As filed with the SEC on August 17, 1999 SEC Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10SB
GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section
12(b) or (g) of the Securities Exchange Act of
1934
Yang Holding Company
(Exact name of registrant as specified in its charter)
Nevada Applied For
(State or other jurisdiction of (I.R.S. Employer Identi-
incorporation or organization) fication No.)
2503 W. Gardner Ct., Tampa, FL. 33611
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (813) 831-9348
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which to be so
registered each class is to be registered
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of class)
Preferred Stock
(Title of class)
1
<PAGE>
Information Required in Registration Statement
Item 1. Business.
PROPOSED BUSINESS
History and Organization
We were organized under the laws of the State of Nevada in August, 1999.
Since inception, our primary activity has been directed to organizational
efforts. We were formed as a vehicle to acquire a private company in China
desiring to become an SEC reporting company in order thereafter to secure a
listing on the over the counter bulletin board.
Operations
We were organized for the purposes of creating a corporate vehicle to seek,
investigate and, if such investigation warrants, engage in business combinations
presented to us by persons or firms who or which desire to become an SEC
reporting company. We have held preliminary discussions with HAINAN ZHIYE GROUP
COMPANY LTD OF HAIKOU, HAINAN CHINA concerning an acquisition of one of their
subsidiaries owning hotels and restaurants. We will refer to this subsidiary as
Hainan Sub.
We do not currently engage in any business activities that provide any cash
flow. The costs of identifying, investigating, and analyzing business
combinations will be paid with money in our treasury or loaned by management.
This is based on an oral agreement between management and us.
A business combination with Hainan Sub will involve a share exchange with
Hainan such that Hainan Sub will become a wholly-owned subsidiary. Shareholders
of Hainan will receive a to-be-negotiated number of our shares in the exchange.
We will combine with just one acquisition candidate.
Upon closing of a business combination, there will be a change in control
which will result in the resignation of our present officer and director.
Evaluation of Business Combinations
The analysis of the business combinations is being undertaken by or under
the supervision of our officer and director who is not a professional business
analyst.
Because we will be subject to Section 13 or 15(d) of the Securities
Exchange Act of 1934, we will be required to furnish certain information about
significant acquisitions, including audited financial statements for the
business acquired, covering one, two or three years depending upon the relative
size of the acquisition.
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<PAGE>
Business Combination
On the closing of a business combination, the acquisition candidate will
have significantly more assets than us; therefore, management plans to offer a
controlling interest in us to the acquisition candidate. Although the actual
terms of a transaction to which we may be a party cannot be predicted, we may be
expected that the parties to the business transaction will find we desirable to
avoid the creation of a taxable event and thereby structure the acquisition in a
so-called tax-free reorganization under Sections 368(a)(1) or 351 of the
Internal Revenue Code of 1954. In order to obtain tax-free treatment under the
code, it may be necessary for the owners of the acquired business to own 80% or
more of the voting stock of the surviving entity. In such event, our
shareholders would retain less than 20% of the issued and outstanding shares of
the surviving entity, which would be likely to result in significant dilution in
the equity of such shareholders. In addition, our director and officer will, as
part of the terms of the acquisition transaction, resign as director and
officer.
Management and other shareholders will sell the portion of their common
stock they do not retain in accordance with the terms of the acquisition
agreement for the aggregate sum
of $1.00 upon the closing of the acquisition.
We anticipate that we will agree to register securities issued in the
acquisition transaction either at the time the transaction is closed, under
certain conditions, or at specified times thereafter. The issuance of
substantial additional securities and their potential sale into any trading
market which may develop in our common stock may have a depressive effect on
such market.
Hainan Sub is not in any way wholly or partially beneficially owned by any
officer, director, promoter or affiliate or associate of us.
We have adopted a policy that we will not pay a finder's fee to any member
of management for locating a merger or acquisition candidate. No member of
management intends to or may seek and negotiate for the payment of finder's
fees. In the event there is a finder's fee, it will be paid at the direction of
the successor management after a change in management control resulting from a
business combination. Our policy regarding finder's fees is based on an oral
agreement between management and us. Management is unaware of any circumstances
under which such policy through their own initiative may be changed.
Employees
We presently have no employees. Our officer and director is engaged in business
activities outside of us, and the amount of time he will devote to our business
and that of all other blank check companies with which he is affiliated will
only be between five (5) and twenty (20) hours aggregate per week. It is
anticipated that management will devote the time necessary each month to our
affairs of until a successful business opportunity has been acquired.
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Year 2000 Issues
Because we currently have no operations, we do not anticipate incurring
significant expense with regard to Year 2000 issues.
Item 2. Financial Information.
SELECTED FINANCIAL DATA
The following information concerning our financial position and operations is as
of and for the two days ended August 12, 1999.
Total assets $ 0
Total liabilities 0
Equity 0
Sales 0
Net loss 617
Net loss per share 0.00
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
We are a development stage entity, and have neither engaged in any
operations nor generated any revenues to date. We have no assets. Our expenses
for the two days ended August 12, 1999, primarily funded by a contribution from
management,
are $617.
Substantially all of our expenses that must be funded by management will be
from our efforts to identify a suitable acquisition candidate and close the
acquisition. Management has orally agreed to fund our cash requirements until
an acquisition is closed. So long as management does so, we will have
sufficient funds to satisfy our cash requirements. This is primarily because we
anticipate incurring no significant expenditures. Before the conclusion of an
acquisition, we anticipate our expenses to be limited to accounting fees, legal
fees, telephone, mailing, filing fees, occupational license fees, and transfer
agent fees.
We do not intend to seek additional financing. At this time we believe that
the funds to be provided by management will be sufficient for funding our
operations until we find an acquisition and therefore do not expect to issue any
additional securities before the closing of a business combination.
