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 Exchange Act of 1934
SPACE LAUNCHES FINANCING, INC.
(Exact name of registrant in its charter)
Nevada 98-0178621
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
56 Quai Gustave Ador, Geneva, Switzerland CH-1206
(Address of principal executive offices) (Zip Code)
(949) 489-2400
(Issuer's Telephone Number, Including Area Code)
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of Each Exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to section 12(g) of the Act:
Common Stock, par value $.00001
(Title of Class)
<PAGE>
Item 1. Description of Business
Background
Space Launches Financing, Inc., a Nevada corporation, formerly
Transcendent Corporation (the "Company"), was incorporated on February 11, 1997.
The Company was originally organized to develop, manufacture and market
specialty channels in Toronto, Ontario Canada. This business was not successful
and in November 1997 the Company changed its business objectives to financing
satellite launches. No contracts have been entered into as of October 1999. The
Company is in the formative stages.
Item 2. Management's Discussion and Analysis or Plan of Operation
The Company has had limited operations to date. In November 1997 the
Company raised $100,000 in an offering of common stock. The Company anticipates
that it will require approximately $4,000,000 to carry out its business plan,
which is expected to be met from the exercise of warrants.
Item 3. Description of Property
Item 4. Security Ownership of Certain Beneficial Owners and Management
<TABLE>
<CAPTION>
The following table sets forth information relating to the beneficial
ownership of Company common stock by those persons beneficially holding more
than 5% of the Company capital stock, by the Company's directors and executive
officers, and by all of the Company's directors and executive officers as a
group. The address of each officer and director is care of the Company.
Percentage
Name of Number of of Outstanding
Stockholder Shares Owned(1) Common Stock
<S> <C> <C>
Maurice Tolub -- --
Yves Sillard -- --
Marina Zuliani 600,000 10%
Calle Martinengo 5974/B
30122 Venezia
Italia
Andrea Leardini 600,000 10%
Calle Martinengo 5974/B
30122 Venezia
Italia
Societe Financiere du Seujet Limited 600,000 10%
ICC House 17
Dame Street
Dublin 2
Ireland
2
<PAGE>
Preferred Stock(3) *
Francois Allaz 600,000 10%
7 Rue de Veyrot
1217 Geneva, Switzerland
Sangate Enterprises, Inc.(2) 2,600,000 32.5%
Road Town-Pasea Estate
P.O. Box 3149
Tortola
British Virgin Islands
Societe Financiere Privee, S.A. 600,000 10%
3 Rue Maurice
1205 Geneve, Switzerland
Orazio Pizzardi 600,000 10%
Via Milano
10100 Settimo Torinese
Barbara Burhop 600,000 10%
26 Rue du Nod
1225 Hermance, Switzerland
Attilie Ferrari 600,000 10%
Via XX Miglia 65
10141 Torino, Italy
Gabriela Ferrari 600,000 10%
Via XX Miglia 65
10141 Torino, Italy
Operadora Financiera de Inverscones 4
Comercio S.A.
Via Espana y Calle Columbia
Panama (3) (3)
All officers and
directors as a group
(2 persons) -- --
</TABLE>
(1) Unless otherwise noted below, the Company believes that all persons
named in the table have sole voting and investment power with respect to
all shares of Common Stock beneficially owned by them. For purposes
hereof, a person is deemed to be the beneficial owner of securities that
can be acquired by such person within 60 days from the date hereof upon
the exercise of warrants or options or the conversion of convertible
securities. Each beneficial owner's percentage ownership is determined
by assuming that any such warrants, options or convertible securities
that are held by such person (but not those held by any other person)
and which are exercisable within 60 days from the date hereof, have been
exercised.
(2) Includes options to purchase 2,000,000 shares at a price of $2.00 per
share.
(3) Does not include 1,000 shares of Series A Preferred Stock, which give
this holder the right to elect two-thirds
of the Company's board of directors.
3
<PAGE>
Item 5. Directors, Executive Officers, Promoters and Control Persons
The members of the Board of Directors of the Company serve until the
next annual meeting of stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.
Information as to the directors and executive officers of the Company is as
follows:
Name Age Position
Maurice Tolub 36
President, Secretary/Treasurer and Director
Yves Silliard 63 Director
Mr. Tolub has been a director and officer since November 1997. He has
been a private investor for the past five years. After graduating from the
University of Geneva he was engaged in real estate development in Europe and New
York.
Mr. Sillard has been a director since November 1997. He has been
charge de Mission by the French
Ministry of Defense for the Space Politic since March 1997. From 1994 to
February 1997 he was President and
General Manager of Defense International Council.
Item 6. Executive Compensation
No compensation is paid or anticipated to be paid by the Company until
the receipt of license revenues.
Directors currently receive no compensation for their duties as
directors.
Item 7. Certain Relationships and Related Transactions
In August 1997, the Company issued 6,000 shares for services rendered
by its then officers and directors at a price of $.01667 per share. The shares
were issued with a restrictive legend. The Company believes this transaction is
exempt under Section 4(2) of the Securities Act of 1933 as a transaction not
involving a public offering.
On March 18, 1998, the Company issued 6,000,000 Shares of Common Stock
(600,000 to each person) for $100,000 to ten persons, 1,000 shares of Series A
preferred stock to one person and issued options to purchase 2,000,000 shares of
common stock at a price of $2.00 per share to one of the purchasers of the
Common Stock. The issuance of the common stock was made under Rule 504. A Form D
was filed with the Securities and Exchange Commission on November 17, 1997. The
options and preferred stock were issued under Section 4(2).
All information in this Registration Statement gives effect to a
1-for-50 reverse stock split and an additional 1-for-4 reverse stock split, both
effected in November 1997.
Item 8. Description of Securities
Common Stock
The Company's Articles of Incorporation authorizes the issuance of
99,000,000 shares of common stock, $.00001 par value per share, of which
6,017,471 shares were outstanding as of May 24, 1999. Holders of shares of
common stock are entitled to one vote for each share on all matters to be voted
on by the stockholders. Holders of common stock have no cumulative voting
rights. Holders of shares of common stock are entitled to share ratably in
dividends, if any, as may be declared, from time to time by the Board of
Directors in its discretion, from funds legally available therefor. In the event
of a liquidation, dissolution or winding up of the Company, the holders of
shares of common stock are entitled to share pro rata all assets remaining after
payment in full of all liabilities. Holders of common stock have no preemptive
rights to purchase the Company's common stock. There are no
4
<PAGE>
conversion rights or redemption or sinking fund provisions with respect to the
common stock. All of the outstanding shares of common stock are fully paid and
non-assessable.
The transfer agent for the Common Stock is American Securities
Transfer, Inc. 1825 Lawrence Street, Suite
444, Denver, Colorado 80202-1817.
Preferred Stock
The Company's Articles of Incorporation will authorize the issuance of
1,000,000 shares of preferred stock, $.00001 par value, of which 1,000 shares of
Series A preferred stock are issued and outstanding. The holders of Series A
voting stock have the right to elect two-thirds of the Board of Directors, and
have a preferential right on liquidation of the Corporation to receive $.01 per
share prior to any distribution to common shareholders. The Company currently
has no plans to issue any additional shares of preferred stock. The Company's
Board of Directors has authority, without action by the shareholders, to issue
all or any portion of the authorized but unissued preferred stock in one or more
series and to determine the voting rights, preferences as to dividends and
liquidation, conversion rights, and other rights of such series. The preferred
stock, if and when issued, may carry rights superior to those of Common Stock,
however, no preferred stock may be issued with rights equal or senior to the
preferred stock without the consent of a majority of the holders of preferred
stock.
The Company considers it desirable to have preferred stock available
to provide increased flexibility in structuring possible future acquisitions and
financings and in meeting corporate needs which may arise. If opportunities
arise that would make desirable the issuance of preferred stock through either
public offering or private placements, the provisions for preferred stock in the
Company's Articles of Incorporation would avoid the possible delay and expense
of a shareholder's meeting, except as may be required by law or regulatory
authorities. Issuance of the preferred stock could result, however, in a series
of securities outstanding that will have certain preferences with respect to
dividends and liquidation over the Common Stock which would result in dilution
of the income per share and net book value of the Common Stock. Issuance of
additional Common Stock pursuant to any conversion right which may be attached
to the terms of any series of preferred stock may also result in dilution of the
net income per share and the net book value of the Common Stock. The specific
terms of any series of preferred stock will depend primarily on market
conditions, terms of a proposed acquisition or financing, and other factors
existing at the time of issuance. Therefore, it is not possible at this time to
determine in what respect a particular series of preferred stock will be
superior to the Company's Common Stock or any other series of preferred stock
which the Company may issue. The Board of Directors does not have any specific
plan for the issuance of preferred stock at the present time and does not intend
to issue any preferred stock, except on terms which it deems to be in the best
interest of the Company and its shareholders.
The issuance of Preferred Stock could have the effect of making it
more difficult for a third party to acquire a majority of the outstanding voting
stock of the Company. Further, certain provisions of Nevada law could delay or
make more difficult a merger, tender offer or proxy contest involving the
Company. While such provisions are intended to enable the Board of Directors to
maximize stockholder value, they may have the effect of discouraging takeovers
which could be in the best interest of certain stockholders. There is no
assurance that such provisions will not have an adverse effect on the market
value of the Company's stock in the future.
Shares Eligible for Future Sale
Of the outstanding shares of the Company, 6,000 shares are subject to
resale restrictions and, unless registered under the Securities Act of 1933 (the
"Act") or exempted under another provision of the Act, will be ineligible for
sale in the public market. Sales may be made after one year from their
acquisition based upon Rule 144.
