf.com members. These same alliances will also
provide online advertising prospects for the Company.
Contractual Arrangements
The Company 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
The Company's services are targeted to physicians who have an
interest in communicating with their colleagues and obtaining up-to-date
information relevant to their practices.
Information Systems and the Year 2000
Many currently installed computer systems and software products are
coded to accept only two-digit entries in the date code field. Beginning in the
year 2000, these date code fields will need to accept four-digit entries to
distinguish 21st century dates from 20th century dates. As a result, in less
than two years, computer systems or software used by many companies or both may
need to be upgraded to comply with "Year 2000" requirements. The Company has
entered into a contract with WebLink Communications to create and implement its
Web site, and the Company believes that the computers and off-the-shelf software
it will use will be Year 2000 compliant.
Competition
Due to the rapid expansion of the Internet, the market for Internet
services and products is intensely competitive and rapidly changing. The Company
competes, directly and indirectly, for subscribers, and advertisers with other
online services or Web sites targeted to the healthcare industry generally.
The Company believes that the central factors for attracting and
retaining physician 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. The Company
believes that the principal factors that will attract advertisers to
DoctorSurf.com are the number of physician subscribers, the aggregate traffic on
the Web site, the demographics of the physician subscribers and creativity in
advertising placement on the site. To be competitive, the Company must respond
to technological advances and emerging industry standards and practices on a
timely and cost-effective basis. There can be no assurance that the Company will
be successful in using new technologies effectively for adapting its Web site
and technology to subscriber needs.
Many of the Company'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 the Company will be able to compete successfully
against current and future competitors, or that competitive pressures faced by
the Company will not have a material adverse effect on its business, financial
condition and operating results.
Personnel
The Company intends to outsource its work until it reaches a certain
level of profitability. Currently, several employees work part-time for the
Company. Dr. Sharma, while serving as President of the Company, 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 do Drs. Kapil, Amin and Choudhry
in their capacities as Vice-Presidents of the Company. Mr. Taneja and Dr. Kapil
also serve part-time in their capacities as Vice-President and Secretary and
Vice-President, respectively. It is anticipated that after an initial round of
capital financing, the Company will employ several full-time employees.
Legal Proceedings
As of the date of this Prospectus, the Company is not a party to any
material legal proceedings. Notwithstanding this, from time to time, the Company
may be involved in material litigation.
MANAGEMENT
Directors and Executive Officers
The directors, executive officers, and key employees of the company and
their ages and positions held with the Company 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 the Company's directors is elected at the annual meeting of
stockholders 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. No compensation is currently paid to directors for
their service on the Board.
Dr. Rakesh K. Sharma is the Company's President and serves on the Board
of Directors. He is a cardiologist and is a member of the medical staff of
several hospitals in the Tampa Bay, Florida area. Dr. Sharma is on the Board of
Directors of Dynamic Health Products, Inc.
Jugal K. Taneja is a Vice-President of the Company and is the Company's
Secretary. He also serves on the Board of Directors. From November 1991 until
December 1998, he also served as the Chairman of the Board and Chief Executive
Officer of NuMED Home Health Care, Inc., a provider of home health care services
and contract staffing of health care employees. From June 1993 until March 1998,
he was also the Chief Executive Officer of National Diagnostics, Inc., a
provider of medical diagnostic services. NuMED Home Health Care, Inc. and
National Diagnostics, Inc., are publicly traded companies. Mr. Taneja is also
the Chairman of the Board of Nutriceuticals.com, Inc., a public company engaged
in e-commerce.
Dr. Sanjiv Kapil is a Vice-President of the Company. Dr. Kapil is a
rheumatologist and is currently practicing in a multi-specialty group at a
clinic in the Tampa Bay, Florida area.
Dr. Mahesh Amin is a Vice-President of the Company. Dr. Amin is a
cardiologist in private practice in Clearwater, Florida.
Dr. Umesh Choudhry is a Vice-President of the Company. Dr. Choudhry is
a gastroenterologist in Clearwater, Florida, and serves as the President of
Advanced Digestive Care.
Dr. R.S. Puri is a Vice-President of the Company. Dr. Puri is a
general practitioner with offices in Lakeland and Winter Haven, Florida.
Martin A. Traber serves on the Company'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.
The Company has not yet obtained directors' and officers' insurance,
but is in the process of taking quotes and will proceed to obtain such insurance
if it is available on a cost-effective basis.
Employees
The Company intends to outsource its work until it reaches a certain
level of profitability. Currently, several employees work part-time for the
Company. Dr. Sharma, while serving as President of the Company, is devoting
only part of his time to that effort. Mr. Taneja also serves part-time in his
capacity as Vice-President and Secretary to Drs. Kapil, Amin, Choudhry and Puri
in their capacities as Vice-Presidents of the Company. It is anticipated that
after an initial round of capital financing, the Company will employ several
full-time employees.
Executive Compensation
No compensation is currently paid to officers of the Company.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of May 28, 1999, and as adjusted to
reflect the sale of the Shares offered hereby by the Company, by (i) each person
who is known to own beneficially more than 5% of the outstanding shares of the
Company's Common Stock, (ii) each of the Company's directors, (iii) each of the
Company's officers, and (iv) all directors and executive officers of the Company
as a group:
<TABLE>
<CAPTION>
Percentage
Beneficially Owned
------------------
Name and Address of Number of Prior to After
Beneficial Owner(1) Shares Offering Offering
------------------- --------- -------- --------
<S> <C> <C> <C>
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 3.5%* 1.77%*
7270 Sawgrass Point Drive
Pinellas Park, FL 33782
Umesh Choudhry 500,000 1.94% .99%
7920 Oliver Road
Largo, FL 33777
All current directors and officers as a 14,400,000 55.92% 28.37%
group (seven persons)
</TABLE>
* 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 the Company's Common Stock prior to the offering
and 11.63% after the offering.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Facilities
Currently, the Company'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 the Company, controls
that company. No rent will be charged for the Company's use of those facilities
during the Company's initial development phase. The Company plans to move to
different facilities after initial financing is obtained.