We expect no Year 2000 problems, as our business is not dependent upon any
computer. However, the business we acquire could experience interruptions in its
business and significant losses if it or its customers or vendors rely on
computer information systems that are unable to accurately process dates
beginning on January 1, 2000.
Item 3. Properties.
4
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We are presently using the office of Michael T. Williams, 2503 W. Gardner Ct.,
Tampa FL, at no cost as our office. Such arrangement is expected to continue
only until a business combination is closed, although there is currently no such
agreement between us and Mr. Williams. We at present own no equipment, and do
not intend to own any.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth information about our current shareholder. The
person named below has sole voting and investment power with respect to the
shares. The numbers in the table reflect shares of common stock held as of the
date of this Form 10SB:
Shares Owned Percentage
- --------------------------------------------------------------------------------
Michael T. 250,000 25%
Williams
2503 W. Gardner Ct.
Tampa FL 33611
Inter-Global 750,000 75%
Investments, Inc.(1)
2666 Tigertail Ave. #104
Coconut Grove FL 33133
- - ------------------------------------------------------------------------------
All directors and 250,000 25%
officers as a
group -
1 persons
- --------------------------------------------------------------------------------
(1) The sole officer, director and stockholder of Inter-Global is James Chow.
(2) Mr. Williams may be deemed our founder and promFORMoter, as those terms
are defined under the Securities Act of 1933.
Item 5. Directors and Executive Officers.
The following table and subsequent discussion sets forth information about our
director and executive officer, who will resign upon the closing of the
acquisition transaction. Our director and executive officer was elected to his
position in August, 1999.
Name Age Title
Michael T. Williams 50 President, Treasurer and Director
Michael T. Williams responsibilities will include management of our operations
as well as our administrative and financial activities. Since 1975 Mr. Williams
has been in the practice of law, initially with the U.S. Securities and Exchange
Commission, Washington, D.C., and since then in private practice. He was also
chief executive officer of Florida Community Cancer Centers, Dunedin, FL from
1991-1995. He received a BA from the University of Kansas and a JD from the
University of Pennsylvania.
5
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Item 6. Executive Compensation.
The following table sets forth all compensation awarded to, earned by, or paid
for services rendered to us in all capacities during the period ended August 12,
1999, by our other executive officers whose salary and bonus for two days ended
August 12, 1999 exceeded $100,000.
Summary Compensation Table
Long-Term Compensation Awards
Name and Principal Annual Compensation -
Position 1998
Salary ($) Bonus ($) Number of Shares Underlying
---------- ---------
Options (#)
Michael T. Williams, None None None
President
Michael T. Williams will be paid a salary for all services rendered and to be
rendered from the date of our incorporation until the acquisition closes as will
be agreed upon in the acquisition agreement. This debt will be assumed and paid
by Hainan Sub. Mr. Williams will sell all his stock not retained by agreement
with the acquisition candidate back to us for the aggregate sum of $1.00 upon
closing of the acquisition transaction.
Except as described above, we will not pay any of the following types of
compensation or other financial benefit to our management:
o Consulting Fees
o Finders' Fees
o Any other methods of payments by which management or current shareholders
receive funds, stock, other assets or anything of value whether tangible
or intangible
These provisions are the subject of an oral agreement between management and us.
Management is not aware of any circumstances under which this policy, through
their own initiative, may be changed.
Item 7. Certain Relationships and Related Transactions.
We have established the a policy that prohibits transactions with or payment of
anything of value to any present officers, director, promoter or affiliate or
associate or any company that is in any way or in any amount beneficially owned
by any of our officers, director, promoter or affiliate or associate, except as
follows:
o Williams Law Group, P.A. will provide but will not be paid anything by
us for legal services.
o We owe our president, Michael T. Williams a to-be-agreed salary. The
acquisition candidate must agree to pay this debt in the acquisition
agreement.
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o Mr. Williams will sell all his stock not retained by agreement with the
acquisition candidate back to us for the aggregate sum of $1.00 upon
closing of the acquisition transaction.
Mr. Williams has in the past formed other what would be deemed blank check
entities for himself. He intends to continue to do so in the future. Except for
4 Brandon - I, Inc., none of these entities has or will engage in any public
offering of its securities prior to entering into a business combination
agreement. None of such entities has entered into an agreement to acquire any
business or has acquired any business.
Item 8. Legal Proceedings.
We not a party to or aware of any pending or threatened lawsuits or other
legal actions.
Item 9. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters.
Prior to the date hereof, there has been no trading market for our common stock.
The outstanding common stock was sold in reliance upon an exemption from
registration contained in Section 4(2) of the Securities Act. Management owns
25% of our stock and our one principal shareholder owns the remaining 75%. As a
result, there is no likelihood of an active publictrading market, as that term
is commonly understood, developing for the shares. There can be no assurance
that a trading market will develop upon the closing of a business combination.
To date, neither we nor anyone acting on our behalf has taken any affirmative
steps to retain or encourage any broker dealer to act as a market maker for our
common stock. Further, there have been no discussions or understandings,
preliminary or otherwise, between us or anyone acting on our behalf and any
market maker regarding the participation of any such market maker in the future
trading market, if any, for our common stock. Present management does not
anticipate that any such negotiations, discussions or understandings shall take
place prior to the execution of an acquisition agreement. Management expects
that discussions in this area will ultimately be initiated us.
There are no outstanding options or warrants to purchase, or securities
convertible into, our common equity. The 1,000,000 shares of our common stock
currently outstanding are restricted securities as that term is defined in the
Securities Act. Under Rule 144 of the Securities Act, if all the shares being
offered hereto are sold, the holders of the restricted securities may each sell
10,000 shares during any three (3) month period after August 11, 2000.
Item 10. Recent Sales of Unregistered Securities.
