UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
Archer Systems Limited, Inc.
----------------------------
(Name of Small Business Issuer in its charter)
Delaware 22-3652650
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
75 Lincoln Highway Route 27, Iselin, New Jersey 08830
- ------------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, (732) 906-9060
--------------
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
- --------------------------- ---------------------------
- --------------------------- ---------------------------
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.0001 par value
------------------------------
(Title of class)
<PAGE>
ITEM 1. DESCRIPTION OF BUSINESS
-----------------------
Archer Systems Limited, Inc., (the "Company") was established by Archer
Limited, a foreign corporation based in London, England. Archer Systems Limited,
Inc., was incorporated under the laws of the State of Delaware on March 19,
1986.
The Company was organized in June of 1986 for the purpose of acquiring the
name and all the outstanding common stock of Computer Technology International,
Inc., ("CTI") a publicly traded computer related technology company through the
exchange of stock. CTI in 1985 prior to the acquisition, had completed a
liquidation of its subsidiary Micro Merchants, Inc. through an assignment for
the benefit of creditors in New Jersey. This subsidiary represented
substantially all of the assets of CTI. At the date of the acquisition, CTI had
nominal assets.
There was no activity in the Company subsequent to the purchase of CTI
until all the common shares of CTI owned by the Company was sold to an
individual on December 14, 1998.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------
The Company is considered to be in the development stage as defined in the
Statement of Financial Accounting Standards ("FASB") No. 7. There have been no
operations since the date of incorporation. Management believes it will be able
to satisfy its cash requirements through debt financing and sales of equity
through private placements during the next twelve months. However, there can be
no assurance that the Company will be able to raise the financing required. The
Company intends to acquire, develop and/or operate Internet and Technology
related companies through majority owned subsidiaries or investment in other
Internet companies through venture capital arrangements. If successful in such
acquisition program, the number of employees would increase in proportion to the
companies acquired. At the present time, the Company has not submitted any
proposals for potential acquisition.
ITEM 3. DESCRIPTION OF PROPERTY
-----------------------
The Company owns no property. The Company shares office space at 75 Lincoln
Highway, Route 27, Iselin, New Jersey 08830.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The following table sets forth, as of the date of this report, the stock
ownership of each person known by the Company to be the beneficial owner of five
percent or more of the Company's Common Stock, each executive officer and
director individually and all executive officers and directors of the Company as
a group. No other class of voting securities is outstanding. Each person is
believed to have sole voting and investment power over the shares except as
noted.
2
<PAGE>
(a) Security ownership of certain beneficial owners
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent
Title of Class Owner Owner(1) of Class(2)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Henry Guell 90,000,000 17.3%
264 Skyline Lake Drive
Ringwood, NJ 07302
Common Peter J. Jegou(3) 51,000,000 9.8%
c/o Archer Systems Ltd.,Inc.
75 Lincoln Hwy, 2nd Fl.
Iselin, NJ 08830
</TABLE>
(b) Security ownership of management.
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent
Title of Class Owner Owner(1) of Class(2)
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Richard J. Margulies(4) 13,000,000 2.5%
75 Lincoln Hwy, Rt.27
Iselin, NJ 08830
Common Walter J. Krzanowski(5) 500,000 0.1%
75 Lincoln Hwy, Rt. 27
Iselin, NJ 08830
Common Includes all Officers and 13,500,000 2.6%
directors of the Company
as a group (2 persons)
(1) Includes the amount of shares each person or group has the right to
acquire within 60 days pursuant to options, warrants, rights,
conversion privileges or similar obligations.
(2) Based upon 520,496,750 shares outstanding, plus the amount of shares
each person or group has the right to acquire within 60 days pursuant
to options, warrants, rights, conversion privileges or similar
obligations.
(3) Peter J. Jegou individually owns 35,000,000 shares. Also, included are
2,000,000 shares owned by the Jegou Family Foundation which is
controlled by Peter J. Jegou and his wife, Carol A. Kulina-Jegou.
Included in the table is 14,000,000 shares owned by Zamora Funding,
Inc., a privately held company of which Peter J. Jegou is President
and Director.
(4) Richard Margulies is President and a Director of the Company.
(5) Walter J. Krzanowski is Secretary, Treasurer and a Director of the
Company. Walter J. Krzanowski individually owns 50,000 shares and
Dolores A. Krzanowski, his wife, individually owns 450,000 shares.
3
</TABLE>
<PAGE>
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
------------------------------------------------------------
Position Year First Became
Name Age With Company Director or Officer
- ---------------------------------------------------------------------------
Richard J. Margulies 50 President/Director 1998
Walter J. Krzanowski 57 Secretary/Treasurer 1998
Director
Each director serves until the next annual meeting of Shareholders and
until his respective successor is duly elected and qualifies; Executive officers
are elected by the Board to serve at the discretion of the directors.
