U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
General Form for Registration of Securities
of Small Business Issuers
Under Section 12(b) or (g) of
the Securities Exchange Act of 1934
HAWKEYE CORPORATION
(Name of Small Business Issuer)
Delaware 58-2489419
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
Suite 310, 1000 Abernathy Road NE, Atlanta, Georgia 30328
(Address of Principal Executive Offices including Zip Code)
(770) 481-7200
(Issuer's Telephone Number)
Securities to be Registered Under Section 12(b) of the Act:
None
Securities to be Registered Under Section 12(g) of the Act:
Common Stock $.0001 Par Value
(Title of Class)
PART I
ITEM 1. BUSINESS.
HAWKEYE CORPORATION (the "Company"), was incorporated
on August 31, 1999, under the laws of the State of Delaware
to engage in any lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions. The
Company has been in the developmental stage since inception
and has no operations to date other than issuing shares to
its original shareholders.
The Company will attempt to locate and negotiate with a
business entity for the combination of that target company
with the Company. The combination will normally take the
form of a merger, stock-for-stock exchange or stock-for-
assets exchange. In most instances the target company will
wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351
or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that the Company will
be successful in locating or negotiating with any target
company.
The Company has been formed to provide a method for a
foreign or domestic private company to become a reporting
("public") company whose securities are qualified for
trading in the United States secondary market.
PERCEIVED BENEFITS
There are certain perceived benefits to being a
reporting company with a class of publicly-traded
securities. These are commonly thought to include the
following:
? the ability to use registered securities to
make acquisitions of assets or businesses;
? increased visibility in the financial
community;
? the facilitation of borrowing from financial
institutions;
? improved trading efficiency;
? shareholder liquidity;
? greater ease in subsequently raising capital;
? compensation of key employees through stock
options for which there may be a market valuation;
? enhanced corporate image;
? a presence in the United States capital
market.
POTENTIAL TARGET COMPANIES
A business entity, if any, which may be interested in a
business combination with the Company may include the
following:
? a company for which a primary purpose of
becoming public is the use of its securities for
the acquisition of assets or businesses;
? a company which is unable to find an
underwriter of its securities or is unable to find
an underwriter of securities on terms acceptable
to it;
? a company which wishes to become public with
less dilution of its common stock than would occur
upon an underwriting;
? a company which believes that it will be able
to obtain investment capital on more favorable
terms after it has become public;
? a foreign company which may wish an initial
entry into the United States securities market;
? a special situation company, such as a company
seeking a public market to satisfy redemption
requirements under a qualified Employee Stock
Option Plan;
? a company seeking one or more of the other
perceived benefits of becoming a public company.
A business combination with a target company will
normally involve the transfer to the target company of the
majority of the issued and outstanding common stock of the
Company, and the substitution by the target company of its
own management and board of directors.
No assurances can be given that the Company will be
able to enter into a business combination, as to the terms
of a business combination, or as to the nature of the
target company.
The Company is voluntarily filing this Registration
Statement with the Securities and Exchange Commission and
is under no obligation to do so under the Securities
Exchange Act of 1934.
RISK FACTORS
The Company's business is subject to numerous risk
factors, including the following:
No Operating History or Revenue and Minimal Assets.
The Company has had no operating history nor any revenues
or earnings from operations. The Company has no
significant assets or financial resources. The Company
will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until the consummation of
a business combination. This may result in the Company
incurring a net operating loss which will increase
continuously until the Company can consummate a business
combination with a target company. There is no assurance
that the Company can identify such a target company and
consummate such a business combination.
Speculative Nature of the Company's Proposed
Operations. The success of the Company's proposed plan of
operation will depend to a great extent on the operations,
financial condition and management of the identified target
company. While management will prefer business
combinations with entities having established operating
histories, there can be no assurance that the Company will
be successful in locating candidates meeting such criteria.
In the event the Company completes a business combination,
of which there can be no assurance, the success of the
Company's operations will be dependent upon management of
the target company and numerous other factors beyond the
Company's control.
Scarcity of and Competition for Business Opportunities
and Combinations. The Company is and will continue to be
an insignificant participant in the business of seeking
mergers with and acquisitions of business entities. A
large number of established and well-financed entities,
including venture capital firms, are active in mergers and
acquisitions of companies which may be merger or
acquisition target candidates for the Company. Nearly all
such entities have significantly greater financial
resources, technical expertise and managerial capabilities
than the Company and, consequently, the Company will be at
a competitive disadvantage in identifying possible business
opportunities and successfully completing a business
combination. Moreover, the Company will also compete with
numerous other small public companies in seeking merger or
acquisition candidates.
Impracticability of Exhaustive Investigation. The
Company's limited funds and the lack of full-time
management will likely make it impracticable to conduct a
complete and exhaustive investigation and analysis of a
target company. The decision to enter into a business
combination, therefore, will likely be made without
detailed feasibility studies, independent analysis, market
surveys or similar information which, if the Company had
more funds available to it, would be desirable. The
Company will be particularly dependent in making decisions
upon information provided by the principals and advisors
associated with the business entity seeking the Company's
participation.
No Agreement for Business Combination or Other
Transaction -- No Standards for Business Combination. The
Company has no current arrangement, agreement or
understanding with respect to engaging in a business
combination with a specific entity. There can be no
assurance that the Company will be successful in
identifying and evaluating suitable business opportunities
or in concluding a business combination. Management has
not identified any particular industry or specific business
within an industry for evaluation by the Company. There is
no assurance that the Company will be able to negotiate a
business combination on terms favorable to the Company. The
Company has not established a specific length of operating
history or a specified level of earnings, assets, net worth
or other criteria which it will require a target company to
have achieved, or without which the Company would not
consider a business combination with such business entity.
Accordingly, the Company may enter into a business
combination with a business entity having no significant
operating history, losses, limited or no potential for
immediate earnings, limited assets, negative net worth or
other negative characteristics.
Continued Management Control, Limited Time
Availability. While seeking a business combination,
management anticipates devoting only a limited amount of
time per month to the business of the Company. The
Company's sole officer has not entered into a written
employment agreement with the Company and he is not
expected to do so in the foreseeable future. The Company
has not obtained key man life insurance on its officer and
director. Notwithstanding the combined limited experience
and time commitment of management, loss of the services of
this individual would adversely affect development of the
Company's business and its likelihood of continuing
operations.
Conflicts of Interest -- General. The Company's
officer and director participates in other business
ventures which may compete directly with the Company.
Additional conflicts of interest and non-arms length
transactions may also arise in the future. Management has
adopted a policy that the Company will not seek a business
combination with any entity in which any member of
management serves as an officer, director or partner, or in
which they or their family members own or hold any
ownership interest. See "ITEM 5. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS -- Conflicts of
Interest."
Reporting Requirements May Delay or Preclude
Acquisition. Section 13 of the Securities Exchange Act of
1934 (the "Exchange Act") requires companies subject
thereto to provide certain information about significant
acquisitions including audited financial statements for the
company acquired covering one or two years, depending on
the relative size of the acquisition. The time and
additional costs that may be incurred by some target
companies to prepare such financial statements may
significantly delay or essentially preclude consummation of
an otherwise desirable acquisition by the Company.
Acquisition prospects that do not have or are unable to
obtain the required audited statements may not be
appropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.
Lack of Market Research or Marketing Organization. The
Company has neither conducted, nor have others made
available to it, market research indicating that demand
exists for the transactions contemplated by the Company.
Even in the event demand exists for a transaction of the
type contemplated by the Company, there is no assurance the
Company will be successful in completing any such business
combination.
Lack of Diversification. The Company's proposed
operations, even if successful, will in all likelihood
result in the Company engaging in a business combination
with only one target company. Consequently, the Company's
activities will be limited to those engaged in by the
business entity which the Company merges with or acquires.
The Company's inability to diversify its activities into a
number of areas may subject the Company to economic
fluctuations within a particular business or industry and
therefore increase the risks associated with the Company's
operations.
Regulation under Investment Company Act. Although the
Company will be subject to regulation under the Exchange
Act, management believes the Company will not be subject to
regulation under the Investment Company Act of 1940,
insofar as the Company will not be engaged in the business
of investing or trading in securities. In the event the
Company engages in business combinations which result in
the Company holding passive investment interests in a
number of entities, the Company could be subject to
regulation under the Investment Company Act of 1940. In
such event, the Company would be required to register as an
investment company and could be expected to incur
significant registration and compliance costs. The Company
has obtained no formal determination from the Securities
and Exchange Commission as to the status of the Company
under the Investment Company Act of 1940 and, consequently,
any violation of such Act could subject the Company to
material adverse consequences.
Probable Change in Control and Management. A business
combination involving the issuance of the Company's common
stock will, in all likelihood, result in shareholders of a
target company obtaining a controlling interest in the
Company. Any such business combination may require
shareholders of the Company to sell or transfer all or a
portion of the Company's common stock held by them. The
resulting change in control of the Company will likely
result in removal of the present officer and director of
the Company and a corresponding reduction in or elimination
of his participation in the future affairs of the Company.
Reduction of Percentage Share Ownership Following
Business Combination. The Company's primary plan of
operation is based upon a business combination with a
business entity which, in all likelihood, will result in
the Company issuing securities to shareholders of such
business entity. The issuance of previously authorized and
unissued common stock of the Company would result in
reduction in percentage of shares owned by the present
shareholders of the Company and would most likely result in
a change in control or management of the Company.
Taxation. Federal and state tax consequences will, in
all likelihood, be major considerations in any business
combination the Company may undertake. Currently, such
transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal
and state tax provisions. The Company intends to structure
any business combination so as to minimize the federal and
state tax consequences to both the Company and the target
company; however, there can be no assurance that such
business combination will meet the statutory requirements
of a tax-free reorganization or that the parties will
obtain the intended tax-free treatment upon a transfer of
stock or assets. A non-qualifying reorganization could
result in the imposition of both federal and state taxes
which may have an adverse effect on both parties to the
transaction.
Possible Reliance upon Unaudited Financial Statements.
The Company will require audited financial statements from
any business entity that it proposes to acquire. No
assurance can be given, however, that audited financials
will be available to the Company prior to a business
combination. In cases where audited financials are
unavailable, the Company will have to rely upon unaudited
information that has not been verified by outside auditors
in making its decision to engage in a transaction with the
business entity. The lack of the type of independent
verification which audited financial statements would
provide increases the risk that the Company, in evaluating
a transaction with such a target company, will not have the
benefit of full and accurate information about the
financial condition and operating history of the target
company. This risk increases the prospect that a business
combination with such a business entity might prove to be
an unfavorable one for the Company.
Computer Systems Redesigned for Year 2000. Many
existing computer programs use only two digits to identify
a year in such program's date field. These programs were
designed and developed without consideration of the impact
of the change in the century for which four digits will be
required to accurately report the date. If not corrected,
many computer applications could fail or create erroneous
results by or following the year 2000 ("Year 2000
Problem"). Many of the computer programs containing such
date language problems have not been corrected by the
companies or governments operating such programs. It is
impossible to predict what computer programs will be
effected, the impact any such computer disruption will have
on other industries or commerce or the severity or duration
of a computer disruption.