In general, under Rule 144 as currently in effect a person (or persons
whose shares are aggregated) who has beneficially owned shares privately
acquired or indirectly from the Company or from an Affiliate, for at least one
year, or who is an Affiliate, is entitled to sell within any three-month period
a number of such shares that does not exceed the greater of 1% of the then
outstanding shares of the Company's Common Stock (approximately 60,000 shares)
or the average weekly trading volume in the Company's Common Stock during the
four calendar weeks immediately preceding such sale. Sales under Rule 144 are
also subject to certain manner of sale provisions, notice
5
<PAGE>
requirements and the availability of current public information about the
Company. A person (or persons whose shares are aggregated) who is not deemed to
have been an affiliate at any time during the 90 days preceding a sale, and who
has beneficially owned shares for at least three years, is entitled to sell all
such shares under Rule 144 without regard to the volume limitations, current
public information requirements, manner of sale provisions, or notice
requirements.
Sales of substantial amounts of the Common Stock of the Company in the
public market could adversely affect prevailing market prices.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters.
(a) Market Information
The Company's Common Stock has been listed on the NASD OTC Electronic
Bulletin Board sponsored by the National Association of Securities Dealers, Inc.
under the symbol "SPCL" since 1997. There has been limited trading of the Common
Stock.
(b) Holders
As of May 1999, there were approximately 100 holders of
Company common stock and one holder of Series A preferred stock.
(c) Dividends
The Company has not paid any dividends on its common stock.
The Company currently intends to retain any earnings for use in its business,
and therefore does not anticipate paying cash dividends in the foreseeable
future.
Item 2. Legal Proceedings
Not applicable.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not applicable.
Item 4. Recent Sales of Unregistered Securities
See Part I, Item 7, "Certain Transactions".
Item 5. Indemnification of Directors and Officers
The Company has adopted provisions in its articles of incorporation
and bylaws that limit the liability of its directors and provide for
indemnification of its directors and officers to the full extent permitted under
the Nevada General Corporation Law. Under the Company's Articles of
Incorporation, and as permitted under the Nevada General Corporation Law,
directors are not liable to the Company or its stockholders for monetary damages
arising from a breach of their fiduciary duty of care as directors. Such
provisions do not, however, relieve liability for breach of a director's duty of
loyalty to the Company or its stockholders, liability for acts or omissions not
in good faith or involving intentional misconduct or knowing violations of law,
liability for transactions in which the director derived as improper personal
benefit or liability for the payment of a dividend in violation of Nevada law.
Further, the provisions do not relieve a director's liability for violation of,
or otherwise relieve the Company or its directors
6
<PAGE>
from the necessity of complying with, federal or state securities laws or affect
the availability of equitable remedies such as injunctive relief or recision.
At present, there is no pending litigation or proceeding involving a
director, officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding that may result in a claim for indemnification by any director or
officer.
7
<PAGE>
PART F/S
The following financial statements are included herein:
Audited Financial Statements
Independent Auditors' Report
Balance Sheets at December 31, 1998 and 1997
Statement of Operations for the two years ended December 31, 1998 and
cumulative from inception to December 31, 1998
Statement of Changes in Stockholders' Equity for the
Statement of Cash Flows for the two years ended December 31, 1998 and
cumulative from inception to December 31, 1998
Notes to Financial Statements
Unaudited Financial Statements
Balance Sheet as of June 30, 1999
Statement of Operations for the six months ended June 30, 1999 and
1998 and cumulative from inception to December 31, 1998
Statement of Cash Flows for the six months ended June 30, 1999 and
1998 and cumulative from inception to December 31, 1998
Statement of Stockholders' Equity
Notes to Financial Statements
PART III
Item 1. Index to Exhibits.
The following exhibits required by Part III of Form 1-A are filed
herewith:
Exhibit No. Document Description
2. Charter and Bylaws
2.1. Articles of Incorporation(1)
2.2 Articles of Amendment(1)
2.3 Bylaws(1)
3. Instruments Defining the rights of security holders
3.1 Option Agreement(1)
5. Voting Trust Agreement
Not Applicable.
6. Material Contracts
Not Applicable.
7. Material Foreign Patents
Not Applicable
(1) Filed herewith
8
<PAGE>
Item 2. Description of Exhibits.
See Item 1.
9
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: October 1, 1999 SPACE LAUNCHES FINANCING, INC.
By:/s/ Maurice Tolub
Maurice Tolub
President
1
SPACE LAUNCHES FINANCING, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
AND
INDEPENDENT AUDITORS= REPORT
<PAGE>
SPACE LAUNCHES FINANCING, INC.
(A Development Stage Company)
Table of Contents
<TABLE>
<CAPTION>
<S> <C>
Independent Auditors= Report 1
Financial Statements
Statements of Financial Position 2
Statements of Operations 3
Statement of Changes in Stockholders= Equity 4
Statements of Cash Flows 5
Notes to Financial Statements 6
<PAGE>
</TABLE>
563 WEST 500 SOUTH, SUITE 410, BOUNTIFUL, UTAH 84010
(801) 294-3155 FAX (801) 294-3190
THURMAN SHAW & CO., L.C. James K. Thurman
Jeffrey L. Shaw
Justin R. Shaw
INDEPENDENT AUDITORS= REPORT
To the Board of Directors and Shareholders
Space Launches Financing, Inc.
We have audited the statements of financial position of Space Launches
Financing, Inc. ( a development stage company) as of December 31, 1998 and 1997,
and the related statements of operations, changes in stockholders= equity and
cash flows for the years then ended and cumulative for the period February 11,
1997 (date of inception) through December 31, 1998. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. 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 audits provide 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 Space Launches Financing, Inc.
(a development stage company) as of December 31, 1998 and 1997, and the results
of its operations, changes in stockholders= equity and cash flows for the period
February 11, 1997 (date of inception) through December 31, 1998, in conformity
with generally accepted accounting principles.
THURMAN SHAW & CO., L.C.
Bountiful, Utah
May 28, 1999
<PAGE>
<TABLE>
<CAPTION>
SPACE LAUNCHES FINANCING, INC.
(A Development Stage Company)
Statements of Financial Position
December 31, 1998 and 1997
1998 1997
------------- ---------
ASSETS
Current assets
<S> <C> <C>
Cash $ 103,528 $ 99,319
------------ -----------
Total current assets 103,528 99,319
------------- --------------
Total assets $ 103,528 $ 99,319
============= ==============
LIABILITIES AND STOCKHOLDERS= EQUITY
Current liabilities $ - $ -
------------- -----------
Stockholders= equity
Common stock, $.00001 par value; 100,000,000 shares
authorized; 6,017,471 shares issued and outstanding 61 61
Additional paid-in capital 141,559 141,559
Accumulated deficit during the development stage (38,092) (42,301)
------------- --------------
Total stockholders' equity 103,528 99,319
------------- --------------
Total liabilities and stockholders' equity $ 103,528 $ 99,319
============= ==============
</TABLE>
See accompanying notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
SPACE LAUNCHES FINANCING, INC.
(A Development Stage Company)
Statements of Operations
Years Ended December 31, 1998 and 1997
and Cumulative from Inception to December 31, 1998
Cumulative
From
Inception
(February 11, 1997)
to December 31,
1998 1997 1998
-------------- ------------- ---------
<S> <C> <C> <C>
Revenues $ - $ - $ -
--------- --------- ------
Operating expenses
General and administrative 597 42,811 43,408
-------------- ------------- --------------
Total operating expenses 597 42,811 43,408
-------------- ------------- --------------
Other income
Interest 4,806 510 5,316
-------------- ------------- --------------
Total other income 4,806 510 5,316
-------------- ------------- --------------
Net income (loss) $ 4,209 $ (42,301) $ (38,092)
============== ============= ==============
Net income (loss) per share $ - $ (0.06) $
============== ================ =
(0.01)
Weighted average number of
shares outstanding 3,814,428 709,769 3,814,428
============== ============= ==============
</TABLE>
See accompanying notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
SPACE LAUNCHES FINANCING, INC.
(A Development Stage Company)
Statement of Changes in Stockholders= Equity
From Inception (February 11, 1997) Through December 31, 1998
Accumulated
Deficit
Common Stock Additional During the
Paid-In Development
Shares Amount Capital Stage Total
Issuance of common stock for cash,
<S> <C> <C> <C> <C> <C>
.00001 per share on April 16, 1997 10,500 $ 1 $ 2,099 $ - $ 2,100
Issuance of common stock in private
placement, .00001 per share on
April 16, 1997 460 - 30,826 - 30,826
Issuance of shares for option, .00001
per share on July 25, 1997 500 - 5,000 - 5,000
Issuance of shares for cancellation
of debt, .00001 per share on
August 1, 1997 6,000 - 3,694 - 3,694
Rounding for split 11 - - -
-
Issuance of shares for cash, .00001
per share on December 1, 1997 6,000,000 60 99,940 - 100,000
Net (loss) - - - (42,301)
------- ------------- ------------- -------------
(42,301)
Balances at December 31, 1997 6,017,471 61 141,559 (42,301) 99,319
Net income - - - 4,209 4,209
---- -------- --------- --------- - -----
Balances at December 31, 1998 6,017,471 $ 61 $ 141,559 $ (38,092) $ 103,528
============= ============= ============= ============= =============
</TABLE>
See accompanying notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
SPACE LAUNCHES FINANCING, INC.
(A Development Stage Company)
Statements of Cash Flows
Years Ended December 31, 1998 and 1997
and Cumulative from Inception to December 31, 1998
Cumulative
From
Inception
(February 11, 1997)
to December 31,
1998 1997 1998
-------------- ------------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C>
Net income (loss) $ 4,209 $ (42,301) $ (38,092)
-------------- ------------- --------------
Net cash flows from operating activities 4,209 (42,301) (38,092)
-------------- ------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
-------- -------- -----
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock - 141,620 141,620
-------- ----------- -----------
Net cash flows from financing activities - 141,620 141,620
-------------- ------------- --------------
Net decrease in cash 4,209 99,319 103,528
Cash balance at beginning of period 99,319 - -
-------------- ------------- -----------
Cash balance at end of period $ 103,528 $ 99,319 $ 103,528
============== ============= ==============
</TABLE>
See accompanying notes to financial statements
<PAGE>
SPACE LAUNCHES FINANCING, INC.