Sales to Officers and Directors
The Company has issued shares of its Common Stock to the following
officers and directors who were founders of the Company at a price of $.01 per
share:
<TABLE>
<CAPTION>
Name Position Number of Shares
---- -------- ----------------
<S> <C> <C>
Rakesh K. Sharma, M.D. Member of Board, President 5,000,000
Jugal K. Taneja* Member of Board, 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
</TABLE>
* Mr. Taneja is also the beneficial owner of an additional 5,000,000 shares
that were sold to 21st Century Health Care Fund and Carnegie Capital Ltd. at
a price of $.01 per share.
DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized to issue up to 95,000,000 shares of Common
Stock, par value $.01 per share. In April 1999, the Company issued 25,000,000
shares of Common Stock to eighteen founders of the Company. Also, the Company 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 stockholders, and except as
provided by resolutions of the Company'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 the Company'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 such dividends or other distributions as may be declared by the Board of
Directors. In the event of a liquidation, dissolution, or winding up of the
Company, holders of Common Stock are entitled to share ratably in all assets
remaining after the payment or provision of the Company'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 offered hereby 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
The Company'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 such
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.
MARKET FOR COMMON STOCK
There is no public trading market for the Common Stock. Currently,
there are forty holders of record for the Common Stock. No cash dividends have
ever been declared on the Common Stock.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of the Offering and the contemporaneous private
offering, the Company 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 the Company, as that
term is defined in Rule 144 under the Securities Act ("Affiliates'), may
generally be sold only in compliance with certain 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 stockholder, including an Affiliate, who has
beneficially owned his or her restricted securities (as that term is defined in
Rule 144) for at least one year from the later of the date such securities were
acquired from the Company or (if applicable) the date they were acquired from an
Affiliate, is entitled to sell, within any three-month period, a number of such
shares that does not exceed the greater of 1% of the then outstanding shares of
Common Stock (approximately 507,500 immediately after the Offering) or the
average weekly trading volume in the Common Stock during the four calendar weeks
preceding the date on which notice of such sale was filed under Rule 144,
provided certain 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 the Company or (if applicable) the date
they were acquired from an Affiliate of the Company, a stockholder who is not an
Affiliate of the Company at the time of sale and has not been an Affiliate of
the Company for at least three months prior to the sale is entitled to sell the
shares immediately without compliance with the foregoing requirements under Rule
144.
Prior to the Offering, there has been no public market for the Shares.
No prediction can be made as to the effect, if any, that market sales of
shares or the availability of shares for sale will have on the market price of
the Common Stock prevailing from time to time. The Company is unable to estimate
the number of shares that may be sold in the public market pursuant to Rule 144,
since this will depend on the market price of the Common Stock, the personal
circumstances of the sellers, and other factors. Nevertheless, sales of
significant amounts of the Common Stock of the Company in the public market
could adversely affect the market price of the Common Stock and could impair the
Company's ability to raise capital through an offering of its equity securities.
EXPERTS
The balance sheet of DoctorSurf.com, Inc. as of May 14, 1999, appearing
in this Prospectus and the Registration Statement 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 the Company.
ADDITIONAL INFORMATION
The Company has filed a Registration Statement on Form SB-2 under the
Securities Act with the Commission in Washington, D.C. with respect to the
securities offered hereby. This Prospectus, which is part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto. For further information with
respect to the Company and the securities offered hereby, reference is hereby
made to the Registration Statement and the exhibits and schedules filed as a
part thereof. Statements contained in this Prospectus as to the contents of any
agreement or any other document referred to are not necessarily complete, and in
each instance, if such agreement or document is filed as an exhibit, reference
is made to the copy of such agreement or document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects by
such reference to such exhibit. The Registration Statement, including exhibits
and schedules thereto, 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 such material 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. In addition, the Company is required
to 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.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
No person has been authorized to give any information
or to make any representation in connection with this
offering other than those contained in this Prospectus
and, if given or made, such information or representation
must not be relied upon as having been authorized by the
Company or any other person. This Prospectus does not
constitute an offer to sell or a solicitation of an
offer to buy any security other than the securities 25,000,000 SHARES
to which it relates, or an offer to or a
solicitation of any person in any jurisdiction where
such an offer or solicitation would be unlawful.
Neither the delivery of this Prospectus nor any sale DOCTORSURF.COM, INC.
made hereunder shall, under any circumstance, create
any implication that there has been no change in the
affairs of the Company since the date hereof or that
the information herein is correct as of any time
subsequent to the date hereof.
------------------
TABLE OF CONTENTS
Page
----
Summary 6
Risk Factors 7 _____________
The Company 13
Use of Proceeds 13 [LOGO]
Dividend Policy 13
Capitalization 13 _____________
Plan of Distribution 13
Management's Discussion and
Analysis of Financial Condition
and Results of Operations 14
Business 16
Management 18
Principal Stockholders 19
Certain Relationships and Related Transactions 20
Description of Securities 21
Market for Common Stock 22
Shares Eligible for Future Sale 22
Experts 22
Legal Matters 22
Additional Information 23
Until July 9, 1999 (25 days after the date of this
Prospectus), all dealers effecting transactions in
the Shares offered hereby, whether or not participating
in this distribution, may be required to deliver a
Prospectus. This is in addition to the obligation of
dealers to deliver a Prospectus when acting as
underwriters and with respect to their unsold allotments
or subscriptions.
</TABLE>
<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
<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
<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 are 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.
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 EVENT
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.
* * * * * *
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 by (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 the Company's Bylaws provides
indemnification to the Company's directors and officers for any action, suit or
proceeding of any nature that involves such person by reason of the fact that he
or she is or was a director or officer of the Company.
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
The Company 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, the Company issued a total of 25,000,000 shares of
Common Stock to eighteen founders of the Company at $.01 per share. The
Company 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.
<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 Material Contracts
*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
*To be filed by amendment.