RICHARD J. MARGULIES - President/Director- Has been an officer and director
of the Company since December 1998. Mr. Margulies has served as a management and
financial public relations consultant to a number of private and publicly held
companies over the past 20 years. From November 1988 to May of 1999 Mr.
Margulies was an officer and director of Greenleaf Technologies Corporation, a
company which is in the business of developing encryption and compression
software. From 1993 to December of 1997 Mr. Margulies was an officer and
director of Creative Media International, Inc. a public company that was in the
financial public relations and printing business. On or about February 1998,
Creative Media International, Inc. filed for reorganization under section 11 of
the U.S. Bankruptcy Code. From 1987 to the present, Mr. Margulies has been an
officer and director of Nightwing Entertainment Group, Inc., a publicly traded
company that is in the entertainment business. From December 1998 to the
present, Mr. Margulies has been a director and officer of Creative Gaming, Inc.,
a company that presently is inactive. From 1982 to 1983, Mr. Margulies was with
the Dratel Group, Inc., a NYSE member firm. From 1979 to 1982, he was a Vice
President with the firm Bear Stearns & Co., Inc. and from 1974 to 1979, he was
an account executive with Bache & Co.
WALTER J. KRZANOWSKI - Secretary/Treasurer-Director - Has been an officer
and director of the Company since December 1998. From March 1998 to November
1998, Mr. Krzanowski was the interim Controller of a privately held laundry
service management company. Mr. Krzanowski had been the Chief Financial Officer
and Treasurer of Creative Gaming, Inc., a publicly traded company from July 1995
to December 1997. From January to June 1995, Mr. Krzanowski served as an
independent consultant providing financial services to Creative Gaming, Inc.
From September 1993 to December 1994, Mr. Krzanowski was self-employed, acting
as a consultant to a number of companies providing accounting, financial
reporting and data processing services. From April 1986 to August 1993, Mr.
Krzanowski held financial and management information services positions with
Zenith Laboratories, Inc., a generic pharmaceutical company. Prior to joining
Zenith Laboratories, Mr. Krzanowski held various financial management positions
with Hoffmann-LaRoche, Inc., a major pharmaceutical company, from 1966 to 1986.
ITEM 6. EXECUTIVE COMPENSATION
----------------------
No compensation has been awarded to, earned by, or paid to Richard J.
Margulies, President or Walter J. Krzanowski, Secretary and Treasurer, during
the last completed fiscal year or as of the date of the filing of this Form
10-SB.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
The Company presently shares office space at 75 Lincoln Highway, Iselin,
N.J. The space is leased by GRQ Financial, Inc. which is solely owned by Richard
J. Margulies, President of Archer Systems Limited, Inc.
ITEM 8. LEGAL PROCEEDINGS
-----------------
None
4
<PAGE>
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
--------------------------------------------------------
(a) Market Information:
The Company's Common Stock is traded over-the-counter on the Electronic
Bulletin Board maintained by the National Association of Securities Dealers
under the Symbol "ARYN." There is no assurance that the Common Stock will
continue to be quoted or that any liquidity exists for the Company's
Shareholders.
The following table sets forth the quarterly quotes of high and low prices
for the Company's Common Stock on the OTC Bulletin Board during fiscal 1997 and
1998.
Fiscal 1998:
High Low
Quarter ended:
July 31, 1998 $0.001 $0.001
October 31, 1998 $0.001 $0.001
January 31, 1999 $0.250 $0.125
April 30, 1999 $0.035 $0.020
Fiscal 1997:
Quarter ended:
July 31, 1997 * *
October 31, 1997 * *
January 31, 1998 $0.001 $0.001
April 30, 1998 $0.001 $0.001
- ---------------------------------------------------
* Not available; last prior trade dated 12/23/98.
The source of this information is Bloomberg quotation services and
broker-dealers making a market in the Company's Common Stock. These prices
reflect inter-dealer prices, without retail markup, mark-down or commission and
may not represent actual transactions.
The closing sales price of the Common Stock as reported on the Electronic
Bulletin Board on August 3, 1999 was $.02.
(b) Holders.
As of July 1999, there were approximately 3,000 holders of record of the
Company's Common Stock (this number does not include beneficial owners who hold
shares at broker/dealers in "street-name").
