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 12(g) OF THE SECURITIES ACT OF 1934
ELECTRONIC ENGINEERING AND
DESIGN CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
95-4737506
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
104 Prospect Hill Street, Newport, Rhode Island
02840
(Address of Principal Executive Offices)
(Zip Code)
Registrant's Telephone Number, Including Area Code:
(401) 848-0646
Securities to be Registered Pursuant to Section 12(b) of the Act:
None
Securities to be Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of Class)
ELECTRONIC ENGINEERING AND DESIGN CORPORATION
FORM 10-SB
TABLE OF CONTENTS
PART I
ITEM No.
Page
Item 1. Description of Business .1
Item 2. Management's Discussion and Analysis
or Plan of Operation .7
Item 3. Description of Properties .8
Item 4. Security Ownership of Certain Beneficial
Owners and Management .8
Item 5. Directors, Executive Officers, Promoters and
Control Persons .10
Item 6. Executive Compensation .13
Item 7. Certain Relationships and
Related Transactions .14
Item 8. Description of Securities .14
PART II
Item 1. Market Price of and Dividends on the Registrant's
Common Equity and Other Shareholder Matters .15
Item 2. Legal Proceedings .16
Item 3. Changes in and Disagreements With
Accountants .16
ITEM 4. Recent Sales of Unregistered Securities .16
ITEM 5. Indemnification of Directors and Officers .17
PART F/S
Financial Statements .F/S
PART III
Item 1. Index to Exhibits and Description of Exhibits .20
Signature Page .2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Electronic Engineering & Design Corporation, ("EED" or the
"Company") was incorporated November 20, 1998 under the laws of
the State of Delaware. The Company's principal business lies in the
waterproofing industry. By utilizing revolutionary technology, the
Company will become the preferred and specified source for
waterproofing all Structures in the commercial Market.
The revolutionary technology - the Electro Pulse Shield System
("EPS") - is the only waterproofing system available for Structures
that provides a permanent total solution by preventing water
intruding into and protecting the structural integrity of Structures, and
drying out and reducing the relative humidity within Structures.
"There is no longer any question in our minds about the ... [EPS's
System's] ability to stop leaks and totally dry up an area. I have
recommended funding for a variety of projects now possible to
undertake. For example we are relying on this new technology to
solve problems for us we thought impossible to correct economically
in the past. Recently approved projects will correct some dangerous
conditions drying up wet underground electric systems."
Frederick Loewen AIA, State Chief Architect, State of Wisconsin,
Department of Administration.
In order to attain its objectives, the Company will:
a) Establish a national platform of local Installation Companies
that service entities in all the segments of the construction
market, service the customer base of these companies, and make
ad hoc installations in their respective territories;
b) Establish joint ventures and strategic alliances with large
organizations with reoccurring water problems; and
c) Strategically acquire companies, which will be meaningful for the
Company's expansion of its customer base.
THE COMPANY
History
In 1995, Caribria, with the assistance of SND, acquired all patents and
patent applications and certain other assets concerning the EPS
System. Caribria thereafter sold the North American patent and
patent application to EED American, no present relation to EED,
and transferred all remaining patent rights and assets to TPC. TPC,
then established EED Norway, no present relation to EED, which at
the end of 1997 completed a private placement from among others,
Union Bank of Switzerland and a preeminent Norwegian shipping
family. EED Norway acquired a Norwegian installation company
from Asea Brown Boveri (ABB) in 1997. EED Norway has gained
market acceptance in Norway and commenced a licensing program
abroad.
Exclusive Limited License
EED America acquired U.S. letters patent No. 5,368,709, granted
November 29, 1994. EED America has acquired one additional
patent No. 5,755,945 and one patent application for the EPS System
technology and is about to file for an additional patent in this field.
EED America has simultaneously granted an exclusive limited license
to BST to practice the EPS System in the Territory outside of the
Market (in the residential basement market).
EED America has agreed in principle to provide limited funding to the
Engineering Department of the University of Wisconsin (Madison)
for the establishment of an electro-osmosis center to conduct
research and development proposed by EED America. EED America
will commercialize the University's findings (including filing for
patents) for its benefit and that of its licensees, while the University
will retain the right to publicize its findings.
.
Growth Strategy
EED shall expand its operations by establishing de novo Installation
Companies, internal organic growth and joint ventures, strategic
alliances and strategic acquisitions.
Joint Ventures and Strategic Alliances
To facilitate an expedient growth, rather than initially seeking to
establish its own customer base, the Company will utilize the existing
customer bases of our Host Companies.
During the first 12 months of operation, the Company will establish
seven Installation Companies. During the next two years, the
Company will establish twelve and eighteen Installation Companies
each year, respectively. Based on the significance of the EPS System,
EED will both facilitate the expansion of our host companies' market
share (by providing these companies with the significant sales tool of
the EPS System), as well as increase their margins.
The Company is currently establishing a relationship with one of the
leading waterproofing companies in the commercial buildings segment
of the Market. This company has more than 40 offices nationwide
and over $100 Million in annual revenue.
The Company is in discussion with two of the global leaders in
electronic controls and regulators for internal environment for
exploring a strategic partnership with either for their internal building
management program. Each of these companies has a customer base
of tens of thousands of commercial buildings and construction
companies.
The Company has received a strong interest from the autonomous
deregulated subsidiary of a utility company. This company, situated
on the East Coast with a service area of approximately a 100-mile
radius from its headquarters, has expanded into the area of HVAC and
mechanical construction services. The Company believes that a joint
venture with this company could be consummated in 2000.
Large Independent Customers
The Company will also during its initial phase directly pursue the large
prospective customers, with which the Company has already initiated
discussions. The Company has commenced discussions with a real
estate organization, which manages more than $6 Billion of
commercial real estate. The Company is also in discussion with the
Port Authority of New York and New Jersey and Lehrer, McGovern
Bovis, Inc., one of the largest construction companies in the U.S.
Acquisitions
Parallel with establishing joint ventures and strategic alliances, the
Company will seek to acquire strategic companies in the various
segments of the construction industry. Each such acquisition may
well be funded independently with external financing. The target for
such acquisitions are companies which have a desirable customer base
in the mundane construction industry with traditionally high revenue
and low margins, or producers of construction material or synergetic
ancillary products. The EPS System permits the reduction of
conventional construction procedures. By acquiring construction
companies, EED will benefit from the increased installation volume
of the EPS System and (through its ownership) the increased margin
related to the construction portion of the job.
Such acquisitions may be, for example, a prominent second generation
steel fabrication and installation company with long standing
relationships with large regional construction companies.
THE PRODUCT
Product Recognition
"Traditional methods to correct water seepage involve using sealants
or retiling. When the seepage rates are very high, concrete sealants
may not help. In those cases, remediation involves costly excavation
to place drainage tiles around the facility.
Barracks Building 3265 at Fort Jackson, SC, had a history of seepage
in the basement. [The EPS System was] installed in the concrete
walls and a current was applied. The basement was noticeably drier
within one week. . . the humidity level had dropped from an initial
range of 92 - 98% to a range of 43 - 68%. Once the walls dried, the
electrical power use dropped automatically due to the concrete's, lack
of moisture and increased resistance.
A team from the U.S Army Construction Engineering Research
Laboratories (USACERL) installed the system, along with instruments
to measure its performance over time...Digging and installing tiles for
a similar sized [basement] would have cost over. . . 40% more. .. The
electrical use was negligible - estimated at $4/year."
Inter Department News Release - Facilities Engineering Applications
Program for the U.S Army Corps of Engineers; Published by the U.S
Government Printing Office.
In Norway, Sweden and Denmark and now recently also Hong Kong,
management is aware of over 1,000 successful installations of the EPS
System. Furthermore, installations have been made in 14 states for
the Federal Government in conjunction with the U.S. Army Corps of
Engineers and throughout the U.S. in commercial Structures. There
are installations in the U.S. as early as 1990 such as in the Natatorium
at the University of Wisconsin at Madison (report on file with the
Company).
The EPS System has been featured on "Beyond 2000", aired on the
Discovery Channel (video available from the Company).
The EPS System; a Practical Description
Concrete, brick and masonry structures consist of a mass marbleized
by capillary formations. Water may penetrate Structures in a
multitude of ways, such as through capillary synthesis much in the
same manner as plants and trees receive and distribute water to their
smaller branches, and as a result of gravity. The EPS System is
utilized for transporting water in the capillaries out of Structures, as
well as for permanently preventing the penetration of water into
Structures. A control unit produces a low wattage, low voltage
electrical charge, which passes through electrodes in the form of
proprietary probes or wires placed within and/or without the wet walls
and/or floors. By strategically placing a low wattage pulsating charge
between negative and positive electrodes within and/or without a
Structure, the hydrogen atoms in the water molecules within the
capillaries become ionized, causing the water to move from the
positive to the negative electrode and to be evacuated at the optimum
site. This patented method establishes an impenetrable virtual
membrane/shield outside wall, preventing the re-entry of water and
moisture into the Structure for so long as the electricity remains
uncompromised; the wet area becomes dry (80% RH).
Most importantly, the movement of water due to the ionized
hydrogen atoms within the capillaries is stronger than gravity and
natural synthesis; for example, the EPS System proved successful in
preventing the penetration of water in a turbine chamber with
pressure greater than 50 bars resulting from a 1600 ft. recess.
EPS System Advantages
There are important benefits to be derived from installing the EPS
System. The EPS System:
_ is permanent;
_ creates a shield to prevent water from returning;
_ addresses the cause of the problem, rather than the result;
_ removes dangerous gasses such as Radon (See Exhibit C);
_ allows for installation without costly excavation;
_ has minimal running costs;
_ has no known damaging side effects;
_ prevents adverse chemical reactions within the Structure from
occurring;
_ reduces and/or prevents the corrosion of iron in the Structure;
_ reduces cracking of Structures;
_ reduces the relative humidity within a Structure;
_ enhances insulation;
_ enhances concrete's binding properties;
_ prevents the growth of mold and mildew;
_ improves air quality (within the room on the inside of the
Structure); and
_ prolongs the life cycle of a Structure.
Competition
No available method provides permanent protection from the ingress
and/or egress of water other than the EPS System. Until now, a "wet"
Structure required costly maintenance over its prematurely shortened
useful life.
The EPS System, which is revolutionary within the construction
industry, can, with proper preparation of the Structure, give new life
to Structures at relatively modest costs, when in many instances the
only alternative is expensive reconstruction. The "state of the art"
methods in the industry today can be characterized as temporary
solutions to a problem for which there is no apparent permanent
solution.
There are other processes in the market which use electro-osmosis for
the transportation of water, but not for use in drying up wet areas
within Structures.
Pricing
By providing the only permanent solutions for protecting Structures
against water intrusion and other water related problems, EED can
price installations at higher margins than industry norm and still
compete with the costs of existing solutions.