The 2500,000 shares issued to Mr. Williams for no consideration upon formation
of the company in reliance upon Section 4(2) of the Securities Act. On the same
date, we sold 750,000 shares to Inter-Global for aggregate consideration of
$1.00 in reliance upon Section 4(2) of the Securities Act. These shares were
sold by Mr. Williams for no consideration in reliance upon the exemption set
forth in Section 3(a)4 of the Exchange Act.
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Item 11. Description of Registrant's Securities to be Registered.
DESCRIPTION OF CAPITAL STOCK
Authorized Capital Stock Under Our Shares Of Capital Stock Outstanding
Articles Of Incorporation
--------------------------------------------------------------------------
50,000,000 shares of common stock 1,000,000 shares of common
--------------------------------------------------------------------------
20,000,000 shares of preferred stock No shares of preferred stock
--------------------------------------------------------------------------
All significant provisions of our capital stock are summarized in this Form
10SB. However, the following description isn't complete and is governed by
applicable Nevada law and our articles of incorporation and bylaws. We have
filed copies of these documents as exhibits to this Form 10SB.
Common Stock
You have voting rights for your shares.
You and all other common stockholders may cast one vote for each share held
of record on all matters submitted to a vote. You have no cumulative voting
rights in the election of directors This means, for example, that if there are
three directors up for election, you cannot cast 3 votes for one director and
none for the other two directors.
You have dividend rights for your shares.
You and all other common stockholders are entitled to receive dividends and
other distributions when declared by our board of directors out of the assets
and funds available, based upon your percentage ownership of us. Nevada law
prohibits the payment of any dividends where, after payment of the dividend, we
would be unable to pay our debts as they come due in the usual course of
business or our total assets would be less than the sum of our total liabilities
plus any amounts the law requires to be set aside. We will not pay dividends.
You should not expect to receive any dividends on shares in the near future,
even after a merger. This investment is inappropriate for you if you need
dividend income from an investment in shares.
You have rights if we go out of business forever.
If we go out of business forever, you and all other common stockholders
will be entitled to share in the distribution of assets remaining after payment
of all money we owe to others and any priority payment required to be made to
our preferred stockholders. Our directors, at their discretion, may borrow funds
without your prior approval, which potentially further reduces the amount you
would receive if we go out of business forever.
You have no right to acquire shares of stock based upon your percentage
ownership of our shares when we sell more shares of our stock to other people.
We do not provide our stockholders with preemptive rights to subscribe for
or to purchase any additional shares offered by us in the future. The absence of
these rights could, upon our sale of additional shares of common or preferred
stock, result in a decrease in the percentage ownership that you hold or
percentage of total votes you may cast.
8
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Preferred Stock
Our board of directors can issue preferred stock at any time with any
legally-permitted rights and preferences without your approval.
Our board of directors, without your approval, is authorized to issue
preferred stock. They can issue different classes of preferred stock, with some
or all of the following rights or any other rights they think are appropriate
and that are legal:
o Voting
o Dividend
o Required or optional repurchase by us
o Conversion into common stock, with or without additional payment
o Payments preferred stockholders will receive before common stockholders if we
go out of business forever
The issuance of preferred stock could provide us with flexibility for
possible acquisitions and other corporate purposes. But it also could render
meaningless your right to vote your stock on a matter that you are entitled to
vote on because preferred stockholders could own shares with a majority of the
votes required on any issue. Someone interested in buying our company may not
follow through with their plans because they could find it more difficult to
acquire, or be discouraged from acquiring, a majority of our outstanding stock
because we issue preferred stock.
Item 12. Indemnification of Directors and Officers.
Our bylaws provide for the indemnification of any director, officer, employee
or agent of the issuer, or any person serving in such capacity for any other
entity or enterprise at the request of the issuer against any and all legal
expenses (including attorneys fees), claims and liabilities arising out of any
action, suit or proceeding, except an action by or in the right of the issuer,
to the extent permitted by Nevada law.
Nevada law provides liberal indemnification of officers and directors of Nevada
corporations. Section 78.7502 of the Nevada Revised Statutes permits a
corporation to indemnify any officer, director, employee, or agent, who is, was,
or is threatened to be made a party to any action, whether civil, criminal,
administrative, or investigative, except an action by or in the right of the
corporation, by reason of the fact that he is or was an officer, director,
employee, or agent, if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in the case of a criminal action, he had no reasonable cause
to believe that his conduct was unlawful. In the case in which a director,
officer, employee, or agent of a corporation has been successful on the merits
or otherwise in defense of such action, the corporation must indemnify him for
expenses, including attorneys' fees, actually and reasonably incurred by him.
Insofar as indemnification for liabilities arising under the federal securities
laws may be permitted to directors and controlling persons of the issuer, the
issuer has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the law
and is, therefor, unenforceable. In the event a demand for indemnification is
made, the issuer will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the law and will be governed by the final adjudication of such
issue.
9
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Item 13. Financial Statements and Supplementary Data.
Yang Holding Company
(A Development Stage Enterprise)
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Independent Auditors' Report 11
Financial Statements as of and for the period August 11,
1999 (date of incorporation) to August 12, 1999:
Balance Sheet 12
Statement of Operations 13
Statement of Stockholders' Equity 14
Statement of Cash Flows 15
Notes to Financial Statements 16
- --------------------------------------------------------------------------------
10
<PAGE>
[Letterhead of Beard Nertney Kingery Crouse & Hohl P.A.]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of Yang Holding Company:
We have audited the accompanying balance sheet of Yang Holding Company(the
"Company"), a development stage enterprise, as of August 12, 1999, and the
related statements of operations, stockholders' equity and cash flows for the
period August 11, 1999 (date of incorporation) to August 12, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and the disclosures in the financial statements. An audit also
includes assessing the accounting principles used and the significant estimates
made by management, as well as the overall financial statement presentation. We
believe 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 of the Company as of August 12,
1999, and the results of its operations and its cash flows for the period August
11, 1999 (date of incorporation) to August 12, 1999 in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Notes A and B to the
financial statements, the Company is in the development stage and will require a
significant amount of capital to commence its planned principal operations and
proceed with its business plan. As of the date of these financial statements, an
insignificant amount of capital has been raised, and as such there is no
assurance that the Company will be successful in its efforts to raise the
necessary capital to commence its planned principal operations and/or implement
its business plan. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to this
matter are described in Note B. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Beard Nertney Kingery Crouse & Hohl P.A.