Item 28. Undertakings
The undersigned small business issuer hereby 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 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.
<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 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 11th day of June,
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. Each person whose signature appears below
constitutes and appoints Rakesh K. Sharma, as his or her true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and any Registration Statement filed
pursuant to Rule 462(b) of the Securities Act prepared in connection therewith,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
- --------- ----- ----
President and Director (Principal June 11, 1999
/s/ Rakesh K. Sharma Executive Officer)
- ----------------------
Rakesh K. Sharma
Vice President and Director (Principal June 11, 1999
/s/ Jugal K. Taneja Financial and Accounting Officer)
- ----------------------
Jugal K. Taneja
Vice President and Director June 11, 1999
/s/ Martin A. Traber
- ----------------------
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 "Corpora-
tion"), 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.
(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 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, includ-
ing 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 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 June 10, 1999.
/s/ Marina A. Choundas
-----------------------------------
Marina A. Choundas, Incorporator
<PAGE>
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.
Exhibit 3.1b
------------
ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
DOCTORSCHAT.COM, INC.
Pursuant to the Florida Business Corporation Act, the undersigned,
constituting all of the directors of DoctorsChat.com, Inc., a Florida corpora-
tion (the "Corporation"), hereby adopt the following Articles of Amendment to
its Articles of Incorporation:
FIRST: Article I of the Articles of Incorporation of the Corporation
is amended to read as follows:
ARTICLE I
NAME AND ADDRESS
The name of the Corporation is DoctorSurf.com, Inc. The Corporation's
principal office and mailing address is 6950 Bryan Dairy Road, Largo, Florida
33777.
SECOND: Article V of the Articles of Incorporation of the Corporation
is amended to read as follows:
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.
Rakesh K. Sharma, 6950 Bryan Dairy Road, Largo, Florida 33777; Jugal K. Taneja,
6950 Bryan Dairy Road, Largo, Florida 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.
THIRD: The foregoing amendments were approved and adopted by
unanimous written consent of the directors of the Corporation on May 12, 1999,
without shareholder action, and shareholder action was not required.
IN WITNESS WHEREOF, these Articles of Amendment have been executed this
12th day of May, 1999.
/s/ Dr. Rakesh K. Sharma
---------------------------------
Dr. Rakesh K. Sharma, Director
/s/ Jugal K. Taneja
---------------------------------
Jugal K. Taneja, Director
/s/ Martin A. Traber
---------------------------------
Martin A. Traber, Director
Exhibit 3.2
-----------
DOCTORSURF.COM, INC.
BYLAWS
ARTICLE I
---------
OFFICES
1.1 Principal Office and Other Offices. The principal office of
DoctorSurf.com, Inc. (the "Corporation") shall be located at 6950 Bryan Dairy
Road, Largo, Florida 33777, County of Pinellas, State of Florida, or at such
place within or outside the State of Florida (the "State") as the Board of
Directors (the "Board") may from time to time designate. The Corporation may
have other offices for the transaction of the affairs of the Corporation located
at such other places both within and without the State as the Board may from
time to time designate or as the business of the Corporation may require.
1.2 Registered Office and Agent. The Corporation shall have and
continuously maintain in the State a registered office and have a registered
agent, as required by law. Such office may, but need not, be identical with the
principal office of the Corporation in the State of Florida. The Corporation may
from time to time change its registered office or its registered agent, or both,
by a resolution of the Board that adopts the change and authorizes the president
or vice-president to execute and submit for filing with the Department of State
a statement of change setting forth the information required by law. Any new
registered agent designated by such statement shall acknowledge in writing such
statement, and any new or successor registered agent shall simultaneously file
with the Department of State a written statement, in the form and manner
prescribed by law, accepting the appointment and stating the registered agent's
familiarity with and acceptance of the obligations provided for under the laws
of the State.
ARTICLE II
----------
SHAREHOLDERS
2.1 Annual Meetings. The annual meeting of shareholders for the purpose of
electing directors and for the transaction of such other matters as may properly
come before the meeting shall be held on the second Tuesday in the month of
February of each fiscal year or at such other time and date as may be fixed by
or under the authority of the Board; provided, the annual meeting of the
shareholders for any year shall be held no later than thirteen (13) months after
the last annual meeting of the shareholders. However, failure to hold a timely
annual meeting shall in no way affect the terms of officers or directors of the
Corporation or the validity of actions of the Corporation.
2.2 Special Meeting. Special meetings of the shareholders, for any purpose
or purposes, unless otherwise prescribed by statute, may be called by the
president or the Board or by the person designated in one or more written
requests of the holders of not less than thirty percent (30%) of all the votes
entitled to be cast on any issue proposed to be considered at such special
meeting, which requests must be delivered to the Corporation's secretary
describing the purpose or purposes for which such meeting is to be held.
2.3 Place of Meeting. The Board may designate any place, either within or
without the State, as the place of meeting for any annual meeting or for any
special meeting called by the Board. A waiver of notice signed by all share-
holders 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 designa-
tion is made for the place of meeting, or if the meeting is otherwise called,
then the place of meeting shall be the principal business office of the
Corporation within the State or such other suitable place in the county of such
principal office as may be designated by the person calling such meeting, but
any meeting may be adjourned to reconvene at any place designated by vote of a
majority of the shares represented thereat.
2.4 Notice of Meeting. A written notice of each shareholders' meeting
stating the place, day and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered either personally or by first-class mail to each shareholder of record
entitled to vote at such meeting not less than ten (10) or more than sixty (60)
days before the date of the meeting. Notice shall be given by or at the
direction of the president, the secretary, or the officer or persons calling the
meeting. If notice is by mail, such notice shall be deemed to have been
delivered when deposited with postage prepaid thereon in the United States mail,
addressed to the shareholder at the address of the shareholder as it appears on
the stock transfer books of the Corporation.
