U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934 (Amendment No. __)
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
ICEBERG CORPORATION OF AMERICA
---------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
1. Title of each class of securities to which transaction
applies: N/A
2. Aggregate number of securities to which transaction
applies: N/A
3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined): N/A
4. Proposed maximum aggregate value of transaction:
Cash received: $ 0
Value of securities received 0
----------
$ 0
==========
5. Total fee paid: $___
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1. Amount Previously Paid: N/A
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3. Filing Party: N/A
4. Dated Filed: N/A
<PAGE>
Preliminary Copy
ICEBERG CORPORATION OF AMERICA
16 Forest Road, Suite 200
P.O. Box 8251
St. John's, NF A1B 3N4
(709) 739-5731
January 3, 2001
Dear Shareholders:
On behalf of the Board of Directors and management of
Iceberg Corporation of America,(the "Company"), I cordially
invite you to attend the Annual Meeting of Shareholders to be
held on Monday, February 5, 2001, at 11:30 a.m., at 11300 W.
Olympic Boulevard, Suite 800, Los Angeles, California 90064.
The matters to be acted upon at the meeting are fully
described in the attached Notice of Annual Meeting of
Shareholders and Information Statement. In addition, certain of
our directors and executive officers will be present to respond
to any questions that you may have. Accompanying the attached
Information Statement is our most recent Annual Report. This
report describes our financial and operational activities.
If you attend the Annual Meeting, and I hope you will, you
may vote your shares in person.
We look forward to greeting our shareholders at the meeting.
Sincerely,
Paul Benson
Chief Executive Officer, President,
and Chairman of the Board
<PAGE>
ICEBERG CORPORATION OF AMERICA
16 Forest Road, Suite 200
P.O. Box 8251
St. John's, NF A1B 3N4
(709) 739-5731
--------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 5, 2001
--------------
TO THE SHAREHOLDERS OF
ICEBERG CORPORATION OF AMERICA:
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders (the "Annual Meeting") of Iceberg Corporation of
America, a Nevada corporation (the "Company"), will be held at
11300 W. Olympic Boulevard, Suite 800, Los Angeles, California
90064 on Monday, February 5, 2001, at 11:30 a.m., for the
following purposes:
1. To elect directors of the Company to hold office until the
next Annual Meeting or until their respective successors are
duly elected and qualified;
2. To ratify the appointment of Deloitte & Touche LLP as our
independent accountants for the fiscal year ending June 30,
2001;
3. To approve our Stock Option Plan and to consider and act
upon a proposal to increase the number of shares of common
stock authorized for issuance under our Stock Option Plan;
4. To amend our Articles of Incorporation to increase our
authorized share capital to 100,000,000 common shares;
5. To adopt new By-Laws of the Company;
6. To approve a private placement; and
7. To transact such other business as may properly come before
the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on
December 29, 2000 as the record date for the determination of
shareholders entitled to notice of, and to vote at, the Annual
Meeting or any adjournments thereof. The list of shareholders
entitled to vote at the Annual Meeting will be available for
examination by any shareholder at our offices at 16 Forest Road,
Suite 200, St. John's, NF A1B 3N4 for ten (10) days prior to the
Meeting.
Management and the Board of Directors cordially invite you
to attend the Annual Meeting.
By Order of the Board of Directors,
Paul Benson,
Chairman
-----------------
December 18, 2000
ICEBERG CORPORATION OF AMERICA
INFORMATION STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 5, 2001
TABLE OF CONTENTS
Page
----
INFORMATION STATEMENT...........................................
INFORMATION CONCERNING VOTE.....................................
Voting Rights and Outstanding Shares....................
Action Taken by Written Consent of a Majority of
Stockholders...........................................
ELECTION OF THE BOARD OF DIRECTORS..............................
Director Nominees.......................................
Committees of the Board of Directors and Meeting
Attendees..............................................
Executive Officers......................................
EXECUTIVE COMPENSATION AND OTHER INFORMATION....................
Summary Compensation Table..............................
Directors' Compensation.................................
Employment Contracts and Termination of Employment and
Change In Control Arrangements.........................
COMPENSATION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION...................................................
APPOINTMENT OF INDEPENDENT ACCOUNTANTS.........................
APPROVAL AND AMENDMENT OF THE INCENTIVE AND
NON-QUALIFIED STOCK OPTION PLAN...............................
INCREASE OF THE AUTHORIZED SHARE CAPITAL.......................
ADOPTION OF NEW BY-LAWS........................................
PRIVATE PLACEMENT..............................................
OTHER MATTERS ARISING AT THE ANNUAL MEETING....................
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT................................................
INTERESTED PARTY TRANSACTIONS..................................
SHAREHOLDER PROPOSALS..........................................
SECTION 16(a) REPORTING DELINQUENCIES..........................
ANNUAL REPORT ON FORM 10-KSB...................................
WHERE YOU CAN FIND MORE INFORMATION............................
INFORMATION INCORPORATED BY REFERENCE..........................
APPENDICES.....................................................
<PAGE>
ICEBERG CORPORATION OF AMERICA
16 Forest Road, Suite 200
P.O. Box 8251
St. John's, NF A1B 3N4
(709) 739-5731
--------------
INFORMATION STATEMENT
--------------
For Annual Meeting of Shareholders
to be Held on February 5, 2001
--------------
This Information Statement is furnished by the Board of
Directors of Iceberg Corporation of America (the "Company") in
connection with the Annual Meeting of Shareholders to be held on
February 5, 2001, and in connection with the previous approval of
the corporate actions referred to herein by the written consent
of a majority of stockholders (the "Written Consent") of the
Company. Accordingly, all necessary corporate approvals in
connection with the matters referred to herein have been
obtained, and this Information Statement is furnished solely for
the purpose of informing stockholders, in the manner required
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), of these corporate actions before they take
effect.
The record date for determining stockholders entitled to
receive this Information Statement has been established as the
close of business on December 29, 2000 (the "Record Date").
Materials relating to the Annual Meeting will be mailed on or
about January __, 2001 to shareholders of record at the close of
business on the Record Date. Only shareholders on the Record
Date are entitled to notice of and to vote at the Annual Meeting
or any adjournment or postponement thereof. As of the Record
Date, there were outstanding 10,798,940 shares of the Company's
Common Stock. Shareholders are entitled to one vote for each
share of Common Stock held of record on each matter of business
to be considered at the Annual Meeting.
-----------------------------------------------------------------
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY. THIS INFORMATION STATEMENT HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THE
REVERSE SPLIT OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED IN THIS INFORMATION STATEMENT. ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.
-----------------------------------------------------------------
INFORMATION CONCERNING VOTE
Voting Rights and Outstanding Shares
In accordance with Nevada corporate law and the Company's
Articles of Incorporation and By-Laws, whenever stockholders are
required or permitted to take any action, such action may be
taken without a meeting by means of a Written Consent setting
forth the action so taken, signed by the holders of a majority of
all outstanding shares entitled to vote thereon.
On each matter entitled to be submitted to a vote or the
subject of a consent of the stockholders, each stockholder is
entitled to one vote in person or proxy for each share owned of
record. We are not asking you for a proxy and you are not
requested to send us a proxy or consent.
Only shareholders of record at the close of business on
December 29, 2000 are entitled to notice of and to vote at the
Annual Meeting. As of the close of business on December 29,
2000, 6,514,423 shares of our common stock, par value $.0001 per
share, were issued and outstanding. Each share of common stock
entitles the record holder thereof to one (1) vote on all matters
properly brought before the Annual Meeting. In addition, as of
the close of business on December 29, 2000, 4,284,517 shares of
our special common shares par value $.0001 per share were issued
and outstanding. Each share of special common stock entitles the
record holder thereof, through the trustee, to one (1) vote on
all matters properly brought before the Annual Meeting. The
Company's common stock and special common stock have equal voting
rights and are thus referred to collectively herein as the
Company's Common Stock.