(A Development Stage Company)
Notes to Financial Statements
Year Ended December 31, 1998
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Transcendent Corporation (the ACompany@) was incorporated under the
laws of the State of Nevada on February 11, 1997, to develop,
manufacture and market a variety of specialty chemicals to industrial,
commercial and retail clients. The Company is in the development stage
and will be very dependent on the skills, talents, and abilities of
management to successfully implement its business plan. Due to the
Company=s lack of capital, it is likely that the Company will not be
able to compete with larger and more experienced entities for business
opportunities which are lower risk and are more attractive for such
entities. Business opportunities in which the Company may participate
will likely be highly risky and speculative. Since inception, the
Company=s activities have been limited to organizational matters.
On November 26, 1997 the board of directors approved a name change and
filed the amendment with the Nevada Secretary of State changing the
name of the corporation to Space Launches Financing, Inc.
2. CASH AND CASH EQUIVALENTS
The Company considers all short-term investments with an original
maturity of three months or less to be cash equivalents.
STOCK SPLIT
On November 27, 1997, the Company=s board of directors approved a 200:1
reverse stock split. The Company=s financial statements have been
restated for all periods presented for effects of the stock split.
<PAGE>
<TABLE>
<CAPTION>
SPACE LAUNCHES FINANCING, INC.
(A Company in the Development Stage)
BALANCE SHEETS
(Unaudited)
ASSETS
June 30,
1999
<S> <C>
Current Assets - Cash $ 105,728
--------------
Total Current Assets $ 105,728
--------------
TOTAL ASSETS $ 105,728
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $
STOCKHOLDERS' EQUITY
Common Stock, $.00001 par value; 100,000,000 shares
authorized; 6,017,471 shares issued and outstanding 61
Additional paid-in Capital 141,559
Accumulated deficit during the development stage (35,892)
TOTAL STOCKHOLDERS' EQUITY (105,728)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 105,728
</TABLE>
The accompanying notes are an integral part of
the financial statements.
1
<PAGE>
<TABLE>
<CAPTION>
SPACE LAUNCHES FINANCING, INC.
(A Company in the Development Stage)
STATEMENTS OF OPERATIONS
(Unaudited)
CUMULATIVE
FOR THE SIX FROM INCEPTION
MONTHS ENDED (February 11, 1997)
June 30, TO
1999 1998 June 30, 1999
<S> <C> <C> <C>
REVENUES $ -0- $ -0- $ -0-
OPERATING EXPENSES
General and Administrative 100 43,408
TOTAL OPERATING EXPENSES 100 43,408
Other income - interest 2,200 2,174 7,516
Total other income 2,200 2,174 7,516
NET INCOME (LOSS) 2,200 $ 2,074 $ (35,892)
NET (LOSS) PER SHARE $ Nil $ Nil
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 6,017,471 6,017,471
</TABLE>
See accompanying Notes to Financial Statements.
2
<PAGE>
<TABLE>
<CAPTION>
SPACE LAUNCHES FINANCING, INC.
(A Company in the Development Stage)
STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
Additional
Common Stock Paid In Accumulated
Shares Amount Capital Deficit Total
Balance,
<S> <C> <C> <C> <C> <C>
December 31, 1998 6,017,471 $ 61 $ 141,559 $ (38,092) $ 103,528
Net income 2,200 2,200
Balance,
June 30, 1999 6,017,471 $ 61 $ 141,559 $ 35,892 $ 105,728
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SPACE LAUNCHES FINANCING, INC.
(A Company in the Development Stage)
STATEMENTS OF CASH FLOWS
(Unaudtied)
CUMULATIVE
FOR THE THREE FROM INCEPTION
MONTHS ENDED (May 4, 1992)
June 30, TO
1999 1998 June 30, 1999
CASH FLOWS FROM OPERATING
ACTIVITIES
<S> <C> <C> <C>
Net Income (Loss) $ 2,200 $ 2,074 $ (35,892)
Net cash flows from operating
activities 2,200 2,074 (35,892)
CASH FLOWS FROM INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of
Common Stock -- -- 141,620
Net Cash flows from financing
activities 141,620
NET INCREASE (DECREASE) IN CASH 2,200 2,074 (105,728)
CASH BALANCE AT BEGINNING
OF PERIOD 103,528 99,319 0
CASH BALANCE AT END OF
PERIOD $ 105,728 $ 101,393 $ 105,728
</TABLE>
See accompanying Notes to Financial Statements.
4
<PAGE>
SPACE LAUNCHES FINANCING, INC.
(A Company in the Development Stage)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
June 30, 1999
1. Comments
The accompanying financial statements are unaudited, but in the opinion
of the management of the Company, contain all adjustments, consisting
of only normal recurring accruals, necessary to present fairly the
financial position at June 30, 1999, the results of operations, cash
flows and the statements of stockholders' equity for the six months
ended June 30, 1999 and 1998.
5
<PAGE>
ARTICLES OF INCORPORATION
OF
TRANSCENDENT CORPORATION
* * * * * *
FIRST
The name of the corporation is TRANSCENDENT CORPORATION.
SECOND
It principal office in the State of Nevada is located at 1 East First
Street, Suite 1411, Reno, Nevada 89501. The name and address of its resident
agent is The Corporation Trust Company of Nevada, 1 East First Street, Suite
1411, Reno, Nevada 89501.
THIRD
The purpose or purposes for which the corporation is organized:
To engage in and carry on any lawful
business activity or trade,
and any activities necessary, convenient, or desirable to accomplish
such purposes, not forbidden by law or by these articles of
incorporation.
FOURTH
The amount of the total authorized capital stock of the corporation is
One Thousand Dollars ($1,000.00) consisting on One Hundred Million (100,000,000)
shares of common stock of the par value of $0.00001 each.
FIFTH
The governing board of this corporation shall be known as directors,
and the number of directors may from time to time be increased or decreased in
such manner as shall be provided by the bylaws of this corporation.
The names and addresses of the first board of directors are:
NAME POST-OFFICE ADDRESS
James Kouvarakos 1275 Danforth Avenue, Suite 212
Toronto, Ontario, Canada M4J 5B6
John Harman 20 Beachdale Avenue
Scarborough, Ontario, Canada M1N 1V8
Nicholas Plessas 126 John Street
Weston, Ontario, Canada M9N 1J8
The number of members of the Board of Directors shall not be less than
three nor more than thirteen.
SIXTH
The capital stock, after the amount of the subscription price, or par
value, has been paid in shall not be subject to assessment to pay the debts of
the corporation.
SEVENTH
The name and address of each of the incorporators signing the Articles
of Incorporation are as follows:
NAME POST-OFFICE ADDRESS
Conrad C. Lysiak 601 West First Avenue
Suite 503
Spokane, Washington 99204
EIGHTH
The corporation is to have perpetual existence.
NINTH
In furtherance, and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
Subject to the bylaws, if any, adopted by the stockholders, to make,
alter or amend the bylaws of the corporation.
To fix the amount to be reserved as working capital over and above its
capital stock pain in, to authorize and case to be executed mortgages and liens
upon the real and personal property of this corporation.
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By resolution passed by a majority of the whole board, to designate
one (1) or more committees, each committee to consist of one (1) or more of the
directors of the corporation, which, to the extent provided in the resolution or
in the bylaws of the corporation, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be stated in the bylaws of the corporation or as may be
determined from time to time by resolution adopted by the board of directors.
When and as authorized by the affirmative vote of stockholders holding
stock entitling them to exercise at least a majority of the voting power given
at a stockholders' meeting called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock issued
and outstanding, the board of directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions as its board of directors deem expedient and for the best
interests of the corporation.
TENTH
Meeting of stockholders may be held outside the State of Nevada, if
the bylaws so provide. The books of the corporation may be kept (subject to any
provision contained in the statutes) outside the State of Nevada at such place
or places as may be designated from time to time by the board of directors or in
the bylaws of the corporation.
ELEVENTH
This corporation reserves the right to amend alter, change or repeal
any provision contained in the Articles of Incorporation, in the manner now or
hereafter prescribed by statute, or by the Articles of Incorporation, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
TWELFTH
The corporation shall indemnify its officers, directors, employees and
agents to the full extent permitted by the laws of the State of Nevada.
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I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hand this 7th day of February, 1997.
CONRAD C. LYSIAK
STATE OF WASHINGTON )
)
COUNTY OF SPOKANE )
On this 7th day of February, 1997, before me, a Notary Public,
personally appeared CONRAD C. LYSIAK, who severally acknowledged that he
executed the above instrument.
Notary Public, residing in the State
of Washington, residing in Spokane
My Commission Expires:
October 8, 1998
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ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
TRANSCENDENT CORPORATION
1. The name of the Corporation is Transcendent Corporation.
2. The following amendment to the Articles of Incorporation of
the Corporation was duly approved by the Board of Directors
pursuant to Section 78.315 of the Nevada General Corporation
Law and by the holders of a majority of the common
shareholders of the Corporation pursuant to Section 78.390 of
the Nevada General Corporation Law acting by consent action
pursuant to Section 78.320 of such law.
3. Article First of the Articles of Incorporation of the
Corporation is hereby amended in its entirety
to read as follows:
The name of this Corporation shall be Space Launches Financing, Inc.