2.5 Waiver of Notice. A written waiver of notice signed by a shareholder
who was entitled to notice of a meeting of the shareholders, whether the waiver
is given before or after the time required for the notice, shall be equivalent
to the giving of such notice provided such written waiver is delivered to the
Corporation for inclusion in the minutes or filing with the corporate records. A
shareholder's attendance at a meeting shall constitute a waiver of notice of
such meeting unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting. Further, in the case
of a special meeting, a shareholder's attendance shall constitute a waiver of
objection to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is presented.
2.6 Adjournment. Any meeting of the shareholders may be adjourned to
another time or place by a majority vote of the shares entitled to vote and
which are represented at the meeting. When all of the shares entitled to vote
are represented in person or by proxy at a meeting, and such meeting is
adjourned to another time or place, it shall not be necessary to give any notice
of the adjourned meeting, if the time and the place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken. Any
business may be transacted at such adjourned meeting that might have been
transacted at the original meeting. If all of the shares entitled to vote are
not represented at the meeting at which adjournment is taken, then notice of the
adjourned meeting as required by Section 2.4 of these Bylaws shall be given to
each shareholder of record. In all cases, however, if, after the adjournment,
the Board fixes a new record date for the adjourned meeting, then notice of the
adjourned meeting shall be given as provided in this Article II to each share-
holder of record under the new record date who is entitled to vote at the
adjourned meeting.
2.7 Fixing of Record Date. For the purpose of determining the shareholders
who are entitled to receive notice of or to vote at any shareholders' meeting or
any adjournment thereof, to express consent to corporate action in writing with-
out a meeting, or to receive payment of any dividend or other distribution or
allotment of any rights, and pursuant to any other purpose requiring a
determination of shareholders, the Board may fix, in advance, a record date for
any such determination of shareholders. Such record date shall not be more than
seventy (70) days before the date on which the particular action requiring such
determination of shareholders is to be taken. If no such record date is fixed,
then the date on which notice of a shareholders' meeting is delivered or the
date on which the Board adopts a resolution declaring a dividend, as the case
may be, shall be the record date for such determination of shareholders. In the
case of an adjourned meeting, the record date for the original meeting shall
apply to the adjournment thereof, unless the Board fixes a new record date in
accordance with these Bylaws; provided, however, that the Board shall be
required to fix a new record date for such adjourned meeting if the adjournment
is to a date more than 120 days after the date fixed for the original meeting.
2.8 Record of Shareholders Having Voting Rights. After fixing a record
date for a shareholders' meeting, the secretary of the Corporation shall, at
least ten (10) days before such meeting, prepare a complete, alphabetical list
of the shareholders entitled to notice of such meeting, arranged by the voting
groups of the shareholders entitled to vote on the matters to come before the
meeting, with the address of, and the number, class and series, if any, of
shares held by each. For a period of ten (10) days prior to the meeting, or such
shorter time as exists between the record date and the meeting and continuing
through the meeting, the shareholders list shall be made available for inspec-
tion at the Corporation's principal office, at a place identified in the meeting
notice in the city where the meeting will be held, or at the office of the
Corporation's transfer agent or registrar, and such list shall be subject to
inspection upon written demand by any shareholder or his agent or attorney, at
his expense, at any time during usual business hours during the period it is
available for inspection. Such list shall also be available at the meeting, and
any shareholder or his agent or attorney is entitled to inspect the list at any
time during the meeting or any adjournment thereof. If the requirements of this
Section 2.8 have not been substantially complied with, then upon the demand, in
person or by proxy, of any shareholder who failed to get access to such list,
the meeting shall be adjourned until the requirements of this Section are
complied with; provided, however, that any failure to comply with the
requirements of this Section shall not affect the validity of any action taken
at such meeting.
2.9 Shareholder Quorum and Voting. A majority of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of the shareholders. If a quorum exists, action on a matter, other than the
election of directors, is approved if the votes cast by the holders of the
shares represented at the meeting and entitled to vote on the subject matter
favoring the action exceed the votes cast opposing the action, unless the vote
of a greater number is required by law, the Articles of Incorporation, or these
Bylaws. After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, which reduces the number of shares
entitled to vote below the number required for a quorum, shall not affect the
validity of any action taken at the meeting or any adjournment thereof.
2.10 Conduct of Meeting. The president, and in his absence, a vice-
president as determined under Section 4.6, and in their absence, any person
chosen by the shareholders present, shall call the meeting of the shareholders
to order and shall act as chairman of the meeting, and the secretary of the
Corporation shall act as secretary of all meetings of the shareholders, but, in
the absence of the secretary, the person acting as chairman of the meeting may
appoint any other person to act as secretary of the meeting.
2.11 Proxies. Every shareholder entitled to vote at a shareholders'
meeting, or entitled to express consent or dissent without a meeting, or the
duly authorized attorney-in-fact of such shareholder, may authorize another
person or other persons to act for him as his proxy. A shareholder may appoint
a proxy to vote or otherwise act for him by signing an appointment form, either
personally or by his attorney in fact. An executed telegram or cablegram
appearing to have been transmitted by such person, or a photographic,
photostatic, or equivalent reproduction of an appointment form, shall be a
sufficient appointment form. An appointment of a proxy is effective when
received by the secretary or other officer or agent authorized to tabulate
votes, and unless otherwise stated in the appointment form, the appointment of
a proxy shall be valid only for a period of eleven (11) months. Every appoint-
ment 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 Corpora-
tion authorized to tabulate votes.
Any proxy may appoint, in writing, a substitute to act in his place, if
the appointment of the proxy expressly provides for such substitution. If an
appointment confers proxy authority upon more than one person, and if the
appointment does not otherwise provide, a majority of the authorized persons,
or, if only one is present, then that one, may exercise all the powers conferred
by the appointment; provided, however, if the proxies present at the meeting are
equally divided as to the right and manner of voting, then the voting of such
shares shall be prorated.
2.12 Voting of Shares. Subject to the provisions of this Article II of
these Bylaws, the Articles of Incorporation, and the laws of the State, each
outstanding share shall be entitled to one vote on each matter submitted to a
vote at a meeting of the shareholders.