(c) Dividends
The Company has paid no cash dividends on its Common Stock and management
does not anticipate that such dividends will be paid in the foreseeable future.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
---------------------------------------
None
ITEM 11. DESCRIPTION OF SECURITIES COMMON SHARES
---------------------------------------
The Company's securities consist of 600,000,000 authorized common shares,
par value $.0001 of which 520,496,750 shares are presently issued and
outstanding. Dividends may be declared by the board of directors at any regular
or special meetings. Section 170 of the Delaware Corporate Law which provides in
pertinent part, that the directors of every corporation, subject to any
restrictions contained in its certificate of incorporation, may declare and pay
dividends upon the shares of its capital stock, or to its members if the
corporation is a nonstock corporation organized for profit, either (1) out of
its surplus, as defined in and computed in accordance with section 154 and 244
of this title, or (2) in case there shall be no such surplus out of its net
profits for the fiscal year in which the dividend is declared and/or the
preceding fiscal year. Each share represents one vote at any shareholder
meeting. There are no preemption rights.
5
<PAGE>
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Section 7 of Article VII of the corporate by-laws provides as follows:
The corporation shall indemnify its officers, directors, employees and
agents to the extent permitted by the General Corporation Law of Delaware.
Section 145 of the Delaware Corporation Law provides:
(a) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than action by or in the right of the corporation) by
reason of the fact that [he] such person 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 for another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by [him] such person in connection with such
action, suit or proceeding if [he] such person acted in good faith and in a
manner [he] such person reasonably believed to be in or not opposed to the best
interest of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe [his] such person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not of itself, create a presumption that the person did not act in good
faith and in a manner which [he] such 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 reasonable cause to believe that [his] such
person's conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that [he] such person 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
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), actually and reasonably incurred
by [him] such person in connection with the defense or settlement of such action
or suit if [he] such person acted in good faith and in a manner [he] such person
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon allocation that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a present or former director [, officer, employee or
agent] or officer of a corporation has been successful on the merits or
otherwise in defense or any action, suit or proceeding referred to in
subsections (a) and (b), or in defense or any claim, issue or matter therein,
[he] such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by [him] such person in connection
therewith.
(d) Any indemnification under subsections (a) and (b) (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the present or former director,
officer, employee or agent is proper in the circumstances because [he] such
person has met the applicable standard of conduct set forth in subsections (a)
and (b). Such determination shall be made, with respect to a person who is a
director or officer at the time of such determination, (1) by a majority vote of
the directors who are not parties to such action, suit or processing, even
though less than a quorum, or (2) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or ([2]3) if
there are not such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or ([3]4), by the stockholders.
6
<PAGE>
(e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative, or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that [he] such person is not entitled to be indemnified by the
corporation as authorized in this Section. Such expenses (including attorneys'
fees) incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the [board of
directors] corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in [his] such person's
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have the power to purchase and maintain insurance
on behalf of any person who 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 another corporation, partnership, joint
venture, trust or other enterprise against and liability asserted against [him]
such person and incurred by [him] such person in any such capacity, or arising
out [his] such person's status as such, whether or not the corporation would
have the power to indemnify [him] such person against such liability under the
provisions of this section.
(h) For purposes of this Section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect to the resulting or
surviving corporation as [he] such person would have with respect to such
constituent corporation if its separate existence had continued.
(i) For purposes of this Section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants, beneficiaries;
and a person who acted in good faith and in a manner [he] such person reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" as referred to in this Section. (As
amended by Ch. 120, Laws of 1997.)
ITEM 13. FINANCIAL STATEMENTS
- -----------------------------
The information required by Item 13 and an index thereto commences on page
F-1, which pages follow the signature page.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
--------------------
None
7
<PAGE>
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
a. Financial Statements for fiscal year ending April 30, 1999
and 1998 are enclosed as part of Item 13 and commences on
page F-1.
b. List of Exhibits
Exhibit Number Description
3(a) Certificate of Incorporation of Company
filed with the Secretary of State of
Delaware on March 19, 1986.
3(a)(1) Certificate for renewal and revival of
Charter of the company filed with the
Secretary of State Division of
Corporations on December 2, 1998.
3(a)(2) Certificate of Amendment of the
Certificate of Incorporation of Archer
Systems Limited, Inc. filed with the
Secretary of State Division of
Corporation on February 22, 1999.
3(a)(3) Certificate of Correction to Certificate
of Amendment of the Certificate of
Incorporation of Archer Systems Limited
Inc. filed February 22, 1999 with the
Secretary of State Division of
Corporations.
3(b) Copy of the by-laws of the Company.
8
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
ARCHER SYSTEMS LIMITED, INC.
Date: August 4, 1999 By:/s/Richard J. Margulies
-----------------------
Richard J. Margulies
President
9
<PAGE>
Archer Systems Limited, Inc.