Service Program, Quality Assurance and Warranties
Following the feedback from several customers such as customers
within the Federal and certain state governments, the Company will
now develop a service program for its customers on a fee basis,
offering the customer an annual service contract, enabling the
Company to provide a lifetime warranty on all installations. Since the
EPS System is a low maintenance product, the Company envisions
the service program generating substantial cash flow, which should
provide stronger gross margins than even the cash flow generated
from installations. A service contract would enhance and assist in
maintaining a long term relationship with the customers.
THE MARKET
The Market is traditionally segmented into 3 areas: commercial
buildings, industrial facilities and heavy and highway. The Market is
vast. For example, there are over 5 million buildings in the
commercial segment of the market. The U.S. infrastructure provides
a large opportunity for the Company. In the New York Transit
Authority Subway System alone there are 300 pump stations that are
continuously removing excess water (see article on following page).
Additionally, the Federal Government has enacted The
Transportation Equity Act For the 21st Century (TEA 21,
promulgated in 1998) and has allocated over $200 billion over the
next 5 years for construction and refurbishing of the U.S.
infrastructure. Theoretically, every Structure, whether old or to be
built, is likely to suffer damage at some point during its life cycle from
adverse water and moisture conditions. In most instances, if a
Structure (whether above or below ground) is not constructed of wood
or steel, it is constructed of concrete, masonry or brick, such as
buildings, dams, tunnels, bridges, underground conduits and bunkers,
silos, sea-walls, etc.
All Structures within the Market, whether old or new, represent an
opportunity for the Company to install the EPS System. The
Company has determined that, within the Company's Territory, the
potential waterproofing market in new construction alone is several
billion dollars annually.
MARKETING AND SALES STRATEGY
Marketing Strategy
The Company
Architectural and engineering firms specify most large construction
jobs. Certain jobs are given directly to the particular construction
companies with whom the real estate owners and managers have
established an ongoing relationship. The Company will focus its
marketing efforts towards:
_ the existing client base of the larger construction companies, their
architectural and engineering contacts and services companies in
the Market.
_ larger organizations that own or manage real estate with
reoccurring water problem.
Sales Strategy
For existing water damaged Structures, the customer will engage the
Company (most times for a fee) to conduct inspections and present
the findings. The customer may thereafter request an engineered
proposal. A separate installation contract is entered into with the
customer. The customer will pay a deposit at the time the job
commences with the balance paid after successful completion of the
installation.
In new construction, the Company will work with facility owners and
their advisors to have the EPS System included in the job
specifications.
ITEM 2. MANAGEMENTMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATIONS
RESULTS OF OPERATIONS
The following discussion and analysis below should be read
in conjunction with the financial statements, including the notes
thereto, appearing elsewhere in this Registration Statement. For the
period since inception (November, 20 1998) through August 31,
1999, during the Company's development stage, the Company has a
negative equity balance of $ 60.00, and has generated a net loss of
($1,079).
FINANCIAL CONDITION AND LIQUIDITY
The Company has limited liquidity and has an ongoing need
to finance its activities. To date, the Company currently has funded
these cash requirements by offering and selling its Common Stock,
and has issued 1,019,000 shares of Common Stock for net proceeds
of $1,019.00.
ITEM 3. DESCRIPTION OF PROPERTIES
The Company's executive and administrative offices are
located at 104 Prospect Hill Street, Newport, RI 02840. The
Company pays no rent for use of the office and does not believe that
it will require any additional office space in the foreseeable future in
order to carry out its plan of operations described herein.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the
beneficial ownership of the Company's Common Stock as of the date
hereof by (i) each person known by the Company to be the beneficial
owner of more than five percent of its Common Stock; (ii) each
director; (iii) each executive officer listed in the Summary
Compensation Table in Item 6 of this Form 10; and (iv) all directors
and executive officers as a group. Unless otherwise indicted, each of
the following stockholders has sole voting and investment power
with respect to the shares beneficially owned, except to the extent
that such authority is shared by spouses under applicable law.
Name and Address of
Beneficial Owner
Amount of
Beneficial
Ownership
Percentage
of
Outstanding
Shares
Anglo Irish Nominee (Trusts)
Limited A/c 391
C/o Anglo Irish Trust (I.O.M.)
69 Athol Street
Douglas, Isle of Man 1M1 1JE
352,420
35.24%
Appletree Investment Co., Ltd.(1)
C/o Anglo Irish Trust (I.O.M.)
69 Athol Street
Douglas, Isle of Man 1M1 1JE
352,419
35.24%
George A. Todt (2)
8,339
0.83%
James F. Walters (3)
9,610
0.96%
Mary Elizabeth Rowbottom(4)
5,000
0.50%
All executive officers and
directors as a group (4 persons)
22,949
2.29%
(1) Appletree Investment Company, Ltd., is a European
investment group domiciled o`n the Isle of Man, 69 Athol
Street, Douglas, Isle of Man, 1M1 1JE. Appletree
Investment Company, Ltd. is owned by an Isle of Man trust.
(2) George A. Todt is the President of the Company and a
managing member of PageOne Business Productions, LLC,
860 Via de la Paz, Suite E-1, Pacific Palisades, CA 90272 and
has shared voting power and dispositive power over such
shares.
(3) James F. Walters is the Vice President, Treasurer and Chief
Financial Officer of the Company and a managing member of
PageOne Business Productions, LLC, and has shared voting
power and dispositive power over such shares.
(4) Mary Elizabeth Rowbottom is the Secretary of the Company
and Vice President of Pageone Business Productions, LLC.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS.
PROMOTERS AND CONTROL PERSONS
The names of the directors and executive officers of the
Company, as well as their respective ages and positions with the
Company, are as follows:
Name
Age
Position
George A. Todt
46
Chairman of the Board of
Directors and President
James F. Walters
45
Vice President, Treasurer and
Chief Financial Officer
Mary Elizabeth
Rowbottom
28
Secretary
George A. Todt has been the Chairman of the Company's
Board of Directors and President since its inception. Prior to
founding the Company, Mr. Todt has been a managing member of
PageOne Business Productions, LLC, since March 1996. Mr. Todt's
experience over the past 15 years includes working with 10 start-up
companies, raising venture capital, and arranging strategic
partnerships and initial public offerings. He has researched,
developed and implemented marketing and sales training programs in
several industries.
From 1990 to 1995, Mr. Todt was Chief Executive Officer of
REPCO, a start-up company based in St. Louis, Missouri, where his
responsibilities included product selection, market research and
implementation, from large contracts to small industrial products.
REPCo's largest project included a turn-key tire recylcing plant built
in Japan. Mr. Todt traveled extensively in China, Japan, India,
Russia and Europe, establishing manufacturing contracts, marketing
and distribution programs, and bidding on and managing government
contracts. Mr. Todt also has consulted internationally on technology
exchanges and rights.
From 1989 to 1991, Mr. Todt was an investor/director of
FLEXWARE, an accounting and networking software company
located in Los Angeles, which was a leader in the field of networking
language for MAC, DOS, UNIX and DEC computers. Mr. Todt
assisted in obtaining financing, restructuring and establishing a
marketing strategy for FLEXWARE.
In June 1986, Mr. Todt began working full-time in sales with
Todt Industrial Supply, and in December 1986, he acquired the
company and Todt Sheet Metal Company (collectively, the "Todt
Companies" in Cape Girardeau, Missouri). From 1987 to 1990, Mr.
Todt served as Chief Executive Officer of the Todt Companies,
reorganized the companies, implemented new marketing and sales
programs, automated accounting and developed the business into
eight divisions, four of which he created. Under Mr. Todt's
leadership, the Todt Companies grew from 29 to 130 employees, and
annual sales grew from $2 million to $8 million.
From 1985 to 1986, Mr. Todt served as Vice President of
Administration at HOH Water Technology, Los Angeles, California.
As Vice President, he reorganized the Company's structure,
developed an engineering department, was responsible for redesigning
its product, developing a marketing plan and negotiating strategic
alliances with General Electric, Du Pont, and Mitsui. Eventually, he
succeeded in taking HOH public.
From 1979 to 1983, Mr. Todt was the founder and Managing
Director of Todt & Associates, a marketing and investment
partnership in Malibu, California, raising financing for several start-
up companies and projects, developing mining and refining
equipment for the precious metal industry, and setting up a sales and
distribution network. In addition, Mr. Todt managed an international
precious metal arbitrage company and researched a book on precious
metals which spent 22 weeks on England's "best seller" list. Mr.
Todt also designed, coordinated and managed three hundred
employees in the construction of a $4,000,000 multi-purpose
building.
James F. Walters has served as the Vice President, Treasurer
and Chief Financial Officer of the Company since its inception. Mr.
Walters joined Kellogg & Andelson as an accountant in 1976, was
elected a partner in 1980, was promoted to Managing Partner in
1984, and elected Chairman of the Board of Kellogg & Andelson
Accountancy Corporation in 1995. As Chairman, Mr. Walters is
currently responsible for the overall management of the 80-person
firm. Mr. Walters has assisted the firm's clients in connection with
the preparation of their initial public offerings, private finance,
merger, acquisition and restructuring strategies. He continues to be
an active consultant in the many phases of client business operations,
such as operational control systems, general management and capital
funding, servicing middle market companies in many different
industries, including aerospace, mail order, entertainment, high tech,
retail, import/export, graphic design, business management, plastics
and publishing.
Mr. Walters previously served as a member of the Board of
Directors of Kistler Aerospace, a manufacturer of reusable rockets
that deliver satellites into orbit, and was instrumental in the initial
financing of that company. Mr. Walters also serves as a member of
the Board of Directors of California Fitnuts, Inc., a start-up company
which produces, through a patented process, nuts that have 50% less
fat. In addition, Mr. Walters has founded, owned and managed
companies in the commercial photography, corporate events, auto
repair and concrete molding industries.
Mr. Walters received an M.B.A. degree from Pepperdine
University (Malibu, California) in 1981, and a B.S. degree in
Accounting from California State University, Northridge (CSUN) in
1976.
Mary Elizabeth Rowbottom has served as the Secretary of the
Company since inception. Ms. Rowbottom also has worked at
PageOne Business Productions since September 1996 serving as Vice
President since March 1997. From 1994 to 1996, Ms. Rowbottom
served in various capacities and, most recently, as a talent manager
with HSI Productions, a bi-coastal commercial film production
company producing television commercials and music videos, and
serviced substantial advertising agency clients, including Leo Burnett,
DDB Needham and Bozell Worldwide. Prior thereto, Ms.
Rowbottom was an assistant to Merrill Lynch account
representatives. Ms. Rowbottom received a B.A. degree in
Communications from the University of Wisconsin in 1993.