The Company does not have operations and does not
maintain computer systems. Before the Company enters into
any business combination, it may inquire as to the status
of any target company's Year 2000 Problem, the steps such
target company has taken or intends to take to correct any
such problem and the probable impact on such target company
of any computer disruption. However, there can be no
assurance that the Company will not enter into a business
combination with a target company that has an uncorrected
Year 2000 Problem or that any planned Year 2000 Problem
corrections will be sufficient. The extent of the Year
2000 Problem of a target company may be impossible to
ascertain and any impact on the Company will likely be
impossible to predict.
ITEM 2. PLAN OF OPERATION
The Company intends to enter into a business
combination with a target company in exchange for the
Company's securities. As of the initial filing date of this
Registration Statement, neither the Company's officer and
director nor any affiliate has engaged in any negotiations
with any representative of any specific entity regarding
the possibility of a business combination with the Company.
Management anticipates seeking out a target company
through solicitation. Such solicitation may include
newspaper or magazine advertisements, mailings and other
distributions to law firms, accounting firms, investment
bankers, financial advisors and similar persons, the use of
one or more World Wide Web sites and similar methods. No
estimate can be made as to the number of persons who will
be contacted or solicited. Management may engage in such
solicitation directly or may employ one or more other
entities to conduct or assist in such solicitation.
Management and its affiliates will pay referral fees to
consultants and others who refer target businesses for
mergers into public companies in which management and its
affiliates have an interest. Payments are made if a
business combination occurs, and may consist of cash or a
portion of the stock in the Company retained by management
and its affiliates, or both.
The Company has entered into an agreement with Coral
Capital Partners, Inc. to supervise the search for target
companies as potential candidates for a business
combination. Coral Capital Partners, Inc. will receive
common stock of the Company in consideration of its
agreement to provide such services, as well as two-thirds
of cash consideration. Coral Capital Partners, Inc. will
pay as its own expenses any costs it incurs in supervising
the search for a target company. Coral Capital Partners,
Inc. is not authorized to enter into any agreement binding
the Company, which can only be done by action of the
Company's officer, director and shareholders, as may be
required. See "ITEM 4: SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT."
The Company has no full time employees. The Company's
president has agreed to allocate a portion of his time to
the activities of the Company, without compensation. The
president anticipates that the business plan of the Company
can be implemented by his devoting no more than 10 hours
per month to the business affairs of the Company and,
consequently, conflicts of interest may arise with respect
to the limited time commitment by such officer.
Management is currently involved with other blank check
companies, and is involved in creating additional blank
check companies similar to this one. A conflict may arise
in the event that another blank check company with which
management is affiliated is formed and actively seeks a
target company. Management anticipates that target
companies will be located for the Company and other blank
check companies in chronological order of the date of
formation of such blank check companies or, in the case of
blank check companies formed on the same date,
alphabetically. However, other blank check companies with
which management is or may be affiliated may differ from
the Company in certain items such as place of
incorporation, number of shares and shareholders, working
capital, types of authorized securities, or other items.
It may be that a target company may be more suitable for or
may prefer a certain blank check company formed after the
Company. In such case, a business combination might be
negotiated on behalf of the more suitable or preferred
blank check company regardless of date of formation. See
"ITEM 5, DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS--Current Blank Check Companies"
The Certificate of Incorporation of the Company
provides that the Company may indemnify officers and/or
directors of the Company for liabilities, which can include
liabilities arising under the securities laws. Therefore,
assets of the Company could be used or attached to satisfy
any liabilities subject to such indemnification.
GENERAL BUSINESS PLAN
The Company's purpose is to seek, investigate and, if
such investigation warrants, acquire an interest in a
business entity which desires to seek the perceived
advantages of a corporation which has a class of securities
registered under the Exchange Act. The Company will not
restrict its search to any specific business, industry, or
geographical location and the Company may participate in a
business venture of virtually any kind or nature.
Management anticipates that it will be able to participate
in only one potential business venture because the Company
has nominal assets and limited financial resources. See
ITEM F/S, "FINANCIAL STATEMENTS." This lack of
diversification should be considered a substantial risk to
the shareholders of the Company because it will not permit
the Company to offset potential losses from one venture
against gains from another.
The Company may seek a business opportunity with
entities which have recently commenced operations, or which
wish to utilize the public marketplace in order to raise
additional capital in order to expand into new products or
markets, to develop a new product or service, or for other
corporate purposes.
The Company anticipates that the selection of a
business opportunity in which to participate will be
complex and extremely risky. Management believes (but has
not conducted any research to confirm) that there are
business entities seeking the perceived benefits of a
publicly registered corporation. Such perceived benefits
may include facilitating or improving the terms on which
additional equity financing may be sought, providing
liquidity for incentive stock options or similar benefits
to key employees, increasing the opportunity to use
securities for acquisitions, providing liquidity for
shareholders and other factors. Business opportunities
may be available in many different industries and at
various stages of development, all of which will make the
task of comparative investigation and analysis of such
business opportunities difficult and complex.
The Company has, and will continue to have, no capital
with which to provide the owners of business entities with
any cash or other assets. However, management believes the
Company will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling
ownership interest in a public company without incurring
the cost and time required to conduct an initial public
offering. Management has not conducted market research and
is not aware of statistical data to support the perceived
benefits of a business combination for the owners of a
target company.
The analysis of new business opportunities will be
undertaken by, or under the supervision of, the officer and
director of the Company, who is not a professional business
analyst. In analyzing prospective business opportunities,
management may consider such matters as the available
technical, financial and managerial resources; working
capital and other financial requirements; history of
operations, if any; prospects for the future; nature of
present and expected competition; the quality and
experience of management services which may be available
and the depth of that management; the potential for further
research, development, or exploration; specific risk
factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the
Company; the potential for growth or expansion; the
potential for profit; the perceived public recognition or
acceptance of products, services, or trades; name
identification; and other relevant factors. This
discussion of the proposed criteria is not meant to be
restrictive of the Company's virtually unlimited discretion
to search for and enter into potential business
opportunities.
The Exchange Act requires that any merger or
acquisition candidate comply with certain reporting
requirements, which include providing audited financial
statements to be included in the reporting filings made
under the Exchange Act. The Company will not acquire or
merge with any company for which audited financial
statements cannot be obtained at or within the required
period of time after closing of the proposed transaction.
The Company may enter into a business combination with
a business entity that desires to establish a public
trading market for its shares. A target company may
attempt to avoid what it deems to be adverse consequences
of undertaking its own public offering by seeking a
business combination with the Company. Such consequences
may include, but are not limited to, time delays of the
registration process, significant expenses to be incurred
in such an offering, loss of voting control to public
shareholders or the inability to obtain an underwriter or
to obtain an underwriter on satisfactory terms.
The Company will not restrict its search for any
specific kind of business entities, but may acquire a
venture which is in its preliminary or development stage,
which is already in operation, or in essentially any stage
of its business life. It is impossible to predict at this
time the status of any business in which the Company may
become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly
traded, or may seek other perceived advantages which the
Company may offer.
Management of the Company, which in all likelihood will
not be experienced in matters relating to the business of a
target company, will rely upon its own efforts in
accomplishing the business purposes of the Company.
Following a business combination the Company may benefit
from the services of others in regard to accounting, legal
services, underwritings and corporate public relations. If
requested by a target company, management may recommend one
or more underwriters, financial advisors, accountants,
public relations firms or other consultants to provide such
services.
A potential target company may have an agreement with a
consultant or advisor providing that services of the
consultant or advisor be continued after any business
combination. Additionally, a target company may be
presented to the Company only on the condition that the
services of a consultant or advisor be continued after a
merger or acquisition. Such preexisting agreements of
target companies for the continuation of the services of
attorneys, accountants, advisors or consultants could be a
factor in the selection of a target company.
ACQUISITION OF OPPORTUNITIES
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. On the
consummation of a transaction, it is likely that the
present management and shareholders of the Company will no
longer be in control of the Company. In addition, it is
likely that the Company's officer and director will, as
part of the terms of the acquisition transaction, resign
and be replaced by one or more new officers and directors.
It is anticipated that any securities issued in any
such reorganization would be issued in reliance upon
exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as
a negotiated element of its transaction, the Company may
agree to register all or a part of such securities
immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs,
it will be undertaken by the surviving entity after the
Company has entered into an agreement for a business
combination or has consummated a business combination and
the Company is no longer considered a blank check company.
The issuance of additional securities and their potential
sale into any trading market which may develop in the
Company's securities may depress the market value of the
Company's securities in the future if such a market
develops, of which there is no assurance.
While the terms of a business transaction to which the
Company may be a party cannot be predicted, it is expected
that the parties to the business transaction will desire to
avoid the creation of a taxable event and thereby structure
the acquisition in a tax-free reorganization under Sections
351 or 368 of the Internal Revenue Code of 1986, as
amended.
With respect to negotiations with a target company,
management expects to focus on the percentage of the
Company which target company shareholders would acquire in
exchange for their shareholdings in the target company.
Depending upon, among other things, the target company's
assets and liabilities, the Company's shareholders will in
all likelihood hold a substantially lesser percentage
ownership interest in the Company following any merger or
acquisition. The percentage of ownership may be subject to
significant reduction in the event the Company acquires a
target company with substantial assets. Any merger or
acquisition effected by the Company can be expected to have
a significant dilutive effect on the percentage of shares
held by the Company's shareholders at such time.
The Company will participate in a business opportunity
only after the negotiation and execution of appropriate
agreements. Although the terms of such agreements cannot
be predicted, generally such agreements will require
certain representations and warranties of the parties
thereto, will specify certain events of default, will
detail the terms of closing and the conditions which must
be satisfied by the parties prior to and after such closing
and will include miscellaneous other terms.
The Company will not enter into a business combination
with any entity which cannot provide audited financial
statements at or within the required period of time after
closing of the proposed transaction. The Company is
subject to all of the reporting requirements included in
the Exchange Act. Included in these requirements is the
duty of the Company to file audited financial statements as
part of or within 60 days following the due date for filing
its Form 8-K which is required to be filed with the
Securities and Exchange Commission within 15 days following
the completion of the business combination. If such
audited financial statements are not available at closing,
or within time parameters necessary to insure the Company's
compliance with the requirements of the Exchange Act, or if
the audited financial statements provided do not conform to
the representations made by the target company, the closing
documents may provide that the proposed transaction will be
voidable at the discretion of the present management of the
Company.
Management has orally agreed that it will advance to
the Company any additional funds which the Company needs
for operating capital and for costs in connection with
searching for or completing an acquisition or merger. Such
advances will be made without expectation of repayment.
There is no minimum or maximum amount management will
advance to the Company. The Company will not borrow any
funds to make any payments to the Company's management, its
affiliates or associates.
The Board of Directors has passed a resolution which
contains a policy that the Company will not seek a business
combination with any entity in which the Company's officer,
director, shareholders or any affiliate or associate serves
as an officer or director or holds any ownership interest.