(A Development Stage Company)
TABLE OF CONTENTS TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Certified Public Accountants......................... F-2
Balance Sheet for the fiscal years ended April 30, 1999 and 1998........... F-3
Statement of Operations and Accumulated Deficit -
for the fiscal years ended April 30, 1999 and 1998.................... F-4
Statement of Cash Flows -
For the fiscal years ended April 30, 1999............................. F-5
Statement of Stockholder's Equity -
For the period from inception (March 19, 1986) through April 30, 1999. F-6
Notes to Consolidated Financial Statements................................. F-7
F-1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Stockholders and Board of Directors
Archer Systems Limited, Inc.
75 Lincoln Highway, Route 27, 2nd Floor
Iselin, NJ 08130
Gentlemen and Madames:
We have audited the accompanying balance sheet of Archer Systems Limited,
Inc. (A Development Stage Co.) as of April 30, 1999 and the related statements
of operations, accumulated deficits, and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position as of April 30, 1999, and the
results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.
The financial statements for the year ended April 30, 1998 were prepared by
management and accordingly we express no opinion or any other form of assurance
on them.
Our audits were made to form an opinion on the basic financial statements
taken as a whole. The supplemental schedule to the financial statements are
presented to comply with rules and regulations under the Securities and Exchange
Act of 1934 and are not otherwise a required part of the basic financial
statements. The statement of changes in stockholder's equity is presented for
purposes of additional analysis and is not a required part of the basic
financial statements. Such information has been subjected to the same auditing
procedures, except for all periods prior to May 1, 1998, applied in the audit of
the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/GERALD BRIGNOLA, CPA, PA
July 27, 1999
F-2
<PAGE>
ARCHER SYSTEMS LIMITED, INC.
(A Development Stage Company)
Balance Sheet
April 30, 1999 and 1998
ASSETS
Unaudited
4/30/99 4/30/98
------- ---------
Current Assets
Cash On Hand......................................$ 200 $ 0
------- --------
Total Assets.................................$ 200 $ 0
======= ========
LIABILITIES AND STOCKHOLDER'S DEFICIT
Current Liabilities
Accounts Payable..................................$20,000 $ 0
------- --------
Total Liabilities............................ 20,000 0
------- --------
Stockholder's Deficit
Common stock, $.0001 Par Value,
600,000,000 Shares Authorized
520,496,750 Shares Issued......................... 0 0
Accumulated Deficit..........................(19,800) 0
-------- --------
Total Liabilities & Stockholder's Deficit.........$ 200 $ 0
======== ========
See accountants' report and notes to financial statements
F-3
<PAGE>
ARCHER SYSTEMS LIMITED, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
For the Fiscal Years Ended April 30, 1999 and 1998
Unaudited
4/30/99 4/30/98
------- ---------
<S> <C> <C>
Income
Sale of Securities............................. $ 200 $ 0
Expenses
Fees - Audit..................................... (20,000) 0
-------- --------
Net Loss ............................................ (19,800) 0
Accumulated Earnings - Beginning..................... 0 0
-------- --------
Accumulated Deficit - Ending......................... (19,800) 0
======== ========
Net Loss Per Share..................................$(.000038) $ 0
========= ========
</TABLE>
See accountants' report and notes to financial statements
F-4
<PAGE>
ARCHER SYSTEMS LIMITED, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Fiscal Years Ended April 30, 1999 and 1998
<TABLE>
<CAPTION>
Unaudited
4/30/99 4/30/98
------- ---------
<S> <C> <C>
Cash Flows From Operations
Net Loss........................................$ (19,800) $ 0
Adjustments to Reconcile Net Increase
to Net Cash Provided by Operations
Net Increase in Current Liabilities............. 20,000 0
------- ---------
Net Cash Provided by Operations..................... 200 0
Cash Balance Beginning of Year...................... 0 0
------- ---------
Cash Balance End of Year............................$ 200 $ 0
======= =========
</TABLE>
See accountants' report and notes to financial statements
F-5
<PAGE>
ARCHER SYSTEMS LIMITED, INC.
(A Development Stage Company)
Statement of Stockholder's Deficit
For the period from inception (March 19, 1986) through April 30, 1999
<TABLE>
<CAPTION>
Additional Retained
Common Stock Paid-in Earnings
Shares Amount Capital (Deficit)
-----------------------------------------------------
<S> <C> <C> <C> <C>
Balance, Inception March 19, 1986
to April 30, 1998 Unaudited................. 0 $ 0 $ 0 $ 0
Echange of 520,496,750 shares of
common stock for 520,496,750
shares of Computer Technology
International, Inc. common stock
(1 for 1 stock swap)..................... 520,496,750 0 0 0
-----------------------------------------------------
Balance, April 30, 1999..................... 520,496,750 0 0 0
Net Loss for Period Ending
April 30, 1999........................... 0 0 0 (19,800)
-----------------------------------------------------
Balance, April 30, 1999..................... 520,496,750 $ 0 $ 0 $(19,800)
=====================================================
</TABLE>
See accountants' report and notes to financial statements
F-6
<PAGE>
Archer Systems Limited, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENT
April 30, 1999
Note 1 - Organization and Summary of Significant Accounting Policies
A. Organization: Archer Systems Limited, Inc. was incorporated on March
19, 1986, under the laws of the State of Delaware. The Company was
established by Archer Limited, a foreign corporation based in London,
England which is no longer in existence. The Company adopted a fiscal
year ending, April 30.