Action Taken by Written Consent of a Majority of Stockholders
On December 29, 2000, there were 10,798,940 issued and
outstanding shares of the Company's Common Stock, $0.0001 par
value. On such date, ten stockholders of the Company owning
6,090,684 shares of Common Stock, representing approximately
56.4% of the issued and outstanding shares of Common Stock,
executed the Written Consent approving the resolutions set forth
by the Company's Board of directors. The actions will become
effective on January __, 2001, twenty days after this Information
Statement is first mailed to the stockholders of the Company.
This Information Statement will be mailed to stockholders of
record as of December 29, 2000 (the "Record Date"). Attached to
this Information Statement as Appendix A for your information is
a copy of the Written Consent executed by these ten stockholders
on December __, 2000.
Set forth below is a table of the stockholders who have
executed the Written Consents and, to the best of the Company's
knowledge, the number of shares of Common Stock beneficially
owned by such stockholders as of December 29, 2000.
<TABLE>
<S> <C> <C>
No. of Shares of Percentage
Common Stock of Outstanding
Shareholder Beneficially Owned Common Stock
--------------------------- ------------------ --------------
Paul Benson 480,958 (1) 4.45
Ron Stamp 670,860 (2) 6.21
Maurice Murphy 669,140 6.20
John Kleinert 1,969,226 18.24
Nichel Ltd. 350,000 3.24
Servicefina Inc. 350,000 3.24
Sharon International Limited 300,000 2.78
Sustainable Capital 400,000 3.70
Innovative Management 400,000 3.70
Steve Nash 500,500 4.63
Total 6,090,684 56.40%
-----------------
(1) Does not include options to purchase 250,000 shares of
common stock which have vested and are exercisable.
(2) Does not include 4,194 shares owned by Mr. Ronald
Stamp's wife, Beverly Anne Butters, which Mr. Stamp
disclaims beneficial ownership of.
-----------------
</TABLE>
<PAGE>
ELECTION OF THE BOARD OF DIRECTORS
The Board of Directors has nominated three (3) persons to be
elected as Directors at the Annual Meeting and to hold office
until the next annual meeting or until their successors have been
duly elected and qualified. Shares may not be voted
cumulatively. Each of such nominees has consented to being
nominated and to serve as a director of the Company if elected.
If any nominee should become unavailable for election or unable
to serve, the Board of Directors will designate a substitute
nominee. At the present time, the Board of Directors knows of no
reason why any nominee might be unavailable for election or
unable to serve.
The Board of Directors recommends a vote in favor of all the
director nominees.
Director Nominees
The following table sets forth certain information with
respect to the nominees for directors:
Name Director of the Company Position
Company Since and Offices held
-----------------------------------------------------------------
Paul Benson June 1999 Chief Executive Officer,
President and Chairman of
the Board of Directors
John C. Kleinert June 1999 Director
Lewis Stoyles June 1999 Chief Financial Officer,
Vice President
PAUL BENSON, age 45, President, C.E.O. and Director
Mr. Benson has served in senior management positions with
national and local multi-unit organizations. He founded
Newfoundland's first independent retail gasoline operation and
co-founded a Newfoundland-based advertising and marketing firm.
Mr. Benson is a co-founder of the Company, and a founder of
Newfoundland's first and largest bottled water operation,
Enterprise Atlantic Limited, since amalgamated with the Company.
Mr. Benson founded Enterprise Atlantic Limited in 1991, and was
President of the company until its merger with Iceberg Industries
Corporation in 1998. Mr. Benson is a graduate of Memorial
University in St. John's and has served as an officer in the
Canadian Navy.
LEWIS STOYLES, 51, FCA, CMC, Vice president, C.F.O. and Director
Mr. Stoyles is a member of the Canadian Institute of
Chartered Accountants and a fellow of the Newfoundland Institute
of Chartered Accountants. In addition, Mr. Stoyles is a
certified management consultant. He brings over 30 years
experience in accounting, auditing and financial management to
his position. Mr. Stoyles has worked for 20 years in various
industries including manufacturing and distribution of food
products, trucking and aviation transport operations. Prior to
his position at Iceberg Industries, Mr. Stoyles was managing
partner of the Coopers and Lybrand, St. John's office for 6
years. Mr. Stoyles is responsible for all financial affairs of
the Company.
JOHN KLEINERT, 41, Director
Mr. Kleinert has over 18 years experience in the financial
industry. As a General Partner at Goldman Sachs & Co. in New
York, Mr. Kleinert worked in the municipal bond department
wherein he managed the firm's Risk Portfolio. Since 1995, Mr.
Kleinert has been the Chief Financial Officer of a high
technology firm specializing in thermal management. Mr. Kleinert
received his Bachelor of Science degree in Chemical Engineering
form Princeton University.
Committees of the Board of Directors and Meeting Attendees
The Board of Directors held four (4) meetings during fiscal
year 2000.
The Compensation Committee is authorized to review and make
recommendations to our Board of Directors on all matters
regarding the remuneration of our executive officers, including
the administration of our compensation plans, other than our
Stock Option Plan. The current member of this committee is John
C. Kleinert. The Compensation Committee held one (1) meeting
during fiscal year 2000.
The Audit Committee is responsible for making
recommendations to our Board of Directors as to the selection of
our independent auditor, maintaining communication between our
Board and the independent auditor, reviewing the annual audit
report submitted by the independent auditor, and determining the
nature and extent of issues, if any, presented by such audit
warranting consideration by our Board. The current members of
this committee are Mr. Kleinert and Mr. Stoyles. The Audit
Committee held one (1) meeting during fiscal year 2000.
Executive Officers
In addition to Mr. Benson, we have two additional executive
officers:
RONALD STAMP, 46, Vice President, Marketing and Sales
Mr. Stamp is a co-founder of the Company, and has overall
responsibility for sales and marketing. From 1994 until his
co-founding of the Company in 1996, Mr. Stamp was Managing
Director at Canadian Iceberg Vodka Corporation. He has over 20
years of experience in sales, marketing and public relations in
the food and beverage industry in Canada, the United States and
the Caribbean.
MAURICE MURPHY, 49, P.Eng., Vice President, Operations
Mr. Murphy is a registered professional engineer and
possesses a Third Class Power Certificate of Competency, issued
by the Government of Canada. Mr. Murphy has had over 20 years
experience in the food and beverage industry in Newfoundland in
senior management positions. These positions all involved
responsibility for capital and operational budgets for these
facilities, as well as overall responsibility for maintenance and
engineering departments. Mr. Murphy assumes similar
responsibilities in both plant and harvesting operations at
Iceberg Industries Corporation. Prior to his employment with the
Company, Mr. Murphy was President of M.J. Murphy and Associates,
Ltd., a designer, supplier and installer of general mechanical
and refrigeration systems. Mr. Murphy received his bachelor of
Engineering degree from Memorial University in St. John's,
Newfoundland.
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
<TABLE>
Summary Compensation Table
The following summarizes the aggregate compensation paid
during fiscal year 2000 to our Executive Officers:
<S> <C> <C> <C> <C> <C>
Annual Long Term
Compensation Compensation
-------------------------------------------- ------------
Securities
Name and Other Annual Underlying
Principal Position Year Salary Bonus Compensation Options
------------------ ---- ------ ----- ------------ ----------
Paul Benson, 2000 $51,106 -- - 300,000 (1)
President, Chief 1999 $63,102 -- --
Executive Officer 1998 $69,994 -- --
and Chairman of the
Board
Ron Stamp, 2000 $47,080 -- -- 100,000 (1)
Vice President, 1999 $60,426 -- --
Sales and Marketing 1998 $55,146 -- --
Maurice Murphy, 2000 $29,517 -- -- 100,000 (1)
Vice President, 1999 $45,037 -- --
Operations 1998 $25,263 -- --
Lewis Stoyles, 2000 $45,424 -- -- 100,000 (1)
Vice President, 1999 $51,340 -- --
Finance 1998 $ 9,628 -- --
(1) Such figure is also reflected in the table below of options granted
in the last fiscal year.