2.13 Action Without Meeting. Any action of the shareholders required or
permitted to be taken at an annual or special meeting of the shareholders may be
taken without a meeting, without prior notice, and without a vote, if one or
more written consents setting forth the action so taken is or are dated and
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted,
provided such consent or consents are delivered to the Corporation at its
principal office in the State, to the Corporation's principal place of business,
or to the secretary, within sixty (60) days of the date of the earliest dated
consent delivered in such manner. Any written consent may be revoked prior to
the date the Corporation receives the required number of consents to authorize
the proposed action, provided that such revocation must be in writing and shall
not be effective until received by the Corporation in the manner set forth
above. Within ten (10) days after obtaining such authorization by written
consent, the Corporation shall give notice to the shareholders who have not
consented in writing or who were not entitled to vote on the action taken in the
consent. Such notice shall fairly summarize the material features of the
authorized action and, if the action is one for which dissenters' rights are
provided by applicable corporate laws of the State, such notice shall contain a
clear statement of the right of shareholders dissenting from the action to be
paid the fair value of their shares upon compliance with applicable provisions
of the laws of the State. Whenever action is taken pursuant to this Section
2.13, the written consent of the shareholders consenting thereto or the written
reports of inspectors appointed to tabulate such consents shall be filed with
the minutes of proceedings of shareholders. Any certificate that is required by
law to be filed as a result of an action of the shareholders taken under this
Section 2.13 shall state that written consent for such action was given in
accordance with the laws of the State.
ARTICLE III
-----------
BOARD OF DIRECTORS
3.1 General Powers and Number. The business and affairs of the Corporation
shall be managed by the Board subject to any limitations set forth under the
laws of the State, the Articles of Incorporation, and these Bylaws concerning
corporate action that must be authorized or approved by the shareholders. The
initial number of directors of the Corporation shall be three. The number of
directors may be increased or decreased from time to time as determined by the
Board of Directors, but in no event shall be less than one.
3.2 Election of Directors. Directors shall be elected at the annual
meeting of shareholders by a plurality of the votes cast by the shares entitled
to vote in the election where each shareholder who is entitled to vote at an
election of directors has the right to vote the number of shares owned by him
for as many persons as there are directors to be elected and for whose election
he has a right to vote.
3.3 Tenure and Qualifications. Each director shall hold office (a) until
the next annual meeting of the shareholders and until a successor shall have
been elected or (b) until his prior death, resignation or removal.
3.4 Resignation and Removal. A director may resign at any time by deliver-
ing a written notice of resignation to the Board or its chairman (if any) or to
the secretary of the Corporation. Directors may be removed, with or without
cause, at a shareholders' meeting called with notice of that purpose, by a vote
of the holders of the shares then entitled to vote to elect that director
provided the number of votes cast to remove him exceeds the number of votes cast
not to remove him.
3.5 Vacancies. Any vacancy occurring in the Board, including any vacancy
created by reason of an increase in the number of directors, may be filled by
the affirmative vote of a majority of the remaining directors, though the
remaining directors constitute less than a quorum of the Board; provided,
however, if a vacancy is created by removal of a director by action of the
shareholders, then the shareholders shall have the right to fill such vacancy at
the same meeting or any adjournment thereof.
3.6 Regular Meetings. A regular meeting of the Board shall be held without
notice other than this bylaw immediately after the annual meeting of share-
holders, 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 share-
holders. The Board may provide, by resolution, the time and place, either within
or outside the State, for the holding of additional regular meetings without
notice other than such resolution.
3.7 Special Meetings. Special meetings of the Board may be called by or at
the request of the president, secretary or any director. The president or
secretary calling any special meeting of the Board may fix any place, either
within or without the State, as the place for holding any special meeting of the
Board called by them, and if no other place is fixed the place of the meeting
shall be the principal business office of the Corporation in the State.
3.8 Notice; Waiver. Except to the extent provided in Section 3.6 of these
Bylaws, notice of each meeting of the Board shall be given to each director
(a) by personal delivery, telegram or cablegram not less than forty-eight (48)
hours before the meeting or (b) by first-class mail, addressed to the business
address or such other address as the director shall have designated in a writing
filed with the secretary, and mailed not less than five (5) business days before
the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with postage prepaid and properly addressed.
If sent by telegram or cablegram, such notice shall be deemed to be delivered
when delivered or communicated to the telegraph or cablegram company. However,
any notice to any director required under these Bylaws or under any provision of
law may be waived if such director signs a waiver of notice at any time, either
before or after the time of the meeting. If a director has not been given notice
as required under these Bylaws or under provisions of law, but the director
attends the meeting, the director's attendance shall constitute a waiver of
notice of such meeting and a waiver of all objections to the time and place of
the meeting and the manner in which it was called or convened, except, when a
director states, at the beginning of such meeting, or promptly upon his arrival
at the meeting, any objection to the transaction of business because the meeting
was not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board need be
specified in either the notice of or a waiver of notice of any regular or
special meeting.
3.9 Attendance via Telephone Conference Call. Except to the extent other-
wise provided by law, any meeting of the Board may be attended by any or all of
the directors by means of a conference telephone (or similar communications
equipment) through the use of which all directors participating in the meeting
can hear each other at the same time. Such attendance by any or all directors
shall constitute presence by each such director in person at such meeting and
such meeting shall constitute a valid meeting of the Board for all purposes of
the laws and these Bylaws. Any action taken by the Board at such meeting shall
constitute a valid action of the Board for all purposes of the law and these
Bylaws.
3.10 Quorum and Voting. Except as otherwise provided by law, the Articles
of Incorporation, or these Bylaws, a majority of the number of directors fixed
in Section 3.1 of these Bylaws shall constitute a quorum for the transaction of
business at any meeting of the Board. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
if a quorum is present when the vote is taken, unless the act of a greater
number is required by law, the Articles of Incorporation or these Bylaws.