The Company was organized to acquire the name and all the common stock
of a publicly traded computer related technology company. The Company
exchanged common stock on a one for one basis for the shares of the
computer technology company. On December 14, 1998, the Company sold
the name of Computer Technology International, Inc. to an individual
for $200.
Archer Systems Limited, Inc. intends to acquire, develop and/or
operate Internet and Technology related companies through majority
owned subsidiaries or investment in other internet companies through
venture capital arrangements. At the present time, the Company has not
submitted any proposals for potential acquisition.
Because of the speculative nature of the Company, there are
significant risks which are summarized as follows:
- Newly formed company has no operating history and minimal assets.
- Limited funds available for acquisitions.
- Management is inexperienced and offers limited time commitment.
- Conflict-of-interest, as all employees have other part-time or
full-time employment.
- The Company is considered to be in the development stage as
defined in the Statement of Financial Accounting Standards No. 7.
There have been no operations since incorporation.
B. The preparation of financial statements in conformity with generally
accepted principles, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the period. Actual results could differ from those estimates.
F-7
<PAGE>
Archer Systems Limited, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENT
April 30, 1999
C. Method of Accounting: The financial statements have been prepared in
accordance with the accrual basis method of accounting. Under this
method of accounting, income and expenses are identified with specific
periods of time and are recorded as earned or incurred without regard
to date of receipt or disbursements of cash.
D. Earnings Per Share: Computed by dividing the net loss by the weighted
average number of shares outstanding during the year. Common stock
equivalents have been included in the earnings per share computation
because of their anti-dilutive effect.
Note 2 - Stockholders' Equity
Incorporation Shares: Upon incorporation, the Company had authorized
100 shares of common stock, no par value.
In June 1986, the company's officers approved a change in the
authorized shares from 100 shares of common stock, no par value, to
600,000,000 shares of common stock, $.0001 par value. The increase in
authorized shares was ratified by the majority stockholder and
directors on December 14, 1998.
In June 1986, the Company exchanged 520,496,750 shares of common stock
of the Company for all the issued and outstanding common shares, on a
one for one basis, of Computer Technology International, Inc. (see
Note #1A).
Note 3 - Leases
As of June 1, 1999, the Company shares office space at 75 Lincoln
Highway, Iselin, New Jersey. The space is leased by GRQ Financial,
Inc. which is solely owned by Richard J. Margulies, President of the
Company. No rent is presently charged to the Company by GRQ Financial,
Inc. and no formal lease exists between GRQ Financial, Inc. and
Company.
Note 4 - Related Party Transactions
The Company presently shares office space at 75 Lincoln Highway,
Iselin, New Jersey. The space is leased by GRQ Financial, Inc. which
is solely owned by Richard J. Margulies, President of Archer Systems
Limited, Inc.
F-8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No Description Page
- ---------- ------------------------------------------- ----
<S> <C> <C>
3(a) Certificate of Incorporation of Company 2
filed with the Secretary of State of
Delaware on March 19, 1986.
3(a)(1) Certificate for renewal and revival of 3
Charter of the company filed with the
Secretary of State Division of
Corporations on December 2, 1998.
3(a)(2) Certificate of Amendment of the 4
Certificate of Incorporation of Archer
Systems Limited, Inc. filed with the
Secretary of State Division of
Corporation on February 22, 1999.
3(a)(3) Certificate of Correction to Certificate 5
of Amendment of the Certificate of
Incorporation of Archer Systems Limited
Inc. filed February 22, 1999 with the
Secretary of State Division of Corporations.
3(b) Copy of the by-laws of the Company. 6
1
</TABLE>
CERTIFICATE OF INCORPORATION
of
ARCHER SYSTEMS LIMITED, INC.
FIRST. The name of this corporation is ARCHER SYSTEMS LIMITED, INC.
SECOND. Its registered office in the State of Delaware is to be located at
____________ ___725 Market Street ______ in the ____City of Wilmington county of
____New Castle_____ __________________ The registered agent in charge thereof is
The Company Corporation _____________________________________ at _______same as
above___________________ .
THIRD. The nature of the business and, the objects and purposes to be
transacted, promoted and carried on, are to do any or all the things herein
mentioned, as fully and to the same extent as natural persons might or could do,
and in any part of the world, viz:
"The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of Delaware."