4. Article Fourth of the Articles of Incorporation of the
Corporation is hereby amended in its entirety
to read as follows:
Section 1. The amount of the total authorized capital stock of the
Corporation is one thousand dollars ($1,000) consisting of Ninety Nine Million
(99,000,000) shares of Common Stock and One Million (1,000,000) shares of
Preferred Stock, all with a par value of $.00001 each. The reclassifications of
the Corporation's Common Stock approved by the Board of Directors cumulatively
of one new share of Common Stock for each 200 outstanding shares (with each
fractional share to be rounded to the nearest whole share, but not less than
one) is hereby ratified and approved. The Board of Directors has the power,
without action by the shareholders, to issue the Common or Preferred Stock on
such series and with such rights, privileges and restrictions as set forth in
the resolutions of the Board of Directors, in accordance with the Nevada General
Corporation Law.
Section 2. There is hereby created a class of preferred stock
denominated Series A Preferred Stock, with the following relative rights,
designations and limitations:
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(a) Number. The number of shares constituting the
Series A Preferred Stock shall be 1,000.
(b) Dividend. Holders of the Series A Preferred Stock
are not entitled to receive dividends.
(c) Redemption. The Series A Preferred Stock shall not
be redeemable.
(d) Liquidation Rights. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the
Corporation, the holders of Series A Preferred Stock shall be
entitled to receive from the assets of the Corporation $.01
per share, all of which shall be paid or set apart for payment
before the payment or setting apart for payment of any amount
for, or the distribution of any assets of the Corporation to,
the holders of common stock in connection with such
liquidation, dissolution, or winding up. Each share of Series
A Preferred Stock shall rank on a parity with each other share
of Series A Preferred Stock, with respect to the respective
preferential amounts fixed for such series payable upon any
distribution of assets by way of liquidation, dissolution, or
winding up of the Corporation. After the payment or the
setting apart of payment to the holders of Series A Preferred
Stock of the preferential amount so payable to them, the
holders of common stock shall be entitled to receive, ratably,
all remaining assets of the Corporation.
(e) Voting Rights. Except as otherwise provided by law, the
holders of Series A Preferred Stock shall vote as a class with
the holders of common stock. However, the holders of the
Series A Preferred Stock, voting separately as a class, shall
have the right, by unanimous vote of the class, to elect
two-thirds (2/3) of the members of the Board of Directors,
provided, however, that if the number of directors is not
divisible by three (3), it shall be increased by one (1)
additional member of the Board of Directors, entitling in such
a case the Series A Preferred Stock holders to election of
two-thirds (2/3) of the members of the Board of Directors plus
one (1) additional director.
If the office of any director elected by the holders of the
Series A Preferred Stock voting as a class becomes vacant by
reason of death, resignation, retirement, disqualification,
removal from office or otherwise, the remaining director
elected by the holders of the Series A Preferred Stock voting
as a class may choose a successor who shall hold office for
the unexpired term in respect of which such vacancy occurred.
If the office of any director elected by the holder of the
Series A Preferred Stock as a class becomes vacant by any of
the reasons specified above, and if there are no remaining
directors on the Board of Directors elected by the holders of
the Series A Preferred Stock voting as a class,
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then the directors elected by the holders of common stock
voting as a class may choose a successor who shall hold office
until he is re-appointed or until his successor is chosen by
the director elected by the holders of the Series A Preferred
Stock voting as a class.
(f) No Conversion Rights. The Series A Preferred Stock
shall not be convertible into any
other class or series of shares of the Corporation.
(g) Right of First Refusal.
A. Restriction on Sales. If a holder of Series A
Preferred Stock desires to sell all or any part of his shares
of Series A Preferred Stock in the Corporation and has
received a bona fide offer, such holder of Series A Preferred
Stock (the "Selling Shareholder") shall notify the remaining
holders of record of the Series A Preferred Stock (the
"Non-selling Shareholders") in writing, stating the number of
shares desired to be sold, the amount of the bona fide offer,
and the name of the offeror. For 15 days following delivery of
such notice, the Non-selling Shareholders shall, on a
proportional basis according to the number of Series A
Preferred Shares owned by each of them, have an option to
purchase the Selling Shareholder's shares of Series A
Preferred Stock for the amount of the bona fide offer. The
Non-selling Shareholders may exercise this option by
delivering written notice to the Selling Shareholder within
the 15-day period. If any holder of Series A Preferred Stock
declines to exercise its option with respect to its
proportional share, then the purchase option rights of the
remaining holders of Series A Preferred Stock shall
proportionately be increased.
If the Non-selling Shareholders do not exercise said option,
the Selling Shareholder may sell his shares of Series A
Preferred Stock in the Corporation on the terms disclosed to
the original offeror. The Selling Shareholder must sell his
shares of Series A Preferred Stock in the Corporation on the
terms disclosed to the original offeror within 45 days after
delivery of the original notice from the Selling Shareholder
to the Non-selling Shareholders, otherwise the Non-selling
Shareholders shall have another right to purchase the Shares
for the 15 days following the expiration of the 45-day period.
B. Restriction on Other Transfer of Shares. If a holder
of Series A Preferred Stock desires
to transfer, hypothecate, assign or otherwise transfer
("Transfer") all or any part of his shares of
Series A Preferred Stock in the Corporation and Section A
does not apply, such holder of Series
A Preferred Stock (the "Transferring Shareholder") shall
deliver notice thereof (the "Transfer
Notice") to the other holders of the Series A Preferred Stock
(the "Non-transferring Shareholders"),
stating the shares desired to be Transferred, the name of the
proposed Transferee, the manner of
and reason for such Transfer, and the consideration (if any)
to be received. For 15 days following
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<PAGE>
the determination of the fair market value pursuant to this
Section B, the Non-transferring Shareholders shall have an
option to purchase such shares for their fair market value.
The Non-transferring Shareholders may exercise this option by
delivering written notice to the Transferring Shareholder
within the 15-day period. If any holder of Series A Preferred
Stock declines to exercise its option with respect to its
proportional share, then the purchase option rights of the
remaining holders of Series A Preferred Stock shall
proportionately be increased.
If the Transferring Shareholder and the Non-transferring
Shareholders cannot agree on the fair market value of such
shares within thirty (3) days after the Transfer Notice is
given pursuant to Section C hereof, the fair market value
shall be determined by three appraisers, one to be chosen by
the Transferring Shareholder and announced in writing to the
Non-transferring Shareholders within 45 days after the
Transfer notice is delivered, one to be chosen by the
Non-transferring Shareholders and announced in writing to the
Transferring Shareholder within 15 days after the selection of
the first appraiser, and the third to be chosen by the first
two appraisers within 15 days after the selection of the
second appraiser. If the Transferring Shareholder does not
select an appraiser within the 15-day period described above,
the fair market value shall be determined by two appraisers,
one chosen by the Non-transferring Shareholders and the second
chosen by the first appraiser. The decision of a majority of
the appraisers as to fair market value shall be binding on all
parties.
If the Non-transferring Shareholders do not exercise their
option under this Section B, the Transferring Shareholder may
Transfer his shares of Series A Preferred Stock in the
Corporation on the terms disclosed in the original notice sent
to the Non-transferring Shareholders for a period of 45 days
after expiration of the 15-day period, otherwise the
Non-selling Shareholders shall have the right to purchase the
Shares at such price for another 15 days.
C. Notice. Any notice given under Sections A and B shall be in
writing and either (1) hand delivered, or (2) mailed by
registered or certified mail, return receipt requested and
postage prepaid, to the address of the Shareholder or the
Corporation as the case may be. The Corporation or any
Shareholder may change his address by giving notice of the
change. Any hand delivered notice shall be considered given
upon delivery. Any mailed notice shall be considered given on
the third business day after being mailed by U.S. certified
mail, postage prepaid."
IN WITNESS WHEREOF, these Articles of Amendment have been executed this
17th day of November, 1997.
TRANSCENDENT CORPORATION
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<PAGE>
Vice President
ATTEST:
Assistant Secretary
STATE OF CALIFORNIA }
} ss.
COUNTY OF ORANGE }
On November 17, 1997, before me, _________________________, a notary
public in and for said state, personally appeared Jolene Peterson, personally
known to me to be the persons whose name is subscribed to the within instrument
and acknowledged to me that they executed the same in their respective
authorized capacities, and that by their signature on the instrument the entity
upon behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal.
Signature ________________________
(Seal)
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<PAGE>
BYLAWS
OF
SPACE LAUNCHES FINANCING, INC.
ARTICLE I
Meetings of Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders of
this Company, for the purpose of fixing or changing the number of directors of
the Company, electing directors and transacting such other business as may come
before the meeting, shall be held on such date, at such time and at such place
as may be designated by the Board of Directors.
Section 2. Special Meetings. Special meetings of the shareholders may
be called at any time by the president or a vice-president or a majority of the
Board of Directors acting with or without a meeting, or the holder or holders of
10% of all the shares outstanding and entitled to vote thereat.
Section 3. Place of Meetings. Meetings of shareholders shall be held at
the principal office of the Company, unless the Board of Directors decides that
a meeting shall be held at some other place within or without the State of
Nevada and causes the notice thereof to so state.
Section 4. Notices of Meetings. Unless waived, a written, printed, or
typewritten notice of each annual or special meeting, stating the day, hour and
place and the purpose of purposes thereof shall be served upon or mailed to each
shareholder of record entitled to vote or entitled to notice, not more than
sixty (60) days nor less than ten (10) days before any such meeting. If mailed,
it shall be directed to a shareholder at his or her address as the same appears
on the records of the Company. If a meeting is adjourned to another time and
place, no further notice as to such adjourned meeting need be given if the time
and place to which it is adjourned are fixed and announced at such meeting. In
the event of a transfer of shares after notice has been given and prior to the
holding of the meeting, it shall not be necessary to serve notice on the
transferee. Nothing herein contained shall prevent the setting of a record date
in the manner provided by law for the determination of the shareholders who are
entitled to receive notice of or to vote at any meeting of shareholders or for
any purpose permitted by law.