August 13, 1999 Tampa, FL.
11
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Yang Holding Company
(A Development Stage Enterprise)
BALANCE SHEET AS OF AUGUST 12, 1999
- --------------------------------------------------------------------------------
TOTAL $ 0
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY:
Preferred stock - no par value - 20,000,000
shares authorized; 0 shares issued and outstanding $ 0
Common stock - no par value - 50,000,000 shares
authorized; 1,000,000 shares issued and outstanding 617
Deficit accumulated during the development stage
(617)
----------
Total stockholders' equity 0
----------
TOTAL $ 0
==========
- --------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS
12
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Yang Holding Company
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
For the period August 11, 1999 (date of incorporation)
to August 12, 1999
- --------------------------------------------------------------------------------
EXPENSES -
Organizational costs $ 617
-------------
NET LOSS $ 617
=============
NET LOSS PER SHARE:
Basic $ 0
=============
Weighted average number of shares - basic 1,000,000
=============
- --------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS
13
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Yang Holding Company
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS'EQUITY
For the period August 11, 1999 (date of incorporation)
to AUGUST 12, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Deficit
Accumulated
During the
Common Preferred Development
Shares Value Shares Value Stage Total
------------- ----------- ------------ ---------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Balances, August 11, 1999 (date of 0 $ 0 0 $ 0 $ 0 $ 0
incorporation)
Proceeds from the issuance
of common stock 1,000,000 617 617
Net loss for the period,
August 11, 1999
(date of incorporation)
to August 12, 1999 (617) (617)
------------- -------------- ------------ ---------- ------------ ------------
Balances August 12, 1999 1,000,000 $ 617 $ 0 $ 0 $ (617) $ 0
============= ============== ============ ========== ============ ============
</TABLE>
- --------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS
14
<PAGE>
Yang Holding Company
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
For the period August 11, 1999 (date of incorporation)
to August 12, 1999
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (617)
----------
NET CASH USED IN OPERATING ACTIVITIES (617)
----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 617
----------
NET CASH PROVIDED BY FINANCIANG ACTIVITIES 617
----------
NET CHANGE IN CASH AND CASH EQUIVALENTS 0
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 0
----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 0
==========
Interest paid $ 0
==========
Taxes paid $ 0
==========
- --------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS
15
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Yang Holding Company
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE A - FORMATION AND OPERATIONS OF THE COMPANY
Yang Holding Company(the "Company") was incorporated under the laws of the state
of Nevada on August 11, 1999. The Company, which is considered to be in the
development stage as defined in Financial Accounting Standards Board Statement
No. 7, intends to investigate and, if such investigation warrants, engage in
business combinations. The planned principal operations of the Company have not
commenced, therefore accounting policies and procedures have not yet been
established.
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
NOTE B - GOING CONCERN
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company will require a
significant amount of capital to commence its planned principal operations and
proceed with its business plan. Accordingly, the Company's ability to continue
as a going concern is dependent upon its ability to secure an adequate amount of
capital to finance its planned principal operations and/or implement its
business plan. The Company's plans include a merger and a subsequent public
offering of its common stock, however there is no assurance that they will be
successful in their efforts to raise capital. This factor, among others, may
indicate that the Company will be unable to continue as a going concern for a
reasonable period of time.
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NOTE C - INCOME TAXES
During the period August 11, 1999 (date of incorporation) to August 12, 1998,
the Company recognized losses for both financial and tax reporting purposes.
Accordingly, no deferred taxes have been provided for in the accompanying
statement of operations.
NOTE D - RELATED PARTY TRANSACTIONS
During the period August 11, 1999 (date of incorporation) to August 12, 1999,
the Company's president provided start-up services and a portion of his home for
office space for no consideration. The value of such services and office space
provided are not considered significant and as such no expenses have been
recorded.
NOTE E - COMMITMENTS
In August 1999, the company agreed orally to pay Michael T. Williams $60,000 for
all services rendered through the closing of an acquisition. This debt will be
assumed and paid by the acquisition candidate.
- --------------------------------------------------------------------------------
17
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Item 14. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
None.
Item 15. Financial Statements and Exhibits.
(a) List separately all financial statements filed as part of the
registration statement. Financial statements as of and for the two days ended
March 17, 1999 have been included under Item 13, Financial statements and
supplementary data.
(b) Furnish the exhibits required by Item 601 of Regulation S-K.
Number Exhibit Name
3.1 Articles of Incorporation
3.2 By-Laws
18
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Yang Holding Company
Date: August 17, 1999
By /s/ Michael T. Williams
Michael T. Williams, President
19
<PAGE>
Date Filed: August 17, 1999 SEC File No._______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
REGISTRATION STATEMENT
ON FORM 10SB
UNDER
THE SECURITIES ACT OF 1934
Yang Holding Company
(Consecutively numbered pages 22 through 40 of this Registration Statement)
20
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INDEX TO EXHIBITS
- --------------------------------------------------------------------------------
EXHIBIT NO. SEC REFERENCE TITLE OF DOCUMENT LOCATION
NUMBER
- --------------------------------------------------------------------------------
1 3 Articles of Incorporation Page 22
- --------------------------------------------------------------------------------
2 3 Bylaws Page 26
- --------------------------------------------------------------------------------
22
<PAGE>
EXHIBIT 1
Articles of Incorporation
23
<PAGE>
Articles of Incorporation
(Pursuant to NRS 78)
STATE OF NEVADA
Filed# C19782-99
(For filing office use) Secretary of State
(For filing office use)
IMPORTANT: Read instructions on reverse side before completing this form.