FOURTH. The amount of the total authorized capital stock of the corporation
is _______ _________100___ shares of ________No________ Par Value.
FIFTH. The name and mailing address of the incorporator is as follows:
NAME: ADDRESS: ____MARSHA MILLS______________ 725 MARKET ST., WILMINGTON, DE
19801
SIXTH. The powers of the incorporator are to terminate upon filing of the
certificate of incorporation, and the name(s) and mailing address(s) of persons
who are to serve as director(s) until the first annual meeting of stockholders
or until their successors are elected and qualify are as follows: Name and
address of director(s) ARCHER LIMITED, 23 COLLEGE HILL, LONDON EC4R 2RD
SEVENTH. The Directors shall have the power to make and to alter or amend
the By-Laws; to fix the amount to be reserved as working capital, and to
authorize and cause to be executed, mortgages and liens without limit as to the
amount, upon the property and franchise of the Corporation.
With the consent in writing, and pursuant to a vote of the holders of a
majority of the capital stock issued and outstanding, the Directors shall have
the authority to dispose, in any manner, of the whole property of this
corporation.
The By-Laws shall determine whether and to what extent the accounts and
books of this corporation, or any of them shall be open to the inspection of the
stockholders; and no stockholder shall have any right of inspecting any account,
or book or document of this Corporation, except as conferred by the law or the
By-Laws, or by resolution of the stockholders.
The stockholders and directors shall have power to hold their meetings and
keep the books, documents and papers of the Corporation outside of the State of
Delaware, at such places as may be from time to time designated by the By-Laws
or by resolution of the stockholders or directors, except as otherwise required
by the laws of Delaware.
It is the intention that the objects, purposes and powers specified in the
Third paragraph hereof shall, except where otherwise specified in said
paragraph, be nowise limited or restricted by reference to or inference from the
terms of any other clause or paragraph in this certificate of incorporation, but
that the objects, purposes and powers specified in the Third paragraph and in
each of the clauses or paragraphs of this charter shall be regarded as
independent objects, purposes and powers.
I, THE UNDERSIGNED, for the purpose of forming a Corporation under the laws
of the State of Delaware, do make, file and record this Certificate and do
certify that the facts herein are true; and I have accordingly hereunto set my
hand.
DATED AT: 3/19/86
State of Delaware
County of New Bath /s/Marsha Mills
2
CERTIFICATE FOR RENEWAL AND REVIVAL OF
CHARTER OF
ARCHER SYSTEMS LIMITED, INC.
Archer System Limited, Inc., a corporation organized under the laws of
Delaware, the Certificate of Incorporation of which was filed in the office of
the Secretary of State on the 19th day of March, 1986, and recorded in the
office of the Recorder of Deeds for Kent, County, the charter of which was
voided for non-payment of taxes, now desires to procure a restoration, renewal
and revival of its charter, and hereby certifies as follows:
[1] The name of the Corporation is:
ARCHER SYSTEMS LIMITED, INC.
[2] Its registered office in the State of Delaware is located at 15
East North Street, Dover, Delaware, 19901, County of Kent, and
the names of its registered agent is Incorporating Services,
Ltd., at that address.
[3] The date when the restoration, renewal and revival of the charter
of the Corporation is to commence is the 28th day of February,
1989, same being prior to the date of the expiration of the
charter. This renewal and revival of the charter of the
Corporation is to be perpetual.
[4] The Corporation was duly organized and carried on the business
authorized by its charter until the 1st day of March, 1989, A.D.,
at which time its charter became inoperative and void for
non-payment of taxes and this certificate for renewal and revival
is filed by authority of the duly elected directors of the
Corporation in accordance with the Laws of the State of Delaware.
IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312
of the General Corporation Law of the State of Delaware, as amended, providing
for the renewal, extension and restoration of charters, the last and acting
President of Archer Systems Limited, Inc., have hereunto set their hands to this
certificate on this 2nd day of December, 1998.
/s/Richard J. Margulies
Richard J. Margulies
Last and Acting President
3
CERTIFICATE OF AMENDMENT OF
THE CERTIFICATE OF INCORPORATION OF
ARCHER SYSTEMS LIMITED, INC.