Directors of the Company are elected annually by the
stockholders of the Company to serve for a term of one year or until
their successors are duly elected and qualified. Officers serve at the
pleasure of the Board of Directors subject to any rights under
employment agreements. All directors will receive reimbursement of
reasonable out-of-pocket expenses incurred in connection with
meetings of the Board. No other compensation is, or will be, paid to
directors for services rendered as directors. From the Company's
inception to the date of this filing, there have been no meetings of the
Company's Board of Directors. Other actions of the Company's
Board of Directors were taken pursuant to unanimous written
consents. There are no family relationships between any directors or
officers of the Company.
ITEM 6. EXECUTIVE COMPENSATION
No executive officer of the Company receives
compensation for services rendered to the company. However,
such persons are entitled to be reimbursed for expenses incurred by
them in pursuit of the Company's business objectives.
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END OPTION VALUE
The Company does not have any officer or director stock
option plan. The Company intends to incorporate one after a public
offering. The Company does not have an employee stock option
plan. (ESOP). The Company intends to incorporate one after a
public offering.
Long Term Compensation
Annual Compensation
(a) (b) (c) (d) (e)
Name and Principal Year Salary($) Bonus($) Other Annual
Position Compensation($)
Awards Payouts
(f) (g) (h) (i)
Restricted Stock Options LTIP All Other Compensations($)
Awards SAR Payouts($)
None.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
There were no option/SAR Grants in the last fiscal year.
COMPENSATION OF DIRECTORS
The Company's directors serve without compensation.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
In November 1998, EED issued 9,500 shares and in March
1999, EED issued 100,000 shares to PageOne Business
Productions, LLC, of which Mr. Todt is a managing member and
Ms. Rowbottom is the Vice President.
ITEM 8. DESCRIPTION OF SECURITIES
EED's Restated Certificate of Incorporation provides for an
authorized capital stock of 100,000,000 shares of Common Stock,
$.001 par value (the "Common Stock"), and 8,000,000 shares of
Preferred Stock, $.001 par value (the "Preferred Stock"). At August
31, 1999, the Company had 1,019,000 shares of Common Stock
issued and outstanding. At such date, there were no shares of
Preferred Stock issued and outstanding.
COMMON STOCK
Each share of Common Stock entitles the holder thereof to
one vote for each share on all matters submitted to the stockholders.
The Common Stock is not subject to redemption or to liability for
further calls. Holders of Common Stock will be entitled to receive
such dividends as may be declared by the Board of Directors of the
Company out of funds legally available therefor and to share pro rata
in any distribution to stockholders. The stockholders have no
conversion, preemptive or other subscription rights. Shares of
authorized and unissued Common Stock are issuable by the Board of
Directors without any further stockholder approval.
PREFERRED STOCK
The Board of Directors is authorized, without further action
by the stockholders, to issue from time to time shares of Preferred
Stock in one or more classes or series and to fix the designations,
voting rights, liquidation preferences, dividend rights, conversion
rights, rights and terms of redemption (including sinking fund
provisions) and certain other rights and preferences of the Preferred
Stock. The issuance of shares of Preferred Stock under certain
circumstances could adversely affect the voting power of the holders
of Common Stock and may have the effect of delaying, deferring or
preventing a change in control of the Company. As of the date of
this Prospectus, the Company has no plan or arrangement for the
issuance of any shares of Preferred Stock.
TRANSFER AGENT
The Company has appointed American Securities Transfer
and Trust as the transfer agent and registrar of the Common
Stock.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE
REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Company's Common Stock is not presently traded on an
established public trading market. Following the filing on this Form
10, the Company anticipates that it will submit its Common Stock
for listing on the OTC Electronic Bulletin Board.
The approximate number of record holders of the Company's
Common Stock as of August 31, 1999 was 301, inclusive of those
brokerage firms and/or clearing houses holding the Company's
common shares for their clientele (with each such brokerage house
and/or clearing house being considered as one holder). The aggregate
number of shares of Common Stock outstanding as of August 31,
1999 was 1,019,000.
The Company has not declared or paid any cash dividends on
its Common Stock and does not intend to declare any dividends in
the foreseeable future. The payment of dividends, if any, is within
the discretion of the Board of Directors and will depend on the
Company's earnings, if any, its capital requirements and financial
condition, and such other factors as the Board of Directors may
consider. In addition, if the Company is able to negotiate new credit
facilities, such facilities may include restrictions on the Company's
ability to pay dividends.
ITEM 2. LEGAL PROCEEDINGS
There are no pending legal proceedings to which the
Company is a party or to which any of the Company's assets or
properties are subject.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS
Weinberg & Company, P.A., Certified Public Accountants
("Weinberg"), has served as the Company's principal accountant
since inception. There were no accounting or auditing disagreements
between the Company and Weinberg.
ITEM 4. RECENT SALES OF UNREGISTERED
SECURITIES
In March 1999, the Company issued unregistered securities
to the initial shareholders of the Company resulting in the issuance
and delivery of 100,000 shares and 900,000 shares of the Company's
Common Stock to PageOne Business Productions, LLC, and
Appletree Investment Company, Ltd., respectively. Such securities
were issued for aggregate consideration totalling $1,000 pursuant to
the exemptions from registration provided under the Delaware
General Corporation Law and the exemption provided by Section
4(2) of the Securities Act of 1933, as amended, for issuances of
securities not involving any public offering.
The following table sets forth the names of the recipients and
amounts received in connection with said transactions:
Name of Stockholder Number of Shares of
Common Stock Acquired
PageOne Business 109,500
Productions, LLC
Appletree Investment 909,500
Company, Ltd.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND
OFFICERS
The Company's Certificate of Incorporation provides that,
except to the extent prohibited by the Delaware General Corporation
Law (the "DGCL"), its directors shall not be personally liable to the
Company or its stockholders for monetary damages for any breach
of fiduciary duty as directors of the Company. Under Delaware law,
the directors have fiduciary duties to the Company that are not
eliminated by this provision of the Certificate of Incorporation and,
in appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief will remain available. In addition,
each director will continue to be subject to liability under Delaware
law for breach of the director's duty of loyalty to the Company for
acts or omissions that are found by a court of competent jurisdiction
to be not in good faith or involving intentional misconduct, for
knowing violations of law, for action leading to improper personal
benefit to the director and for payment of dividends or approval of
stock repurchases or redemptions that are prohibited by Delaware
law. This provision also does not affect the director's responsibilities
under any other laws, such as the federal securities laws or state or
federal environmental laws. In addition, the Company intends to
maintain liability insurance for its officers and directors.
Section 145 of the DGCL permits the Company to, and the
Certificate of Incorporation provides that the Company may,
indemnify each 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, by
reason of the fact that he or she is or was, or has agreed to become, a
director or officer of the Company, or is or was serving, or has agreed
to serve, at the request of the Company, as a director, officer or
trustee of, or in a similar capacity with, another corporation,
partnership, joint venture, trust or other EEDs (including any
employee benefit plan), or by reason of any action alleged to have
been taken or omitted in such capacity, against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal
therefrom. Such right of indemnification shall inure to such
individuals whether or not the claim asserted is based on matters that
antedate the adoption of the Certificate of Incorporation. Such right
of indemnification shall continue as to a person who has ceased to be
a director or officer and shall inure to the benefit of the heirs and
personal representatives of such a person. The indemnification
provided by the Certificate of Incorporation shall not be deemed
exclusive of any other rights that may be provided now or in the
future under any provision currently in effect or hereafter adopted by
the Certificate of Incorporation, by any agreement, by vote of
stockholders, by resolution of directors, by provision of law or
otherwise. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors of the Company
pursuant to the foregoing provision, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
Section 102(b)(7) of the DGCL permits a corporation to
eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL relating to unlawful dividends, stock purchases or
redemptions or (iv) for any transaction from which the director
derived an improper personal benefit. Section 102(b)(7) of the
DGCL is designed, among other things, to encourage qualified
individuals to serve as directors of Delaware corporations. The
Company believes this provision will assist it in securing the
services of qualified directors who are not employees of the
Company. This provision has no effect on the availability of
equitable remedies, such as injunction or rescission. If equitable
remedies are found not to be available to stockholders in any
particular case, stockholders may not have any effective remedy
against actions taken by directors that constitute negligence or
gross negligence
PART F/S
ELECTRONIC ENGINEERING & DESIGN
CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF AUGUST 31, 1999
ELECTRONIC ENGINEERING & DESIGN
CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 - INDEPENDENT AUDITORS' REPORT
PAGE 2 - BALANCE SHEET AS OF AUGUST 31,
1999
PAGE 3 - STATEMENT OF OPERATIONS FOR THE
PERIOD FROM NOVEMBER 20, 1998
(INCEPTION) TO AUGUST 31, 1999
PAGE 4 - STATEMENT OF CHANGES IN
STOCKHOLDERS'
DEFICIENCY FOR THE PERIOD FROM
NOVEMBER 20, 1998, (INCEPTION)
TO AUGUST 31, 1999
PAGE 5 - STATEMENT OF CASH FLOWS FOR THE
PERIOD FROM NOVEMBER 20, 1998
(INCEPTION) TO AUGUST 31, 1999
PAGES 6 - 8 - NOTES TO FINANCIAL STATEMENTS AS
OF AUGUST 31, 1999
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Electronic Engineering & Design Corporation
(A Development Stage Company)
We have audited the accompanying balance sheet
of Electronic Engineering & Design Corporation
(a development stage company) as of August 31,
1999 and the related statements of operations,
changes in stockholders' deficiency and cash
flows for the period from November 20, 1998
(inception) to August 31, 1999. These
financial statements are the responsibility of
the Company's management. Our responsibility
is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with
generally accepted auditing standards. Those
standards require that we plan and perform the
audit to obtain reasonable assurance about
whether the financial statements are free of
material misstatement. An audit includes
examining, on a test basis, evidence
supporting the amounts and disclosures in the
financial statements. An audit also includes
assessing the accounting principles used and
significant estimates made by management, as
well as evaluating the overall financial
statement presentation. We believe that our
audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements
referred to above present fairly in all
material respects, the financial position of
Electronic Engineering & Design Corporation (a
development stage company) as of August 31,
1999, and the results of its operations and
its cash flows for the period from November
20, 1998 (inception) to August 31, 1999, in
conformity with generally accepted accounting
principles.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
September 28, 1999
ELECTRONIC ENGINEERING & DESIGN CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF AUGUST 31, 1999
ASSETS
Cash $ 260
Loan receivable Page One 180
TOTAL ASSETS $ 440
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES
Accrued expenses 500
Total liabilities 500
STOCKHOLDERS' DEFICIENCY
Preferred Stock, $.001 par value,
8,000,000
shares authorized, zero outstanding -
Common Stock, $.001 par value,
100,000,000
shares authorized, 1,019,000 issued and
outstanding 1,019
Accumulated deficit during develop-
ment stage (1,079)
Total Stockholders' Deficiency (60)
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIENCY $ 440
See accompanying notes to financial
statements.