TYPE OR PRINT (BLACK INK ONLY)
1. NAME OF CORPORATION: Yang Holding Company
2. RESIDENT AGENT: (designated resident agent and his Street Address
Name of Resident Agent The Corporation Trust Company of Nevada
Street Address: One East First Street, Reno, Nevada 89501
3. SHARES: (number of shares the corporation is authorized to issue)
Number of shares with par value: 70,000,000 Par Value: $0.00001
Number of shares without par value:______________
4. GOVERNING BOARD: Shall be styled as (check one): X Directors ______ Trustees
The FIRST BOARD OF DIRECTORS shall consist of X members and the names and
addresses are as follows (attach additional pages if necessary):
- --------------------------------------- --------------------------------------
Name Address City/State/Zip
- ----------------------------------------- -------------------------------------
Name Address City/State/Zip
5.PURPOSE (optional-see reverse side): The purpose of the corporation shall be:
------------------------------------------------------------------------------
6. OTHER MATTERS: This form includes the minimal statutory requirements to
incorporate under NRS 78. You may attach additional information pursuant to
NRS 78/037 or any other information you deem appropriate. If any of the
additional information is contradictory to this form it cannot be filed and
will be returned to you correction. Number of page attached -0-.
7. SIGNATURES OF INCORPORATORS: The names and address of each of the
incorporators signing the articles: (signature must be notarized)
(Attach additional pages if there are more than two incorporators.)
___Suzanne Burich___ _____________________
----------------------------------------------------
Name (print) Name (print)
_1200 S. Pine Island Road Plantation, FL 33324_
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Address City/State/Zip Address
__/s/_Suzanne Burich_____________________________
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Signature Signature
State of Florida County of Broward This instrument was acknowledged
before me on This instrument was acknowledged before me on August 10,
1999, by __________________________________________, 19___, by
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Name of Person
As incorporator
Of Yang Holding Company______________
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(name of party on behalf of whom instrument was executed)
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Notary Public signature
(affix notary stamp or seal)
8. CERTIFICATE OF ACCEPTANCE OF APPOINMENT OF RESIDENT AGENT
The Corporation Trust Company of Nevada hereby accepts appointment as
Resident Agent for the above named corporation.
The Corporation Trust Company of Nevada :
_________________________________________ ____August 10,
1999__________________________________ Signature of Resident Agent
Date
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Seal of Secretary of State
NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that YANG HOLDING COMPANY did on August 11, 1999 file in this
office the original Articles of Incorporation; that said Articles are now on
file and of record in the office of the Secretary of State of the State of
Nevada, and further, that said Articles contain all the provisions required by
the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed the Great Seal of State, at my
office, in Carson City, Nevada, on August 11,
1999.
By: Dean heller
Secretary of State
By: Denise A Bates
Certification Clerk
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EXHIBIT 2
Bylaws
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BYLAWS
OF
Yang Holding Company
ARTICLE I - MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of this
corporation shall be held at the time and place designated by the Board of
Directors of the corporation. The annual meeting of shareholders for any year
shall be held no later than thirteen (13) months after the last preceding annual
meeting of shareholders. Business transacted at the annual meeting shall include
the election of directors of the corporation.
Section 2. Special Meetings. Special meetings of the shareholders shall be
held when directed by the Board of Directors, or when requested in writing by
the holders of not less than ten percent (10%) of all the shares entitled to
vote at the meeting. A meeting requested by shareholders shall be called for a
date not less than ten (10) or more than sixty (60) days after the request is
made, unless the shareholders requesting the meeting designate a later date. The
call for the meeting shall be issued by the Secretary, unless the President,
Board of Directors, or shareholders requesting the meeting designate another
person to do so.
Section 3. Place. Meetings of shareholders may be held within or without
the State of Florida.
Section 4. Notice. Written notice stating the place, day and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) nor more than
sixty (60) days before the meeting, either personally or by first class mail, by
or at the direction of the President, the Secretary, or the officer or persons
calling the meeting to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail addressed to the shareholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid.
Section 5. Notice of Adjourned Meetings. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted on the
original date of the meeting. If, however, after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this section to each shareholder
of record on the new record date entitled to vote at such meeting.
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Section 6. Closing of Transfer Books and Fixing Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholder of any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other purpose, the Board of Directors may provide that the stock transfer
books shall be closed for a stated period but not to exceed, in any case, sixty
(60) days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten (10) days immediately
preceding such meeting.
In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any determination of shareholders,
such date in any case to be not more than sixty (60) days and, in case of a
meeting of shareholders, not less than ten (10) days prior to the date on which
the particular action requiring such determination of shareholders is to be
taken.
If the stock transfer books are not closed and no record date is fixed for
the determination of shareholders entitled to notice or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date for the adjourned meeting.
Section 7. Voting Record. The officers or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten (10) days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number and class and series, if any, of shares held by each. The list,
for a period of ten (10) days prior to such meeting, shall be kept on file at
the registered office of the corporation, at the principal place of business of
the corporation or at the office of the transfer agent or register of the
corporation and any shareholder shall be entitled to inspect the list at any
time during usual business hours. The list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder at any time during the meeting.
If the requirements of this section have not been substantially complied
with, the meeting on demand of any shareholder in person or by proxy, shall be
adjourned until the requirements are complied with. If no such demand is made,
failure to comply with the requirements of this section shall not affect the
validity of any action taken at such meeting.