UNDERTAKINGS AND UNDERSTANDINGS REQUIRED OF TARGET
COMPANIES
As part of a business combination agreement, the
Company intends to obtain certain representations and
warranties from a target company as to its conduct
following the business combination. Such representations
and warranties may include (i) the agreement of the target
company to make all necessary filings and to take all other
steps necessary to remain a reporting company under the
Exchange Act (ii) imposing certain restrictions on the
timing and amount of the issuance of additional free-
trading stock, including stock registered on Form S-8 or
issued pursuant to Regulation S and (iii) giving assurances
of ongoing compliance with the Securities Act, the Exchange
Act, the General Rules and Regulations of the Securities
and Exchange Commission, and other applicable laws, rules
and regulations.
A prospective target company should be aware that the
market price and volume of its securities, when and if
listed for secondary trading, may depend in great measure
upon the willingness and efforts of successor management to
encourage interest in the Company within the United States
financial community. The Company does not have the market
support of an underwriter that would normally follow a
public offering of its securities. Initial market makers
are likely to simply post bid and asked prices and are
unlikely to take positions in the Company's securities for
their own account or customers without active encouragement
and a basis for doing so. In addition, certain market
makers may take short positions in the Company's
securities, which may result in a significant pressure on
their market price. The Company may consider the ability
and commitment of a target company to actively encourage
interest in its securities following a business combination
in deciding whether to enter into a transaction with such
company.
A business combination with the Company separates the
process of becoming a public company from the raising of
investment capital. As a result, a business combination
with Company normally will not be a beneficial transaction
for a target company whose primary reason for becoming a
public company is the immediate infusion of capital. The
Company may require assurances from the target company that
it has or that it has a reasonable belief that it will have
sufficient sources of capital to continue operations
following the business combination. However, it is possible
that a target company may give such assurances in error,
or that the basis for such belief may change as a result of
circumstances beyond the control of the target company.
Prior to completion of a business combination, the
Company will generally require that it be provided with
written materials regarding the target company containing
such items as a description of products, services and
company history; management resumes; financial information;
available projections, with related assumptions upon which
they are based; an explanation of proprietary products and
services; evidence of existing patents, trademarks, or
service marks, or rights thereto; present and proposed
forms of compensation to management; a description of
transactions between such company and its affiliates during
relevant periods; a description of present and required
facilities; an analysis of risks and competitive
conditions; a financial plan of operation and estimated
capital requirements; audited financial statements, or if
they are not available, unaudited financial statements,
together with reasonable assurances that audited financial
statements would be able to be produced within a reasonable
period of time not to exceed 75 days following completion
of a business combination; and other information deemed
relevant.
COMPETITION
The Company will remain an insignificant participant
among the firms which engage in the acquisition of business
opportunities. There are many established venture capital
and financial concerns which have significantly greater
financial and personnel resources and technical expertise
than the Company. In view of the Company's combined
extremely limited financial resources and limited
management availability, the Company will continue to be at
a significant competitive disadvantage compared to the
Company's
competitors.
ITEM 3. DESCRIPTION OF PROPERTY
The Company has no properties and at this time has no
agreements to acquire any properties. The Company
currently uses the offices of management at no cost to the
Company. Management has agreed to continue this
arrangement until the Company completes an acquisition or
merger.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The following table sets forth each person known by the
Company to be the beneficial owner of five percent or more
of the Company's Common Stock, all directors individually
and all directors and officers of the Company as a group.
Except as noted, each person has sole voting and investment
power with respect to the shares shown.
Name and Address Amount of Beneficial Percentage
of Beneficial Owner Ownership of Class
Gilbert H. Davis 2,500,000 96.2%
1000 Abernathy Road NE, Suite 310
Atlanta, Georgia 30328
All Executive Officers
and Directors as a Group
(1 Person) 2,500,000 96.2%
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS.
The Company has one Director and Officer as follows:
Name Age Positions and
Offices Held
Gilbert H. Davis 40 President,
Secretary,
Director
There are no agreements or understandings for the
officer or director to resign at the request of another
person and the above-named officer and director is not
acting on behalf of nor will act at the direction of any
other person.
Set forth below is the name of the director and officer
of the Company, all positions and offices with the Company
held, the period during which he has served as such, and
the business experience during at least the last five
years:
Gilbert H. Davis, Esq., received a Bachelor of Arts
from Yale University in 1981 and his Juris Doctorate from
The New York University School of Law in 1984. From 1984
through 1992, Mr. Davis was an associate of the law firm of
Alston & Bird, Atlanta, Georgia, and a partner in the law
firm of Holland & Knight and a predecessor firm from 1992
through February 1997. Since March 1997, when Mr. Davis
joined in the formation of Sims Moss Kline & Davis LLP, Mr.
Davis has been a partner of that firm specializing in
securities law and related corporate and federal taxation
matters. Mr. Davis is a member of the bar of the State of
Georgia.
PREVIOUS BLANK CHECK COMPANIES
Management has not previously been involved in any
blank check offerings.
CURRENT BLANK CHECK COMPANIES
Management may be in the future an officer, director
and/or beneficial shareholder of other blank check
companies. The initial business purpose of each additional
company would be to engage in a business combination with
an unidentified company or companies and each would be
classified as a blank check company until completion of a
business combination. In most instances that a business
combination is transacted with a blank check company, it
will be required to file a Current Report on Form 8-K
describing the transaction.
CONFLICTS OF INTEREST
The Company's officer and director has organized and
expects to organize other companies of a similar nature and
with a similar purpose as the Company. Consequently, there
are potential inherent conflicts of interest in acting as
an officer and director of the Company. Insofar as the
officer and director is engaged in other business
activities, management anticipates that it will devote only
a minor amount of time to the Company's affairs. The
Company does not have a right of first refusal pertaining
to opportunities that come to management's attention
insofar as such opportunities may relate to the Company's
proposed business operations.
A conflict may arise in the event that another blank
check company with which management is affiliated is formed
and actively seeks a target company. It is anticipated
that target companies will be located for the Company and
other blank check companies in chronological order of the
date of formation of such blank check companies or, in the
case of blank check companies formed on the same date,
alphabetically. However, any blank check companies with
which management is, or may be, affiliated may differ from
the Company in certain items such as place of
incorporation, number of shares and shareholders, working
capital, types of authorized securities, or other items.
It may be that a target company may be more suitable for or
may prefer a certain blank check company formed after the
Company. In such case, a business combination might be
negotiated on behalf of the more suitable or preferred
blank check company regardless of date of formation. Mr.
Davis will be responsible for seeking, evaluating,
negotiating and consummating a business combination with a
target company which may result in terms providing benefits
to Mr. Davis.
Mr. Davis is the principal of Sims Moss Kline & Davis
LLP, a securities law firm with offices in Atlanta, Georgia
and New York, New York. As such, demands may be placed on
the time of Mr. Davis which will detract from the amount of
time he is able to devote to the Company. Mr. Davis
intends to devote as much time to the activities of the
Company as required. However, should such a conflict
arise, there is no assurance that Mr. Davis would not
attend to other matters prior to those of the Company. Mr.
Davis projects that initially up to ten hours per month of
his time may be spent locating a target company which
amount of time would increase when the analysis of, and
negotiations and consummation with, a target company are
conducted.
The terms of business combination may include such
terms as Mr. Davis remaining a director or officer of the
Company and/or the continuing securities or other legal
work of the Company being handled by the law firm of which
Mr. Davis is the principal. The terms of a business
combination may provide for a payment by cash or otherwise
to Coral Capital Partners, Inc. for the purchase or
retirement of all or part of its common stock of the
Company by a target company or for services rendered
incident to or following a business combination. Mr. Davis
would directly benefit from such employment or payment.
Such benefits may influence Mr. Davis's choice of a target
company.
The Company may agree to pay finder's fees, as
appropriate and allowed, to unaffiliated persons who may
bring a target company to the Company where that reference
results in a business combination. No finder's fee of any
kind will be paid by the Company to management or promoters
of the Company or to their associates or affiliates. No
loans of any type have, or will be, made by the Company to
management or promoters of the Company or to any of their
associates or affiliates.
The Company will not enter into a business combination,
or acquire any assets of any kind for its securities, in
which management of the Company or any affiliates or
associates have any interest, direct or indirect.
There are no binding guidelines or procedures for
resolving potential conflicts of interest. Failure by
management to resolve conflicts of interest in favor of the
Company could result in liability of management to the
Company. However, any attempt by shareholders to enforce a
liability of management to the Company would most likely be
prohibitively expensive and time consuming.
INVESTMENT COMPANY ACT OF 1940
Although the Company will be subject to regulation
under the Securities Act of 1933 and the Securities
Exchange Act of 1934, management believes the Company will
not be subject to regulation under the Investment Company
Act of 1940 insofar as the Company will not be engaged in
the business of investing or trading in securities. In the
event the Company engages in business combinations which
result in the Company holding passive investment interests
in a number of entities the Company could be subject to
regulation under the Investment Company Act of 1940. In
such event, the Company would be required to register as an
investment company and could be expected to incur
significant registration and compliance costs. The Company
has obtained no formal determination from the Securities
and Exchange Commission as to the status of the Company
under the Investment Company Act of 1940. Any violation of
such Act would subject the Company to material adverse
consequences.
ITEM 6. EXECUTIVE COMPENSATION.
The Company's officer and director does not receive any
compensation for his services rendered to the Company, has
not received such compensation in the past, and is not
accruing any compensation pursuant to any agreement with
the Company. However, the officer and director of the
Company anticipates receiving benefits as a beneficial
shareholder of the Company and, possibly, in other ways.
See "ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS Conflicts of Interest".
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been
adopted by the Company for the benefit of its employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company has issued a total of 2,600,000 shares of
Common Stock to the following persons for a total of $520
in cash:
Name # of Shares Consideration
Gilbert H. Davis 2,500,000 $500
Erik S. Nelson 100,000 $20
With respect to these sales, the Company relied upon Section 4(2)
of the Securities Act of 1933, as amended (the "Securities
Act").
ITEM 8. DESCRIPTION OF SECURITIES.
The authorized capital stock of the Company consists of
100,000,000 shares of Common Stock, par value $.0001 per
share, and 20,000,000 shares of Preferred Stock, par value
$.0001 per share. The following statements relating to the
capital stock set forth the material terms of the Company's
securities; however, reference is made to the more detailed
provisions of, and such statements are qualified in their
entirety by reference to, the Certificate of Incorporation
and the By-laws, copies of which are filed as exhibits to
this registration statement.
COMMON STOCK
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 do not have
cumulative voting rights. Holders 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 common stock are entitled to share
pro rata all assets remaining after payment in full of all
liabilities. All of the outstanding shares of common stock
are fully paid and non-assessable.
Holders of common stock have no preemptive rights to
purchase the Company's common stock. There are no
conversion or redemption rights or sinking fund provisions
with respect to the common stock.
PREFERRED STOCK
The Board of Directors is authorized to provide for the
issuance of shares of preferred stock in series and, by
filing a certificate pursuant to the applicable law of
Delaware, to establish from time to time the number of
shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares
of each such series and the qualifications, limitations or
restrictions thereof without any further vote or action by
the shareholders. Any shares of preferred stock so issued
would have priority over the common stock with respect to
dividend or liquidation rights. Any future issuance of
preferred stock may have the effect of delaying, deferring
or preventing a change in control of the Company without
further action by the shareholders and may adversely affect
the voting and other rights of the holders of common stock.