2
ELECTRONIC ENGINEERING & DESIGN CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM NOVEMBER 20, 1998
(INCEPTION) TO AUGUST 31, 1999
Income $ -
Expenses
Accounting fees 500
Consulting fees 19
Legal fees 500
Bank charges 60
NET LOSS $ (1,079)
See accompanying notes to financial
statements.
3
ELECTRONIC ENGINEERING & DESIGN CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN
STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM NOVEMBER 20, 1998
(INCEPTION) TO AUGUST 31, 1999
Deficit
Accumulated
Common During Devel-
Stock opment Stage Total
Common stock
issuance $ 1,019 $ - $ 1,019
Net loss for
the period
ended August
31, 1999 - (1,079) (1,079)
BALANCE AT AUGUST
31, 1999 $1,019 $ (1,079) $ (60)
See accompanying notes to financial
statements.
4
ELECTRONIC ENGINEERING & DESIGN CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM NOVEMBER 20, 1998
(INCEPTION) TO AUGUST 31, 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,079)
Adjustments to reconcile net loss to
reconcile net cash used by operating
activities:
Increase in accrued expenses 500
Consulting services performed for
issuance of stock 19
Net cash used in operating
activities (560)
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in loan receivable Page One (180)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 1,000
Net cash provided by financing
activities 1,000
INCREASE IN CASH AND CASH EQUIVALENTS 260
CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD -
CASH AND CASH EQUIVALENTS
END OF PERIOD $ 260
See accompanying notes to financial
statements.
5
ELECTRONIC ENGINEERING & DESIGN CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF AUGUST 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
A. Organization and Business Operations
Electronic Engineering & Design Corporation (a
development stage company) ("the Company") was
incorporated in Delaware on November 20, 1998
to serve as a vehicle to effect a merger,
exchange of capital stock, asset acquisition
or other business combination with a domestic
or foreign private business. At August 31,
1999, the Company had not yet commenced any
formal business operations, and all activity
to date relates to the Company's formation and
proposed fund raising.
The Company's ability to commence operations
is contingent upon its ability to identify a
prospective target business and raise the
capital it will require through the issuance
of equity securities, debt securities, bank
borrowings or a combination thereof.
B. Use of Estimates
The preparation of the financial statements in
conformity with generally accepted accounting
principles requires management to make
estimates and assumptions that affect the
reported amounts of assets and liabilities and
disclosure of contingent assets and
liabilities at the date of the financial
statements and the reported amounts of
revenues and expenses during the reporting
period. Actual results could differ from
those estimates.
C. Cash and Cash Equivalents
For purposes of the statement of cash flows,
the Company considers all highly liquid
investments purchased with an original
maturity of three months or less to be cash
equivalents.
6
ELECTRONIC ENGINEERING & DESIGN CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF AUGUST 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES - (CONT'D)
D. Income Taxes
The Company accounts for income taxes under
the Financial Accounting Standards Board
Statement of Financial Accounting Standards
No. 109, Accounting for Income Taxes
(Statement 109"). Under Statement 109,
deferred tax assets and liabilities are
recognized for the future tax consequences
attributable to differences between the
financial statement carrying amounts of
existing assets and liabilities and their
respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax
rates expected to apply to taxable income in
the years in which those temporary differences
are expected to be recovered or settled.
Under Statement 109, the effect on deferred
tax assets and liabilities of a change in tax
rates is recognized in income in the period
that includes the enactment date. There were
no current or deferred income tax expense or
benefits due to the Company not having any
material operations for the period ending
August 31, 1999.
NOTE 2 - STOCKHOLDERS' EQUITY
A. Preferred Stock
The Company was originally authorized to issue
100,000 shares of preferred stock at $.01 par
value, with such designations, preferences,
limitations and relative rights as may be
determined from time to time by the Board of
Directors. (see Note 3)
B. Common Stock
The Company was originally authorized to
issue 10,000,000 shares of common stock at
$.001 par value. The Company issued 909,500
and 109,500 shares to AppleTree Investment
Company, Ltd. and Page One Business
Productions, LLC, respectively. (see Note 3)
7
ELECTRONIC ENGINEERING & DESIGN CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF AUGUST 31, 1999
NOTE 3 - SUBSEQUENT EVENTS
In September 1999, management filed a restated
certificate of incorporation with the state of
Delaware which increased the number of
authorized common shares from 10,000,000 to
100,000,000 and increased the number of
authorized preferred shares from 100,000 at
$.01 par value to 8,000,000 shares at $.001
par value. The financial statements at August
31, 1999 reflect the capital stock amounts
after giving effect to the restated
certificate of incorporation.
8
PART III
ITEM 1. INDEX TO EXHIBITS
Description Page
3.1 Certificate of Incorporation ....a
3.2 Restated Certification of Incorporation..b
3.3 Amended and Restated Bylaws....k
23.1 Consent of Weinberg & Company, P.A.,
Independent CertifiedPublic Accountants....x
24.1 Power of Attorney.......y
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Company has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
ELECTRONIC ENGINEERING AND DESIGN
CORPORATION,
By:_______________________________
George Todt, President
In accordance with the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
______________ Chairman, Board of Directors , 1999
George A. Todt and President
Vice President, Treasurer, Chief ________, 1999
James F. Walters Financial Officer and Director
(Principal Accounting Officer)
_______________ Secretary _________, 1999
Mary Elizabeth Rowbottom
_______________________
Mary Elizabeth Rowbottom
Power of Attorney
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
ELECTRONIC ENGINEERING AND DESIGN
CORPORATION
FIRST: The name of this corporation is:
Electronic Engineering and Design Corporation
SECOND: The name and address of the Corporation's Registered Agent is:
Corporate Creations JEnterprises, Inc.
686 North Dupont Boulevard #302
Milford DE 19963
Kent County
THIRD: The purpose of the Corporation is to conduct or promote any lawful
business or purposes.
FOURTH: The Corporation shall have the authority to issue 10,000,000 shares of
common stock, par value $.01 per share. In addition, the Corporation shall
have the authority to issue 100,000 shares of preferred stock, par value $.01
per share,which may be divided into series and with the preferences,
limitations and relative rights determined by the Board of Directors.
The holders of common stock shall have the preemptive right to subscribe to
any or all additional issues of common stock of the Corporation, or to any or
all securities of the Corporation convertible into such stock.
FIFTH: The directors shall be protected from personal liability to the fullest
extent permitted by law.
SIXTH: The name and address of the incorporator is:
Corporate Creations International Inc.
941 Fourth Street #200
Miami Beach, FL 33139
SEVENTH: This Certificate of Incorporation shall become effective on the date
shown below.
/s/ Greg K. Kuroda
CORPORATE CREATIONS INTERNATIONAL INC.
Greg K. Kuroda, Vice President
Date: November 20, 1998
EXHIBIT 3.2
RESTATED CERTIFICATE OF INCORPORATION
OF
ELECTRONIC ENGINEERING AND DESIGN
CORPORATION.
UNDER SECTIONS 242 & 245
OF THE
GENERAL CORPORATION LAW OF THE STATE OF
DELAWARE
We, George Todt, President, and Mary Elizabeth
Rowbottom, Secretary, of ELECTRONIC ENGINEERING AND
DESIGN CORPORATION., do hereby certify under the seal of said
corporation as follows:
1. That the name of the corporation is
ELECTRONIC ENGINEERING AND DESIGN CORPORATION.
2. That the Certificate of Incorporation of the
corporation was filed by the Secretary of State of the State of Delaware
in Dover, Delaware, on the 28th day of November, 1998.
3. That the amendment to the Certificate of
Incorporation effected by this Certificate, among others, is as follows:
To amend Article FOURTH thereof by increasing the
number of authorized shares of capital stock of the
corporation and increasing the preferred stock.
4. That the amendment and the restatement of the
Certificate of Incorporation have been duly adopted in accordance with
the requirements of Sections 242 and 245 of the General Corporation
Law of the State of Delaware.
5. That the text of the Certificate of Incorporation
of said ELECTRONIC ENGINEERING AND DESIGN
CORPORATION., is hereby amended and restated by this Certificate,
to read in full, as follows:
CERTIFICATE OF INCORPORATION
OF
ELECTRONIC ENGINEERING AND DESIGN CORPORATION.
FIRST: The name of the corporation is ELECTRONIC
ENGINEERING AND DESIGN CORPORATION. (hereinafter referred
to as the "Corporation").
SECOND: The address of the registered office of
the Corporation in the State of Delaware is 686 North Dupont
Boulevard #302, Milford DE 19963 Kent County. The name of the
registered agent of the Corporation at that address is Corporate
Creations Enterprises, Inc.
THIRD: 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 the State of Delaware
(the "Delaware General Corporation Law").
FOURTH: (a) General. The number of shares
of capital stock that the Corporation is authorized to have at any one
time is one hundred eight million (108,000,000) shares, consisting of:
(i) one hundred million (100,000,000) shares of Common Stock, par
value $0.001 per share (the "Common Stock") and (ii) eight million
(8,000,000) shares of Preferred Stock, par value $0.001 per share (the
"Preferred Stock").
(b) Preferred Stock. Authority is hereby expressly
vested in the Board of Directors of the Corporation, subject to the
provisions of this ARTICLE FOURTH and to the limitations
prescribed by law, to authorize the issuance from time to time of one or
more series of Preferred Stock. The authority of the Board of Directors
with respect to each series shall include, but not be limited to, the
determination or fixing of the following by resolution or resolutions
adopted by the affirmative vote of a majority of the total number of the
Directors then in office:
(i) The designation of such series;
(ii) The dividend rate of such series, the
conditions and dates upon which such dividends shall be payable, the
relation which such dividends shall bear to the dividends payable on
any other class or classes or series of the Corporation's capital stock
and whether such dividends shall be cumulative or non-cumulative;
(iii) Whether the shares of such series shall
be subject to redemption for cash, property or rights, including
securities of any other corporation, by the Corporation or upon the
happening of a specified event and, if made subject to any such
redemption, the times or events, prices, rates, adjustments and other
terms and conditions of such redemptions;
(iv) The terms and amount of any sinking
fund provided for the purchase or redemption of the shares of such
series;
(v) Whether or not the shares of such series
shall be convertible into, or exchangeable for, at the option of either the
holder or the Corporation or upon the happening of a specified event,
shares of any other class or classes or of any other series of the same
class of the Corporation's capital stock and, if provision be made for
conversion or exchange, the times or events, prices, rates, adjustments
and other terms and conditions of such conversions or exchanges;
(vi) The restrictions, if any, on the issue or
reissue of any additional Preferred Stock;
(vii) The rights of the holders of the shares
of such series upon the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation; and
(viii) The provisions as to voting, optional
and/or other special rights and preferences, if any, including, without
limitation, the right to elect one or more Directors.