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Section 8. Shareholder Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. When a specified item of business is required to
be voted on by a class or series a majority of the shares of such class or
series shall constitute a quorum for the transaction of such item of business by
that class or series.
If a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders unless otherwise provided by law.
After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of
shareholders entitled to vote at the meeting below the number required for a
quorum, shall not affect the validity of any action taken at the meeting or any
adjournment thereof.
Section 9. Voting of Shares. Each outstanding share, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders.
Treasury shares, shares of stock of this corporation owned by another
corporation the majority of the voting stock of which is owned or controlled by
this corporation, and shares of stock of this corporation held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
A shareholder may vote either in person or by proxy executed in writing by
the shareholder or his duly authorized attorney-in-fact.
At each election for directors, every shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected at
that time and for whose election he has a right to vote.
Shares standing in the name of another corporation, domestic or foreign,
may be voted by the officer, agent, or proxy designated by the bylaws of the
corporate shareholder; or, in the absence of any applicable bylaw, by such
person as the Board of Directors of the corporate shareholder may designate.
Proof of such designation may be made by presentation of a certified coy of the
bylaws or other instrument of the corporate shareholder. In the absence of any
such designation, or in case of conflicting designation by the corporate
shareholder, the chairman of the board, president, any vice president, secretary
and treasurer of the corporate shareholder shall be presumed to possess, in that
order, authority to vote such shares.
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Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing gin the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.
On and after the date on which written notice of redemption of redeemable
shares has been mailed to the holders thereof and a sum sufficient to redeem
such shares has been deposited with a bank or trust company with irrevocable
instruction and authority to pay the redemption price to the holders thereof
upon surrender of certificates therefor, such shares shall not be entitled to
vote on any matter and shall not be deemed to be outstanding shares.
Section 10. Proxies. Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting or a
shareholders' duly authorized attorney-in-fact may authorize another person or
persons to act for him by proxy.
Every proxy must be signed by the shareholder or his attorney-in-fact. No
proxy shall be valid after the expiration of eleven (11) months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided by
law.
The authority of the holder of a proxy to act shall not be revoked by the
incompetence or death of the shareholder who executed the proxy unless, before
the authority is exercised, written notice of an adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of shareholders.
If a proxy for the same shares confers authority upon two (2) or more
persons and does not otherwise provide, a majority of them present at the
meeting, or if only one (1) is present then that one, may exercise all the
powers conferred by the proxy; but if the proxy holders present at the meeting
are equally divided as to the right and manner of voting in any particular case,
the voting of such shares shall be prorated.
If a proxy expressly provides, any proxy holder may appoint in writing a
substitute to act in his place.
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Section 11. Voting Trusts. Any number of shareholders of this corporation
may create a voting trust for the purpose of conferring upon a trustee or
trustees the right to vote or otherwise represent their shares, as provided by
law. Where the counterpart of a voting trust agreement and the copy of the
record of the holders of voting trust certificates has been deposited with the
corporation as provided by law, such documents shall be subject to the same
right of examination by a shareholder of the corporation, in person or by agent
or attorney, as are the books and records of the corporation, and such
counterpart and such copy of such record shall be subject to examination by any
holder or record of voting trust certificates either in person or by agent or
attorney, at any reasonable time for any proper purpose.
Section 12. Shareholders' Agreements. Two (2) or more shareholders, of
this corporation may enter an agreement providing for the exercise of voting
rights in the manner provided in the agreement or relating to any phase of the
affairs of the corporation as provided by law. Nothing therein shall impair the
right of this corporation to treat the shareholders of record as entitled to
vote the shares standing in their names.
Section 13. Action by Shareholders Without a Meeting. Any action required
by law, these bylaws, or the articles of incorporation of this corporation to be
taken at any annual or special meeting of shareholders of the corporation, or
any action which may be taken at any annual or special meeting of such
shareholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted. If
any class of shares is entitled to vote thereon as a class, such written consent
shall be required of the holders of a majority of the shares of each class of
shares entitled to vote as a class thereon and of the total shares entitled to
vote thereon.
Within ten (10) days after obtaining such authorization by written
consent, notice shall be given to those shareholders who have not consented in
writing. The notice shall fairly summarize the material features of the
authorized action and, if the action be a merger, consolidated or sale or
exchange of assets for which dissenters rights are provided under this act, the
notice shall contain a clear statement of the right of shareholders dissenting
therefrom to be paid the fair value of their shares upon compliance with further
provisions of this act regarding the rights of dissenting shareholders.
ARTICLE II - DIRECTORS
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Section 1. Function. All corporate powers shall be exercised by or
under the authority of, and business and affairs of the corporation shall
be managed under the direction of, the Board of Directors.
Section 2. Qualification. Directors need not be residents of this
state or shareholders of this corporation.
Section 3. Compensation. The Board of Directors shall have authority
to fix the compensation of directors.
Section 4. Duties of Directors. A director shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances.
In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements, including financial statements and
other financial data, in each case prepared or presented by:
(a) one (1) or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented,
(b) counsel, public accountants or other persons as to matters which the
director reasonably believes to be within such person's professional or expert
competence, or
(c) a committee of the board upon which he does not serve, duly designated
in accordance with a provision of the articles of incorporation or the bylaws,
as to matters within its designated authority, which committee the director
reasonable believes to merit confidence.
A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted.
A person who performs his duties in compliance with this section shall
have no liability by reason of being or having been a director of the
corporation.
Section 5. Presumption of Assent. A director of the corporation who is
present at a meeting of its Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless he
votes against such action or abstains from voting in respect thereto because of
an asserted conflict of interest.