</TABLE>
<PAGE>
<TABLE>
Options Granted in Last Fiscal Year
----------------------------------
<S> <C> <C> <C> <C> <C>
Percent of
Number of Total Options
Securities Granted to Exercise Market Price
Name and Underlying Employees in or Base on Date of Expiration
Principal Position Options Granted Fiscal Year Price Grant Date
------------------ ---------------- ------------- -------- -------- ------------
Paul Benson,
President, Chief
Executive Officer and
Chairman of the Board 250,000 29.41% $0.625 $156,250 31/12/99
Ronald Stamp,
Vice President,
Sales and Marketing 100,000 11.76% $0.625 $62,500 31/12/99
Lewis Stoyles,
Vice President, Chief
Financial Officer 100,000 11.76% $0.625 $62,500 31/12/99
Maurice Murphy
Vice President,
Operations 100,000 11.76% $0.625 $62,500 31/12/99
</TABLE>
Directors' Compensation
No compensation is payable to directors of the Company in
connection with attendance at board meetings, except as to such
Directors who also serve as Officers of the Company in capacities
other than Directors. At this time, no other compensation has
been scheduled for any other member of the board of Directors or
Officer of the Company.
Further compensation of Officers will be determined by the
Board of Directors based upon the financial condition and
performance of the company, the financial requirements of the
company, and upon individual performance of each Officer. The
board of directors intends to ensure that salaries paid to the
Company's Officers and employees are reasonable and prudent and
are based upon both the financial condition and performance of
the Company and upon the performance of individual Officers and
employees.
<PAGE>
COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
It is the duty of the Compensation Committee to develop,
administer and review our compensation plans, programs, and
policies; to monitor the performance and compensation of
executive officers; and to make appropriate recommendations and
reports to the Board of Directors relating to executive
compensation.
Our compensation program is intended to motivate, retain and
attract management, thus linking incentives to financial
performance and creating enhanced shareholder value. The
program's fundamental philosophy is to tie the amount of
compensation "at risk" for an executive to his or her
contribution to our success in achieving superior performance
objectives.
We currently anticipate that the compensation program will
consist of two components: (1) a base salary, and (2) the
potential for an annual cash and/or stock option bonus equal to a
percentage of the executive's base salary, depending upon the
satisfaction of certain general performance criteria established
by the Compensation Committee for each position and evaluated at
the end of each fiscal year. The criteria may relate to overall
Company performance, the individual executive's performance, or a
combination of the two, depending upon the particular position at
issue. The second component constitutes the "at risk" portion of
the compensation program.
The Compensation Committee
--------------------------
John C. Kleinert
December 2000
<PAGE>
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
It is proposed that the shareholders ratify the appointment
of Deloitte & Touche ("Deloitte & Touche") as our independent
accountants for fiscal year 2001. Deloite & Touche have served
as our independent accountants since June, 1999.
Representatives of Deloitte & Touche, who audited our fiscal
year 2000 financial statements, are expected to be present at the
Annual Meeting with the opportunity to make a statement, if they
so desire, and they are expected to be available to respond to
appropriate questions. Approval by the shareholders of the
appointment of independent accountants is not required, but the
Board deems it desirable to submit the matter to the shareholders
for ratification. If the majority of shareholders should not
approve the selection of Deloitte & Touche, the selection of
independent accountants will be reconsidered by the Board of
Directors.
The Board of Directors recommends a vote in favor of
ratification of the independent accountants.
APPROVAL AND AMENDMENT OF THE STOCK OPTION PLAN
Our Board of Directors, on November 4, 1999, approved,
subject to shareholder approval, an Incentive and Non-Qualified
Stock Option Plan (the "Stock Option Plan") to make available
930,000 shares of common stock for issuance thereunder.
Subsequent to that date and to keep our options available at
10% of the issued common stock, the Company intends to make
available an additional 400,000 share options.
The purpose of the Stock Option Plan is to encourage and
enable key employees, including our officers and directors,
consultants and advisors to us, and other persons or entities
providing services to us to acquire a proprietary interest in us
through the ownership of our common stock.
The Board of Directors recommends a vote in favor of
approving the stock option plan
INCREASE THE COMPANY'S AUTHORIZED SHARE CAPITAL TO
100,000,000 COMMON SHARES
It is difficult to raise funds on the capital markets with
the financial results of the Company thusfar being below
expectations. As a result, each new financing involves more
shares at reduced prices and/or with share warrants attached. To
allow for continued ongoing funding efforts, the Company plans to
increase its authorized share capital.
Our board of directors has approved a proposal to amend our
Certificate of Incorporation to increase the authorized share
capital of the Company from 25,000,000 common shares and
5,000,000 special common shares to 100,000,000 common shares and
5,000,000 special common shares. The complete text of the
Certificate of Amendment for the increase in authorized
shares is set forth in Appendix B to this Information Statement
and is incorporated herein by reference. The proposed amendment
would amend Article VI of our Certificate of Incorporation and is
attached hereto as Appendix C.
The authorized shares of common stock in excess of
outstanding shares will be available for issuance at such times
and for such general corporate purposes as our board of directors
may deem advisable. Any such issuances may occur without further
action by our stockholders, except as may be required by
applicable law or by the rules of the National Association of
Securities Dealers which regulates the trading of our common
stock. Upon issuance, any such shares will have the same rights
as the outstanding shares of common stock. Holders of our common
stock have no preemptive rights. The issuance of additional
shares of common stock may have a dilutive effect on earnings per
share and on such stockholder's percentage voting power for
persons who do not purchase additional shares to maintain their
pro rata interest.
We have no arrangements, agreements, understandings or plans
at the present time for the issuance or use of the additional
shares of common stock proposed to be authorized except in
connection with the proposed private placement financing and the
possible exercise of outstanding options and the grant of
additional options under the Company's stock option plan. We do
not intend to issue any common stock except on terms which we
deem to be in the best interests of Iceberg Corporation of
America and our stockholders.
We believe that it is in our best interests and that of our
stockholders to increase the number of authorized shares of
common stock in order to have additional authorized but unissued
shares available for issuance to facilitate fundraising efforts
and to meet business needs as they arise.
The Board of Directors recommends a vote in favor of the
increase on the authorized share capital.
ADOPTION OF NEW BY-LAWS
It is proposed that the shareholders approve the adoption of
new by-laws.
The original by-laws of the Company were designed when there
was very little activity being carried on. With current
fundraising efforts, there will be a need to add directors to the
Board. The new by-laws, attached hereto as Appendix C, will
allow for an increase in our Board plus bring the by-laws in line
with current rules and regulations required by U.S. public
companies.
The Board of Directors recommends the adoption of new
by-laws.
PRIVATE PLACEMENT
As part of ongoing efforts to finance operations of the
Company, the Board of Directors has approved a plan to issue
capital stock and/or convertible debentures to a group of
investors who have agreed to invest US$500,000 in exchange for
stock and/or notes, which, if converted, would result in the
investors owning approximately 30% (post-dilution) of the issued
and outstanding common stock of the Company.
This money will be used to maintain operations and to
develop new business plans with related financings for the water,
spirits and beer businesses in the U.S.A. These business plans
and financings should be completed by March 31, 2001.
The Board of Directors recommends a vote in favor of the
private placement.
OTHER MATTERS ARISING AT THE ANNUAL MEETING
The matters referred to in the Notice of Annual Meeting and
described in this Information Statement are, to the knowledge of
the Board of Directors, the only matters that will be presented
for consideration at the Annual Meeting.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding
the ownership of Common Stock as of December 29, 2000, by each
shareholder known to the Company to own beneficially more than
five percent of the outstanding Common Stock, each current
director, and all executive officers and directors as a group,
based on information provided to the Company by such persons.