(c) Common Stock. Except as otherwise provided
by the Delaware General Corporation Law or this Certificate of
Incorporation (the "Certificate"), the holders of Common Stock (i)
subject to the rights of holders of any series of Preferred Stock, shall
share ratably in all dividends payable in cash, stock or otherwise and
other distributions, whether in respect of liquidation or dissolution
(voluntary or involuntary) or otherwise and (ii) are subject to all the
powers, rights, privileges, preferences and priorities of any series of
Preferred Stock as provided herein or in any resolution or resolutions
adopted by the Board of Directors pursuant to authority expressly
vested in it by the provisions of Section (b) of this ARTICLE
FOURTH.
(i) The Common Stock shall not be
convertible into, or exchangeable for, shares of any other class or
classes or of any other series of the same class of the Corporation's
capital stock.
(ii) No holder of Common Stock shall have
any preemptive, subscription, redemption, conversion or sinking fund
rights with respect to the Common Stock, or to any obligations
convertible (directly or indirectly) into stock of the Corporation
whether now or hereafter authorized.
(iii) Except as otherwise provided by the
Delaware General Corporation Law or this Certificate, and subject to
the rights of holders of any series of Preferred Stock, all of the voting
power of the stockholders of the Corporation shall be vested in the
holders of the Common Stock, and each holder of Common Stock shall
have one vote for each share held by such holder on all matters voted
upon by the stockholders of the Corporation.
FIFTH: The Corporation is to have perpetual existence.
SIXTH: In furtherance and not in limitation of
the powers conferred by the Delaware General Corporation Law, the
Board of Directors of the Corporation is expressly authorized to make,
alter, amend, change, add to or repeal the By-laws of the Corporation
by the affirmative vote of a majority of the total number of Directors
then in office. Any alteration or repeal of the By-laws of the
Corporation by the stockholders of the Corporation shall require the
affirmative vote of at least a majority of the voting power of the then
outstanding shares of capital stock of the Corporation entitled to vote
on such alteration or repeal, subject to ARTICLE NINTH hereof and
applicable provisions of the Corporation's By-laws.
SEVENTH: (a) Stockholder Action. Election
of Directors need not be by written ballot unless the By-laws of the
Corporation so provide. Subject to any rights of holders of any series
of Preferred Stock, from and after the date on which the Common Stock
of the Corporation is registered pursuant to the Exchange Act, (i) any
action required or permitted to be taken by the stockholders of the
Corporation must be effected at an annual or special meeting of
stockholders of the Corporation and may not be effected in lieu thereof
by any consent in writing by such stockholders, (ii) special meetings of
stockholders of the Corporation may be called only by either the Board
of Directors pursuant to a resolution adopted by the affirmative vote of
the majority of the total number of Directors then in office or by the
chief executive officer of the Corporation, and (iii) advance notice of
stockholder nominations of persons for election to the Board of
Directors of the Corporation and of business to be brought before any
annual meeting of the stockholders by the stockholders of the
Corporation shall be given in the manner provided in the By-laws of
the Corporation.
(b) Number of Directors and Term of Office.
Subject to any rights of holders of any series of Preferred Stock to elect
additional Directors under specified circumstances, the number of
Directors which shall constitute the Board of Directors of the
Corporation shall be fixed from time to time in the manner set forth in
the By-laws of the Corporation.
(c) Removal and Resignation. No Director may be
removed from office without cause and without the affirmative vote of
the holders of a majority of the voting power of the then outstanding
shares of capital stock of the Corporation entitled to vote generally in
the election of Directors voting together as a single class; provided,
however, that if the holders of any class or series of capital stock are
entitled by the provisions of this Certificate (it being understood that
any references to this Certificate shall include any duly authorized
certificate of designation) to elect one or more Directors, such Director
or Directors so elected may be removed without cause only by the vote
of the holders of a majority of the outstanding shares of that class or
series entitled to vote. Any Director may resign at any time upon
written notice to the Corporation.
(d) Vacancies and Newly Created Directorships.
Subject to any rights of holders of any series of Preferred Stock to fill
such newly created Directorships or vacancies, any newly created
Directorships resulting from any increase in the authorized number of
Directors and any vacancies in the Board of Directors resulting from
death, resignation, disqualification or removal from office for cause
shall, unless otherwise provided by law or by resolution approved by
the affirmative vote of a majority of the total number of Directors then
in office, be filled only by resolution approved by the affirmative vote
of a majority of the total number of Directors then in office. Any
Director so chosen shall hold office until the next election of the class
for which such Director shall have been chosen, and until his successor
shall have been duly elected and qualified, unless he shall resign, die,
become disqualified or be removed for cause.
EIGHTH: (a) Dividends. The Board of
Directors shall have authority from time to time to set apart out of any
assets of the Corporation otherwise available for dividends a reserve or
reserves as working capital or for any other purpose or purposes, and to
abolish or add to any such reserve or reserves from time to time as said
Board may deem to be in the interest of the Corporation; and said
Board shall likewise have power to determine in its discretion, except
as herein otherwise provided, what part of the assets of the Corporation
available for dividends in excess of such reserve or reserves shall be
declared in dividends and paid to the stockholders of the Corporation.
(b) Issuance of Stock. The shares of all classes of
stock of the Corporation may be issued by the Corporation from time to
time for such consideration as from time to time may be fixed by the
Board of Directors of the Corporation, provided that shares of stock
having a par value shall not be issued for a consideration less than such
par value, as determined by the Board. At any time, or from time to
time, the Corporation may grant rights or options to purchase from the
Corporation any shares of its stock of any class or classes to run for
such period of time, for such consideration, upon such terms and
conditions, and in such form as the Board of Directors may determine.
The Board of Directors shall have authority, as provided by law, to
determine that only a part of the consideration which shall be received
by the Corporation for the shares of its stock which it shall issue from
time to time, shall be capital; provided, however, that, if all the shares
issued shall be shares having a par value, the amount of the part of such
consideration so determined to be capital shall be equal to the
aggregate par value of such shares. The excess, if any, at any time, of
the total net assets of the Corporation over the amount so determined to
be capital, as aforesaid, shall be surplus. All classes of stock of the
Corporation shall be and remain at all times nonassessable.
The Board of Directors is hereby expressly authorized,
in its discretion, in connection with the issuance of any obligations or
stock of the Corporation (but without intending hereby to limit its
general power so to do in other cases), to grant rights or options to
purchase stock of the Corporation of any class upon such terms and
during such period as the Board of Directors shall determine, and to
cause such rights to be evidenced by such warrants or other instruments
as it may deem advisable.
(c) Inspection of Books and Records. The Board
of Directors shall have power from time to time to determine to what
extent and at what times and places and under what conditions and
regulations the accounts and books of the Corporation, or any of them,
shall be open to the inspection of the stockholders; and no stockholder
shall have any right to inspect any account or book or document of the
Corporation, except as conferred by the laws of the State of Delaware,
unless and until authorized so to do by resolution of the Board of
Directors or of the stockholders of the Corporation.
(d) Location of Meetings, Books and Records.
Except as otherwise provided in the By-laws, the stockholders of the
Corporation and the Board of Directors may hold their meetings and
have an office or offices outside of the State of Delaware and, subject to
the provisions of the laws of said State, may keep the books of the
Corporation outside of said State at such places as may, from time to
time, be designated by the Board of Directors.
NINTH: The Corporation reserves the right to
amend, alter, change or repeal any provision contained in this
Certificate in the manner now or hereinafter prescribed herein and by the
laws of the State of Delaware, and all rights conferred upon
stockholders herein are granted subject to this reservation.
Notwithstanding anything contained in this Certificate to the contrary,
Sections (a), (b) and (c) of ARTICLE FOURTH, ARTICLE TENTH,
ARTICLE SEVENTH, and this ARTICLE NINTH of this Certificate
shall not be altered, amended or repealed and no provision inconsistent
therewith shall be adopted without the affirmative vote of the holders of
at least a majority of the voting power of the then outstanding shares of
capital stock of the Corporation entitled to vote on such alteration,
amendment or repeal, voting together as a single class.
TENTH: (a) Limitation of Liability.
(i) To the fullest extent permitted by the
Delaware General Corporation Law as it now exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader
indemnification rights than permitted prior thereto), and except as
otherwise provided in the Corporation's By-laws, no Director of the
Corporation shall be liable to the Corporation or its
stockholders for monetary damages arising from a breach of fiduciary
duty owed to the Corporation or its stockholders.
(ii) Any repeal or modification of the
foregoing paragraph by the stockholders of the Corporation shall not
adversely affect any right or protection of a Director of the Corporation
existing at the time of such repeal or modification.
(b) Right to Indemnification. Each person who
was or is made a party or is threatened to be made a party to or is
otherwise involved (including involvement as a witness) in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that he or she is or
was a Director or officer of the Corporation or, while a Director or
officer of the Corporation, is or was serving at the request of the
Corporation as a Director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (an
"indemnitee"), whether the basis of such proceeding is alleged action in
an official capacity as a Director or officer or in any other capacity while
serving as a Director or officer, shall be indemnified and held harmless
by the Corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader
indemnification rights than permitted prior thereto), against all
expense, liability and loss (including attorneys' fees, judgments, fines,
excise taxes or penalties and amounts paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith and
such indemnification shall continue as to an indemnitee who has ceased
to be a Director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators;
provided, however, that, except as provided in Section (c) of this
ARTICLE TENTH with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee
in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by
the Board of Directors of the Corporation. The right to indemnification
conferred in this Section (b) of this ARTICLE TENTH shall be a
contract right and shall include the obligation of the Corporation to pay
the expenses incurred in defending any such proceeding in advance of
its final disposition (an "advance of expenses"); provided, however,
that, if and to the extent that the Delaware General Corporation Law
requires, an advance of expenses incurred by an indemnitee in his or her
capacity as a Director or officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only
upon delivery to the Corporation of an undertaking (an "undertaking"),
by or on behalf of such indemnitee, to repay all amounts so advanced if
it shall ultimately be determined by final judicial decision from which
there is no further right to appeal (a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under
this Section (b) or otherwise. The Corporation may, by action of its
Board of Directors, provide indemnification to employees and agents of
the Corporation with the same or lesser scope and effect as the
foregoing indemnification of Directors and officers.