3.11 Adjournment. A majority of the directors present, whether or not a
quorum exists, may adjourn any meeting of the Board to another time and place.
Notice of the adjourned meeting shall be given to each director in accordance
with Section 3.8 of these Bylaws, unless all of the directors of the full Board
are present at the time of adjournment and the time and place of the adjourned
meeting are announced at the time of the adjournment.
3.12 Committees. The Board, by resolution adopted by a majority of the full
Board, may designate from among its members an executive committee and other
committees. Each such committee shall consist of two (2) or more of the
directors who shall serve on the committee at the pleasure of the Board, and, to
the extent provided in such resolution, shall have and may exercise all the
authority of the Board, except that no committee shall have authority to:
(a) Approve or recommend to the shareholders actions or proposals
required by the Florida Business Corporation Act to be approved
by the shareholders;
(b) Fill vacancies in the Board or any committee thereof;
(c) Amend or repeal these Bylaws;
(d) Authorize or approve the reacquisition of shares unless
pursuant to a general formula or method specified by the Board;
or
(e) Authorize or approve the issuance, sale or contract for the
sale of shares, or determine the designation and relative
rights, preferences, and limitations of voting groups of shares
entitled to vote and be counted together collectively on
certain matters, except that the Board may authorize a
committee to do so within limits specifically prescribed by the
Board.
The Board, by resolution of the majority of the full Board, may
designate one or more directors as alternate members of a committee, who may act
in the place and stead of any absent member or members at any meeting of such
committee. Any committee established under this Section 3.12 may fix its own
rules for the conduct of its activities and shall make such reports of its
activities to the Board as the Board may request.
3.13 Action by Directors Without Meeting. Any action required or permitted
to be taken at a meeting of the Board (or a committee thereof) may be taken
without a meeting if all of the directors (or members of the committee) sign one
or more written consents describing the action so to be taken and such consent
or consents is or are filed in the minutes of the proceedings of the Board (or
committee). Such action by consent shall have the same effect as a unanimous
vote at a duly called and noticed meeting of the Board (or committee), and may
be described as such in any document. Action taken under this Section is
effective when the last director signs a consent describing the action, unless
the directors' consents specify a different effective date.
3.14 Presumption of Assent. A director who is present at a meeting of the
Board, or a committee thereof of which he is a member, at which action on any
corporate matter is taken, shall be deemed to have assented to the action taken
unless the director votes against such action, abstains from voting on the
action, or objects at the beginning of the meeting (or promptly upon his
arrival) to the holding of the meeting or to the transaction of specified
business at the meeting.
3.15 Compensation. The Board, irrespective of any personal interest of any
of its members, may establish reasonable compensation to be paid to each
director for such director's services to the Corporation as director, officer or
otherwise, or the Board may delegate such authority to an appropriate committee.
The Board also shall have authority to provide for, or to delegate authority to
an appropriate committee to provide for, reasonable pensions, disability or
death benefits, and other benefits or payments to directors, officers and
employees and to their estates, families, dependents, or beneficiaries on
account of prior services rendered by such director, officers and employees of
the Corporation. Each director shall be reimbursed for his necessary expenses
in connection with attending meetings of the Board or any committee thereof.
ARTICLE IV
----------
OFFICERS
4.1 Number. The Corporation shall have a president, a vice-president, a
secretary and such other officers and agents as the Board may, from time to
time, determine necessary, each of whom shall be chosen by the Board.
Any number of offices may be held by the same person.
4.2 Appointment and Term of Office. The officers of the Corporation to be
chosen by the Board shall be appointed at each annual meeting of the Board. The
Board may, from time to time, appoint, or may authorize a duly appointed officer
to appoint, such additional officers, assistant officers and agents as the Board
may deem necessary. Each officer shall hold office until a successor shall have
been duly chosen or until the officer's prior death, resignation or removal.
4.3 Resignation and Removal. An officer may resign at any time by
delivering notice to the secretary of the Corporation. A resignation is
effective when the notice is delivered unless the notice specifies a later
effective date. If a resignation is made effective at a later date and the Board
accepts the future effective date, the Board may fill the pending vacancy before
the effective date if the Board provides that the successor does not take office
until the effective date. Any officer or agent may be removed by the Board at
any time, with or without cause. Any officer or assistant officer, if appointed
by another officer, may likewise be removed by such officer.
4.4 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, or otherwise, shall be filled by the Board for the
unexpired portion of the term.
4.5 President. The president shall be the chief executive officer of the
Corporation and, subject to the control of the Board, shall in general supervise
and control all of the business and affairs of the Corporation and perform such
other duties as may be prescribed by the Board from time to time. The president
shall, when present, preside at all meetings of shareholders and the Board, and
shall generally do and perform all acts incident to the office of president, or
which are authorized or required by law. The president also shall have
authority, subject to such conditions as may be prescribed by the Board, to
appoint such agents and employees of the Corporation as the president shall deem
necessary, to prescribe their powers, duties and compensation, and to delegate
authority to them. Such agents and employees shall hold office at the discretion
of the president. The president may sign with the secretary (or with any other
proper officer of the Corporation thereunto authorized by the Board)
certificates for shares of the Corporation and any deeds, mortgages, bonds,
contracts, or other instruments which the Board has authorized to be executed,
except when the signing and execution thereof shall be expressly delegated by
the Board or by these Bylaws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise signed or executed.
4.6 Vice-Presidents. In the absence of the president or in the event of
the president's death, inability or refusal to act, or in the event for any
reason it shall be impracticable for the president to act personally, the
vice-president (or, in the event there is more than one vice-president, the
vice-presidents in the order designated by the Board, or in the absence of
designation, then in the order of their appointment), shall perform the duties
of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions on the president. Any vice-president may sign,
with the secretary or any assistant secretary, certificates for shares of the
Corporation, and shall perform such other duties and have such authority as from
time to time may be delegated or assigned to the vice-president by the president
or by the Board. The execution of any instrument of the Corporation by any
vice-president shall be conclusive evidence, as to third parties, of the
vice-president's authority to act in the stead of the president.