Except as otherwise stated, each such person has sole investment
and voting power with respect to the shares set forth in the
table:
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership (1) Total (2)
------------------- -------------------- ------------
COMMON
Paul Benson 730,958 (3) 6.8%
President, Chief
Executive Officer and
Chairman of the Board
10 Grant Place
St. John's, NF A1E 4Y6
Ronald Stamp 675,054 (4) 6.3%
Vice President
and Director
156 Portugal Cove Road
St. John's, NF A1B 4H9
Maurice Murphy 669,140 6.2%
Vice President
and Director
Box 50824, SS #3
St. John's, NF A1B 4M2
Lewis Stoyles 194,018 1.8%
Chief Financial Officer
and Director
119 Rennies Mill Road
St. John's, NF A1B 2P2
John C. Kleinert 1,969,226 18.2%
Director
48 South Franklin Turnpike
Ramsey, NJ 07446
All Executive Officers 4,238,396 39.2%
and Directors as a Group
(5 persons)
SPECIAL COMMON
James J. Smyth 4,284,517 39.7%
Trustee
</TABLE>
-----------------
(1) Beneficial ownership has been determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
and unless otherwise indicated, represents shares for which the
beneficial owner has sole voting and investment power. The
percentage of class is calculated in accordance with Rule 13d-3.
(2) Applicable percentage of ownership is based on 6,514,423
shares of our common stock, which were outstanding on December
29, 2000, plus, for each person or group, any securities that
person or group has the right to acquire within sixty (60) days
pursuant to options, warrants and conversion of 4,284,517
Preferred Exchangeable Stock.
(3) Includes options to purchase 250,000 shares of our common
stock and which has vested and is exercisable.
(4) Includes 4,194 shares owned by Mr. Ronald Stamp's wife,
Beverly Anne Butters. Mr. Stamp disclaims beneficial ownership
as to such securities.
-----------------
INTERESTED PARTY TRANSACTIONS
Since our inception, there have not been any material
transactions between us and any of our officers and directors,
except as set forth herein and no additional transactions are
presently contemplated.
SHAREHOLDER PROPOSALS
A shareholder who wishes to present a proposal for action at
our 2001 Annual Meeting of Shareholders must submit such proposal
to us, and such proposal must be received by us, no earlier than
----- and no later than ----------.
SECTION 16(a) REPORTING DELINQUENCIES
Section 16(a) of the Securities Exchange Act of 1934
requires our directors and executive officers and persons who
beneficially own more than ten percent (10%) of a registered
class of our equity securities, to file with the U.S. Securities
and Exchange Commission (the "SEC") and the NASD Market reports
of ownership and changes in ownership of our common stock and
other equity securities. Executive officers, directors, and
greater than ten percent (10%) beneficial owners are required by
SEC regulation to furnish us with copies of all Section 16(a)
reports that they file. Based solely upon a review of the copies
of such reports furnished to us or written representations that
no other reports were required, we believe that, during fiscal
year 2000, all filing requirements applicable to our executive
officers, directors, and greater than ten percent (10%)
beneficial owners were met.
ANNUAL REPORT ON FORM 10-KSB
We are providing the Form 10-KSB as part of our Annual
Report to each person entitled to receive this Information
Statement. We do not undertake to furnish without charge copies
of all exhibits to our Form 10-KSB, but will furnish any exhibit
upon the payment of Twenty Cents ($0.20) per page or a minimum
charge of Five Dollars ($5.00). Such written requests should be
directed to Lewis Stoyles, Chief Financial Officer, Iceberg
Corporation of America, P.O. Box 8251, St. John's, NF A1B 3N4.
Each such request must set forth a good faith representation
that, as of December 29, 2000, the person making the request was
a beneficial owner of securities entitled to vote at the Annual
Meeting. We incorporate herein the Annual Report by reference.
By Order of the Board of Directors,
Paul Benson
Chairman
December, 2000
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read our
SEC filings over the Internet at the Commission's website at
http://www.sec.gov. You may also read and copy documents at the
SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at its regional offices located at 7
World Trade Center, Suite 1300, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Please call the Commission at 1-800-SEC-0330
for further information on the public reference rooms.
Our common stock is listed on the National Association of
Securities Dealers' Over-The-Counter Bulletin Board and reports,
proxy statements and other information concerning us also can be
inspected at the offices of The Nasdaq-Amex Stock Market, Inc. at
1735 K Street, N.W., Washington, D.C. 20006-1500.
INFORMATION INCORPORATED BY REFERENCE
The Commission allows us to provide information about our
business and other important information to you by "incorporating
by reference" certain information into this information
statement. This means that we can disclose important information
to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is deemed to
be part of this document, except for any information superseded
by information in this document.
We are incorporating by reference the following items
contained in our Annual Report on Form 10-K for the fiscal year
ended June 30, 2000:
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations;
Part F/S Financial Statements.
In addition, we are incorporating by reference our Quarterly
Report on Form 10-Q for the period ended September 30, 2000.
You may already have received some of the documents
incorporated by reference, but you can obtain any of them from us
or the SEC or the SEC's Internet World Wide Web site described
above. Documents that may be incorporated by reference after the
date of this information statement are available from us as
described above. You may obtain documents incorporated by
reference in this information statement by requesting them in
writing or by telephone at the following addresses:
Iceberg Corporation of America
P.O. Box 8251
St. John's, NF A1B 3N4
(709) 739-5731
Attention: Lewis Stoyles, Chief Financial Officer
If you would like to request documents from us, please do so
by January __, 2001 to receive them before the amendments become
effective. If you request any incorporated documents from us, we
will mail them to you by first class mail, or other equally
prompt means, within one business day of our receipt of your
request.
<PAGE>
APPENDIX A
WRITTEN CONSENT
<PAGE>
APPENDIX B
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
ICEBERG CORPORATION OF AMERICA
The undersigned, being the Chairman and President of Iceberg
Corporation of America, a Nevada Corporation, hereby certify that
by majority vote of the Board of Directors and majority vote of
the stockholders taken by written consent, it was voted that this
CERTIFICATE AMENDING ARTICLES OF INCORPORATION be filed.
RESOLVED that Article VI is hereby amended to read as
follows:
Article VI is hereby amended to read in full as follows:
"A. The aggregate number of shares which this Corporation
shall have authority to issue is One Hundred Million
(100,000,000) shares of common stock at $.0001 par value per
share and Five Million (5,000,000) shares of special common
stock at $.0001 par value per share shall be authorized.
Upon the amendment of this Article to read as hereinabove
set forth, each outstanding share shall be deemed to be
shares of common stock.
B. The special common stock shall be convertible at the
option of the respective holders of the shares thereof, at
any time, and into fully paid non-assessable common shares
of the corporation at the rate of one common share for each
one- and seven-tenth special common share so surrendered for
conversion.
C. The number of common shares into which the special common
shares may be converted shall be subject to adjustment from
time to time in certain cases as follows:
(i) If the corporation shall combine its
outstanding common shares or smaller number of shares
without subdividing or continuing the special common
shares in like proportion, then in each such case the
number of shares into which the special common shares
may be converted shall be increased in the same
proportion;
(ii) If the corporation shall set a record date
for the purpose of entitling the holders of its common
shares to receive a dividend or other distribution
payable in common shares or securities convertible into
or exchangeable. for common shares, then in each such
case, the maximum number of common shares issuable in
payment of the dividend or distribution or upon
conversion or in exchange for the securities
convertible into or exchangeable. for common shares,
shall be deemed to have been issued and to be
outstanding as the record date, and in each such case,
the number of common shares into which the special
common shares may be converted shall be increased in
proportion to the increase, through the dividend or
distribution, of the number of outstanding common
shares.
D. The corporation shall at all times reserve and keep
available out of its authorized but non-issued common shares
the full number of common shares deliverable upon the
conversion of all of the then outstanding special common
shares, and shall take all action and obtain all permits or
orders that may be necessary to enable the corporation
lawfully to issue common shares upon the conversion of the
special common shares.
E. The holders of the common shares and the special common
shares shall equally have and possess the exclusive right to
notice of shareholders' meetings and the exclusive voting
rights and powers to vote upon the 'election of directors or
upon any other matter.
F. No special common shares of the corporation which have
been converted by the corporation after the original
issuance thereof shall ever again be reissued, and all such
shares so converted shall cease to be a part of the
authorized shares of the corporation. Further, any special
common shares which have not been issued on or before June
30, 1999, shall-cease to be part of the authorized shares of
the corporation."