At present, the Company has no plans to issue any preferred
stock nor adopt any series, preferences or other
classification of preferred stock.
The issuance of shares of preferred stock, or the
issuance of rights to purchase such shares, could be used
to discourage an unsolicited acquisition proposal. For
instance, the issuance of a series of preferred stock might
impede a business combination by including class voting
rights that would enable the holder to block such a
transaction, or facilitate a business combination by
including voting rights that would provide a required
percentage vote of the stockholders. In addition, under
certain circumstances, the issuance of preferred stock
could adversely affect the voting power of the holders of
the common stock. Although the Board of Directors is
required to make any determination to issue such stock
based on its judgment as to the best interests of the
stockholders of the Company, the Board of Directors could
act in a manner that would discourage an acquisition
attempt or other transaction that some, or a majority, of
the stockholders might believe to be in their best
interests or in which stockholders might receive a premium
for their stock over the then market price of such stock.
The Board of Directors does not at present intend to seek
stockholder approval prior to any issuance of currently
authorized stock, unless otherwise required by law or stock
exchange rules. The Company has no present plans to issue
any preferred stock.
DIVIDENDS
Dividends, if any, will be contingent upon the
Company's revenues and earnings, if any, capital
requirements and financial conditions. The payment of
dividends, if any, will be within the discretion of the
Company's Board of Directors. The Company presently
intends to retain all earnings, if any, for use in its
business operations and accordingly, the Board of Directors
does not anticipate declaring any dividends prior to a
business combination.
TRADING OF SECURITIES IN SECONDARY MARKET
The National Securities Market Improvement Act of 1996
limited the authority of states to impose restrictions upon
sales of securities made pursuant to Sections 4(1) and 4(3)
of the Securities Act of companies which file reports under
Sections 13 or 15(d) of the Exchange Act. Upon
effectiveness of this Registration Statement, the Company
will be required to, and will, file reports under Section
13 of the Exchange Act. As a result, sales of the
Company's common stock in the secondary market by the
holders thereof may then be made pursuant to Section 4(1)
of the Securities Act (sales other than by an issuer,
underwriter or broker).
Following a business combination, a target ocmpany will
normally wish to list the Company's common stock for
trading in one or more United States markets. The target
company may elect to apply for such listing immediately
following the business combination or at some later time.
In order to qualify for listing on the Nasdaq SmallCap
Market, a company must have at least (i) net tangible
assets of $4,000,000 or market capitalization of
$50,000,000 or net income for two of the last three years
of $750,000; (ii) public float of 1,000,000 shares with a
market value of $5,000,000; (iii) a bid price of $4.00;
(iv) three market makers; (v) 300 shareholders and (vi) an
operating history of one year or, if less than one year,
$50,000,000 in market capitalization. For continued
listing on the Nasdaq SmallCap Market, a company must have
at least (i) net tangible assets of $2,000,000 or market
capitalization of $35,000,000 or net income for two of the
last three years of $500,000; (ii) a public float of
500,000 shares with a market value of $1,000,000; (iii) a
bid price of $1.00; (iv) two market makers; and (v) 300
shareholders.
If, after a business combination, the Company does not
meet the qualifications for listing on the Nasdaq SmallCap
Market, the Company's may apply for quotation of its
securities on the NASD OTC Bulletin Board. In certain
cases the Company may elect to have its securities
initially quoted in the "pink sheets" published by the
National Quotation Bureau, Inc.
TRANSFER AGENT
It is anticipated that Interest Transfer Company, Inc.,
Salt Lake City, Utah, will act as transfer agent for the
common stock of the Company.
GLOSSARY
"Blank Check" Company As defined in Section 7(b)(3) of
the Securities Act, a "blank
check" company is a development
stage company that has no
specific business plan or
purpose or has indicated that
its business plan is to engage
in a merger or acquisition with
an unidentified company or
companies and is issuing "penny
stock" securities as defined in
Rule 3a51-1 of the Exchange Act.
Business Combination Normally a merger, stock-for-
stock exchange or stock-for-
assets exchange between the
Registrant and a target company.
The Company or The corporation whose common
stock is the subject of this
Registration
the Registrant Statement.
Exchange Act The Securities Exchange Act of
1934, as amended.
"Penny Stock" Security As defined in Rule 3a51-1 of the
Exchange Act, a "penny stock"
security is any equity security
other than a security (i) that
is a reported security (ii) that
is issued by an investment
company (iii) that is a put or
call issued by the Option
Clearing Corporation (iv) that
has a price of $5.00 or more
(except for purposes of Rule 419
of the Securities Act) (v) that
is registered on a national
securities exchange (vi) that
is authorized for quotation on
the Nasdaq Stock Market, unless
other provisions of Rule 3a51-1
are not satisfied, or (vii) that
is issued by an issuer with (a)
net tangible assets in excess of
$2,000,000, if in continuous
operation for more than three
years or $5,000,000 if in
operation for less than three
years or (b) average revenue of
at least $6,000,000 for the last
three years.
Securities Act The Securities Act of 1933, as
amended.
PART II
ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(A) MARKET PRICE. There is no trading market for the
Company's Common Stock at present and there has been no
trading market to date. There is no assurance that a
trading market will ever develop or, if such a market does
develop, that it will continue.
The Securities and Exchange Commission has adopted Rule
15g-9 which establishes the definition of a "penny stock,"
for purposes relevant to the Company, as any equity
security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per
share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, the rules require:
(i) that a broker or dealer approve a person's account for
transactions in penny stocks and (ii) the broker or dealer
receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a
person's account for transactions in penny stocks, the
broker or dealer must (i) obtain financial information and
investment experience and objectives of the person; and
(ii) make a reasonable determination that the transactions
in penny stocks are suitable for that person and that
person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must
also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (i) sets
forth the basis on which the broker or dealer made the
suitability determination and (ii) that the broker or
dealer received a signed, written agreement from the
investor prior to the transaction. Disclosure also has to
be made about the risks of investing in penny stocks in
both public offerings and in secondary trading, and about
commissions payable to both the broker-dealer and the
registered representative, current quotations for the
securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions.
Finally, monthly statements have to be sent disclosing
recent price information for the penny stock held in the
account and information on the limited market in penny
stocks.
(B) HOLDERS. There is one holder of the Company's
Common Stock. The issued and outstanding shares of the
Company's Common Stock were issued in accordance with the
exemptions from registration afforded by Section 4(2) of
the Securities Act of 1933.
(C) DIVIDENDS. The Company has not paid any dividends
to date, and has no plans to do so in the immediate future.
ITEM 2. LEGAL PROCEEDINGS.
There is no litigation pending or threatened by or
against the Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
The Company has not changed accountants since its
formation and there are no disagreements with the findings
of its accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, the Company has sold
securities which were not registered as follows:
Date Name Number of Shares
Consideration
August 31, 1999 Gilbert H. Davis
2,500,000
$500
September 30, 1999 Erik S. Nelson
100,000
$20
Mr. Davis is the sole director, controlling shareholder
and president of the Company. Mr. Nelson owns Coral
Capital Partners. With respect to both sales, the Company
relied upon Section 4(2) of the Securities Act of 1933, as
amended.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State
of Delaware provides that a certificate of incorporation
may contain a provision eliminating the personal liability
of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director
provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 (relating to
liability for unauthorized acquisitions or redemptions of,
or dividends on, capital stock) of the General Corporation
Law of the State of Delaware, or (iv) for any transaction
from which the director derived an improper personal
benefit. The Company's Certificate of Incorporation
contains such a provision.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO
DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY
PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF
THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH
INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN
THE ACT AND IS THEREFORE UNENFORCEABLE.
PART III
FINANCIAL STATEMENTS
Set forth below are the audited financial statements
for the Company as of September 30, 1999. The following
financial statements are attached to this report and filed
as a part thereof.
HAWKEYE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENT
AS OF SEPTEMBER 30, 1999
HAWKEYE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
INDEPENDENT AUDITORS' REPORT F-1
BALANCE SHEET AS OF SEPTEMBER 30, 1999 F-2
NOTES TO BALANCE SHEET AS OF SEPTEMBER 30, 1999 F-3
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
HAWKEYE CORPORATION
(A Development Stage Company)
We have audited the accompanying balance sheet of HAWKEYE
CORPORATION (a development stage company) as of September
30, 1999. This financial statement is the responsibility
of the Company's management. Our responsibility is to
express an opinion on this financial statement based on our
audit.
We conducted our audit in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of
material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures
in the balance sheet. An audit also includes assessing
the accounting principles used and significant estimates
made by management, as well as evaluating the overall
balance sheet presentation. We believe that our audit of
the balance sheet provides a reasonable basis for our
opinion.
In our opinion, the balance sheet referred to above
presents fairly in all material respects, the financial
position of HAWKEYE CORPORATION (a development stage
company) as of September 30, 1999, in conformity with
generally accepted accounting principles.
Massella, Tomaro & Co., LLP
Jericho, New York
November 5, 1999
HAWKEYE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF SEPTEMBER 30, 1999
ASSETS
Cash $ 520
TOTAL ASSETS $ 520
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES $-
STOCKHOLDER'S EQUITY
Preferred Stock, $.0001 par value, 20 million
shares authorized, zero issued and outstanding -
Common Stock, $.0001 par value, 100 million
shares authorized 2,600,000 issued and
outstanding (see Note 2) 260
Additional Paid-In Capital
2
6
0
Total Stockholder's Equity
5
2
0
TOTAL LIABILITIES AND STOCKHOLDER'S EQUIT $
5
2
0
See accompanying notes to balance sheet.
HAWKEYE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO BALANCE SHEET
AS OF SEPTEMBER 30, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
HAWKEYE CORPORATION (a development stage company) ("the
Company") was incorporated in Delaware on August 31, 1999
to serve as a vehicle to effect a merger, exchange of
capital stock, asset acquisition or other business
combination with a domestic or foreign private business.
At September 30, 1999, the Company had not yet commenced
any formal business operations, and all activity to date
relates to the Company's formation and proposed fund
raising. The Company's fiscal year end is December 31.
The Company's ability to commence operations is
contingent upon its ability to identify a prospective
target business and raise the capital it will require
through the issuance of equity securities, debt securities,
bank borrowings or a combination thereof.
B. Use of Estimates
The preparation of the financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual
results could differ from those estimates.
NOTE 2 - STOCKHOLDER'S EQUITY
A. Preferred Stock
The Company is authorized to issue 20,000,000 shares of
preferred stock at $.0001 par value, with such
designations, voting and other rights and preferences as
may be determined from time to time by the Board of
Directors.
B. Common Stock
The Company is authorized to issue 100,000,000 shares
of common stock at $.0001 par value. As of September 30,
1999, the Company had issued 2,600,000 shares of its common
stock to its founders for aggregate consideration of $520.
NOTE 3 - RELATED PARTIES
A. Legal Counsel.
Legal counsel to the Company is a firm of which the
sole director and controlling shareholder of the Company is
a partner.