(c) Procedure for Indemnification. Any
indemnification of a Director or officer of the Corporation or advance of
expenses under Section (b) of this ARTICLE TENTH shall be made
promptly, and in any event within forty-five (45) days (or, in the case
of an advance of expenses, twenty (20) days), upon the written request
of the Director or officer. If a determination by the Corporation that the
Director or officer is entitled to indemnification pursuant to this
ARTICLE TENTH is required, and the Corporation fails to respond
within sixty (60) days to a written request for indemnity, the
Corporation shall be deemed to have approved the request. If the
Corporation denies a written request for indemnification or advance of
expenses, in whole or in part, or if payment in full pursuant to such
request is not made within forty-five (45) days (or, in the case of an
advance of expenses, twenty (20) days), the right to indemnification or
advances as granted by this ARTICLE TENTH shall be enforceable by
the Director or officer in any court of competent jurisdiction. Such
person's costs and expenses incurred in connection with successfully
establishing his or her right to indemnification, in whole or in part, in
any such action shall also be indemnified by the Corporation. It shall
be a defense to any such action (other than an action brought to enforce
a claim for the advance of expenses where the undertaking required
pursuant to Section (b) of this ARTICLE TENTH, if any, has been
tendered to the Corporation) that the claimant has not met the standards
of conduct which make it permissible under the Delaware General
Corporation Law for the Corporation to indemnify the claimant for the
amount claimed, but the burden of such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel or its stockholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because
he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal
counsel or its stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of
conduct. The procedure for indemnification of other employees and
agents for whom indemnification is provided pursuant to Section (b) of
this ARTICLE TENTH shall be the same procedure set forth in this
Section (c) for Directors or officers, unless otherwise set forth in the
action of the Board of Directors providing indemnification for such
employee or agent.
(d) Insurance. The Corporation may purchase and
maintain insurance on its own behalf and on behalf of any person who
is or was a Director, officer, employee or agent of the Corporation 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 any expense, liability or loss asserted
against him or her and incurred by him or her in any such capacity,
whether or not the Corporation would have the power to indemnify
such person against such expense, liability or loss under the Delaware
General Corporation Law.
(e) Service for Subsidiaries. Any person serving as
a Director, officer, employee or agent of another corporation,
partnership, limited liability company, joint venture or other
enterprise, at least 50% of whose equity interests are owned by the
Corporation (a "subsidiary" for this ARTICLE TENTH) shall be
conclusively presumed to be serving in such capacity at the request of
the Corporation.
(f) Reliance. Persons who after the date of the
adoption of this provision become or remain Directors or officers of the
Corporation or who, while a Director or officer of the Corporation,
become or remain a Director, officer, employee or agent of a subsidiary,
shall be conclusively presumed to have relied on the rights to
indemnity, advance of expenses and other rights contained in this
ARTICLE TENTH in entering into or continuing such service. The
rights to indemnification and to the advance of expenses conferred in
this ARTICLE TENTH shall apply to claims made against an
indemnitee arising out of acts or omissions which occurred or occur
both prior and subsequent to the adoption hereof.
(g) Non-Exclusivity of Rights. The rights to
indemnification and to the advance of expenses conferred in this
ARTICLE TENTH shall not be exclusive of any other right which any
person may have or hereafter acquire under this Certificate or under any
statute, by-law, agreement, vote of stockholders or disinterested
Directors or otherwise.
(h) Merger or Consolidation. For purposes of this
ARTICLE TENTH, 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
this ARTICLE TENTH with respect to the resulting or surviving
Corporation as he or she would have with respect to such constituent
Corporation if its separate existence had continued.
ELEVENTH: The Corporation expressly elects not to be governed by
Section 203 of the Delaware General Corporation Law with respect to
business combinations with interested stockholders.
IN WITNESS WHEREOF, the undersigned hereby
executed this instrument and affirms, under penalty of perjury, that this
instrument is the act and deed of the undersigned and that the facts
stated herein are true, and accordingly have hereunto set our hands this
27th day of September, 1999.
George Todt, President
Mary Elizabeth Rowbottom, Secretary
EXHIBIT 3.3
AMENDED AND RESTATED BY-LAWS
OF
ELECTRONIC ENGINEERING AND DESIGN
CORPORATION,
A Delaware Corporation
(Adopted as of June 1, 1999)
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of ELECTRONIC
ENGINEERING AND DESIGN CORPORATION (the "Corporation") in the State
of Delaware shall be located at 1013 Centre Road, in the City of Wilmington,
Delaware, County of New Castle, 19805. The name of the Corporation's registered
agent at such address shall be Corporation Service Company. The registered
office and/or registered agent of the Corporation may be changed from time to
time by action of the Board of Directors.
Section 2. Other Offices. The Corporation may also have offices at such
other places, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the Corporation
may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meeting. An annual meeting of the stockholders shall be
held each year within 150 days after the close of the immediately preceding
fiscal year of the Corporation or at such other time specified by the Board
of Directors for the purpose of electing Directors and conducting such other
proper business as may come before the annual meeting. At the annual meeting,
stockholders shall elect Directors and transact such other business as
properly may be brought before the annual meeting pursuant to Section 11 of
ARTICLE II hereof.
Section 2. Special Meetings. Special meetings of the stockholders may only
be called in the manner provided in the Certificate of Incorporation, as
amended from time to time (the "Certificate of Incorporation").
Section 3. Place of Meetings. The Board of Directors may designate any
place, either within or without the State of Delaware, as the place of meeting
for any annual meeting or for any special meeting. If no designation is made, or
if a special meeting be otherwise called, the place of meeting shall be the
principal executive office of the Corporation. If for any reason any annual
meeting shall not be held during any year, the business thereof may be
transacted at any special meeting of the stockholders.
Section 4. Notice. Whenever stockholders are required or permitted to take
action at a meeting, written or printed notice stating the place, date, time
and, in the case of special meetings, the purpose or purposes, of such
meeting, shall be given to each stockholder entitled to vote at such meeting
not less than 10 nor more than 60 days before the date of the meeting. All
such notices shall be delivered, either personally or by mail, by or at the
direction of the Board of Directors, the chairman of the board, the president or
the secretary, and if mailed,such notice shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, addressed to the
stockholder at his, her or its address as the same appears on the records of
the Corporation. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends
for the express purpose of objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or
convened.
Section 5. Stockholders List. The officer having charge of the stock ledger of
the Corporation shall make, at least 10 days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote at such
meeting arranged in alphabetical order, 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 10 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 6. Quorum. The holders of a majority of the outstanding shares of
capital stock entitled to vote, present in person or represented by proxy,
shall constitute a quorum at all meetings of the stockholders, except as
otherwise provided by the General Corporation Law of the State of Delaware or by
the Certificate of Incorporation. If a quorum is not present, the holders of a
majority of the shares present in person or represented by proxy at the meeting,
and entitled to vote at the meeting, may adjourn the meeting to another time and
/or place. When a specified item of business requires a vote by a class or
series (if the Corporation shall then have outstanding shares of more than
one class or series) voting as a class or series, the holders of a majority
of the shares of such class or series shall constitute a quorum (as to such
class or series) for the transaction of such item of business.
Section 7. Adjourned Meetings. When a meeting is adjourned to another
time and place, notice need not be given of the adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the Corporation may transact any business
which might have been transacted at the original meeting. If the adjournment
is for more than 30 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 8. Vote Required. When a quorum is present, the affirmative vote of
the majority of shares present in person or represented by proxy at the
meeting and entitled to vote on the subject matter shall be the act of the
stockholders, unless (i)by express provisions of an applicable law 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, or
(ii) the subject matter is the election of Directors, in which case Section 2 of
ARTICLE III hereof shall govern and control the approval of such subject
matter.
Section 9. Voting Rights. Except as otherwise provided by the General
Corporation Law of the State of Delaware, the Certificate of Incorporation of
the Corporation or any amendments thereto or these By-laws, every stockholder
shall at every meeting of the stockholders be entitled to (i) one vote in person
or by proxy for each share of common stock held by such stockholder.
Section 10. Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him or
her by proxy,but no such proxy shall be voted or acted upon after three years
from its date,unless the proxy provides for a longer period. A duly executed
proxy shall be irrevocable if it states that it is irrevocable and if, and
only as long as, it is coupled with an interest sufficient in law to support
an irrevocable power. A proxy may be made irrevocable regardless of whether
the interest with which it is coupled is an interest in the stock itself or
an interest in the Corporation generally. Any proxy is suspended when the
person executing the proxy is present at a meeting of stockholders and elects to
vote, except that when such proxy is coupled with an interest and the fact of
the interest appears on the face of the proxy, the agent named in the proxy
shall have all voting and other rights referred to in the proxy,
notwithstanding the presence of the person executing the proxy. At each
meeting of the stockholders, and before any voting commences, all proxies
filed at or before the meeting shall be submitted to and examined by the
secretary or a person designated by the secretary, and no shares may be
represented or voted under a proxy that has been found to be invalid or
irregular.
Section 11. Business Brought Before an Annual Meeting. At an annual
meeting of the stockholders, only such business shall be conducted as shall
have been properly brought before the meeting. To be properly brought before
an annual meeting, business must be (i) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the Board of
Directors, (ii) brought before the meeting by or at the direction of the
Board of Directors or (iii) otherwise properly brought before the meeting by
a stockholder. For business to be properly brought before an annual meeting
by a stockholder, the stockholder must have given timely notice thereof in
writing to the secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation, not less than 60 days nor more than 90 days
prior to the meeting;provided, however, that in the event that less than 70
days' notice or prior public announcement of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be so
received not later than the close of business on the 10th day following the
date on which such notice of the date of the annual meeting was mailed or
such public announcement was made. A stockholder's notice to the secretary
shall set forth as to each matter the stockholder proposes to bring before
the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting, (ii) the name and address, as they appear
on the Corporation's books, of the stockholder proposing such business, (iii)
the class and number of shares of the Corporation which are beneficially
owned by the stockholder and (iv) any material interest of the stockholder in
such business. Notwithstanding anything in these By-laws to the contrary, no
business shall be conducted at an annual meeting except in accordance
with the procedures set forth in this section. The presiding officer of an
annual meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting and in
accordance with the provisions of this section; if he should so determine, he
shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted. For purposes of this section,
"public announcement" shall mean disclosure in a press release reported by
Dow Jones News Service, Associated Press or a comparable national news
service. Nothing in this section shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
ARTICLE III
DIRECTORS
Section 1. General Powers. The business and affairs of the Corporation shall
be managed by or under the direction of the Board of Directors. In addition to
such powers as are herein and in the Certificate of Incorporation expressly
conferred upon it, the Board of Directors shall have and may exercise all the
powers of the Corporation, subject to the provisions of the laws of Delaware,
the Certificate of Incorporation and these By-laws.