The number of shares of the corporation outstanding and
entitled to vote on an amendment to the Articles of Incorporation
is 10,798,940; that the said change(s) and amendment have been
consented to and approved by a majority vote of the stockholders
holding at least a majority of each class of stock outstanding
and entitled to vote thereon.
/s/ Paul Benson, President
/s/ Lewis Stoyles, Secretary
<PAGE>
APPENDIX C
BY-LAWS
OF
ICEBERG CORPORATION OF AMERICA
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office for
the transaction of business of the corporation shall be fixed or
may be changed by approval of a majority of the authorized
Directors, and additional offices may be established and
maintained at such other place or places as the Board of
Directors may from time to time designate.
Section 2. OTHER OFFICES. Branch or subordinate offices
nay at any time be established by the Board of Directors at any
place or places where the corporation is qualified to do
business.
ARTICLE II
DIRECTORS - MANAGEMENT
Section 1. RESPONSIBILITY OF BOARD OF DIRECTORS.
Subject to the provisions of applicable law and to any
limitations in the Articles of Incorporation - -,-.of the
corporation relating to action required to be approved by the
shareholders, or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the Board
of Directors. The Board may delegate the 'management of the day-
to-day operation of the business of the
corporation to an executive committee or others, provided that
the business and affairs of
the corporation shall be managed and all 'corporate powers shall
be exercised under the ultimate direction of the Board.
Section 2. STANDARD OF CARE. Each Director shall
perform the duties of a Director, including the duties as a
member of any committee of the Board upon which the Director -may
serve, in good faith, in a manner such Director believes to be in
the best interests of the corporation, and with such care,
including reasonable inquiry as an ordinary prudent person in a
like position would use under similar circumstances.
Section 3. NUMBER AND QUALIFICATION OF DIRECTORS. The
authorized number of Directors shall be not less than one (1) and
not more than fifteen (13) until changed by a duly adopted
amendment to the Articles of Incorporation or by an amendment to
this by-law adopted by the vote or written consent of holders of
a majority of the outstanding shares entitled to vote. The actual
number of directors between one (1) and fifteen (15) shall be
fixed by resolution of the entire Board of Directors duly
adopted.
Section 4. ELECTION AND TERM OF OFFICE OF DIRECTORS.
Directors shall be elected at each annual meeting of the Share
holders to hold office until the next annual meeting. Each
Director, including a Director elected to fill a vacancy, shall
hold office until the expiration of the term for which elected
and until a successor has been elected and qualified.
Section 5. VACANCIES. Vacancies in the Board of
Directors may be filled by a majority of the remaining Directors,
though less than a quorum, or by a sole remaining Director,
except that a vacancy created by the removal of a Director by the
vote or written consent of the Shareholders or by court order may
be filled only by the vote of a majority of the shares entitled
to vote represented at a duly held meeting at which a quorum is
present, or by the written consent of holders of a majority of
the outstanding shares entitled to vote. Each Director so elected
shall hold office until the next annual meeting of the
Shareholders and until a successor has been elected and
qualified.
A vacancy or vacancies in the Board of Directors shall be
deemed to exist in the event of the death,. resignation, or
removal of any Director, or if the Board of Directors by
resolution declares vacant the office of a Director who has been
declared of unsound mind by an order of court or convicted of a
felony or it the authorized number of Directors is.. increased,
or if the Shareholders fail, at any meeting of shareholders at
which any Director or Directors are elected, to elect the. number
of Directors to be voted for at that meeting.
The Shareholders may elect a Director or Directors at any
time to fill any vacancy or vacancies not filled by the
Directors, but any such election by written consent shall require
the consent of a majority of the outstanding shares entitled to
vote.
Any Director may resign effective on giving written notice
to the Chairman of the Board, the President, the Secretary, or
the Board of Directors, unless the notice specifies a later time
for that resignation to become effective. if the resignation -of
a Director is effective at a future time, the Board of Directors
may elect a successor to take office when the resignation becomes
effective.
No reduction of the authorized number of Directors shall
have the affect of removing any Director before that Directors'
term of off ice expires.
Section 6. REMOVAL OF DIRECTORS. Subject to applicable
law, the entire Board of Directors or any individual Director may
be removed from off ice. In such case, the remaining Board
members may elect a successor Director to f ill such vacancy for
the remaining unexpired term of the Director so removed.
Section 7. NOTICE, PLACE AND MANNER OF MEETINGS.
Meetings of the Board of directors may be called by the Chairman
of the Board, or the President, or any Vice President, or the
Secretary, or any two (2) Directors and shall be held at the
principal executive office of the corporation, unless some other
place is designated in the notice of the meeting. Members of the
Board may participate in a meeting through use of a conference
telephone or similar communications equipment so long as all
members participating in such a meeting can hear one another.
Accurate minutes of any meeting of the Board or any committee
thereof, shall be maintained by the secretary or other Officer
designated for that purpose.
Section 8. ORGANIZATIONAL MEETINGS. The organizational
meetings of the Board of Directors shall be held immediately
following the adjournment of the Annual Meetings of the
Shareholders.
Section 9. OTHER REGULAR MEETINGS. Regular meetings of
the Board of Directors shall be held at the corporate offices, or
such other place as may be designated by the Board of Directors,
as follows:
Time of Regular Meeting: 9:00 A.M.
Date of Regular Meeting:
If said day shall fall upon a holiday, such meetings shall
be held on the next succeeding business day. -thereafter. No
notice need be given of such regular meetings.
Section 10. SPECIAL MEETINGS - NOTICES - WAIVERS.
Special meetings of the Board may be called at any time by the
President or, if he or she is absent or unable or refuses to act,
by any Vice President or the Secretary or by any two (2)
Directors, or by one (1) Director if only one is provided.
At least forty-eight (48) hours notice of the time and place
of special meetings shall be delivered personally to the
Directors or personally communicated to them by a corporate
officer by telephone or telegraph. If the notice is sent to a
Director by letter, it shall be addressed to him or her at his or
her address as it is shown upon the records of the corporation,
or it is not so shown on such records or if not readily
ascertainable, at the place in which the meetings of the
Directors are regularly held. In case such notice is mailed, it
shall be deposited in the United States mail, postage prepaid, in
the place in which the principal executive officer of the
corporation is located at least four (4) days prior to the time
of the holding of the meeting. Such mailing, telegraphing,
telephoning or delivery as above provided shall be due, legal and
personal notice to such Director.
When all of the Directors are Present at any directors
meeting, however called or noticed, and either (i) sign a written
consent thereto on the records of such meeting, or, (ii) if a
majority of the Directors is present and if those not present
sign a waiver of notice of such meeting or a consent to holding
the meeting or an approval of the minute thereof, whether prior
to or after the holding of such meeting, which said waiver,
consent or approval shall be filed with the Secretary of the
corporation, or, (iii) if a Director attends a meeting without
notice but without protesting, prior thereto or at its
commencement, the lack of notice, then the transactions thereof
are as valid as if had at a meeting regularly called and noticed.
Section 11. DIRECTORS' ACTION BY UNANIMOUS WRITTEN
CONSENT. Any action required or permitted to be taken by the
Board of Directors may be taken without a meeting and with the
same force and effect as if taken by a unanimous vote of
Directors, if authorized by a writing signed individually or
collectively by all members of the Board. Such consent shall be
filed with the regular minutes of the Board.
Section 12. QUORUM. A majority of the number of
Directors as fixed by the Articles of Incorporation or By-Laws
shall be necessary to constitute a quorum for the transaction, of
business, and the action of a majority of the Directors present
at any meeting at which there 'is a quorum, when duly assembled,
is valid as a corporate act, provided that a minority of the
Directors, in the absence of a quorum, may adjourn from time' to
time, but may not transact any business. A meeting at which a
quorum is initially present may continue to transact business,
notwithstanding the withdrawal of Directors, if any action taken
is approved by a majority of the required quorum for such
meeting.