Pursuant to Section 242 of the Delaware Code, as amended
WE, THE UNDERSIGNED, Richard J. Margulies and Walter J. Krzanowski, being
the President and the Secretary, respectively, of Archer Systems Limited, Inc.,
a corporation organized and existing by virtue of the General Corporation Law of
the State of Delaware, do hereby certify and set forth:
FIRST: That at a meeting of the Board of Directors of Archer Systems
Limited, Inc., duly held and convened on the 14th day of January 1999,
resolutions were adopted setting forth a proposed amendment to the Certificate
of Incorporation of said Corporation and declaring said amendment advisable. The
resolution setting forth the proposed amendment is as follows:
RESOLVED that the Certificate of Incorporation of this Corporation be,
and it hereby is, amended by changing the Article thereof numbered
Fourth, to read as follows:
FOURTH: The aggregate number of shares of stock which the Corporation shall
have the authority to issue is six hundred million (600,000,000) common shares,
each being at $ .0001 par value.
IN WITNESS WHEREOF, Archer Systems Limited, Inc., has caused this
Certificate to be signed by its President and attested by its Secretary, on this
22nd day of February, 1999.
ARCHER SYSTEMS LIMITED, INC.
By:/s/ Richard J. Margulies
------------------------
Richard J. Margulies, President
Attested
By:/s/ Walter J. Krzanowski
------------------------
Walter J. Krzanowski, Secretary
4
CERTIFICATE OF CORRECTION OF
CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF
INCORPORATION OF ARCHER SYSTEMS LIMITED, INC.
FILED 2/22/1999 WITH THE SECRETARY OF STATE
Pursuant to Section 103 of the Delaware Code, as amended
WE, THE UNDERSIGNED, Richard J. Margulies and Walter J. Krzanowski, being
the President and the Secretary, respectively, of Archer Systems Limited, Inc.,
a corporation organized and existing by virtue of the General Corporation Law of
the State of Delaware, do hereby certify and set forth:
FIRST: That the Certificate of Amendment of the Certificate of
Incorporation of Archer Systems Limited, Inc., filed February 22, 1999 reflects
an incorrect date for the meeting of the Board of Directors and an incorrect
date for the adoption of the resolution proposing the amendment.
The correct form of the portion of the instrument adjusted reads as
follows:
FIRST: That at a meeting of the Board of Directors of Archer Systems
Limited, Inc., duly held and convened on the 14th day of December 1998,
resolutions were adopted setting forth a proposed amendment to the Certificate
of Incorporation of said Corporation and declaring said amendment advisable. The
resolution setting forth the proposed amendment is as follows:
IN WITNESS WHEREOF, Archer Systems Limited Inc., has caused this
certificate of correction to be signed by its President and attested by its
Secretary, on this 3rd day of June, 1999.
ARCHER SYSTEMS LIMITED, INC.
By:/s/Richard J. Margulies
-----------------------
Richard J. Margulies, President
Attested
By:/s/Walter J. Krzanowski
-----------------------
Walter J. Krzanowski, Secretary
5
Archer Systems Limited, Inc.
* * * * *
BY - LAWS
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office is 15 East North Street, Dover, Delaware,
19901, County of Kent with its principal office at 75 Lincoln Highway Route 27,
Iselin, NJ 08830.
Section 2. The corporation may also have offices at such other places both
within and without the State of New Jersey as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of directors
shall be held in the State of New Jersey at such place as may be fixed from time
to time by the board of directors, or at such other place either within or
without the State of New Jersey as shall be designated from time to time by the
board of directors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of New Jersey, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders, commencing with the year 2000,
shall be held on the 1st day of May, if not a legal holiday, and if a legal
holiday, then on the next secular day following, at 1 P.M., or at such other
date and time as shall be designated from time to time by the board of directors
and stated in the notice of the meeting, at which they shall elect by a
plurality vote a board of directors, and transact such other business as may
properly be brought before the meeting.
6
<PAGE>
Section 3. Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder entitled to vote at such
meeting not less than three nor more than sixty days before the date of the
meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owing a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 6. Written notice of a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be given not less than three nor more than sixty days before the date of
the meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.
Section 8. The holders of 51% of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been.
7
<PAGE>
transacted at the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is upon which by express provision of the statutes or of the
certificate of incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of incorporation
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of the capital stock having voting
power held by such stockholder, but no proxy shall be voted on after three years
from its date, unless the proxy provides for a longer period.
At all elections of directors of the corporation each stockholder having
voting power shall be entitled to exercise the right of cumulative voting as
provided in the certificate of incorporation.
Section 11. Unless otherwise provided in the certificate of incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be give to those stockholders who
have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors, which shall constitute the whole board,
shall be neither less than one (1) nor more than eight (8). The first board
shall consist of one (1) director. Thereafter, within the limits above
specified, the number of directors shall be determined by resolution of the
board of directors or by the stockholders at the annual meeting. The directors
shall be elected at the annual meeting of the stockholders, except
8
<PAGE>
as provided in Section 2 of this Article, and each director elected shall
hold office until his successor is elected and qualified. Directors need not be
stockholders.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.
Section 3. The business of the corporation shall be managed by or under the
direction of its board of directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statue or by
the certificate of incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of New Jersey.