Section 5. Waiver of Notice. Notice of the time, place and purpose of
any meeting of shareholders may be waived in writing, either before or after the
holding of such meeting, by any shareholder.
Section 6. Quorum. At any meeting of shareholders, the holders of a
majority in amount of the shares of the Company then outstanding and entitled to
vote thereat, present in person or represented by proxy, shall constitute a
quorum for such meeting but no action required by law, the Articles of
Incorporation or these Bylaws to be authorized or taken by the holders of a
designated
<PAGE>
proportion of the shares of any particular class, or of each class, may be
authorized or taken by a lesser proportion. The holders of a majority of the
voting shares represented at a meeting in person or by proxy may adjourn such
meeting from time to time, and at such adjourned meeting any business may be
transacted as if the meeting had been held as originally called.
Section 7. Organization. At each meeting of the shareholders, the
president, or, in the absence of the president, a chairman chosen by a majority
in interest of the shareholders present in person or by proxy and entitled to
vote, shall act as chairman, and the secretary of the Company, or, if the
secretary of the Company not be present, the assistant secretary, or if the
secretary and the assistant secretary not be present, any person whom the
chairman of the meeting shall appoint, shall act as secretary of the meeting.
Section 8. Shareholders Entitled to Vote. Every shareholder of record
shall be entitled at each meeting of shareholders to one vote for each share
standing in his name on the books of the Company.
A corporation owning shares in this Company may vote the same by its
president or its secretary or its treasurer, and such officer shall conclusively
be deemed to have authority to vote such shares and to secure any proxies and
written waivers and consents in relation thereto, unless, before a vote is taken
or a consent or waiver is acted upon, it shall be made to appear by a certified
copy of the regulations, by-laws or resolution of the Board of Directors of the
corporation owning such shares that such authority does not exist or is vested
in some other officer or person.
Section 9. Shareholder Voting. At each meeting of the shareholders for
the election of directors at which a quorum is present, the persons receiving
the greatest number of votes shall be the directors. Such election may be by
ballot or viva voce, as the shareholders may determine. All other questions
shall be determined by a majority vote of the shares entitled to vote and
represented at the meeting in person or by proxy, unless for any particular
purpose the vote of a greater proportion of the shares, or of any particular
class of shares, or of each class, is otherwise required by law, the Articles of
Incorporation or these Bylaws.
Section 10. Proxies. At meetings of the shareholders any shareholder of
record entitled to vote thereat may be represented and may vote by a proxy or
proxies appointed by an instrument in writing, but such instrument shall be
filed with the secretary of the meeting before the person holding such proxy
shall be allowed to vote thereunder. No proxy shall be valid after the
expiration of six (6) months after the date of its execution, unless coupled
with an interest of the shareholder executing it shall have specified therein
the length of time it is to continue in force, which in no case shall exceed
seven (7) years from the date of its execution.
Section 11. Order of Business and Procedure. The order of business at
all meetings of the shareholders and all matters relating to the manner of
conducting the meeting shall be determined by the chairman of the meeting, whose
decisions may be overruled only by majority vote of the shareholders present and
entitled to vote at the meeting in person or by proxy. Meetings shall be
conducted in a manner designed to accomplish the business of the meeting in a
prompt and orderly fashion and to be fair and equitable to all shareholders, but
it shall not be necessary to follow any manual of parliamentary procedure.
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ARTICLE II
Board of Directors
Section 1. General Powers of Board. The powers of the Company shall be
exercised, its business and affairs conducted, and its property controlled by
the Board of Directors, except as otherwise provided by the law of Nevada or in
the Articles of Incorporation.
Section 2. Number and Qualification. The number of directors of the
Company, none of whom need be shareholders or residents of Nevada, shall be at
least three. Without amendment of these Bylaws, the number of directors may be
fixed or changed by resolution adopted by the vote of the majority of directors
in office or by the vote of holders of shares representing a majority of the
voting power at any annual meeting, or any special meeting called for that
purpose; but not reduction of the number of directors shall have the effect of
removing any director prior to the expiration of his term of office.
Section 3. Term of Office. Unless he shall earlier resign, be removed
as hereinafter provided, die, or be adjudged mentally incompetent, each director
shall hold office until the sine die adjournment of the annual meeting of
shareholders for the election of directors next succeeding his election, or the
taking by the shareholders of an action in writing in lieu of such meeting, or,
if for any reason the election of directors shall not be held at such annual
meeting or any adjournment thereof, until the sine die election of directors
held thereafter as provided for in Section 4 of Article I of these Bylaws, or
the taking by the shareholders of an action in writing in lieu of such meeting,
and until his successor is elected and qualified.
Section 4. Removal. Any director may be removed without cause at any
special meeting of shareholders called for such purpose by the vote of the
holders of two-thirds of the voting power entitling them to elect directors in
place of those to be removed, provided that unless all the directors, or all the
directors of a particular class are removed no individual director shall be
removed if the votes of a sufficient number of shares are cast against his
removal which, if cumulatively voted at on election of directors, or of all
directors of a particular class, as the case may be, would be sufficient to
elect at least one director. In case of any such removal, a new director may be
elected at the same meting for the unexpired term of each director removed.
Failure to elect a director to fulfill the unexpired term of any director
removed shall be deemed to create a vacancy in the Board.
Section 5. Resignations. Any director of the company may resign at any
time by giving written notice to the president or the secretary of the Company.
Such resignation shall take effect at the time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 6. Vacancies. Vacancies in the Board of Directors may be filled
by a majority vote of the remaining directors, even though they be less than a
quorum of the entire number of directors constituting a full Board, until an
election to fill such vacancies is had. Within the meaning of this Section, a
vacancy exists if the board of directors increases the authorized number of
directors or if the shareholders increase the authorized number of directors but
fail at the meeting at which such increase is authorized, or an adjournment
thereof, to elect the additional directors provided for, or if the shareholders
fail at any time to elect the whole authorized number of directors. Any director
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<PAGE>
elected under the provisions of this Section 6 shall serve until the next annual
election of directors and until their successors are elected and qualified.
Section 7. Meetings. The directors shall hold such meetings from time
to time as they may deem necessary and such meetings as may from time to time be
called by the president or the chairman of the board. Meetings shall be held at
the principal office of the Company or at such other place within or without the
State of Nevada as the president or a majority of the directors may determine. A
regular meeting of the Board of Directors shall be held each year at the same
place as and immediately after the annual meeting of shareholders, or at such
other place and time as shall theretofore have been determined by the Board of
Directors and notice thereof need not be given. At its regular annual meeting,
the Board of Directors shall organize itself and elect the officers of the
Company for the ensuing year, and may transact any other business.
Section 8. Notice of Meetings. Notice of each special meeting or, where
required, each regular meeting, of the Board of Directors shall be given to each
director either by being mailed on at least the third day prior to the date of
the meeting or by being telegraphed or given personally or by telephone on at
least twenty-four (24) hours notice prior to the date of meeting. Such notice
shall specify the date and time of the meeting, the purpose or purposes for
which the meeting is called. At any meeting of the Board of Directors at which
every director shall be present, even though without such notice, any business
may be transacted. Any acts or proceedings taken at a meeting of the Board of
Directors not validly called or constituted may be made valid and fully
effective by ratification at a subsequent meeting which shall be legally and
validly called or constituted. Notice of any regular meting of the Board of
Directors need not state the purpose of the meeting and, at any regular meeting
duly held, any business may transacted. If the notice of a special meeting shall
state as a purpose of the meeting the transaction of any business that may come
before the meeting, then at the meeting any business may be transacted, whether
or not referred to in the notice thereof. A written waiver of notice of a
special or regular meeting, signed by the person or person entitled to such
notice, whether before or after the time stated therein shall be deemed the
equivalent of such notice, and attendance of a director at a meeting shall
constitute a waiver of notice of such meeting except when the director attends
the meeting and prior to or at the commencement of such meeting protests the
lack of proper notice.
Section 9. Quorum and Voting. At all meetings of the directors fifty
percent of all of the authorized directors of the company shall constitute a
quorum, but less than fifty percent of the authorized directors may adjourn a
meeting of the directors from time to time, and at adjourned meetings any
business may be transacted as if the meeting had been held as originally called.
The act of a majority of Directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as otherwise provided
by law, the Articles of Incorporation or these Bylaws.
Section 10. Compensation. Directors shall be entitled to receive for
services and expenses such reasonable compensation as the Board of Directors may
determine by affirmative vote of a majority of those directors in office. The
Board of Directors may also delegate its authority to establish reasonable
compensation for directors to one or more officers or directors by an
affirmative vote of a majority of those directors in office. Any vote taken by
the Board of Directors with respect to director compensation shall be effective
irrespective of the financial or personal interest of any of the directors
involved.
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Section 11. Committees. The Board of Directors may create any committee
of directors, to be composed of one or more directors, and may delegate to any
such committee any of the authority and powers of the Board of Directors,
however conferred. Each such committee shall serve at the pleasure of the Board
of Directors shall act only in the intervals between meetings of the Board of
Directors and shall be subject to all times to the control and direction of the
Board of Directors. Any such committee may act by a majority of its members. Any
such committee shall keep written minutes of its meetings and report same to the
Board of Directors prior to or at the next regular meeting of the Board of
Directors. Any act or authorization of an act by any such committee within the
authority delegated to it shall be as effective for all purposes as the act or
authorization of the Board of Directors.