B. Consulting Service Agreement.
Pursuant to a Consulting Service Agreement between the
Company and Coral Capital Partners ("Coral"), the Company
and its president agreed to pay Coral for Coral acting as
the sole and executive agent for the purpose of providing
financial advisory services to the Company regarding the
development and implementation of the Company's business
plan, and the seeking of a merger or acquisition partner as
follows: (i) 66.7% of cash received by the Company or paid
to its president; and (ii) 66.7% of the common stock
retained by the Company's president immediately subsequent
to a merger.
Coral's president and sole shareholder is also a
minority shareholder of the Company.
PART III
ITEM 1. INDEX TO EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
(2) Articles of Incorporation
and By-laws:
2.1 Certificate of
Incorporation
2.2 By-Laws
(6) Material Contracts
6.1 Engagement Letter for Coral
Capital Partners, Inc.
(10)(a) Consents - Experts
10.1 Consent of Accountants
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.
Date: November 10, 1999 HAWKEYE CORPORATION
By: /s/ Gilbert H. Davis
Gilbert H. Davis, Director
and President
Exhibit 2.1
CERTIFICATE OF INCORPORATION
OF
HAWKEYE CORPORATION
ARTICLE ONE
Name
The name of the Corporation is HAWKEYE CORPORATION.
ARTICLE TWO
Duration
The Corporation shall have perpetual existence.
ARTICLE THREE
Purpose
The purpose for which this Corporation is organized is
to engage in any lawful act or activity for which
corporations may be organized under the General Corporation
Law of Delaware.
ARTICLE FOUR
Shares
The total number of shares of stock which the
Corporation shall have authority to issue is 120,000,000
shares, consisting of 100,000,000 shares of Common Stock
having a par value of $.0001 per share and 20,000,000
shares of Preferred Stock having a par value of $.0001 per
share.
The Board of Directors is authorized to provide for the
issuance of the shares of Preferred Stock in series and, by
filing a certificate pursuant to the applicable law of the
State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to
fix the designation, powers, preferences and rights of the
shares of each such series and the qualifications,
limitations or restrictions thereof.
The authority of the Board of Directors with respect to
each series of Preferred Stock shall include, but not be
limited to, determination of the following:
A. The number of shares constituting that series and
the distinctive designation of that series;
B. The dividend rate on the shares of that series,
whether dividends shall be cumulative, and, if so, from
which date or dates, and the relative rights of priority,
if any, of payment of dividends on share of that series;
C. Whether that series shall have voting rights, in
addition to the voting rights provided by law, and, if so,
the terms of such voting rights;
D. Whether that series shall have conversion
privileges, and, if so, the terms and conditions of such
conversion, including provision for adjustment of the
conversion rate in such events as the Board of Directors
shall determine;
E. Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which
they shall be redeemable, and the amount per share payable
in case of redemption, which amount may vary under
different conditions and at different redemption dates;
F. Whether that series shall have a sinking fund for
the redemption or purchase of shares of that series, and,
if so, the terms and amount of such sinking fund;
G. The rights of the shares of that series in the
event of voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, and the relative rights
of priority, if any, of payment of shares of that series;
and
H. Any other relative rights, preferences and
limitations of that series.
ARTICLE FIVE
Commencement of Business
The Corporation is authorized to commence business as
soon as its certificate of incorporation has been filed.
ARTICLE SIX
Principal Office and Registered Agent
The post office address of the initial registered
office of the Corporation and the name of its initial
registered agent and its business address is
Incorporating Services,
Ltd.
15 East North Street
P. O. Box 899
Dover, Delaware 19901
The initial registered agent is a resident of the State
of Delaware.
ARTICLE SEVEN
Incorporator
Gilbert H. Davis, Suite 310, 1000 Abernathy Road NE,
Atlanta, Georgia 30328.
ARTICLE EIGHT
Pre-Emptive Rights
No Shareholder or other person shall have any pre-
emptive rights whatsoever.
ARTICLE NINE
By-Laws
The initial by-laws shall be adopted by the
Shareholders or the Board of Directors. The power to
alter, amend, or repeal the by-laws or adopt new by-laws is
vested in the Board of Directors, subject to repeal or
change by action of the Shareholders.
ARTICLE TEN
Number of Votes
Each share of Common Stock has one vote on each matter
on which the share is entitled to vote.
ARTICLE ELEVEN
Majority Votes
A majority vote of a quorum of Shareholders (consisting
of the holders of a majority of the shares entitled to
vote, represented in person or by proxy) is sufficient for
any action which requires the vote or concurrence of
Shareholders, unless otherwise required or permitted by law
or the by-laws of the Corporation.
ARTICLE TWELVE
Non-Cumulative Voting
Directors shall be elected by majority vote.
Cumulative voting shall not be permitted.
ARTICLE THIRTEEN
Interested Directors, Officers and Securityholders
A. Validity. If Paragraph (B) is satisfied, no
contract or other transaction between the Corporation and
any of its directors, officers or securityholders, or any
corporation or firm in which any of them are directly or
indirectly interested, shall be invalid solely because of
this relationship or because of the presence of the
director, officer or securityholder at the meeting of the
Board of Directors or committee authorizing the contract or
transaction, or his participation or vote in the meeting or
authorization.
B. Disclosure, Approval, Fairness. Paragraph (A)
shall apply only if:
(1) The material facts of the relationship or interest
of each such director, officer or securityholder are known
or disclosed:
(a) to the Board of Directors or the committee and it
nevertheless authorizes or ratifies the contract or
transaction by a majority of the directors present, each
such interested director to be counted in determining
whether a quorum is present but not in calculating the
majority necessary to carry the vote; or
(b) to the Shareholders and they nevertheless
authorize or ratify the contract or transaction by a
majority of the shares present, each such interested person
to be counted for quorum and voting purposes; or
(2) the contract or transaction is fair to the
Corporation as of the time it is authorized or ratified by
the Board of Directors, the committee or the Shareholders.
ARTICLE FOURTEEN
Indemnification and Insurance
A. Persons. The Corporation shall indemnify, to the
extent provided in Paragraphs (B), (D) or (F) and to the
extent permitted from time to time by law:
(1) any person who is or was director, officer, agent
or employee of the Corporation, and
(2) any person who serves or served at the
Corporation's request as a director, officer, agent,
employee, partner or trustee of another corporation or of a
partnership, joint venture, trust or other enterprise.
B. Extent--Derivative Suits. In case of a suit by or
in the right of the Corporation against a person named in
Paragraph (A) by reason of his holding a position named in
Paragraph (A), the Corporation shall indemnify him, if he
satisfies the standard in Paragraph (C), for expenses
(including attorney's fees but excluding amounts paid in
settlement) actually and reasonably incurred by him in
connection with the defense or settlement of the suit.
C. Standard--Derivative Suits. In case of a suit by
or in the right of the Corporation, a person named in
Paragraph (A) shall be indemnified only if:
(1) he is successful on the merits or otherwise, or
(2) he acted in good faith in the transaction which is
the subject of the suit, and in a manner he reasonably
believed to be in, or not opposed to, the best interests of
the Corporation. However, he shall not be indemnified in
respect of any claim, issue or matter as to which he has
been adjudged liable for negligence or misconduct in the
performance of his duty to the Corporation unless (and only
to the extent that) the court in which the suit was brought
shall determine, upon application, that despite the
adjudication but in view of all the circumstances, he is
fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper.
D. Extent--Nonderivative Suits. In case of a suit,
action or proceeding (whether civil, criminal,
administrative or investigative), other than a suit by or
in the right of the Corporation against a person named in
Paragraph (A) by reason of his holding a position named in
Paragraph (A), the Corporation shall indemnify him, if he
satisfies the standard in Paragraph (E), for amounts
actually and reasonably incurred by him in connection with
the defense or settlement of the suit as
(1) expenses (including attorneys' fees),
(2) amounts paid in settlement
(3) judgments, and
(4) fines.
E. Standard--Nonderivative Suits. In case of a
nonderivative suit, a person named in Paragraph (A) shall
be indemnified only if:
(1) he is successful on the merits or otherwise, or
(2) he acted in good faith in the transaction which is
the subject of the nonderivative suit, and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Corporation and , with respect to any
criminal action or proceeding, he had no reason to believe
his conduct was unlawful. The termination of a
nonderivative suit by judgement, order, settlement,
conviction, or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that
the person failed to satisfy this Paragraph (E) (2).
F. Determination That Standard Has Been Met. A
determination that the standard of Paragraph (C) or (E) has
been satisfied may be made by a court of law or equity or
the determination may be made by:
(1) a majority of the directors of the Corporation
(whether or not a quorum) who were not parties to the
action, suit or proceeding, or
(2) independent legal counsel (appointed by a majority
of the directors of the Corporation, whether or not a
quorum, or elected by the Shareholders of the Corporation)
in a written opinion, or
(3) the Shareholders of the Corporation.
G. Proration. Anyone making a determination under
Paragraph (F) may determine that a person has met the
standard as to some matters but not as to others, and may
reasonably prorate amounts to be indemnified.
H. Advance Payment. The Corporation may pay in
advance any expenses (including attorney's fees) which may
become subject to indemnification under paragraphs (A) -
(G) if:
(1) the Board of Directors authorizes the specific
payment and
(2) the person receiving the payment undertakes in
writing to repay unless it is ultimately determined that he
is entitled to indemnification by the Corporation under
Paragraphs (A) - (G).
I. Nonexclusive. The indemnification provided by
Paragraphs (A) - (G) shall not be exclusive of any other
rights to which a person may be entitled by law or by by-
law, agreement, vote of Shareholders or disinterested
directors, or otherwise.
J. Continuation. The indemnification and advance
payment provided by Paragraphs (A) - (H) shall continue as
to a person who has ceased to hold a position named in
paragraph (A) and shall inure to his heirs, executors and
administrators.
K. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who holds or who
has held any position named in Paragraph (A) against any
liability incurred by him in any such positions or arising
out of this status as such, whether or not the Corporation
would have power to indemnify him against such liability
under Paragraphs (A) - (H).
L. Reports. Indemnification payments, advance
payments, and insurance purchases and payments made under
Paragraphs (A) - (K) shall be reported in writing to the
Shareholders of the Corporation with the next notice of
annual meeting, or within six months, whichever is sooner.
M. Amendment of Article. Any changes in the General
Corporation Law of Delaware increasing, decreasing,
amending, changing or otherwise effecting the
indemnification of directors, officers, agents, or
employees of the Corporation shall be incorporated by
reference in this Article as of the date of such changes
without further action by the Corporation, its Board of
Directors, of Shareholders, it being the intention of this
Article that directors, officers, agents and employees of
the Corporation shall be indemnified to the maximum degree
allowed by the General Corporation Law of the State of
Delaware at all times.
ARTICLE FIFTEEN
Limitation On Director Liability
A. Scope of Limitation. No person, by virtue of being
or having been a director of the Corporation, shall have
any personal liability for monetary damages to the
Corporation or any of its Shareholders for any breach of
fiduciary duty except as to the extent provided in
Paragraph (B).
B. Extent of Limitation. The limitation provided for
in this Article shall not eliminate or limit the liability
of a director to the Corporation or its Shareholders (i)
for any breach of the director's duty of loyalty to the
Corporation or its Shareholders (ii) for any acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law (iii) for any
unlawful payment of dividends or unlawful stock purchases
or redemptions in violation of Section 174 of the General
Corporation Law of Delaware or (iv) for any transaction for
which the director derived an improper personal benefit.