Section 13. NOTICE OF ADJOURNMENT. Notice of the time
and place of holding an adjourned meeting need not be given to
absent Directors if the time and place be fixed at the meeting
adjourned and held within twenty-four (24) hours,, but if
adjourned more than twenty-four (24) hours, notice shall be given
to all Directors not present at the time of the adjournment.
Section 14. COMPENSATION OF DIRECTORS. Directors, as
such, shall not receive any stated salary for their services, but
by resolution of the Board a fixed sum and expense of attendance,
if any, may be allowed for attendance at each regular and special
meeting of the Board; provided that nothing herein contained
shall be construed to preclude any Director from serving the
corporation in any other capacity and receiving compensation
therefor.
Section 15. COMMITTEES. Committees of the Board may be
appointed by resolution passed by a majority of the whole Board.
Committees shall be composed of two (2) or more members of the
Board and shall have such powers of the Board as may be expressly
delegated to it by resolution of the Board of Directors, except
those powers expressly made non-delegable by applicable law.
Section 16. ADVISORY DIRECTORS. The Board of Directors
from time to time may elect one or more persons to be Advisory
Directors who shall not by such appointment be members of the
Board of Directors. Advisory Directors shall be available from
time to tire to perform special assignments specified by the
President, to attend meetings of the Board of Directors upon
invitation and to furnish consultation to the Board. The period
during which the title shall be held may be prescribed by the
Board of Directors. If no period is prescribed, the title shall
be held at the pleasure of the Board.
Section 17. RESIGNATIONS. Any Director may resign,
effective upon giving written notice to the Chairman of the
Board, the President, the Secretary or the Board of Directors of
the Corporation, unless the notice specifies a later time for the
effectiveness of such resignation. If the resignation is
effective at a future time, a successor ray be elected to take
office when the resignation becomes effective.
ARTICLE III
OFFICERS
Section 1. OFFICE. The Officers of the corporation
shall be a President, a Secretary, and a Chief Financial Officer.
The corporation may also have, at the discretion of the Board of
Directors, a Chairman of the Board, one or more vice Presidents,
one or more Assistant Secretaries, or one more Assistant Trea-
surers, and Such other Officers as may be appointed in accordance
with the provisions of Section 3 of this Article. Any number of
offices may be hold by the same person.
Section 2. ELECTION. The Officers of the corporation,
except such Officers as may be appointed in accordance with the
provisions of Section 3 or Section 5 of this Article, shall be
chosen annually by the Board of Directors, and each shall hold
office until he or she shall resign or shall be removed or
otherwise disqualified to serve or a successor shall be elected
and qualified.
Section 3. SUBORDINATE OFFICERS. The Board of Directors
may appoint such other Officers as the lousiness of the
Corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are
provided by the By-Laws or as the Board of Directors may from
time to time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject
to the rights, if any, of any Officer tinder any contract of
employment,, any officer may be removed, either with or without
cause, by the Board of Directors, at any regular or special
meeting of the Board, or except in case of an Officer chosen by
the Board of Directors by any Officer upon whom such power of
removal may be conferred by the Board of Directors.
Any Officer may resign at any time by giving written notice
to the corporation. Any resignation shall take effect at the date
of the receipt of that notice or at any later time specified in
that notice; and, unless otherwise specified in that notice, the
acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if
any, of the corporation under any contract to which the Officer
is a party.
Section 5. VACANCIES. A vacancy in any office because
of death, resignation, removal, disqualification or any other
cause shall be filed in the manner prescribed in the By-Laws for
regular appointment to that office.
Section 6. CHAIRMAN OF THE BOARD. The chairman of the
Board, if such an officer be elected shall, if present, preside
at meetings of the Board of Directors and exercise and perform
such other powers and duties as may be from time to time assigned
by the Board of Directors or prescribed by the By-Laws. If there
is no President, the Chairman of the Board shall in addition be
the Chief Executive officer of the corporation and shall have the
powers and duties prescribed in Section 7 of this Article.
Section 7. PRESIDENT/CHIEF EXECUTIVE. Subject to such
supervisory powers, if any as may be given by the Board of
Directors to the Chairman of the Board,, if there be such an
Officers the President shall be the Chief Executive Officer of
the corporation and shall subject to the control of the Board of
Directors, have general supervision, direction and control of the
business and Officers of the corporation. He or she shall preside
at all meetings of the Shareholders and in the absence of the
Chairman of the Board, or if there be none, at all meetings of
the Board of Directors. The President shall be ex officio a
member of all the standing committees, including the Executive
Committee, if any, and shall have the general powers and duties
of management usually vested in the office of President of a
corporation, and shall have such other powers and duties as may
be prescribed by the Board of Directors or the By-Laws.
Section 8. VICE-PRESIDENT. In the absence or disability
of the President, the Vice Presidents, if any, in order of their
rank as fixed by the Board of Directors, or if not ranked, the
Vice President designated by the Board of Directors, shall
perform all the duties of the President, and when so acting shall
have all the powers of, and be subject to, all the restrictions
upon, the President. The Vice Presidents shall have such other
powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors or the
By-Laws.
Section 9. SECRETARY. The Secretary shall keep, or
cause to be kept, a book of minutes at the principal office or
such other Place as the Board of Directors may order, of all -
meetings of Directors and Shareholders, with the time and place
of holding, whether regular or special, and if special, how
authorized, the notice thereof given, the names of those present
at Directors' Meetings, the number of shares present or
represented at shareholders, meetings and the proceedings
thereof.
The Secretary shall keep, or cause to be kept, at the
principal office or at the office of the corporation's transfer
agent, a share register, or duplicate share register showing the
names of the Shareholders and their addresses, the number and
classes of shares held by each, the number and date of
certificates issued for the same,, and the number and date of
cancellation of every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of
all the meetings of the Shareholders and of the Board of
Directors required by the By-Laws or by law to be given. He or
she shall keep the seal of the corporation in safe custody, and
shall have such other powers and perform such other duties as nay
be prescribed by the Board of Directors or by the By-Laws.
Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial
officer shall keep and maintain, or cause to be kept and
maintained in accordance with generally accepted accounting
principles, adequate and correct account of the properties and
business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses,
capital, earnings (or surplus) and shares. The books of accounts
shall at all reasonable tines be open to inspection by any
Director.
This Officer shall deposit all moneys and other valuables in
the name and to the credit of the corporation with such deposits
as may be designated by the Board of Directors. He or she shall
disburse the funds of the corporation as may be ordered by the
Board of Directors, shall render to the President and Directors,
whenever they request it, an account of all of his or her
transactions and of the financial condition of the corporation,
and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or the By-Laws.
ARTICLE IV
SHAREHOLDERS MEETINGS
Section 1. PLACE OF MEETINGS. All meetings of the
Shareholders shall be held at the principal executive office of
the corporation unless some other appropriate and convenient
location be designated for that purpose from time to time by the
Board of Directors.
Section 2. ANNUAL MEETINGS. The annual meetings of the
Shareholders shall be held, each year, at the time and on the day
following:
Time of Meeting: 11:00 A.M.
Date of Meeting: November 15
If this day shall be a legal holiday, then the meeting shall
be held an the next succeeding business day, at the same hour. At
the annual meeting, the Shareholders shall elect a Board of
Directors, consider reports of the affairs of the corporation and
transact such other business as may be properly brought before
the meeting.
Section 3. SPECIAL MEETINGS. Special meetings of the
Shareholders may be called at any time by the Board of Directors,
the chairman of the Board, the President, a Vice President, the
secretary, or by one or more Shareholders holding not less than
one-tenth (1/10) of the voting power of the corporation. Except
as next provided, notice shall be given as for the annual meeting
upon receipt of a written request addressed to the Chairman,
President Vice President, or Secretary, mailed or delivered
personally to such officer by any person (other than the Board)
entitled to call a special meeting of Shareholders, such Officer
shall cause notice to be given, to the Shareholders entitled to
vote, that a meeting will be held at a time requested by the
person or persons calling the meeting, not less than thirty-five
(35) nor more than sixty (60) days after the receipt of such
request. If such notice is not given within twenty (20) days
after receipt of such request, the persons calling the meeting
may give notice thereof in the same manner provided by these By-
Laws.