ARTICLE III
Officers
Section 1. General Provisions. The officers of the Company shall be a
president, such number of vice-presidents as the Board may from time to time
determine, a secretary, a treasurer and such other officers as the directors may
elect. The Company may also have, at the discretion of the Board of Directors, a
Chairman of the Board or Vice Chairman who shall have the duties prescribed by
the Board of Directors. Except as specifically provided in these Bylaws, the
directors shall determine the duties and term of each of the officers of the
Company and shall be responsible for the designation of the Company's chief
executive officer. Officers need not be shareholders of the Company and may be
paid such compensation as the Board of Directors may determine. Any person may
hold any two or more officers and perform the duties thereof. If one person is
chosen to hold the offices of secretary and treasurer, he shall be known as
secretary-treasurer if one person be elected to both of these offices.
Section 2. Election, Term of Office, and Qualification. The officers of
the Company named in Section 1 of this Article III shall be elected by a
majority of the Board of Directors present and constituting a quorum for an
indeterminate term and shall hold office during the pleasure of the Board of
Directors. The qualifications of all officers shall be such as the Board of
Directors may see fit to impose.
Section 3. Additional Officers, Agents, etc. In addition to the
officers mentioned in Section 1 of this Article III, the Company may have such
other officers, committees, agents, and factors as the Board of Directors may
deem necessary and may appoint, each of whom or each member of which shall hold
office for such period, have such authority, and perform such duties as may be
provided in these Bylaws, or as the Board of Directors may from time to time
determine. The Board of Directors may delegate to any officer or committee the
power to appoint any subordinate officers, committees, agents or factors. In the
absence of any officer of the Company, or for any other reason the Board of
Directors may deem sufficient, the Board of Directors may delegate, for the time
being, the powers and duties, or any of them, of such officer to any other
officer, or to any director.
Section 4. Removal. Any officer of the Company may be removed either
with or without
cause, at any time, by resolution adopted by the Board of Directors at any
meeting of the Board,
the notices (or waivers of notice) of which shall have specified that such
removal action was to be
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considered. Any officer appointed not by the Board of Directors but by an
officer or committee to which the Board shall have delegated the power of
appointment may be removed, with or without cause, by the committee or superior
officer (including successors) who made the appointment, or by any committee or
officer upon whom such power of removal may be conferred by the Board of
Directors.
Section 5. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors, or to the president, or to the
secretary of the Company. Any such resignation shall take effect at the time
specified therein, and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, shall be filled in the
manner prescribed in these Bylaws for regular appointments or elections to such
office.
ARTICLE IV
Duties of the Officers
Section 1. The President. The president shall manage and have general
supervision over the business of the Company and over its several officers,
subject, however, to the control of the Board of Directors. He shall, if
present, preside at all meetings of shareholders and of the Board of Directors.
He shall see that all orders and resolutions of the Board of Directors are
carried into effect, and shall from time to time report to the Board of
Directors all matters within his knowledge which the interests of the
corporation may require to be brought to the notice of the Board. He may sign
with the secretary, the treasurer, or any other proper officer of the company
thereunto authorized by the Board of Directors, certificates for share in the
Company. He may sign, execute and deliver in the name of the Company all deeds,
mortgages, bonds, contracts, or other instruments either when specially
authorized by the Board of Directors or when required or deemed necessary or
advisable by him in the ordinary conduct of the Company's normal business,
except in cases where the signing and execution thereof shall be expressly
delegated by these Bylaws to some other officer or agent of the Company or shall
be required by law or otherwise to be signed or executed by some other officer
or affixed to any instrument requiring the same; and, in general, perform all
duties as from time to time may be assigned to him by the Board of Directors. In
case the president for any reason shall be unable to attend to any of his
duties, such duties may be performed by a vice-president of the Company.
Section 2. Vice-Presidents. The vice-presidents shall perform such
duties as are conferred upon them by these Bylaws or as may from time to time be
assigned to them by the Board of Directors or the president. At the request of
the president (or in his or her absence or disability, the vice-president
designated by the Board) shall perform all the powers of the president. The
authority of vice-presidents to sign in the name of the Company all certificates
for shares and authorized deeds, mortgages, bonds, contracts, notes and other
instruments, shall be coordinate with like authority of the president.
Section 3. The Treasurer. The treasurer shall:
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(a) Have charge and custody of, and be responsible for, all funds,
securities, notes, contracts, deeds, documents, and all other indicia of title
in the Company and valuable effects of the Company; receive and give receipts
for moneys due and payable to the name of the Company in such banks, trust
companies, or other depositories as shall be selected by or pursuant to the
directions of the Board of Directors; cause such funds to be discharged by
checks or drafts on the authorized depositories of the Company, signed as the
Board of Directors may require; and be responsible for the accuracy of the
amounts of, and cause to be preserved proper vouchers for, all moneys to be
disbursed;
(b) Have the right to require from time to time reports or statements
giving such information as he may desire with respect to any and all financial
transactions of the Company from the officers or agents transacting the same;
(c) Keep or cause to be kept at the principal office or such other
office or offices of the Company as the Board of Directors shall from time to
time designate correct records of the business and transactions of the Company
and exhibit such records to any of the directors of the Company upon application
at such office;
(d) Have charge of the audit and statistical departments of the
Company;
(e) Render to the president or the Board of Directors whenever they
shall require him so to do an account of the financial condition of the company
and of all his transactions as treasurer and as soon as practicable after the
close of each fiscal year, make and submit to the Board of Directors a like
report for such fiscal year; and
(f) Exhibit at all reasonable times his cash books and other
records to any of the directors
of the Company upon application.
Section 4. The Secretary. The secretary shall:
(a) Keep the minutes of all meetings of the shareholders and of
the Board of Directors
in one or more books provided for that purpose;
(b) See that all notices are duly given in accordance with the
provisions of these Bylaws
or as required by law;
(c) Be custodian of the corporate records and, if one is provided, of
the seal of the Company, and see that such seal is affixed to all certificates
for shares prior to the issue thereof and to all other documents to which the
seal is required to be affixed and the execution of which on behalf of the
Company under its seal is duly authorized in accordance with the provisions of
these Bylaws;
(d) Have charge, directly or through such transfer agent or transfer
agents and registrar or registrars as the Board of Directors shall appoint, of
the issue, transfer and registration of certificates for shares in the Company
and of the records thereof, such records to be kept in such manner as to show at
any time the number of shares in the Company issued and outstanding, the manner
in which and time when such stock was paid for, the names and addresses of the
holders
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of record thereof, the number of classes of shares held by each, and the time
when each became such holder of record;
(e) Exhibit at all reasonable times to any directors, upon
application, the aforesaid records
of the issue, transfer, and registration of such certificates;
(f) Sign (or see that the treasurer or other proper officer of the
Company thereunto authorized by the Board of Directors shall sign), with the
president or vice-president, certificates for shares in the Company;
(g) See that the books, reports, statements, certificates, and all
other documents and
records required by law are properly kept and filed; and
(h) In general, perform all duties incident to the office of secretary,
he shall perform such duties as are conferred upon him by the officers of the
Company, or the Board of Directors, and in the absence or the inability of the
secretary to act, shall perform all the duties of the secretary and when so
acting shall have all the powers of the secretary.
In the event the Board of Directors shall elect an assistant secretary,
he shall perform such duties as are conferred upon him by the officers of the
Company, or the Board of Directors, and in the absence or inability of the
secretary to act, shall perform all the duties of the secretary and when so
acting shall have all the powers of the secretary.
ARTICLE V
Indemnification of Directors and Officers
Section 1. Indemnification. The Company shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened or
pending action, suit, or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he, his testator, or intestate is or
was a director or officer of the Company, or is or was serving at the request of
the Company as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise, or as a member of any
committee or similar body against all expenses (including attorneys' fees),
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
(including appeals) or the defense or settlement thereof or any claim, issue, or
matter therein, to the fullest extent permitted by the laws of Nevada as they
may exist from time to time.
Section 2. Insurance. The proper officers of the Company without
further authorization by the Board of Directors, may in their discretion
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent for another
corporation, partnership, joint venture, trust or other enterprise, against any
liability.
Section 3. ERISA. To assure indemnification under this provision of all
such persons who are or were "fiduciaries" of an employee benefit plan governed
by the Act of Congress entitled "Employee Retirement Income Security Act of
1974", as amended from time to time, this Article
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shall, for the purposes hereof, be interpreted as follows: an "other enterprise"
shall be deemed to include an employee benefit plan; the Company shall be deemed
to have requested a person to serve an employee benefit plan where the
performance by such person of his duties to the Company also imposes duties on,
or otherwise involves services by, such person to the plan or participants or
beneficiaries of the plan; excise taxes assessed on a person with respect to an
employee benefit plan pursuant to said Act of Congress shall be deemed "fines";
and action taken or omitted by a person with respect to an employee benefit plan
in the performance of such person's duties for a purpose reasonably believed by
such person to be in the interest of the participants and beneficiaries of the
plan shall be deemed to be for a purpose which is not opposed to the best
interests of the Company.
Section 4. Contractual Nature. The foregoing provisions of this Article
shall be deemed to be a contract between the Company and each director and
officer who serves in such capacity at any time while this Article is in effect,
and any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or thereafter brought
based in whole or in part upon any such state of facts.
Section 5. Construction. For the purposes of this Article, references
to "the Company" 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 or officer 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 or as a member of any
committee or similar body shall stand in the same position under the provisions
of this Article with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
Section 6. Non-Exclusive. The Company may indemnify, or agree to
indemnify, any person, and pay any expenses, including attorney's fees in
advance of final disposition of any action, suit or proceeding, if such
indemnification and/or payment is approved by the vote of the shareholders,
disinterested directors, or is in the opinion of independent legal counsel
selected by the Board of Directors for an indemnitee who acted in good faith in
a manner he reasonably believed to be in, or not opposed to, the best interest
of the Company.