IN WITNESS WHEREOF, the incorporator hereunto has
executed this certificate of incorporation on this 31st day
of August, 1999.
/s/ Gilbert H. Davis
Gilbert H. Davis, Incorporator
Exhibit 2.2
HAWKEYE CORPORATION
BY-LAWS
ARTICLE I
The Stockholders
SECTION 1.1. ANNUAL MEETING. The annual meeting of
the stockholders of HAWKEYE CORPORATION (the "Corporation")
shall be held on the third Thursday in May of each year at
10:30 a.m. local time, or at such other date or time as
shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting, for the
election of directors and for the transaction of such other
business as may come before the meeting.
SECTION 1.2. SPECIAL MEETINGS. A special meeting of
the stockholders may be called at any time by the written
resolution or request of two-thirds or more of the members
of the Board of Directors, the president, or any executive
vice president and shall be called upon the written request
of the holders of two-thirds or more in amount, of each
class or series of the capital stock of the Corporation
entitled to vote at such meeting on the matters(s) that are
the subject of the proposed meeting, such written request
in each case to specify the purpose or purposes for which
such meeting shall be called, and with respect to
stockholder proposals, shall further comply with the
requirements of this Article.
SECTION 1.3. NOTICE OF MEETINGS. Written notice of
each meeting of stockholders, whether annual or special,
stating the date, hour and place where it is to be held,
shall be served either personally or by mail, not less than
fifteen nor more than sixty days before the meeting, upon
each stockholder of record entitled to vote at such
meeting, and to any other stockholder to whom the giving of
notice may be required by law. Notice of a special meeting
shall also state the purpose or purposes for which the
meeting is called and shall indicate that it is being
issued by, or at the direction of, the person or persons
calling the meeting. If, at any meeting, action is
proposed to be taken that would, if taken, entitle
stockholders to receive payment for their stock, the notice
of such meeting shall include a statement of that purpose
and to that effect. If mailed, notice shall be deemed to
be delivered when deposited in the United States mail or
with any private express mail service, postage or delivery
fee prepaid, and shall be directed to each such stockholder
at his address, as it appears on the records of the
stockholders of the Corporation, unless he shall have
previously filed with the secretary of the Corporation a
written request that notices intended for him be mailed to
some other address, in which case, it shall be mailed to
the address designated in such request.
SECTION 1.4. FIXING DATE OF RECORD. (a) In order
that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of
stockholders, or any adjournment thereof, the Board of
Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which
record date shall not be more than sixty nor less than ten
days before the date of such meeting. If no record date is
fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of, or to vote
at, a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice
is given, or if notice is waived, at the close of business
on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled
to notice of, or to vote at, a meeting of stockholders
shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record
date for the adjourned meeting.
(b) In order that the Corporation may determine the
stockholders entitled to consent to corporate action in
writing without a meeting (to the extent that such action
by written consent is permitted by law, the Certificate of
Incorporation or these By-Laws), the Board of Directors may
fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which date shall not
be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board
of Directors. If no record date has been fixed by the
Board of Directors, the record date for determining
stockholders entitled to consent to corporate action in
writing without a meeting, when no prior action by the
Board of Directors is required by law, shall be the first
date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in its
state of incorporation, its principal place of business, or
an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of stockholders
are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record
date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by law, the
record date for determining stockholders entitled to
consent to corporate action in writing without a meeting
shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior
action.
(c) In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors
may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date
is adopted, and which record date shall be not more than
sixty days prior to such action. If no record date is
fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution
relating thereto.
SECTION 1.5. INSPECTORS. At each meeting of the
stockholders, the polls shall be opened and closed and the
proxies and ballots shall be received and be taken in
charge. All questions touching on the qualification of
voters and the validity of proxies and the acceptance or
rejection of votes, shall be decided by one or more
inspectors. Such inspectors shall be appointed by the
Board of Directors before or at the meeting, or, if no such
appointment shall have been made, then by the presiding
officer at the meeting. If for any reason any of the
inspectors previously appointed shall fail to attend or
refuse or be unable to serve, inspectors in place of any so
failing to attend or refusing or unable to serve shall be
appointed in like manner.
SECTION 1.6. QUORUM. At any meeting of the
stockholders, the holders of a majority of the shares
entitled to vote, represented in person or by proxy, shall
constitute a quorum of the stockholders for all purposes,
unless the representation of a larger number shall be
required by law, and, in that case, the representation of
the number so required shall constitute a quorum.
If the holders of the amount of stock necessary to
constitute a quorum shall fail to attend in person or by
proxy at the time and place fixed in accordance with these
By-Laws for an annual or special meeting, a majority in
interest of the stockholders present in person or by proxy
may adjourn, from time to time, without notice other than
by announcement at the meeting, until holders of the amount
of stock requisite to constitute a quorum shall attend. At
any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have
been transacted at the meeting as originally notified.
SECTION 1.7. BUSINESS. The chairman of the Board, if
any, the president, or in his absence the vice-chairman, if
any, or an executive vice president, in the order named,
shall call meetings of the stockholders to order, and shall
act as chairman of such meeting; provided, however, that
the Board of Directors or executive committee may appoint
any stockholder to act as chairman of any meeting in the
absence of the chairman of the Board. The secretary of the
Corporation shall act as secretary at all meetings of the
stockholders, but in the absence of the secretary at any
meeting of the stockholders, the presiding officer may
appoint any person to act as secretary of the meeting.
SECTION 1.8. STOCKHOLDER PROPOSALS. No proposal by a
stockholder shall be presented for vote at a special or
annual meeting of stockholders unless such stockholder
shall, not later than the close of business on the fifth
day following the date on which notice of the meeting is
first given to stockholders, provide the Board of Directors
or the secretary of the Corporation with written notice of
intention to present a proposal for action at the
forthcoming meeting of stockholders, which notice shall
include the name and address of such stockholder, the
number of voting securities that he holds of record and
that he holds beneficially, the text of the proposal to be
presented to the meeting and a statement in support of the
proposal.
Any stockholder who was a stockholder of record on the
applicable record date may make any other proposal at an
annual meeting or special meeting of stockholders and the
same may be discussed and considered, but unless stated in
writing and filed with the Board of Directors or the
secretary prior to the date set forth herein above, such
proposal shall be laid over for action at an adjourned,
special, or annual meeting of the stockholders taking place
sixty days or more thereafter. This provision shall not
prevent the consideration and approval or disapproval at
the annual meeting of reports of officers, directors, and
committees, but in connection with such reports, no new
business proposed by a stockholder, qua stockholder, shall
be acted upon at such annual meeting unless stated and
filed as herein provided.
Notwithstanding any other provision of these By-Laws,
the Corporation shall be under no obligation to include any
stockholder proposal in its proxy statement materials or
otherwise present any such proposal to stockholders at a
special or annual meeting of stockholders if the Board of
Directors reasonably believes the proponents thereof have
not complied with Sections 13 or 14 of the Securities
Exchange Act of 1934, as amended, and the rules and
regulations thereunder; nor shall the Corporation be
required to include any stockholder proposal not required
to be included in its proxy materials to stockholders in
accordance with any such section, rule or regulation.
SECTION 1.9. PROXIES. At all meetings of
stockholders, a stockholder entitled to vote may vote
either in person or by proxy executed in writing by the
stockholder or by his duly authorized attorney-in-fact.
Such proxy shall be filed with the secretary before or at
the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless
otherwise provided in the proxy.
SECTION 1.10. VOTING BY BALLOT. The votes for
directors, and upon the demand of any stockholder or when
required by law, the votes upon any question before the
meeting, shall be by ballot.
SECTION 1.11. VOTING LISTS. The officer who has
charge of the stock ledger of the Corporation shall prepare
and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled
to vote at the meeting, arranged in alphabetical order, and
showing the address of each stockholder and the number of
shares of stock registered in the name of each stockholder.
Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours for a period of at least ten days
prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof and may
be inspected by any stockholder who is present.
SECTION 1.12. PLACE OF MEETING. The Board of
Directors may designate any place, either within or without
the state of incorporation, as the place of meeting for any
annual meeting or any special meeting called by the Board
of Directors. If no designation is made or if a special
meeting is otherwise called, the place of meeting shall be
the principal office of the Corporation.
SECTION 1.13. VOTING OF STOCK OF CERTAIN HOLDERS.
Shares of capital stock of the Corporation standing in the
name of another corporation, domestic or foreign, may be
voted by such officer, agent, or proxy as the by-laws of
such corporation may prescribe, or in the absence of such
provision, as the board of directors of such corporation
may determine.
Shares of capital stock of the Corporation standing in
the name of a deceased person, a minor ward or an
incompetent person may be voted by his administrator,
executor, court-appointed guardian or conservator, either
in person or by proxy, without a transfer of such stock
into the name of such administrator, executor, court-
appointed guardian or conservator. Shares of capital stock
of the Corporation standing in the name of a trustee may be
voted by him, either in person or by proxy.
Shares of capital stock of the Corporation standing in
the name of a receiver may be voted, either in person or by
proxy, by such receiver, and stock held by or under the
control of a receiver may be voted by such receiver without
the transfer thereof into his name if authority to do so is
contained in any appropriate order of the court by which
such receiver was appointed.
A stockholder whose stock is pledged shall be entitled
to vote such stock, either in person or by proxy, until the
stock has been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote,
either in person or by proxy, the stock so transferred.
Shares of its own capital stock belonging to this
Corporation shall not be voted, directly or indirectly, at
any meeting and shall not be counted in determining the
total number of outstanding stock at any given time, but
shares of its own stock held by it in a fiduciary capacity
may be voted and shall be counted in determining the total
number of outstanding stock at any given time.
ARTICLE II
Board of Directors
SECTION 2.1. GENERAL POWERS. The business, affairs,
and the property of the Corporation shall be managed and
controlled by the Board of Directors (the "Board"), and,
except as otherwise expressly provided by law, the
Certificate of Incorporation or these By-Laws, all of the
powers of the Corporation shall be vested in the Board.
SECTION 2.2. NUMBER OF DIRECTORS. The number of
directors which shall constitute the whole Board shall be
not fewer than one nor more than five. Within the limits
above specified, the number of directors shall be
determined by the Board of Directors pursuant to a
resolution adopted by a majority of the directors then in
office.
SECTION 2.3. ELECTION, TERM AND REMOVAL. Directors
shall be elected at the annual meeting of stockholders to
succeed those directors whose terms have expired. Each
director shall hold office for the term for which elected
and until his or her successor shall be elected and
qualified. Directors need not be stockholders. A director
may be removed from office at a meeting expressly called
for that purpose by the vote of not less than a majority of
the outstanding capital stock entitled to vote at an
election of directors.
SECTION 2.4. VACANCIES. Vacancies in the Board of
Directors, including vacancies resulting from an increase
in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors
then in office, though less than a quorum; except that
vacancies resulting from removal from office by a vote of
the stockholders may be filled by the stockholders at the
same meeting at which such removal occurs provided that the
holders of not less than a majority of the outstanding
capital stock of the Corporation (assessed upon the basis
of votes and not on the basis of number of shares) entitled
to vote for the election of directors, voting together as a
single class, shall vote for each replacement director.