Section 2. Number, Election and Term of Office. Subject to any rights of the
holders of any series of Preferred Stock to elect additional Directors under
specified circumstances, the number of Directors which shall constitute the
Board of Directors shall be fixed at one (1), and hereafter such number shall be
fixed from time to time by resolution adopted by the affirmative vote of a
majority of the total number of Directors then in office. The Directors shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote in the election of
Directors; provided that, whenever the holders of any class or series of
capital stock of the Corporation are entitled to elect one or more Directors
pursuant to the provisions of the Certificate of Incorporation of the
Corporation (including, but not limited to, for purposes of these By-laws,
pursuant to any duly authorized certificate of designation), such Directors
shall be elected by a plurality of the votes of such class or series present
in person or represented by proxy at the meeting and entitled to vote in the
election of such Directors. The Directors shall be elected and shall hold
office only in the manner provided in the Certificate of Incorporation.
Section 3. Removal and Resignation. No Director may be removed from
office without cause and without the affirmative vote of the holders of a
majority of the voting power of the then outstanding shares of capital stock
entitled to vote generally in the election of Directors voting together as a
single class; provided, however, that if the holders of any class or series
of capital stock are entitled by the provisions of the Certificate of
Incorporation (it being understood that any references to the Certificate of
Incorporation shall include any duly authorized certificate of
designation) to elect one or more Directors, such Director or Directors so
elected may be removed without cause only by the vote of the holders of a
majority of the outstanding shares of that class or series entitled to vote.
Any Director may resign at any time upon written notice to the Corporation.
Section 4. Vacancies. Vacancies and newly created directorships resulting
from any increase in the total number of Directors may be filled only in the
manner provided in the Certificate of Incorporation.
Section 5. Nominations.
(a) Only persons who are nominated in accordance with the
procedures set forth in these By-laws shall be eligible to serve as Directors.
Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of stockholders (i) by or at the
direction of the Board of Directors, or (ii) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in this By-law, who is entitled to vote generally in the
election of Directors at the meeting and who shall have complied with the
notice procedures set forth below in Section 5(b).
(b) In order for a stockholder to nominate a person for election to the
Board of Directors of the Corporation at a meeting of stockholders, such
stockholder shall have delivered timely notice of such stockholder's intent to
make such nomination in writing to the secretary of the Corporation. To be
timely, a stockholder's notice shall be delivered to or mailed and received
at the principal executive offices of the Corporation (i) in the case of an
annual meeting, not less than 60 nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that
in the event that the date of the annual meeting is changed by more than 30
days from such anniversary date, notice by the stockholder to be timely must
be so received not later than the close of business on the 10th day following
the earlier of the day on which notice of the date of the meeting was mailed
or public disclosure of the meeting was made, and (ii) in the case of a
special meeting at which Directors are to be elected, not later than the
close of business on the 10th day following the earlier of the day on which
notice of the date of the meeting was mailed or public disclosure of the
meeting was made. Such stockholder's notice shall set forth (i) as to each
person whom the stockholder proposes to nominate for election as a Director
at such meeting all information relating to such person that is required to
be disclosed in solicitations of proxies for election of Directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Exchange Act (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a Director if
elected); (ii) as to the stockholder giving the notice (A) the name and
address, as they appear on the Corporation's books, of such stockholder and
(B) the class and number of shares of the Corporation which are beneficially
owned by such stockholder and also which are owned of record by such
stockholder; and (iii) as to the beneficial owner, if any, on whose behalf
the nomination is made, (A) the name and address of such person and (B) the
class and number of shares of the Corporation which are beneficially owned by
such person. At the request of the Board of Directors, any person nominated
by the Board of Directors for election as a Director shall furnish
to the secretary of the Corporation that information required to be set forth in
a stockholder's notice of nomination which pertains to the nominee.
(c) No person shall be eligible to serve as a Director of the
Corporation unless nominated in accordance with the procedures set forth in
this section. The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by this section, and if he should
so determine, he shall so declare to the meeting and the defective nomination
shall be disregarded. A stockholder seeking to nominate a person to serve as
a Director must also comply with all applicable requirements of the Exchange
Act, and the rules and regulations thereunder with respect to the matters set
forth in this Section.
Section 6. Annual Meetings. The annual meeting of the Board of Directors
shall be held without other notice than this By-law immediately after, and at
the same place as, the annual meeting of stockholders.
Section 7. Other Meetings and Notice. Regular meetings, other than the
annual meeting, of the Board of Directors may be held without notice at such
time and at such place as shall from time to time be determined by resolution of
the Board of Directors. Special meetings of the Board of Directors may be called
by the chairman of the board, the president (if the president is a Director) or,
upon the written request of at least a majority of the Directors then in office,
the secretary of the Corporation on at least 24 hours notice to each Director,
either personally, by telephone, by mail or by telecopy.
Section 8. Chairman of the Board, Quorum, Required Vote and
Adjournment. The Board of Directors shall elect, by the affirmative vote of a
majority of the total number of Directors then in office, a chairman of the
board, who shall preside at all meetings of the stockholders and Board of
Directors at which he or she is present and shall have such powers and
perform such duties as the Board of Directors may from time to time
prescribe. If the chairman of the board is not present at a meeting of the
stockholders or the Board of Directors, the president (if the president is a
Director and is not also the chairman of the board) shall preside at such
meeting, and, if the president is not present at such meeting, a majority of
the Directors present at such meeting shall elect one of their members to
so preside. A majority of the total number of Directors then in office shall
constitute a quorum for the transaction of business. Unless by express
provision of an applicable law, the Certificate of Incorporation or these
By-laws a different vote is required, the vote of a majority of Directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors. 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. Committees. The Board of Directors may, by resolution passed
by a majority of the total number of Directors then in office, designate one
or more committees, each committee to consist of one or more of the Directors
of the Corporation, which to the extent provided in such resolution or these
By-laws shall have, and may exercise, the powers of the Board of Directors in
the management and affairs of the Corporation, except as otherwise limited by
law. The Board of Directors 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. 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. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors upon request.
Section 10. Committee Rules. Each committee of the Board of Directors may
fix its own rules of procedure and shall hold its meetings as provided by such
rules, except as may otherwise be provided by a resolution of the Board of
Directors designating such committee. Unless otherwise provided in such a
resolution, the presence of at least a majority of the members of the
committee shall be necessary to constitute a quorum. Unless otherwise
provided in such a resolution, in the event that a member and that member's
alternate, if alternates are designated by the Board of Directors, of such
committee is or are absent or disqualified, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in place of any such absent or
disqualified member.
Section 11. Communications Equipment. Members of the Board of Directors
or any committee thereof may participate in and act at any meeting of such
board or committee through the use of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear and speak with each other, and participation in the meeting
pursuant to this section shall constitute presence in person at the meeting.
Section 12. Waiver of Notice and Presumption of Assent. Any member of the
Board of Directors or any committee thereof who is present at a meeting shall
be conclusively presumed to have waived notice of such meeting except when such
member attends for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting is not
lawfully called or convened. Such member shall be conclusively presumed to
have assented to any action taken unless his or her dissent shall be entered
in the minutes of the meeting or unless his or her written dissent to such
action shall be filed with the person acting as the secretary of the meeting
before the adjournment thereof or shall be forwarded by registered mail to
the secretary of the Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to any member who voted in
favor of such action.
Section 13. Action by Written Consent. Unless otherwise restricted by the
Certificate of Incorporation, 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 such 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.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Corporation shall be elected by the
Board of Directors and shall consist of a chairman of the board, a chief
executive officer, a president, one or more vice-presidents, a secretary, a
chief financial officer and such other officers and assistant officers as may be
deemed necessary or desirable by the Board of Directors. Any number of offices
may be held by the same person, except that neither the chief executive officer
nor the president shall also hold the office of secretary. In its discretion,the
Board of Directors may choose not to fill any office for any period as it may
deem advisable, except that the offices of president and secretary shall be
filled as expeditiously as possible.
Section 2. Election and Term of Office. The officers of the Corporation shall
be elected annually by the Board of Directors at its first meeting held after
each annual meeting of stockholders or as soon thereafter as convenient.
Vacancies may be filled or new offices created and filled at any meeting of
the Board of Directors.
Each officer shall hold office until a successor is duly elected and
qualified or until his or her earlier death, resignation or removal as
hereinafter provided.
Section 3. Removal. Any officer or agent elected by the Board of Directors
may be removed by the Board of Directors at its discretion, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
Section 4. Vacancies. Any vacancy occurring in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the
Board of Directors.
Section 5. Compensation. Compensation of all executive officers shall be
approved by the Board of Directors, and no officer shall be prevented from
receiving such compensation by virtue of his or her also being a Director of
the Corporation; provided, however, that compensation of all executive
officers may be determined by a committee established for that purpose if so
authorized by the unanimous vote of the Board of Directors.
Section 6. Chairman of the Board. The chairman of the board shall preside
at all meetings of the stockholders and of the Board of Directors and shall have
such other powers and perform such other duties as may be prescribed to him or
her by the Board of Directors or provided in these By-laws.
Section 7. Vice-Chairman of the Board. Whenever the chairman of the board
is unable to serve, by reason of sickness, absence, or otherwise, the
vice-chairman shall have the powers and perform the duties of the chairman of
the board. The vice-chairman shall have such other powers and perform such other
duties as may be prescribed by the chairman of the board, the board of directors
or these By-laws.
Section 8. Chief Executive Officer. The chief executive officer shall have the
powers and perform the duties incident to that position. Subject to the powers
of the Board of Directors and the chairman of the board, the chief executive
officer shall be in the general and active charge of the entire business and
affairs of the Corporation, and shall be its chief policymaking officer. The
chief executive officer shall have such other powers and perform such other
duties as may be prescribed by the Board of Directors or provided in these
By-laws. The chief executive officer is authorized to 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 agent
of the Corporation. Whenever the president is unable to serve, by reason of
sickness, absence or otherwise, the chief executive officer shall perform all
the duties and responsibilities and exercise all the powers of the president.
Section 9. The President. The president of the Corporation shall, subject to
the powers of the Board of Directors, the chairman of the board and the chief
executive officer, have general charge of the business, affairs and property of
the Corporation, and control over its officers, agents and employees. The
president shall see that all orders and resolutions of the Board of Directors
are carried into effect. The president is authorized to 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 agent
of the Corporation. The president shall have such other powers and perform
such other duties as may be prescribed by the chairman of the board, the
chief executive officer, the Board of Directors or as may be provided in
these By-laws.
Section 10. Vice-Presidents. The vice-president, or if there shall be more
than one, the vice-presidents in the order determined by the Board of
Directors or the chairman of the board, shall, in the absence or disability
of the president, act with all of the powers and be subject to all the
restrictions of the president. The vice-presidents shall also perform such
other duties and have such other powers as the Board of Directors, the
chairman of the board, the chief executive officer, the president or these
By-laws may, from time to time, prescribe. The vice-presidents
may also be designated as executive vice-presidents or senior vice-presidents,
as the Board of Directors may from time to time prescribe.