ARTICLE VI
Seal
The Board of Directors may provide a corporate seal, which shall be in
the form of a circle and shall bear the full name of the Company, and the words
"Seal" and "Nevada".
ARTICLE VII
Amendment of Bylaws
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These Bylaws may be amended or added to, or repealed and superseded by
new Bylaws, at any annual or special meeting of shareholders in the notice (or
waivers of notice) of which the intention to consider such amendment, addition,
or repeal is stated, by the affirmative vote of the holders of record of shares
entitling them to exercise a majority of the voting power on such proposal, or
at anytime, by the affirmative vote of the Board of Directors.
ARTICLE VIII
Shares and Their Transfer
Section 1. Certificate for Shares. Every owner of one or more shares in
the Company shall be entitled to a certificate, which shall be in such form as
the Board of Directors shall prescribe, certifying the number and class of
paid-up shares in the Company owned by him. The certificates for the respective
classes of such shares shall be numbered in the order in which they shall be
issued and shall be signed in the name of the Company by the president or
vice-president and by the secretary, or any other proper officer of the Company
thereunto authorized by the Board of Directors, or the treasurer, and the seal
of the Company, if any, may be affixed thereto. A record shall be kept of the
name of the person, firm, or corporation owning the shares represented by each
such certificate and the number of shares represented by each such certificate
and the number of shares represented thereby, the date thereof, and in case of
cancellation, the date of cancellation. Every certificate surrendered to the
Company for exchange or transfer shall be cancelled and no new certificate or
certificates until such existing certificates shall have been so cancelled,
except in cases provided for in Section 2 of this Article.
Section 2. Lost, Destroyed and Mutilated Certificates. If any
certificates for shares in this Company become worn, defaced, or mutilated but
are still substantially intact and recognizable, the directors, upon production
and surrender thereof, shall order the same cancelled and shall issue a new
certificate in lieu of same. The holder of any shares in the Company shall
immediately notify the Company if a certificate therefor shall be lost,
destroyed, or mutilated beyond recognition, and the Board of Directors may, in
its discretion, require the owner of the certificate which has been lost,
destroyed, or mutilated beyond recognition, or his legal surety or sureties as
it may direct, not exceeding double the value of the stock, to indemnify the
Company against any claim that may be made against it on account of the alleged
loss, destruction, or mutilation of any such certificate. The Board of Directors
may, however, in its discretion, refuse to issue any such new certificate except
pursuant to legal proceedings, under the laws of the State of Nevada in such
case made and provided.
Section 3. Transfers of Shares. Transfers of shares in the Company
shall be made only on the books of the Company by the registered holder thereof,
his legal guardian, executor, or administrator, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the secretary of
the Company or with a transfer agent appointed by the Board of Directors, and on
surrender of the certificate or certificates for such shares. The person in
whose name shares stand on the books of the Company shall, to the full extent
permitted by law, be deemed the owner thereof for all purposes as regards the
Company.
Section 4. Regulations. The Board of Directors may make such rules
and regulations as it
may deem expedient, not inconsistent with these Bylaws, concerning the issue,
transfer, and
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registration of certificates for shares in the Company. It may appoint one or
more transfer agents or one or more registrars or both, and may require all
certificates for shares to bear the signature of either or both.
ARTICLE IX
Depositories, Contracts and Other Instruments
Section 1. Depositories. The president and any vice-president of the
Company are each authorized to designate depositories for the funds of the
Company deposited in its name and the signatories and conditions with respect
thereto in each case, and from time to time, to change such depositories,
signatories and conditions, with the same force and effect as if each such
depository, the signatories and conditions with respect thereto and changes
therein had been specifically designated or authorized by the Board of Directors
or by the president, or any vice-president of the Company, shall be entitled to
rely upon the certificate of the secretary or any assistant secretary of the
Company setting forth the fact of such designation and of the appointment of the
officers of the Company or of both or of other persons who are to be signatories
with respect to the withdrawal of funds deposited with such depository, or from
time to time the fact of any change in any depository or in the signatories with
respect thereto.
Section 2. Execution of Instruments Generally. Except as provided in
Section 1 of this Article IX, all contracts and other instruments requiring
execution by the Company may be executed and delivered by the president or any
vice-president and authority to sign any such contracts or instruments, which
may be general or confined to specific instances, may be conferred by the Board
of Directors upon any other person or persons. Any person having authority to
sign on behalf of the Company may delegate, from time to time, by instrument in
writing, all or any part of such authority to any person or persons if
authorized so to do by the Board of Directors.
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SPACE LAUNCHES FINANCING, INC.
OPTION TO PURCHASE COMMON STOCK
Dated March 18, 1998
Viking Broadcasting Corporation ("Company") certifies that, for
valuable consideration, receipt of which is hereby acknowledged, the Holder is
entitled to purchase from the Company a number of shares of the Company's Common
Stock set forth in Section 1(h) hereof (the "Shares") at the purchase price set
forth in Section 1(e) hereof.
This Option and the Common Stock issuable upon exercise hereof are
subject to the terms and conditions hereinafter set forth:
1. Definitions. As used in this Option, the following terms
shall mean:
(a) "Common Stock" - the Common Stock, par value $.001 of
the Company.
(b) "Company" - Space Launches Financing, Inc., a Nevada
corporation.
(c) "Effective Date" - March 18, 1998.
(d) "Holder" - Sangate Enterprises, Inc.
(e) "Purchase Price" - $2.00 per share.
(f) "Subscription Form" - The form attached to this
Option as Exhibit "A"
(g) "Option" - This Option and any options delivered in
substitution or exchange therefor as
provided herein.
(h) "Shares" - 2,000,000 shares of Company Common Stock.
(i) "Expiration Date" - December 31, 2004.
2. Exercise.
(a) Time of Exercise. This Option may be exercised in whole or
in part (but not as to a fractional shares) at the office of the Company, at any
time or from time to time, commencing on the Effective Date, provided, however,
that this Option shall expire and be null and void if not exercised in the
manner herein provided, by 5:00 p.m., New York time, on the Expiration Date.
(b) Manner of Exercise. This Option is exercisable at the
Purchase Price, payable in cash or by check, payable to the order of the
Company, subject to adjustment as provided in Section 3 hereof. Upon surrender
of this Option with the annexed Subscription Form duly executed, together with
payment of the Purchase Price for the Shares purchased (and any applicable
transfer taxes) at the Company's principal executive offices, the Holder shall
be entitled to receive a certificate or certificates for the Shares so
purchased. This Option may not be exercised by any U.S. Person, as defined in
Regulation S promulgated under the Securities Act of 1933, as amended.
(c) Delivery of Stock Certificates. As soon as
practicable, but not exceeding 30 days, after
complete or partial exercise of this Option, the Company, at its expense, shall
cause to be issued in the name of the
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Holder (or upon payment by the Holder of any applicable transfer taxes, the
Holder's assigns) a certificate or certificates for the number of fully paid and
non-assessable Shares to which the Holder shall be entitled upon such exercise,
together with such other stock or securities or property or combination thereof
to which the Holder shall be entitled upon such exercise, determined in
accordance with Section 3 hereof.
(d) Record Date of Transfer of Shares. Irrespective of the
date of issuance and delivery of certificates for any stock or securities
issuable upon the exercise of this Option, each person (including a corporation
or partnership) in whose name any such certificate is to be issued shall for all
purposes be deemed to have become the holder of record of the stock or other
securities represented thereby immediately prior to the close of business on the
date on which a duly executed Subscription Form containing notice of exercise of
this Option and payment of the Purchase Price is received by the Company.
3. Adjustment of Purchase Price.
The Purchase Price shall be subject to adjustment as follows:
(a) In case the Company shall (i) pay a dividend in shares of
its capital stock (other than an issuance of shares of capital stock to holders
of Common Stock who have elected to receive a dividend in shares in lieu of
cash), (ii) subdivide its outstanding shares of Common Stock, (iii) reduce,
consolidate or combine its outstanding shares of Common Stock into a smaller
number of shares, or (iv) issue by reclassification of its shares of Common
Stock any shares of the Company, the Purchase Price in effect immediately prior
thereto shall be adjusted to that amount determined by multiplying the Purchase
Price in effect immediately prior to such date by a fraction, of which the
numerator shall be the number of shares of Common Stock outstanding on such date
before giving effect to such division, subdivision, reduction, combination or
consolidation or stock dividend and of which the denominator shall be the number
of shares of Common Stock after giving effect thereto. Such adjustment shall be
made successively whenever any such effective date or record date shall occur.
An adjustment made pursuant to this subsection (a) shall become effective
retroactively, immediately after the record date in the case of a dividend and
shall become effective immediately after the effective date in the case of a
subdivision, reduction, consolidation, combination or reclassification.
(b) In case the Company shall issue rights or warrants to all
or substantially all holders of its Common Stock entitling them (for a period
expiring within 45 days after the record date mentioned below) to subscribe for
or purchase shares of Common Stock (or securities convertible into Common Stock)
at a price per share (the "Offering Price") less than the Purchase Price at the
record date mentioned below, the Purchase Price shall be determined by dividing
the Purchase Price in effect immediately prior to such issuance by a fraction of
which the numerator shall be the number of shares of Common Stock outstanding on
the date of issuance of such rights or warrants plus the number of additional
shares of Common Stock offered for subscription or purchase, and of which the
denominator shall be the number of shares of Common Stock outstanding on the
date of issuance of such rights or warrants plus the number of shares which the
aggregate Offering Price of the total number of shares so offered would purchase
at such fair market value. Such adjustment shall be made whenever such rights or
warrants are issued, and shall become effective retroactively, immediately after
the record date for the determination of shareholders entitled to receive such
rights or warrants.