All directors elected to fill vacancies shall hold office
for a term expiring at the time of the next annual meeting
of stockholders and upon election and qualification of his
successor. No decrease in the number of directors
constituting the Board of Directors shall shorten the term
of an incumbent director.
SECTION 2.5. RESIGNATIONS. Any director of the
Corporation may resign at any time by giving written notice
to the president or to the secretary of the Corporation.
The resignation of any director 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 2.6. PLACE OF MEETINGS, ETC. The Board of
Directors may hold its meetings, and may have an office and
keep the books of the Corporation (except as otherwise may
be provided for by law), in such place or places in or
outside the state of incorporation as the Board from time
to time may determine.
SECTION 2.7. REGULAR MEETINGS. Regular meetings of
the Board of Directors shall be held as soon as practicable
after adjournment of the annual meeting of stockholders at
such time and place as the Board of Directors may fix. No
notice shall be required for any such regular meeting of
the Board.
SECTION 2.8. SPECIAL MEETINGS. Special meetings of
the Board of Directors shall be held at places and times
fixed by resolution of the Board of Directors, or upon call
of the chairman of the Board, if any, or vice-chairman of
the Board, if any, the president, an executive vice
president or two-thirds of the directors then in office.
The secretary or officer performing the secretary's
duties shall give not less than twenty-four hours' notice
by letter, telegraph or telephone (or in person) of all
special meetings of the Board of Directors, provided that
notice need not given of the annual meeting or of regular
meetings held at times and places fixed by resolution of
the Board. Meetings may be held at any time without notice
if all of the directors are present, or if those not
present waive notice in writing either before or after the
meeting. The notice of meetings of the Board need not
state the purpose of the meeting.
SECTION 2.9. PARTICIPATION BY CONFERENCE TELEPHONE.
Members of the Board of Directors of the Corporation, or
any committee thereof, may participate in a regular or
special or any other meeting of the Board or committee by
means of conference telephone or similar communications
equipment by means of which all persons participating in
the meeting can hear each other, and such participation
shall constitute presence in person at such meeting.
SECTION 2.10. ACTION BY WRITTEN CONSENT. Any action
required or permitted to be taken at any meeting of the
Board of Directors, or of any committee thereof, may be
taken without a meeting if prior or subsequent to such
action all the members of the Board or such committee, as
the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the
proceedings of the Board or committee.
SECTION 2.11. QUORUM. A majority of the total number
of directors then in office shall constitute a quorum for
the transaction of business; but if at any meeting of the
Board there be less than a quorum present, a majority of
those present may adjourn the meeting from time to time.
SECTION 2.12. BUSINESS. Business shall be transacted
at meetings of the Board of Directors in such order as the
Board may determine. At all meetings of the Board of
Directors, the chairman of the Board, if any, the
president, or in his absence the vice-chairman, if any, or
an executive vice president, in the order named, shall
preside.
SECTION 2.13. INTEREST OF DIRECTORS IN CONTRACTS. (a)
No contract or transaction between the Corporation and one
or more of its directors or officers, or between the
Corporation and any other corporation, partnership,
association, or other organization in which one or more of
the Corporation's directors or officers, are directors or
officers, or have a financial interest, shall be void or
voidable solely for this reason, or solely because the
director or officer is present at or participates in the
meeting of the Board or committee which authorizes the
contract or transaction, or solely because his or their
votes are counted for such purpose, if:
?1? The material facts as
to his relationship or interest and as to
the contract or transaction are disclosed
or are known to the Board of Directors or
the committee, and the Board or committee
in good faith authorizes the contract or
transaction by the affirmative votes of a
majority of the disinterested directors,
even though the disinterested directors be
less than a quorum; or
?1? The material facts as
to his relationship or interest and as to
the contract or transaction are disclosed
or are known to the stockholders entitled
to vote thereon, and the contract or
transaction is specifically approved in
good faith by vote of the stockholders; or
The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or
ratified, by the Board of Directors, a committee of the
Board of Directors or the stockholders.
(b)Interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors
or of a committee which authorizes the contract or
transaction.
SECTION 2.14. COMPENSATION OF DIRECTORS. Each
director of the Corporation who is not a salaried officer
or employee of the Corporation, or of a subsidiary of the
Corporation, shall receive such allowances for serving as a
director and such fees for attendance at meetings of the
Board of Directors or the executive committee or any other
committee appointed by the Board as the Board may from time
to time determine.
SECTION 2.15. LOANS TO OFFICERS OR EMPLOYEES. The
Board of Directors may lend money to, guarantee any
obligation of, or otherwise assist, any officer or other
employee of the Corporation or of any subsidiary, whether
or not such officer or employee is also a director of the
Corporation, whenever, in the judgment of the directors,
such loan, guarantee, or assistance may reasonably be
expected to benefit the Corporation; provided, however,
that any such loan, guarantee, or other assistance given to
an officer or employee who is also a director of the
Corporation must be authorized by a majority of the entire
Board of Directors. Any such loan, guarantee, or other
assistance may be made with or without interest and may be
unsecured or secured in such manner as the Board of
Directors shall approve, including, but not limited to, a
pledge of shares of the Corporation, and may be made upon
such other terms and conditions as the Board of Directors
may determine.
SECTION 2.16. NOMINATION. Subject to the rights of
holders of any class or series of stock having a preference
over the common stock as to dividends or upon liquidation,
nominations for the election of directors may be made by
the Board of Directors or by any stockholder entitled to
vote in the election of directors generally. However, any
stockholder entitled to vote in the election of directors
generally may nominate one or more persons for election as
directors at a meeting only if written notice of such
stockholder's intent to make such nomination or nominations
has been given, either by personal delivery or by United
States mail, postage prepaid, to the secretary of the
Corporation not later than (i) with respect to an election
to be held at an annual meeting of stockholders, the close
of business on the last day of the eighth month after the
immediately preceding annual meeting of stockholders, and
(ii) with respect to an election to be held at a special
meeting of stockholders for the election of directors, the
close of business on the fifth day following the date on
which notice of such meeting is first given to
stockholders. Each such notice shall set forth: (a) the
name and address of the stockholder who intends to make the
nomination and of the person or persons to be nominated;
(b) a representation that the stockholder is a holder of
record of stock of the Corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and
any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be
made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as
would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange
Commission, had the nominee been nominated, or intended to
be nominated, by the Board of Directors, and; (e) the
consent of each nominee to serve as a director of the
Corporation if so elected. The presiding officer at the
meeting may refuse to acknowledge the nomination of any
person not made in compliance with the foregoing procedure.
ARTICLE III
Committees
SECTION 3.1. COMMITTEES. The Board of Directors, by
resolution adopted by a majority of the number of directors
then fixed by these By-Laws or resolution thereto, may
establish such standing or special committees of the Board
as it may deem advisable, and the members, terms, and
authority of such committees shall be set forth in the
resolutions establishing such committee.
SECTION 3.2. EXECUTIVE COMMITTEE NUMBER AND TERM OF
OFFICE. The Board of Directors may, at any meeting, by
majority vote of the Board of Directors, elect from the
directors an executive committee. The executive committee
shall consist of such number of members as may be fixed
from time to time by resolution of the Board of Directors.
The Board of Directors may designate a chairman of the
committee who shall preside at all meetings thereof, and
the committee shall designate a member thereof to preside
in the absence of the chairman.
SECTION 3.3. EXECUTIVE COMMITTEE POWERS. The
executive committee may, while the Board of Directors is
not in session, exercise all or any of the powers of the
Board of Directors in all cases in which specific
directions shall not have been given by the Board of
Directors; except that the executive committee shall not
have the power or authority of the Board of Directors to
(i) amend the Certificate of Incorporation or the By-Laws
of the Corporation, (ii) fill vacancies on the Board of
Directors, (iii) adopt an agreement or certification of
ownership, merger or consolidation, (iv) recommend to the
stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets,
or a dissolution of the Corporation or a revocation of a
dissolution, (v) declare a dividend, or (vi) authorize the
issuance of stock.
SECTION 3.4. EXECUTIVE COMMITTEE MEETINGS. Regular
and special meetings of the executive committee may be
called and held subject to the same requirements with
respect to time, place and notice as are specified in these
By-Laws for regular and special meetings of the Board of
Directors. Special meetings of the executive committee may
be called by any member thereof. Unless otherwise
indicated in the notice thereof, any and all business may
be transacted at a special or regular meeting of the
executive meeting if a quorum is present. At any meeting
at which every member of the executive committee shall be
present, in person or by telephone, even though without any
notice, any business may be transacted. All action by the
executive committee shall be reported to the Board of
Directors at its meeting next succeeding such action.
The executive committee shall fix its own rules of
procedure, and shall meet where and as provided by such
rules or by resolution of the Board of Directors, but in
every case the presence of a majority of the total number
of members of the executive committee shall be necessary to
constitute a quorum. In every case, the affirmative vote
of a quorum shall be necessary for the adoption of any
resolution.
SECTION 3.5. EXECUTIVE COMMITTEE VACANCIES. The Board
of Directors, by majority vote of the Board of Directors
then in office, shall fill vacancies in the executive
committee by election from the directors.
ARTICLE IV
The Officers
SECTION 4.1. NUMBER AND TERM OF OFFICE. The officers
of the Corporation shall consist of, as the Board of
Directors may determine and appoint from time to time, a
chief executive officer, a president, one or more executive
vice-presidents, a secretary, a treasurer, a controller,
and/or such other officers as may from time to time be
elected or appointed by the Board of Directors, including
such additional vice-presidents with such designations, if
any, as may be determined by the Board of Directors and
such assistant secretaries and assistant treasurers. In
addition, the Board of Directors may elect a chairman of
the Board and may also elect a vice-chairman as officers of
the Corporation. Any two or more offices may be held by
the same person. In its discretion, the Board of Directors
may leave unfilled any office except as may be required by
law.
The officers of the Corporation shall be elected or
appointed from time to time by the Board of Directors.
Each officer shall hold office until his successor shall
have been duly elected or appointed or until his death or
until he shall resign or shall have been removed by the
Board of Directors.
Each of the salaried officers of the Corporation shall
devote his entire time, skill and energy to the business of
the Corporation, unless the contrary is expressly consented
to by the Board of Directors or the executive committee.
SECTION 4.2. REMOVAL. Any officer may be removed by
the Board of Directors whenever, in its judgment, the best
interests of the Corporation would be served thereby.
SECTION 4.3. THE CHAIRMAN OF THE BOARD. The chairman
of the Board, if any, shall preside at all meetings of
stockholders and of the Board of Directors and shall have
such other authority and perform such other duties as are
prescribed by law, by these By-Laws and by the Board of
Directors. The Board of Directors may designate the
chairman of the Board as chief executive officer, in which
case he shall have such authority and perform such duties
as are prescribed by these By-Laws and the Board of
Directors for the chief executive officer.