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Section 6. Number. The corporation shall have at least one (1) director.
The minimum number of directors may be increased or decreased from time to time
by amendment to these bylaws, but no decrease shall have the effect of
shortening the terms of any incumbent director and no amendment shall decrease
the number of directors below one (1), unless the stockholders have voted to
operate the corporation.
Section 7. Election and Term. Each person named in the articles of
incorporation as a member of the initial board of directors shall hold office
until the first annual meeting of shareholders, and until his successor shall
have been elected and qualified or until his earlier resignation, removal from
office or death.
At the first annual meeting of shareholders and at each annual meeting
thereafter, the shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the term for
which he is elected and until his successor shall have been elected and
qualified or until his earlier resignation, removal from office or death.
Section 8. Vacancies. Any vacancy occurring in the Board of Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall hold office only until the next election of
directors by the shareholders.
Section 9. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors.
Section 10. Quorum and Voting. A majority of the number of directors fixed
by these bylaws shall constitute a quorum for the transaction of business. The
act of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
Section 11. Director Conflicts of Interest. No contract or other
transaction between this corporation and one (1) or more of its directors or any
other corporation, firm, association or entity in which one (1) or more of the
directors are directors or officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because such
director or directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their votes are counted for such purpose, if:
(a) The fact of such relationship or interest is disclosed or known to the
Board of Directors or committee which authorizes, approves or ratifies the
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contract or transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested directors; or
(b) The fact of such relationship or interest is disclosed or known to the
shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable as to the
corporation at the time it is authorized by the board, a committee or
shareholders.
Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction.
Section 12. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one (1) or more other
committees each of which, to the extent provided in such resolution shall have
and may exercise all the authority of the Board of Directors, except that no
committee shall have the authority to:
(a) approve or recommend to shareholders actions or proposals required
by law to be approved by shareholders,
(b) designate candidates for the office of director, for purposes of proxy
solicitation or otherwise,
(c) fill vacancies on the Board of Directors or any committee thereof,
(d) amend the bylaws,
(e) authorize or approve the reacquisition of shares unless pursuant to a
general formula or method specified by the Board of Directors, or
(f) authorize or approve the issuance or sale of, or any contract to issue
or sell, shares or designate the terms of a series of a class of shares, except
that the Board of Directors, having acted regarding general authorization for
the issuance or sale of shares, or any contract therefor, and, in the case of a
series, the designation thereof, may, pursuant to a general formula or method
specified by the Board of Directors, by resolution or by adoption of a stock
option or other plan, authorize a committee to fix the terms of any contract for
the sale of the shares and to fix the terms upon which such shares may be issued
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or sold, including, without limitation, the price, the rate or manner of payment
of dividends, provisions for redemption, sinking fund, conversion, voting or
preferential rights, and provisions for other features of a class of shares, or
a series of a class of shares, with full power in such committee to adopt any
final resolution setting forth all the terms thereof and to authorize the
statement of the terms of a series for filing with the Department of State.
The Board of Directors, by resolution adopted in accordance with this
section, may designate one (1) or more directors as alternate members of any
such committee, who may act in the place and stead of any member or members at
any meeting of such committee.
Section 13. Place of Meetings. Regular and special meetings by
the Board of Directors may be held within or without the State of Florida.
Section 14. Time, Notice and Call of Meetings. Regular meetings by the
Board of Directors shall be held without notice. Written notice of the time and
place of special meetings of the Board of Directors shall be given to each
director by either personal delivery, telegram or cablegram at least two (2)
days before the meeting or by notice mailed to the director at least five (5)
days before the meeting.
Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.
Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place. Notice
of any such adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.
Meetings of the Board of Directors may be called by the chairman of the
board, by the president of the corporation, or by any two (2) directors.
Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
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Section 15. Action Without a Meeting. Any action required to be taken at a
meeting of the directors of a corporation, or any action which may be taken at a
meeting of the directors or a committee thereof, may be taken without a meeting
if a consent in writing, setting forth the action so to be taken, signed by all
of the directors, or all the members of the committee, as the case may be, is
filed in the minutes of the proceedings of the board or of the committee. Such
consent shall have the same effect as a unanimous vote.
ARTICLE III - OFFICERS
Section 1. Officers. The officers of this corporation shall consist of a
president, a secretary and a treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers and agents as may
be deemed necessary may be elected or appointed by the Board of Directors from
time to time. Any two (2) or more offices may be held by the same person. The
failure to elect a president, secretary or treasurer shall not affect the
existence of this corporation.
Section 2. Duties. The officers of this corporation shall have the
following duties:
The President shall be the chief executive officer of the corporation,
shall have general and active management of the business and affairs of the
corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the stockholders and Board of Directors.
The Secretary shall have custody of, and maintain, all of the corporate
records except the financial records; shall record the minutes of all meetings
of the stockholders and Board of Directors, send all notice of meetings out, and
perform such other duties as may be prescribed by the Board of Directors or the
President.
The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meetings of stockholders and whenever else
required by the Board of Directors or the President, and shall perform such
other duties as may be prescribed by the Board of Directors or the President.
Section 3. Removal of Officers. Any officer or agent elected or appointed
by the Board of Directors may be removed by the board whenever in its judgment
the best interest of the corporation will be served thereby.
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Any officer or agent elected by the shareholders may be removed only by
vote of the shareholders, unless the shareholders shall have authorized the
directors to remove such officer or agent.
Any vacancy, however occurring, in any office may be filled by the Board
of Directors, unless the bylaws shall have expressly reserved such power to the
shareholders.
Removal of any officer shall be without prejudice to the contract rights,
if any, of the person so removed; however, election or appointment of an officer
or agent shall not of itself create contract rights.
ARTICLE IV - STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in this corporation shall be
entitled to have a certificate, representing all shares to which he is entitled.