Section 4. NOTICE OF MEETINGS - REPORTS. Notice of
meetings, annual or special, shall be given in writing not less
than ton (10) nor more than sixty (60) days before the date of
the meeting to Shareholders entitled to vote thereat. Such
notice shall be given by the Secretary or the Assistant
Secretary, or if there be no such Officer, or in the case of his
or her neglect or refusal, by any Director or Shareholder.
Such notices or any reports shall be given personally or by
mail and shall be sent to the shareholder's address appearing on
the books of the corporation, or supplied by him or her to the
corporation for the purpose of the notice.
Notice of any meeting of Shareholders shall specify the
place, the day and the hour of meeting, and (1) in case of a
special meeting, the general nature of the business to be
transacted and no other business may be transacted, or (2) in the
case of an annual meeting, those matters which Board at date of
nailing, intends to present for action by the Shareholders. At
any meetings where Directors are to be elected notice shall
include the names of the nominees, if any, intended at date of
notice to be presented by management for election.
If a Shareholder supplies no address, notice shall be deemed
to have been given if mailed to the place where the principal
executive office of the corporation is situated, or published at
least once in some newspaper of general circulation in the County
of said principal office.
Notice shall be deemed given at the time it is delivered
personally or deposited in the mail or sent by other means of
written communication The Officer giving such notice or report
shall prepare and file an affidavit or declaration thereof,
When a meeting is adjourned for forty-five (45) days or
more, notice of the adjourned meeting shall be given as in case
of an original meeting. Save, as aforesaid, it shall not be
necessary to give any notice of adjournment or of the business to
be transacted at an adjourned meeting other than by announcement
at the Meeting at which said adjournment is taken.
Section 5. WAIVER OF NOTICE OR CONSENT BY ABSENT SHARE-
HOLDERS. The transactions of any meeting of shareholders however
called and notice, shall be valid as through )lad at a meeting
duly held after regular call and notice, if a quorum-be present
either in person or by proxy, and if, either before or after the
meeting each of the Shareholders entitled to vote, not present in
person or by proxy, sign a written waiver of notice, or a consent
to the holding of such meeting -or an approval shall be filed
with the corporate records or '*made a part of the minutes of the
meeting. Attendance shall constitute a waiver of notice, unless
objection shall be made as provided in applicable law.
Section 6. SHAREHOLDERS ACTING WITHOUT A MEETING -
DIRECTORS. Any action which may be taken at a meet in of the
shareholders may be taken without a meeting or notice of meeting
if authorized by a writing signed by all of the Shareholders
entitled to vote at a meeting for such purpose, and filed with
the Secretary of the corporation', provided, further, that while
ordinarily Directors can be elected by unanimous written consent,
if the Directors fail to fill a vacancy, then a Director to fill
that vacancy may be elected by the written consent of persons
holding a majority of shares entitled to vote for the election of
Directors.
Section 7. OTHER ACTIONS WITHOUT A MEETING. Unless
otherwise Provided for under applicable law or the Articles of
Incorporation, any action which may be taken at any annual or
spacial meeting of shareholders may be taken without a meeting
and without Prior notice, if a consent in writing, setting forth
the action so taken, signed by-the holders of outstanding shares
having not less than the minimum number of votes that would be
necessary to authorize to take such action at a meeting at which
all shares entitled to vote thereon were present and voted.
Unless the consents of all Shareholders entitled to Vote
have been Solicited in writing,
(1) Notice of any Shareholder approval without a
meeting by less than unanimous written consent shall be
given at least ten (10) days before the consummation of the
action authorized by Such approval, and
(2) Prompt notice shall be given of the taking of any
other corporate action approved by Shareholders without a
meeting be less than unanimous written consent, to each of
those Shareholders entitled to vote who have not consented
in writing.
Any Shareholder giving a written consent, or the
Shareholder's proxyholders, or a transferee of the shares of a
personal representative of the Shareholder or their respective
proxyholders, may revoke the consent by a writing received. by
the corporation prior to the time that written consents of the
number of shares required to authorize the proposed action have
been filed with the Secretary of the corporation, but may not do
so thereafter. such revocation is effective upon its receipt by
the Secretary of the corporation.
Section 8. QUORUM. The holder of a majority of the
shares entitled to vote thereat, present in person, or
represented by proxy, shall constitute a quorum at all meetings
of the shareholders for the transaction of business except as
otherwise provided by law,.by the Articles of Incorporation, or
by these, By-Laws. If, however, such majority shall not be
present or represented at any meeting of the Shareholders, the
shareholders entitled to vote thereat, present in person, or by
proxy, shall have the power to adjourn the meeting from time to
time, until the requisite amount of voting shares shall be
present. At such adjourned meeting at which the requisite amount
of voting shares shall be represented, any business may be
transacted which might have been transacted at a meeting as
originally notified.
If a quorum be initially present, the Shareholders may
continue to transact business until adjournment, notwithstanding
the withdrawal of enough Shareholders to leave less than a
quorum, if any action taken is approved by a majority of the
Shareholders required to initially constitute a quorum.
Section 9. VOTING. Only persons in whose names shares
entitled to vote stand an the stock records of the corporation an
the day of any meeting of Shareholders* unless some other day be
fixed by the Board of Directors f or the determination of
Shareholders of record, and then on such other day, shall be
entitled to vote at such meeting.
Provided the candidate's name has been placed in nomination
prior to the voting and one or more Shareholders has given notice
at the meeting prior to the voting of the Shareholder's intent to
cumulate the Shareholder's votes, every Shareholder entitled to
vote at any election for Directors of any corporation for profit
may cumulate their votes and give one candidate a number of votes
equal to the number of Directors to be elected multiplied by the
number of votes to which his or her shares are entitled to, or
distribute his or her votes on the same principle among as many
candidates as he or she thinks fit.
The candidates receiving the highest number of votes up to
the number of Directors to be elected are elected.
The Board of Directors may fix a time in the future not
exceeding thirty (30) days preceding the date of any meeting of
Shareholders or the date fixed for the payment of any dividend or
distribution or for the allotment of rights, or when any change
or conversion or exchange of shares shall go into effect, as a
record date for the determination of the Shareholders entitled to
notice of and to vote at any such meeting, or entitled to receive
any such dividend or distribution, or any allotment of rights or
to exercise the rights in respect to any such change, conversion
or exchange of shares. In such case only Shareholders of record
on the date so fixed shall be entitled to notice of and to vote
at such meeting, to receive such dividends,. distribution -or
allotment of rights, or to exercise such rights, as the case may
be notwithstanding any transfer of any share on the books of the
corporation after any record date fixed as aforesaid.- The Board
of Directors may close the books of the corporation against
transfers of shares during the whole or any part of such period.
Section 10. PROXIES. Every Shareholder entitled to vote,
or to execute consents, may do so, either in person or by written
proxy, executed in accordance with the provisions of applicable
law filed with the Secretary of the corporation.
Section 11. ORGANIZATION. The President, or in the
absence of the President, any Vice President, shall call the
meeting of the Shareholders to order, and shall act as Chairman
of the meeting. In the absence of the President and all of the
Vice Presidents, shareholders shall appoint a Chairman for such
meeting. The Secretary of the corporation shall act as Secretary
of all meetings of the Shareholders, but in the absence of the
Secretary at any Meeting of the Shareholders, the presiding
Officer may appoint any person to act as Secretary of the
meeting.
Section 12. INSPECTORS OF ELECTION. In advance of any
meeting of Shareholders, the Board of Directors may, if they so
elect, appoint inspectors of election to act at such meeting or
any adjournment thereof. If inspectors of election be not so
appointed, or if any persons so appointed fail to appear or
refuse to act, the chairman of any such meeting may, and on the
request of any Shareholder or his or her proxy shall, make such
appointment at the meeting in which case the number of inspectors
shall be either one (1) or three (3) as determined by a majority,
of the Shareholders represented at the meeting.