Section 11. The Secretary and Assistant Secretaries. The secretary shall
attend all meetings of the Board of Directors, all meetings of the committees
thereof and all meetings of the stockholders and record all the proceedings of
the meetings in a book or books to be kept for that purpose or shall ensure that
his or her designee attends each such meeting to act in such capacity. Under the
chairman of the board's supervision, the secretary shall give, or cause to be
given, all notices required to be given by these By-laws or by law; shall have
such powers and perform such duties as the Board of Directors, the chairman of
the board, the chief executive officer, the president or these By-laws may, from
time to time, prescribe; and shall have custody of the corporate seal of the
Corporation. The secretary, or an assistant secretary, shall have authority
to affix the corporate seal to any instrument requiring it and when so
affixed, it may be attested by his or her 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 or her signature. The assistant secretary, or if
there be more than one, any of the assistant secretaries, shall in the
absence or disability of the secretary, 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, the chairman of the board, the chief
executive officer, the president, or secretary may, from time to
time, prescribe.
Section 12. The Chief Financial Officer. The chief financial officer shall
have the custody of the corporate funds and securities; shall keep full and
accurate all books and accounts of the Corporation as shall be necessary or
desirable in accordance with applicable law or generally accepted accounting
principles; shall deposit all monies and other valuable effects in the name
and to the credit of the Corporation as may be ordered by the chairman of the
board or the Board of Directors; shall cause the funds of the Corporation to
be disbursed when such disbursements have been duly authorized, taking proper
vouchers for such disbursements; and shall render to the Board of Directors, at
its regular meeting or when the Board of Directors so requires, an account of
the Corporation; shall have such powers and perform such duties as the Board of
Directors, the chairman of the board, the chief executive officer, the president
or these By-laws may, from time to time, prescribe. If required by the Board
of Directors, the chief financial officer shall give the Corporation a bond
(which shall be rendered every six years) in such sums and with such surety
or sureties as shall be satisfactory to the Board of Directors for the
faithful performance of the duties of the office of chief financial officer
and for the restoration to the Corporation, in case of death, resignation,
retirement or removal from office of all books, papers, vouchers, money and
other property of whatever kind in the possession or under the control of the
chief financial officer belonging to the Corporation.
Section 13. Other Officers, Assistant Officers and Agents. Officers, assistant
officers and agents, if any, other than those whose duties are provided for in
these By-laws, shall have such authority and perform such duties as may from
time to time be prescribed by resolution of the Board of Directors.
Section 14. Absence or Disability of Officers. In the case of the absence or
disability of any officer of the Corporation and of any person hereby authorized
to act in such officer's place during such officer's absence or disability, the
Board of Directors may by resolution delegate the powers and duties of such
officer to any other officer or to any Director, or to any other person
selected by it.
ARTICLE V
CERTIFICATES OF STOCK
Section 1. Form. 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 of the board, the chief executive officer or the president and the
secretary or an assistant secretary of the Corporation, certifying the number of
shares owned by such holder in the Corporation. If such a certificate is
countersigned (i) by a transfer agent or an assistant transfer agent other
than the Corporation or its employee or (ii) by a registrar, other than the
Corporation or its employee, the signature of any such
chairman of the board, chief executive officer, president, secretary or
assistant secretary may be facsimiles. In case any officer or officers who
have signed, or whose facsimile signature or signatures have been used on,
any such certificate or certificates shall cease to be such officer or
officers of the Corporation whether because of death, resignation or
otherwise before such certificate or certificates have been delivered by the
Corporation, such certificate or certificates may nevertheless
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have
been used thereon had not ceased to be such officer or officers of the
Corporation. All certificates for shares shall be consecutively numbered or
otherwise identified. The name of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the books of the Corporation. Shares of stock of the
Corporation shall only be transferred on the books of the Corporation by the
holder of record thereof or by such holder's attorney duly authorized in
writing, upon surrender to the Corporation of the certificate or certificates
for such shares endorsed by the appropriate person or persons, with such
evidence of the authenticity of such
endorsement, transfer, authorization and other matters as the Corporation may
reasonably require, and accompanied by all necessary stock transfer stamps. In
that event, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate or
certificates and record the transaction on its books. The Board of Directors
may appoint a bank or trust company organized
under the laws of the United States or any state thereof to act as its
transfer agent or registrar, or both in connection with the transfer of any
class or series of securities of the Corporation.
Section 2. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates previously 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 authorizing such issue of a new certificate or certificates, the
Corporation may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his or her legal representative, to give the
Corporation a bond sufficient to indemnify the Corporation against any claim
that may be made against the Corporation on account of the loss, theft or
destruction of any such certificate or the issuance of such new certificate.
Section 3. Fixing a Record Date for Stockholder Meetings. 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, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than 60 nor less than 10
days before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be the close of business on the next
day preceding the day on which notice is first given. 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
date for the adjourned meeting.
Section 4. Fixing a Record Date for Other Purposes. In order that the
Corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment or any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purposes of any other lawful action, the Board
of Directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted, and which
record date shall be not more than 60 days prior to such action. If no record
date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
Section 5. Registered Stockholders. Prior to the surrender to the
Corporation of the certificate or certificates for a share or shares of stock
with a request to record the transfer of such share or shares, the
Corporation may treat the registered owner as the person entitled to receive
dividends, to vote, to receive notifications and otherwise to exercise all
the rights and powers of an owner. The Corporation 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.
Section 6. Subscriptions for Stock. Unless otherwise provided for in the
subscription agreement, subscriptions for shares shall be paid in full at such
time, or in such installments and at such times, as shall be determined by the
Board of Directors. Any call made by the Board of Directors for payment on
subscriptions shall be uniform as to all shares of the same class or as to
all shares of the same series. In case of default in the payment of any
installment or call when such payment is due, the Corporation may proceed to
collect the amount due in the same manner as any debt due the Corporation.
ARTICLE VI
GENERAL PROVISIONS
Section 1. Dividends. 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, in
accordance with applicable 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. 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 any other
purpose, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
Section 2. Checks, Drafts or Orders. All checks, drafts or other orders for
the payment of money by or to the Corporation and all notes and other
evidences of indebtedness issued in the name of the Corporation shall be
signed by such officer or officers, agent or agents of the Corporation, and
in such manner, as shall be determined by resolution of the Board of
Directors or a duly authorized committee thereof.
Section 3. Contracts. In addition to the powers otherwise granted to officers
pursuant to ARTICLE IV hereof, the Board of Directors may authorize any officer
or officers, or any agent or agents, of the Corporation to enter into any
contract or to execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general or confined to
specific instances.
Section 4. Loans. The Corporation may lend money to, or guarantee any
obligation of, or otherwise assist any officer or other employee of the
Corporation or of its subsidiaries, including any officer or employee who is
a Director of the Corporation or its subsidiaries, whenever, in the judgment
of the Directors, such loan, guaranty or assistance may reasonably be
expected to benefit the Corporation. The loan, guaranty or other assistance
may be with or without interest, and may be unsecured, or secured in such
manner as the Board of Directors shall approve,
including, without limitation, a pledge of shares of stock of the Corporation.
Nothing in this section shall be deemed to deny, limit or restrict the powers
of guaranty or warranty of the Corporation at common law or under any statute.
Section 5. Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.
Section 6. Corporate Seal. The Board of Directors may provide a corporate
seal which shall be in the form of a circle and shall have inscribed thereon the
name of the Corporation 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.
Section 7. Voting Securities Owned By Corporation. Voting securities in
any other Corporation held by the Corporation shall be voted by the chief
executive officer, the president or a vice-president, unless the Board of
Directors specifically confers authority to vote with respect thereto, which
authority may be general or confined to specific instances, upon some other
person or officer. Any person authorized to vote securities shall have the
power to appoint proxies, with general power of substitution.
Section 8. Inspection of Books and Records. The Board of Directors shall
have power from time to time to determine to what extent and at what times and
places and under what conditions and regulations the accounts and books of the
Corporation, or any of them, shall be open to the inspection of the
stockholders; and no stockholder shall have any right to inspect any account
or book or document of the Corporation, except as conferred by the laws of
the State of Delaware, unless and until authorized so to do by resolution of
the Board of Directors or of the stockholders of the Corporation.
Section 9. Section Headings. Section headings in these By-laws are for
convenience of reference only and shall not be given any substantive effect in
limiting or otherwise construing any provision herein.
Section 10. Inconsistent Provisions. In the event that any provision of these
By-laws is or becomes inconsistent with any provision of the Certificate of
Incorporation, the General Corporation Law of the State of Delaware or any
other applicable law, the provision of these By-laws shall not be given any
effect to the extent of such inconsistency but shall otherwise be given full
force and effect.
ARTICLE VII
AMENDMENTS
In furtherance and not in limitation of the powers conferred by statute, the
Board of Directors of the Corporation is expressly authorized to make, alter,
amend, change, add to or repeal these By-laws by the affirmative vote of a
majority of the total number of Directors then in office. Any alteration or
repeal of these By-laws by the stockholders of the Corporation shall require
the affirmative vote of a majority of the outstanding shares of the
Corporation entitled to vote on such alteration or
repeal; provided, however, that Section 11 of ARTICLE II and Sections 2, 3, 4
and 5 of ARTICLE III and this ARTICLE VII of these By-laws shall not be
altered, amended or repealed and no provision inconsistent therewith shall be
adopted without the affirmative vote of the holders of at least a majority of
the outstanding shares of the Corporation entitled to vote on such alteration or
repeal.
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANT
We hereby consent to the use in the Form 10-SB Registration
Statement of Electronic Engineering & Design Corporation, our
report for the period from November 20, 1998 (inception) to
August 31, 1999 dated September 28, 1999 relating to the financial
statements of Electronic Engineering & Design Corporation which
appear in such Form 10-SB.
WEINBERG & COMPANY, P.A.
Certified Public Accountants
Boca Raton, Florida
October 21, 1999
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned director or officer of ELECTRONIC
ENGINEERING AND DESIGN CORPORATION, a Delaware
corporation (the "Company"), does hereby constitute and appoint
George A. Todt and Mary Elizabeth Rowbottom, and each of them,
with full power of substitution and resubstitution, as his or her true
and lawful attorney(s) to do any and all things, and to execute any
and all instruments, which said attorney(s) and agent(s) may deem
necessary or advisable to enable the Company to comply with the
Securities Exchange Act of 1934, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration
under the Securities Exchange Act of 1934, as amended, of shares of
capital stock of the Company, including specifically, but without
limiting the generality of the foregoing, the power and authority to
sign the name of the undersigned in the capacities indicated below to
the Registration Statement on Form 10, and any and all amendments
thereto on Form 8, to be filed for such registration.
Signature Title Date
______________ Chairman, Board of Directors , 1999
George A. Todt and President
Vice President, Treasurer, Chief ________, 1999
James F. Walters Financial Officer and Director
(Principal Accounting Officer)
_______________ Secretary _________, 1999
Mary Elizabeth Rowbottom
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