4.7 Secretary. The secretary shall (a) prepare the minutes of the meetings
of the shareholders, of the Board and of committees of the Board in one or more
books provided for such purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the records and seal of the Corporation, see that the seal of the
Corporation is affixed to all documents the execution of which on behalf of the
Corporation under its seal is duly authorized; (d) be responsible for the
authentication of the Corporation's records; (e) keep or arrange for the keeping
of a register of the post office address of each shareholder furnished to the
secretary; (f) sign with the president, or a vice-president, certificates for
shares of the Corporation, the issuance of which have been authorized by
resolution of the Board; (g) have general charge of the stock transfer books of
the Corporation; and (h) in general perform all duties incident to the office of
secretary and have such other duties and exercise such authority as from time to
time may be delegated or assigned to the secretary by the president or by the
Board.
4.8 Treasurer. If the Board determines that a treasurer is necessary, that
officer shall (a) have charge and custody of and be responsible for all funds
and securities of the Corporation; (b) receive and give receipts for monies due
and payable to the Corporation from any source whatsoever, and deposit all such
monies in the name of the Corporation in such banks, trust companies or other
depositories as shall be selected by or under the authority of a resolution of
the Board; and (c) in general perform all the duties incident to the office of
treasurer and have such other duties and exercise such other authority as from
time to time may be delegated or assigned to him by the president or by the
Board. If required by the Board, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the Board shall determine.
4.9 Assistant Secretaries and Assistant Treasurers. There shall be such
number of assistant secretaries and assistant treasurers as the Board may from
time to time authorize. Such assistant secretaries and assistant treasurers may
be appointed by the Board or, with the authorization of the Board, by a duly
appointed officer. The assistant secretaries may sign with the president or a
vice-president certificates for shares of the Corporation the issuance of which
have been authorized by a resolution of the Board. The assistant treasurers
shall respectively, if required by the Board, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the Board shall
determine. The assistant secretaries and assistant treasurers, in general, shall
perform such duties and have such authority as shall from time to time be
delegated or assigned to them by the secretary or the treasurer, respectively,
or by the president or the Board.
4.10 Other Assistants and Acting Officers. The Board, or an officer with
the authorization of the Board, shall have the power to appoint any person to
act as assistant to any officer, or as agent for the Corporation in his stead,
or to perform the duties of such officer whenever for any reason it is
impracticable for such officer to act personally, and such assistant or acting
officer or other agent so appointed by the Board shall have the power to perform
all the duties of the office to which he is so appointed to act, except as such
power may be otherwise defined or restricted by the Board.
4.11 Salaries. The salaries of the principal officers shall be fixed from
time to time by the Board or by a duly authorized committee thereof, and no
officer shall be prevented from receiving such salary by reason of the fact that
he is also a director of the Corporation.
ARTICLE V
---------
CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS
5.1 Contracts. The Board may authorize any officer or officers, agent or
agents, to enter into any contract or execute or deliver any instrument in the
name of and on behalf of the Corporation, and such authorization may be general
or confined to specific instances. In the absence of other designation, all
deeds, mortgages and instruments of assignment or pledge made by the Corporation
shall be executed in the name of the Corporation by the president or the
Vice-president; the secretary or an assistant secretary, when necessary or
required, shall affix the corporate seal thereto; and when so executed no other
party to such instrument or any third party shall be required to make any
inquiry into the authority of the signing officer or officers.
5.2 Loans. No indebtedness for borrowed money shall be contracted on
behalf of the Corporation and no evidences of such indebtedness shall be issued
in its name unless authorized by or under the authority of a resolution of the
Board. Such authorization may be general or confined to specific instances.
5.3 Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, and all notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by or under the authority of a resolution of the Board.
5.4 Deposits. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as may be selected by or under the
authority of a resolution of the Board.
5.5 Voting of Securities Owned by the Corporation. Subject always to the
specific direction of the Board, (a) any shares or other securities issued by
any other corporation and owned or controlled by this Corporation may be voted
at any meeting of security holders of such other corporation by the president
of this Corporation if he is present, or in his absence by any Vice-president
of this Corporation who may be present, and (b) whenever, in the judgment of the
president, or in his absence, of any Vice-president, it is desirable for this
Corporation to appoint a proxy or to execute written consent in respect to any
shares or other securities issued by any other corporation and owned by this
Corporation, such appointment or consent shall be executed in the name of this
Corporation by the president or one of the Vice-presidents of this Corporation,
without necessity of any authorization by the Board, affixation of corporate
seal or countersignature or attestation by another officer. Any person or
persons designated in the manner above stated as the proxy or proxies of this
Corporation shall have full right, power and authority to vote the shares or
other securities issued by such other corporation and owned by this Corporation
the same as such shares or other securities might be voted by this Corporation.
ARTICLE VI
----------
SHARES; CERTIFICATES FOR SHARES; TRANSFER OF SHARES
6.1 Shares May be Represented by Certificates. Shares of the Corporation
may, but need not be, represented by certificates. Except as otherwise provided
by law, the rights and obligations of shareholders are identical whether or not
their shares are represented by certificates.
6.2 Certificates for Shares. If shares of the Corporation are represented
by Certificates, such Certificates shall be in a form, consistent with law, as
shall be determined by the Board. Such certificates shall state the name of the
issuing corporation and that the corporation is organized under the laws of the
State and be signed by the president or a vice-president and by the secretary or
an assistant secretary. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the persons to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be registered upon the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except as provided in
Section 6.8 of these Bylaws.
6.3 Facsimile Signatures and Seal on Certificates. The signature of any
officer upon a certificate may be a facsimile if the certificate is manually
countersigned (a) by a transfer agent other than the Corporation or its
employee, or (b) by a registrar other than the Corporation or its employee. The
seal of the Corporation on any certificate for shares may be a facsimile.