ARTICLE V
CERTIFICATES AND TRANSFER OF SHARES
Section 1. CERTIFICATES FOR SHARES. Certificates for
shares shall be of such form and device as the Board of Directors
may designate and shall state the name of the record holder of
the shares represented thereby; its number; date of issuance; the
number of shares for which it is issued; a statement of the
rights, privileges preferences and restriction, if any; a
statement as to the redemption or conversion, if any; a statement
of liens or restrictions upon transfer or voting, if any; if the
shares be assessable or, if assessments are collectible by
personal action, a plain statement of such facts.
All certificates shall be signed in the name of the
corporation by the Chairman of the Board or Vice Chairman of the
Board or the President or Vice President and by the Chief
Financial Officer or an Assistant Treasurer or the Secretary or
any Assistant Secretary, certifying the number of shares and the
class or series of shares owned by the Shareholder.
Any or all of the signatures on the certificate may be
facsimile. In case any Officer, transfer agent, or registrar who
has signed or whose facsimile signature has been placed on a
certificate shall have ceased to be that Officer, transfer agent,
or registrar before that certificate is issued, it may be issued
by the corporation with the same effect as if that person were an
Officer, transfer agent, or registrar at the date of issuance.
Section 2. TRANSFER ON THE BOOKS. Upon surrender to the
Secretary or transfer agent of the corporation of a certificate
for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 3. LOST OR DESTROYED CERTIFICATES. Any person
claiming a certificate of stock to be lost or destroyed shall
make an affidavit or affirmation of that fact and shall, if the
Directors so require, give the corporation a bond of indemnity,
in form and with one or more sureties satisfactory to the Board,
in at least double the value of the stock represented by said
certificate, whereupon a new certificate may be issued in the
same tender and for the same number of shares as the one alleged
to be lost or destroyed.
Section 4. TRANSFER AGENTS AND REGISTRARS. The Board of
Directors may appoint one Or more transfer agents or transfer
clerks, and one or more registrars which shall be an incorporated
bank or trust company, either domestic or Foreign, who shall be
appointed at such times and places as the requirements of the
corporation may necessitate and the Board of Directors may
designate.
Section 5. CLOSING STOCK TRANSFER BOOKS - RECORD DATE.
In order that the corporation may determine the shareholders
entitled to notice of any meeting or to vote or entitled to
receive payment of any dividend or other distribution or
allotment of any rights or entitled to exercise any rights in
respect to any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than sixty (60)
days nor less than ten (10) days prior to the date of such
meeting nor more than sixty (60) days prior to any other action.
If no record date is fixed; the record date for determining
Shareholders entitled to notice of or to vote at a meeting of
Shareholders shall be at the close of business on the business
day next preceding the day on which notice is given or if notice
is waived, at the close of business on the business day next
preceding the day on which the meeting is held, The record date
for determining Shareholders entitled to give consent to
corporate action in writing without a meeting, when no prior
action by the Board is necessary, shall be the day ion which the
first written consent is given.
The record date for determining Shareholders for any other
purpose shall be at the close of business on the day on which the
Board adopts the resolution relating thereto, or the sixtieth
(60th) day prior to the date of such other action, whichever is
later.
ARTICLE VI
RECORDS - REPORTS - INSPECTION
Section 1. RECORDS. The corporation shalt maintain, in
accordance with generally accepted accounting principles,
adequate and correct accounts, books and records of its business
and properties. All of such books, records and accounts shall be
kept at its principal executive office as fixed by the Board of
Directors from time to time.
Section 2. INSPECTION OF BOOKS AND RECORDS. All books
and records shall be open to inspection of the Directors and
Shareholders from time to tine and in the manner provided under
applicable law.
Section 3. CERTIFICATION AND INSPECTION OF BY-LAWS. The
original or a copy of these. By-Laws, as amended or Otherwise
altered to date, certified by the Secretary, shall be kept at the
corporation's principal executive office and shall be open to
inspection by the Shareholders at all reasonable times during
office hours.
Section 4. CHECKS, DRAFTS, ETC. All checks, drafts or
other orders for payment of money, notes or other evidences of
indebtedness, issued in the name of or payable to the
corporation, shall be signed or endorsed by such person or
persons and in such manner as shall be determined from time to
time by the Board of Directors.
Section 5. CONTRACT, ETC. -- HOW EXECUTED. The Board of
Directors, except as in the By-Laws otherwise provided, may
authorize any Officer or officers, agent or agents, to enter into
any contract or execute any instrument. in the name of and an
behalf of the corporation. Such authority may be general or
confined to specific instances. Unless so authorized by the
Board of Directors, no Officer, agent or employee shall have any
power or authority to bind the corporation by any contract or
agreement, or to pledge its credit, or to render it liable or any
purpose or to any amount except as may be provided under
applicable law.
ARTICLE VII
ANNUAL REPORTS
Section 1. REPORTS TO SHAREHOLDERS DUE DATE. The Board
of Directors shall cause an annual report to be sent, to the
Shareholders not later than one hundred twenty (120) days after
the close of the fiscal or calendar year adopted by the
corporation. This report shall be sent at least fifteen (15)
days before the annual meeting of Shareholders to be held during
the next fiscal year and in the manner specified in Section 4 of
the Article IV of these By-Laws for giving notice to shareholders
of the corporation.
The annual report shall contain a balance sheet as of the
end of the fiscal year and an income statement and statement of
changes in financial position for the fiscal year, accompanied by
any report of independent accountants or, if there is no such
report, the certificate of an authorized officer of the
corporation that the statements were prepared without audit from
the books and records of the corporation.
ARTICLE VIII
AMENDMENTS To BY-LAWS
Section 1. AMENDMENT BY SHAREHOLDERS. New By-Laws may
be adopted or these By-Laws may be amended or repealed by the
vote or written consent of holders of a majority of the
outstanding shares entitled to vote; provided, however, that if
the Articles of Incorporation of the corporation set forth the
number of authorized Directors of the corporation, the authorized
number of Directors may be changed only by an amendment of the
Article of Incorporation.
Section 2. POWERS OF DIRECTORS. Subject to the right of
the Shareholders to adopt, amend or repeal By-Laws I as provided
in Section I of this Article VIII, and the limitations, if any,
under law, the Board of Directors may adopt, amend or repeal any
of these By-Laws other than a By-Law or amendment thereof
changing the authorized number of Directors.
Section 3. RECORD of AMENDMENTS. Whenever an amendment
or new By-Lav is adopted, it shall be copied in the book of By-
Laws with the original By-Laws, in the appropriate place. If any
By-Law is repealed, the fact of repeal with the date of the
meeting at which the repeal was enacted or written assent was
filed shall be stated in said book.
ARTICLE IX
CORPORATE SEAL
Section 1. SEAL. The corporate seal shall be circular
in form, and shall have inscribed thereon the name of the
corporation, the date and State of incorporation.
ARTICLE X
MISCELLANEOUS
Section 1. REPRESENTATION OF SHARES IN OTHER
CORPORATIONS. Shares of other corporations standing in the name
of this corporation may be voted or represented and all incidents
thereto :may be exercised on behalf of the corporation by the
Chairman Of the Board, the President or any Vice President and
the Secretary or an Assistant Secretary.
Section 2. SUBSIDIARY CORPORATIONS. Shares of this
corporation owned by a subsidiary, shall not be entitled to vote
on any matter. A subsidiary for these purposes is defined as a
corporation, the shares of which possessing more than 25% of the
total combined voting power of all classes of shares entitled to
vote, are owned directly or indirectly through one (1) or more
subsidiaries.
Section 3. INDEMNITY. Subject to applicable law, the
corporation may indemnify any Director, Officer, agent or
employee as to those liabilities and on those terms and
conditions as appropriate. In any event, the corporation shall
have the right to purchase and maintain insurance on behalf of
any such persons whether or not the corporation would have the
power to indemnify such person against the liability insured
against.
Section 4. ACCOUNTING YEAR. The accounting year of the
Corporation shall be fixed by resolution of the Board of
Directors.