No certificate shall be issued for any share until such share is fully paid.
Section 2. Form. Certificates representing shares in this corporation
shall be signed by the President or Vice-President and the Secretary or an
Assistant Secretary and may be sealed with the seal of this corporation or a
facsimile thereof. The signatures of the President or Vice-President and the
Secretary or Assistant Secretary may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or a registrar, other than the
corporation itself or an employee of the corporation. In case any officer who
signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the corporation with the same effect as if he were such officer at the
date of its issuance.
Every certificate representing shares which are restricted as to the sale,
disposition or other transfer of such shares shall state that such shares are
restricted as to transfer and shall set forth or fairly summarize upon the
certificate, or shall state that the corporation will furnish to any shareholder
upon request and without charge a full statement of, such restrictions.
Each certificate representing shares shall state upon the fact thereof:
the name of the corporation; that the corporation is organized under the laws of
this state; the name of the person or persons to whom issued; the number and
class of shares, and the designation of the series, if any, which such
certificate represents; and the par value of each share represented by such
certificate, or a statement that the shares are without par value.
Section 3. Transfer of Stock. The corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder or record of by his duly authorized attorney, and the signature of
such person has been guaranteed by a commercial bank or trust company or by a
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member of the New York or American Stock Exchange.
Section 4. Lost, Stolen, or Destroyed Certificates. The corporation shall
issue a new stock certificate in the place of any certificate previously issued
if the holder of record of the certificate (a) makes proof in affidavit form
that it has been lost, destroyed or wrongfully taken; (b) requests the issue of
a new certificate before the corporation has notice that the certificate has
been acquired by a purchaser for value in good faith and without notice of any
adverse claim; (c) gives bond in such form as the corporation may direct, to
indemnify the corporation, the transfer agent, and registrar against any claim
that may be made on account of the alleged loss, destruction, or theft of a
certificate; and (d) satisfies any other reasonable requirements imposed by the
corporation.
ARTICLE V - BOOKS AND RECORDS
Section 1. Books and Records. This corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders, board of directors and committees of directors.
This corporation shall keep at its registered office or principal place of
business, or at the office of its transfer agent or registrar, a records of its
shareholders, giving the names and addresses of all shareholders, and the
number, class and series, if any, of the shares held by each.
Any books, records and minutes may be in written form or in any other form
capable of being converted into written form within a reasonable time.
Section 2. Shareholders' Inspection Rights. Any person who shall have been
a holder of record of shares or of voting trust certificates therefor at least
six (6) months immediately preceding his demand or shall be the holder of record
of, or the holder of record of voting trust certificates for, at least five
percent (5%) of the outstanding shares of any class or series of the
corporation, upon written demand stating the purpose thereof, shall have the
right to examine, in person or by agent or attorney, at any reasonable time or
times, for any proper purpose its relevant books and records of accounts,
minutes and records of shareholders and to make extracts therefrom.
Section 3. Financial Information. Not later than four (4) months after the
close of each fiscal year, this corporation shall prepare a balance sheet
showing in reasonable detail the financial condition of the corporation as of
the close of its fiscal year, and a profit and loss statement showing the
results of the operations of the corporation during its fiscal year.
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Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to such
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.
The balance sheets and profit and loss statements shall be filed in the
registered office of the corporation in this state, shall be kept for at least
five (5) years, and shall be subject to inspection during business hours by any
shareholder or holder of voting trust certificates, in person or by agent.
ARTICLE VI - DIVIDENDS
The Board of Directors of this corporation may, from time to time, declare
and the corporation may pay dividends on its shares in cash, property or its own
shares, except when the corporation is insolvent or when the payment thereof
would render the corporation insolvent or when the declaration or payment
thereof would be contrary to any restrictions contained in the articles of
incorporation, subject to the following provisions:
(a) Dividends in cash or property may be declared and paid, except as
otherwise provided in this section, only out of the unreserved and unrestricted
earned surplus of the corporation or out of capital surplus, howsoever arising
but each dividend paid out of capital surplus, and the amount per share paid
from such surplus shall be disclosed to the shareholders receiving the same
concurrently with the distribution.
(b) Dividends may be declared and paid in the corporation's own treasury
shares.
(c) Dividends may be declared and paid in the corporation's own authorized
but unissued shares out of any unreserved and unrestricted surplus of the
corporation upon the following conditions:
(1) If a dividend is payable in shares having a par value, such
shares shall be issued at not less than the par value thereof and there shall be
transferred to stated capital at the time such dividend is paid an amount of
surplus equal to the aggregate par value of the shares to be issued as a
dividend.
(2) If a dividend is payable in shares without a par value, such
shares shall be issued at such stated value as shall be fixed by the Board of
Directors by resolution adopted at the time such dividend is declared, and there
shall be transferred to stated capital at the time such dividend is paid an
amount of surplus equal to the aggregate stated value so fixed in respect of
such shares; and the amount per share so transferred to stated capital shall be
disclosed to the shareholders receiving such dividend concurrently with the
payment thereof.
(d) No dividend payable in shares of any class shall be paid to the
holders of shares of any other class unless the articles of incorporation so
provide or such payment is authorized by the affirmative vote or the written
consent of the holders of at least a majority of the outstanding shares of the
class in which the payment is to be made.
(e) A split-up or division of the issued shares of any class into a
greater number of shares of the same class without increasing the stated capital
of the corporation shall not be construed to be a share dividend within the
meaning of this section.
ARTICLE VII - CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation as
it appears on page 1 of these bylaws.
39
<PAGE>
ARTICLE VIII - AMENDMENTS
These bylaws may be repealed or amended, and new bylaws may be adopted, by
the Board of Directors.
End of bylaws adopted by the Board of Directors.
40
<PAGE>
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