(c) In case the Company shall distribute to all or
substantially all holders of its Common Stock evidences of its indebtedness,
shares of any class of the Company's stock other than Common Stock or assets
(excluding cash dividends) or rights or warrants to subscribe (excluding those
referred to in subsection (b) above), then in each such case the Purchase Price
shall be determined by dividing the Purchase Price in effect immediately prior
to such issuance by a fraction, of which the numerator shall be the Purchase
Price on the date of such distribution and of which the denominator shall be
such fair market value per share of the Common Stock, less the then fair market
value (as determined by the board of directors of the Company, whose
determination shall be conclusive, and described in a statement, which will have
the applicable resolutions of the board of directors attached thereto, filed
with the Company) of the portion of the assets or evidences of indebtedness or
shares so distributed or of such subscription rights or warrants applicable to
one share of the Common Stock. Such adjustment shall be
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made whenever any such distribution is made and shall become effective
retroactively immediately after the record date for the determination of
stockholders entitled to receive such distribution.
(d) If the Common Stock issuable upon the conversion of the
Option shall be changed into the same or a different number of shares of any
class or classes of stock, whether by capital reorganization, reclassification
or otherwise (other than a subdivision or combination of shares or stock
dividend provided for above, or a reorganization, merger, consolidation or sale
of assets provided for in this Section 3), then, and in each such event, the
Holder of this Option shall have the right thereafter to convert such Option
into the kind and amount of shares of Common Stock and other securities and
property receivable upon such reorganization, reclassification, or other change
by the Holders of the number of shares of Common Stock into which such Option
might have been converted, as reasonably determined by the Company's board of
directors, immediately prior to such reorganization, reclassification, or
change, all subject to further adjustment as provided herein.
(e) If at any time or from time to time there shall be a
capital reorganization of the Common Stock (other than a subdivision,
combination, reclassification or exchange of shares provided for elsewhere in
this Section 3) or a merger or consolidation of the Company with or into another
corporation, or the sale of all or substantially all of the Company's properties
and assets to any other person, then, as a part of such reorganization, merger,
consolidation or sale, provision shall be made as reasonably determined by the
Company's board of directors so that the Holder of the Option shall thereafter
be entitled to receive upon conversion of such Option, the number of shares of
stock or other securities or property of the Company or of the successor
corporation resulting from such merger or consolidation or sale, to which a
holder of Common Stock deliverable upon conversion would have been entitled on
such capital reorganization, merger, consolidation or sale.
(f) The adjustments provided for in this Section 3 are
cumulative and shall apply to successive divisions, subdivisions, reductions,
combinations, consolidations, issues, distributions or other events contemplated
herein resulting in any adjustment under the provisions of this section,
provided that, notwithstanding any other provision of this section, no
adjustment of the Purchase Price shall be required unless such adjustment would
require an increase or decrease of at least 1% in the Purchase Price then in
effect; provided, however, that any adjustments which by reason of this
subsection (h) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment.
(g) Notwithstanding Sections 3(b) and (c) above, no adjustment
shall be made in the Purchase Price if provision is made for the Holder of this
Option to participate in such distribution as if they had converted all of the
principal balance of the Option into shares of common stock at the Purchase
Price in effect immediately prior to such distribution.
(h) Upon each adjustment of the Purchase Price, the Company
shall give prompt written notice thereof addressed to the registered Holders at
the address of such Holders as shown on the records of the Company, which notice
shall state the Purchase Price resulting from such adjustment and the increase
or decrease, if any, in the number of shares issuable upon the conversion of
such Holder's Option, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.
(i) In the event of any question arising with respect to the
adjustments provided for in this Section 3, such question shall be conclusively
determined by an opinion of independent certified public accountants appointed
by the Company (who may be the auditors of the Company) and acceptable to the
Holder of this Option. Such accountants shall have access to all necessary
records of the Company, and such determination shall be binding upon the Company
and the Option Holder.
(j) The Company may in its sole discretion and without any
obligation to do so reduce the Purchase Price then in effect by giving 15 days'
written notice to the Holders. The Company may limit such reduction as to its
temporal duration or may impose other conditions thereto in its sole discretion.
(k) Notwithstanding any language to the contrary contained
herein, the provisions of this Section 3, including all the subsections hereto,
shall not be applicable, triggered, effective or enforceable with respect
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to Common Stock issued by the Company pursuant to any stock option plans, Common
Stock issued pursuant to options or warrants outstanding as of the Effective
Date, and Common Stock issued by the Company to Holder, all of said shares being
hereby expressly excluded from the provisions of this Section 3.
4. Restriction on Transfer.
(a) The Holder, by its acceptance hereof, represents,
warrants, covenants and agrees that (i) the Holder has knowledge of the business
and affairs of the Company, and (ii) this Option and the Shares issuable upon
the exercise of this Option are being acquired for investment and not with a
view to the distribution hereof and that absent an effective registration
statement under the Securities Act of 1933 covering the disposition of this
Option or the Shares issued or issuable upon exercise of this Option, they will
not be sold, transferred, assigned, hypothecated or otherwise disposed of
without first providing the Company with an opinion of counsel (which may be
counsel for the Company) or other evidence, reasonably acceptable to the
Company, to the effect that such sale, transfer, assignment, hypothecation or
other disposal will be exempt from the registration and prospectus delivery
requirements of the Securities Act of 1933 and the registration or qualification
requirements of any applicable state securities laws. The Holder consents to the
making of a notation in the Company's records or giving to any transfer agent of
the Option or the Shares an order to implement such restriction on
transferability.
This Option shall bear the following legend or a legend of
similar import, provided, however, that such legend shall be removed, or not
placed upon the Option if such legend is no longer necessary to assure
compliance with the Securities Act of 1933, as amended:
THESE SECURITIES AND THE SHARES ISSUABLE UPON THEIR EXERCISE
HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BECAUSE THEY ARE BELIEVED
TO BE EXEMPT FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE ACT.
THIS OPTION IS "RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. UPON EXERCISE OF THIS OPTION, AND CERTIFICATION BY THE
HOLDER THAT IT IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S) AND THAT THIS
OPTION IS NOT BEING EXERCISED ON BEHALF OF A U.S. PERSON, AND PROVIDED THAT THE
DELIVERY OF THE SHARES PURCHASED IS MADE OUTSIDE THE UNITED STATES, THE
"RESTRICTED PERIOD" FOR THE SHARES FOR PURPOSES OF REGULATION S SHALL BE DEEMED
TO COMMENCE ON THE EFFECTIVE DATE.
5. Payment of Taxes. All Shares issued upon the exercise of this Option
shall be validly issued, fully paid and non-assessable and the Company shall pay
all taxes and other governmental charges (other than income tax) that may be
imposed in respect of the issue or delivery thereof. The Company shall not be
required, however, to pay any tax or other charge imposed in connection with any
transfer involved in the issue of any certificate for Shares in any name other
than that of the Holder surrendered in connection with the purchase of such
Shares, and in such case the Company shall not be required to issue or deliver
any stock certificate until such tax or other charge has been paid or it has
been established to the Company's satisfaction that no tax or other charge is
due.
6. Reservation of Common Stock. The Company shall at all times reserve
and keep available out of its authorized but unissued shares of Common Stock,
solely for the purpose of issuance upon the exercise of this Option, such number
of shares of Common Stock as shall be issuable upon the exercise hereof. The
Company covenants and agrees that, upon exercise of this Option and payment of
the Purchase Price thereof, all Shares of Common Stock issuable upon such
exercise shall be duly and validly issued, fully paid and non-assessable.
7. Notices to Holder. Nothing contained in this Option shall be
construed as conferring upon the Holder hereof the right to vote or to consent
or to receive notice as a shareholder in respect of any meetings of shareholders
for the election of directors or any other matter or as having any rights
whatsoever as a shareholder of the Company. All notices, requests, consents and
other communications hereunder shall be in writing and shall be
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deemed to have been duly made when delivered or mailed by registered or
certified mail, postage prepaid, return receipt requested:
(a) If to the Holder, to the address of such Holder as
shown on the books of the Company;
or
(b) If to the Company, to the address set forth in
Section 2(b) hereof.
8. Replacement of Option. Upon receipt of evidence reasonably
satisfactory to the Company of the ownership of and the loss, theft, destruction
or mutilation of this Option and (in case of loss, theft or destruction) upon
delivery of an indemnity agreement in an amount reasonably satisfactory to the
Company, or (in the case of mutilation) upon surrender and cancellation of the
mutilated Option, the Company will execute and deliver, in lieu thereof, a new
Option of like tenor.
9. Successors. All the covenants, agreements, representations
and warranties contained in this Option
shall bind the parties hereto and their respective heirs, executors,
administrators, distributees, successors and assigns.
10. Change; Waiver. Neither this Option nor any term hereof may
be changed, waived, discharged
or terminated orally but only by an instrument in writing signed by the party
against which enforcement of the
change, waiver, discharge or termination is sought.
11. Headings. The section headings in this Option are inserted
for purposes of convenience only and
shall have no substantive effect.
12. Law Governing. This Option shall for all purposes be
construed and enforced in accordance with,
and governed by, the internal laws of the State of New York, without giving
effect to principles of conflict of laws.
IN WITNESS WHEREOF, the Company has caused this Option to be signed by
its duly authorized officer and this Option to be dated as of the date first
above written.
SPACE LAUNCHES FINANCING, INC.
By:
Name:
Title:
-5-
5
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EXHIBIT A
SUBSCRIPTION FORM
(To be Executed by the Registered Holder
in order to Exercise the Option)
The undersigned hereby irrevocably elects to exercise the right to
purchase ________ of the Shares covered by this Option according to the
conditions hereof and herewith makes payment of the Purchase Price of such
Shares in full.
The undersigned represents that it is not a U. S. Person as defined in
the Option and is not exercising the
Option on behalf of any U.S. Person.
Signature
Name
Address:
Dated: _________________, 19__.