6.4 Signature by Former Officers. If the person who signed (either
manually or in facsimile) a share certificate no longer holds office when the
certificate is issued, the certificate is nevertheless valid.
6.5 Transfer of Shares. Prior to due presentment of a certificate for
shares for registration of transfer, or prior to the registration of transfer of
shares not represented by certificates, the Corporation may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to exercise all the rights and powers of an owner.
Where a certificate for shares is presented to the Corporation with a request to
register for transfer, the Corporation shall not be liable to the owner or any
other persons suffering loss as a result of such registration of transfer if (a)
there were on the certificate the necessary endorsements, and (b) the
Corporation had no duty to inquire into adverse claims or has discharged any
such duty. The Corporation may require reasonable assurance that said
endorsements are genuine and effective and in compliance with such other
regulations as may be prescribed under the authority of the Board. Similarly,
the Corporation shall not be liable to the owner or any other persons suffering
loss as a result of a registration of transfer of shares not represented by a
certificate if evidence of such transfer is presented to the Corporation and the
Corporation had no duty to inquire into adverse claims or has discharged any
such duty. The Corporation may make reasonable inquiries into the validity of
any such transfer and may require reasonable assurance that such transfer is
valid and is in compliance with any other regulations as may be prescribed under
the authority of the Board.
6.6 Restrictions on Transfer. The face or reverse side of each certificate
representing shares shall bear a conspicuous notation of any restriction imposed
by the Corporation, or by an agreement between or among the Corporation and the
shareholders, upon the transfer of such shares. Shareholders holding shares not
represented by certificates shall be informed of any such restrictions upon the
transfer of their shares in accordance with Section 6.7.
6.7 Shares Without Certificates. The Board may authorize the issuance
without certificates of some or all shares of the Corporation's class of shares.
Such authorization shall not affect shares already represented by certificates
until and unless they are surrendered to the Corporation. The secretary shall,
within a reasonable time following the issue or transfer of shares without
certificates, provide to each new shareholder a written statement containing the
name of the Corporation, stating that the Corporation is organized under the
laws of the State, and setting forth the name of the person to whom the shares
are issued, the number and class of shares, including the designation of the
series, if any, of the shares issued to that person, the designations, relative
rights, preferences and limitations applicable to each class, the variations and
rights, preferences and limitations determined for each series, and the
authority of the Board to determine variations for future series, 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,
provided that any shares having a par value shall not be issued for a considera-
tion less than the par value thereof. 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 payment of the consideration for which
shares are to be issued shall have been received by the Corporation, such shares
shall be deemed fully paid and nonassessable by the Corporation. No share,
whether represented by a certificate or not, shall be issued, and no certificate
for any share shall be issued, until such share is fully paid.
ARTICLE VII
-----------
SEAL
7.1 The Board shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the Corporation and the State
and the words "Corporate Seal."
ARTICLE VIII
------------
AMENDMENTS
8.1 By Shareholders. These Bylaws may be altered, amended or repealed and
new Bylaws may be adopted by action of the shareholders at a meeting of the
shareholders duly called and noticed under the provisions of these Bylaws.
8.2 By Directors. Except as provided herein, these Bylaws may also be
altered, amended or repealed and new Bylaws may be adopted by action of the
Board; provided that no bylaw adopted by the shareholders shall be amended or
repealed by the Board if that bylaw so provides.
8.3 Implied Amendments. Any action taken or authorized by the shareholders
or by the Board, which would be inconsistent with the Bylaws then in effect but
is taken or authorized by affirmative vote of not less than the number of shares
or the number of directors required to amend the Bylaws so that the Bylaws would
be consistent with such action, shall be given the same effect as though the
Bylaws had been temporarily amended or suspended so far, but only so far, as is
necessary to permit the specific action so taken or authorized.
ARTICLE IX
----------
INDEMNIFICATION
9.1 Mandatory Indemnification. The Corporation shall, to the fullest
extent permitted by law, indemnify any person set forth in Section 9.2 against
any liability (including but not limited to any obligation to pay a judgment,
settlement, penalty, fine, or excise tax assessed with respect to an employee
benefit plan), and any expense (including but not limited to counsel fees), and
the Corporation shall advance to such person any reasonable expense, where such
liability or expense is incurred by such person in connection with any
proceeding. "Proceeding" for purposes of this Article IX shall include any
threatened, pending or completed action, suit or proceeding of any nature,
whether civil, criminal, administrative or investigative. Such rights of
indemnification and the advancement of expenses shall inure to the benefit of
the heirs, executors, administrators and personal representatives of such a
person and shall not be deemed exclusive of any other rights to indemnification
against liabilities or the advancement of expenses to which a party may be
entitled under any written agreement, board resolution, vote of shareholders or
law. The Corporation shall take any affirmative action necessary to effect such
indemnification or advancement of expenses under the requirements of applicable
law, including, without limitation, the requirements of Sections 607.0850(2),
607.0850(4) and 607.0850(5), Florida Statutes.
9.2 Indemnities. The mandatory indemnification provided for in Section 9.1
is available to any person who was or is a party or threatened to be made a
party to any proceeding by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of any
other corporation or enterprise, with respect to liabilities and expenses
arising from such proceeding.
9.3 Permissive Supplementary Benefits. The Corporation may, but shall not
be required to, supplement the rights of indemnification and advancement of
expenses under this Article IX by (a) purchasing insurance on behalf of any one
or more of such persons, whether or not the Corporation would be obligated to
indemnify or advance expenses for such person under this Article IX, (b)
entering into individual or group indemnification agreements with any one or
more of such persons, and (c) advancing related expenses to such a person.
9.4 Amendment. This Article IX may be amended or repealed only by action
of the shareholders and not by action of the Board.
Exhibit 23.2
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of DoctorSurf.com, Inc. on
Form SB-2 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
June 9, 1999
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<TOTAL-ASSETS> 245,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 250,000
<OTHER-SE> (5,000)
<TOTAL-LIABILITY-AND-EQUITY> 245,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