Section 5. The first meeting of each newly elected board of directors shall
be held at such time and place as shall be fixed by the vote of the stockholders
at the annual meeting and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the stockholders to fix
the time or place of such first meeting is not held at the time and place so
fixed by the stock-holders, the meeting may be held at such time and place as
shall be specified in a notice give as hereinafter provided for special meetings
of the board of directors, or as shall be specified in a written waiver signed
by all of the directors.
Section 6. Regular meetings of the board of directors may be held without
notice at such time and at such place as shall form time to time be determined
by the board.
9
<PAGE>
Section 7. Special meetings of the board may be called by the president on
one days notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the president or secretary in like manner
and on like notice on the written request of two directors unless the board
consists of only one director; in which case special meetings shall be called by
the president or secretary in like manner and on like notice on the written
request of the sole director.
Section 8. At all meetings of the board of directors shall constitute a
quorum for the transaction of business and the act of a majority of the
directors present at any meetings at which there is a quorum shall be the act of
the board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum shall not be present
at any meeting of the board of directors the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of incorporation
or these by-laws, any action required or permitted to be taken at any meeting of
the board of directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of incorporation
or these by-laws, members of the board of directors, or any committee designated
by the board of directors, may participate in a meeting of the board of
directors, or any committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a majority
of the whole board, designate one or more committees, each committee to consist
of one or more of the directors of the corporation. The board may designate one
or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
absent or disqualified member.
10
<PAGE>
Any such committee, to the extent provided in the resolution of the board
of directors, shall have and may exercise all the powers and authority of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the by-laws of the corporation; and,
unless, the resolution or the certificate of incorporation so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of incorporation
or these by-laws, the board of directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of incorporation
or by law, any director or the entire board of directors may be removed, with or
without cause, by the holders of a majority of shares entitled to vote at an
election of directors.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board of
directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant.
11
<PAGE>
secretaries and assistant treasurers. Any number of offices may be held by
the same person, unless the certificate of incorporation or these by-laws
otherwise provides.
Section 2. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president, one or more vice-presidents, a
secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation shall
be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors. Any vacancy occurring in any office of the corporation
shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other officer or gent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of inability or
refusal to act, the vice-president (or in the event there be more than one
vice-president, the vice-presidents in the order designated by the directors, or
in the absence of any designation, the in the order of their election) shall
perform the duties of the president, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the president. The
vice-presidents shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.
12
<PAGE>
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.
Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there by no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, as
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety of sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
13
<PAGE>
Section 14. The assistant treasurer, or if there shall be more than one,
the assistant treasurers in the order determined by the board of directors or if
there be no such determination, then in the order of their election, shall, in
the absence of the treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the treasurer and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
ARTICLE VI
CERTIFICATE OF STOCK
SECTION 1. Every holder of stock in the corporation shall be entitled to
have a certificate, signed by, or in the name of the corporation by, the
chairman or vice-chairman of the board of directors, or the president or a
vice-president and the treasurer or an assistant treasurer, or the secretary or
an assistant secretary of the corporation, certifying the number of shares owned
by him in the corporation.
Certificates may be issued for partly paid shares and in such case upon the
face or back of the certificates issued to represent any such partly paid
shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.
If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue or represent such class or series of stock, provided that, except as
otherwise provided in the General Corporation Law of Delaware, in lieu of the
fore-going requirements, there may be set forth on the face or back of the
certificate which the corporation shall issue to represent such class or series
of stock, a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
Section 2. Any of or all the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
14
<PAGE>
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates therefore
issued by the corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorized such issue of a new
certificate or certificates, the board of directors may, in its discretion and
as a condition precedent to the issuance thereof, requires the owner of such
lost, stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the board of directors may fix a new record for the adjourned
meeting.
15
<PAGE>
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject to
the provisions of the certificate of incorporation, if any, may be declared by
the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conductive to the interest of the
corporation, and the directions may modify or abolish any such reserve in the
manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting, and
at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.
CHECKS
Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.
16
<PAGE>
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
Section 7. The corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the General Corporation Law of
Delaware.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed or new by-laws
may be adopted by the stockholders or by the board of directors, when such power
is conferred upon the board of directors by the certificate of incorporation at
any regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors if notice of
such alteration, amendment, repeal or adoption of new by-laws be contained in
the notice of such special meeting. If the power to adopt, amend or repeal
by-laws is conferred upon the board of directors by the certificate of
incorporation is shall not divest or limit the power of the stockholders to
adopt, amend or repeal by-laws.
By:/s/Richard J. Margulies
Richard J. Margulies
Chairman of the Board
President
Date: December 14, 1998
17
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