SECTION 4.4. THE VICE-CHAIRMAN. The vice-chairman, if
any, shall have such authority and perform such other
duties as are prescribed by these By-Laws and by the Board
of Directors. In the absence or inability to act of the
chairman of the Board and the president, he shall preside
at the meetings of the stockholders and of the Board of
Directors and shall have and exercise all of the powers and
duties of the chairman of the Board. The Board of
Directors may designate the vice-chairman as chief
executive officer, in which case he shall have such
authority and perform such duties as are prescribed by
these By-Laws and the Board of Directors for the chief
executive officer.
SECTION 4.5. THE PRESIDENT. The president shall have
such authority and perform such duties as are prescribed by
law, by these By-Laws, by the Board of Directors and by the
chief executive officer (if the president is not the chief
executive officer). The president, if there is no chairman
of the Board, or in the absence or the inability to act of
the chairman of the Board, shall preside at all meetings of
stockholders and of the Board of Directors. Unless the
Board of Directors designates the chairman of the Board or
the vice-chairman as chief executive officer, the president
shall be the chief executive officer, in which case he
shall have such authority and perform such duties as are
prescribed by these By-Laws and the Board of Directors for
the chief executive officer.
SECTION 4.6. THE CHIEF EXECUTIVE OFFICER. Unless the
Board of Directors designates the chairman of the Board or
the vice-chairman as chief executive officer, the president
shall be the chief executive officer. The chief executive
officer of the Corporation shall have, subject to the
supervision and direction of the Board of Directors,
general supervision of the business, property and affairs
of the Corporation, including the power to appoint and
discharge agents and employees, and the powers vested in
him by the Board of Directors, by law or by these By-Laws
or which usually attach or pertain to such office.
SECTION 4.7. THE EXECUTIVE VICE-PRESIDENTS. In the
absence of the chairman of the Board, if any, the president
and the vice-chairman, if any, or in the event of their
inability or refusal to act, the executive vice-president
(or in the event there is more than one executive vice-
president, the executive vice-presidents in the order
designated, or in the absence of any designation, then in
the order of their election) shall perform the duties of
the chairman of the Board, of the president and of the
vice-chairman, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the
chairman of the Board, the president and the vice-chairman.
Any executive vice-president may sign, with the secretary
or an authorized assistant secretary, certificates for
stock of the Corporation and shall perform such other
duties as from time to time may be assigned to him by the
chairman of the Board, the president, the vice-chairman,
the Board of Directors or these By-Laws.
SECTION 4.8. THE VICE-PRESIDENTS. The vice-
presidents, if any, shall perform such duties as may be
assigned to them from time to time by the chairman of the
Board, the president, the vice-chairman, the Board of
Directors, or these By-Laws.
SECTION 4.9. THE TREASURER. Subject to the direction
of chief executive officer and the Board of Directors, the
treasurer shall have charge and custody of all the funds
and securities of the Corporation; when necessary or proper
he shall endorse for collection, or cause to be endorsed,
on behalf of the Corporation, checks, notes and other
obligations, and shall cause the deposit of the same to the
credit of the Corporation in such bank or banks or
depositary as the Board of Directors may designate or as
the Board of Directors by resolution may authorize; he
shall sign all receipts and vouchers for payments made to
the Corporation other than routine receipts and vouchers,
the signing of which he may delegate; he shall sign all
checks made by the Corporation (provided, however, that the
Board of Directors may authorize and prescribe by
resolution the manner in which checks drawn on banks or
depositories shall be signed, including the use of
facsimile signatures, and the manner in which officers,
agents or employees shall be authorized to sign); unless
otherwise provided by resolution of the Board of Directors,
he shall sign with an officer-director all bills of
exchange and promissory notes of the Corporation; whenever
required by the Board of Directors, he shall render a
statement of his cash account; he shall enter regularly
full and accurate account of the Corporation in books of
the Corporation to be kept by him for that purpose; he
shall, at all reasonable times, exhibit his books and
accounts to any director of the Corporation upon
application at his office during business hours; and he
shall perform all acts incident to the position of
treasurer. If required by the Board of Directors, the
treasurer shall give a bond for the faithful discharge of
his duties in such sum and with such sure ties as the Board
of Directors may require.
SECTION 4.10. THE SECRETARY. The secretary shall keep
the minutes of all meetings of the Board of Directors, the
minutes of all meetings of the stockholders and (unless
otherwise directed by the Board of Directors) the minutes
of all committees, in books provided for that purpose; he
shall attend to the giving and serving of all notices of
the Corporation; he may sign with an officer-director or
any other duly authorized person, in the name of the
Corporation, all contracts authorized by the Board of
Directors or by the executive committee, and, when so
ordered by the Board of Directors or the executive
committee, he shall affix the seal of the Corporation
thereto; he may sign with the president or an executive
vice-president all certificates of shares of the capital
stock; he shall have charge of the certificate books,
transfer books and stock ledgers, and such other books and
papers as the Board of Directors or the executive committee
may direct, all of which shall, at all reasonable times, be
open to the examination of any director, upon application
at the secretary's office during business hours; and he
shall in general perform all the duties incident to the
office of the secretary, subject to the control of the
chief executive officer and the Board of Directors.
SECTION 4.11. THE CONTROLLER. The controller shall be
the chief accounting officer of the Corporation. Subject
to the supervision of the Board of Directors, the chief
executive officer and the treasurer, the controller shall
provide for and maintain adequate records of all assets,
liabilities and transactions of the Corporation, shall see
that accurate audits of the Corporation's affairs are
currently and adequately made and shall perform such other
duties as from time to time may be assigned to him.
SECTION 4.12. THE ASSISTANT TREASURERS AND ASSISTANT
SECRETARIES. The assistant treasurers shall respectively,
if required by the Board of Directors, give bonds for the
faithful discharge of their duties in such sums and with
such sureties as the Board of Directors may determine. The
assistant secretaries as thereunto authorized by the Board
of Directors may sign with the chairman of the Board, the
president, the vice-chairman or an executive vice-
president, certificates for stock of the Corporation, the
issue of which shall have been authorized by a resolution
of the Board of Directors. The assistant treasurers and
assistant secretaries, in general, shall perform such
duties as shall be assigned to them by the treasurer or the
secretary, respectively, or chief executive officer, the
Board of Directors, or these By-Laws.
SECTION 4.13. SALARIES. The salaries of the officers
shall be fixed from time to time by the Board of Directors,
and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a director of
the Corporation.
SECTION 4.14. VOTING UPON STOCKS. Unless otherwise
ordered by the Board of Directors or by the executive
committee, any officer, director or any person or persons
appointed in writing by any of them, shall have full power
and authority in behalf of the Corporation to attend and to
act and to vote at any meetings of stockholders of any
corporation in which the Corporation may hold stock, and at
any such meeting shall possess and may exercise any and all
the rights and powers incident to the ownership of such
stock, and which, as the owner thereof, the Corporation
might have possessed and exercised if present. The Board
of Directors may confer like powers upon any other person
or persons.
ARTICLE V
Contracts and Loans
SECTION 5.1. CONTRACTS. The Board of Directors may
authorize any officer or officers, agent or agents, to
enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation,
and such authority may be general or confined to specific
instances.
SECTION 5.2. LOANS. No loans shall be contracted on
behalf of the Corporation and no evidences of indebtedness
shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may
be general or confined to specific instances.
ARTICLE VI
Certificates for Stock and Their Transfer
SECTION 6.1. CERTIFICATES FOR STOCK. Certificates
representing stock of the Corporation shall be in such form
as may be determined by the Board of Directors. Such
certificates shall be signed by the chairman of the Board,
the president, the vice-chairman or an executive vice-
president and/or by the secretary or an authorized
assistant secretary and shall be sealed with the seal of
the Corporation. The seal may be a facsimile. If a stock
certificate is countersigned (i) by a transfer agent other
than the Corporation or its employee, or (ii) by a
registrar other than the Corporation or its employee, any
other signature on the certificate may be a facsimile. In
the event that any officer, transfer agent or registrar who
has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer,
transfer agent, or registrar before such certificate is
issued, it may be issued by the Corporation with the same
effect as if he were such officer, transfer agent or
registrar at the date of issue. All certificates for stock
shall be consecutively numbered or otherwise identified.
The name of the person to whom the shares of stock
represented thereby are issued, with the number of shares
of stock and date of issue, shall be entered on the books
of the Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled and no new
certificates shall be issued until the former certificate
for a like number of shares of stock shall have been
surrendered and canceled, except that, in the event of a
lost, destroyed or mutilated certificate, a new one may be
issued therefor upon such terms and indemnity to the
Corporation as the Board of Directors may prescribe.
SECTION 6.2. TRANSFERS OF STOCK. Transfers of stock
of the Corporation shall be made only on the books of the
Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed
with the secretary of the Corporation, and on surrender for
cancellation of the certificate for such stock. The person
in whose name stock stands on the books of the Corporation
shall be deemed the owner thereof for all purposes as
regards the Corporation.
ARTICLE VII
Fiscal Year
SECTION 7.1. FISCAL YEAR. The fiscal year of the
Corporation shall begin on the first day of January in each
year and end on the last day of December in each year.
ARTICLE VIII
Seal
SECTION 8.1. SEAL. The Board of Directors shall
approve a corporate seal which shall be in the form of a
circle and shall have inscribed thereon the name of the
Corporation.
ARTICLE IX
Waiver of Notice
SECTION 9.1. WAIVER OF NOTICE. Whenever any notice is
required to be given under the provisions of these By-Laws
or under the provisions of the Certificate of Incorporation
or under the provisions of the corporation law of the state
of incorporation, waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Attendance of any
person at a meeting for which any notice is required to be
given under the provisions of these By-Laws, the
Certificate of Incorporation or the corporation law of the
state of incorporation shall constitute a waiver of notice
of such meeting except when the person attends for the
express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the
meeting is not lawfully called or convened.
ARTICLE X
Amendments
SECTION 10.1. AMENDMENTS. These By-Laws may be
altered, amended or repealed and new By-Laws may be adopted
at any meeting of the Board of Directors of the Corporation
by the affirmative vote of a majority of the members of the
Board, or by the affirmative vote of a majority of the
outstanding capital stock of the Corporation (assessed upon
the basis of votes and not on the basis of number of
shares) entitled to vote generally in the election of
directors, voting together as a single class.
ARTICLE XI
Indemnification
SECTION 11.1. INDEMNIFICATION. The Corporation shall
indemnify its officers, directors, employees and agents to
the fullest extent permitted by the General Corporation Law
of Delaware, as amended from time to time.
Exhibit 6.1
September 5, 1999
Hawkeye Corporation
Att.: Gilbert Davis
1000 Abernathy Road
Suite 310
Atlanta 30328
Re: Engagement for Consulting Services
Dear Mr. Davis:
This letter confirms our understanding and agreement
between Coral Capital Partners ("Coral") and Hawkeye
Corporation, its officers, and Gilbert Davis ("the Client")
with regard to all matters described below, including,
without limitation, the matters described in the paragraph
1 as follows:
1. The Client hereby engages Coral as the Client's sole
and exclusive agent for the purpose of providing financial
advisory services to the Client regarding the development
and implementation of the company's business plan, and the
seeking of a merger or acquisition partner.
2. Coral hereby accepts the engagement described in
paragraph 1 and, in connection with such engagement agrees
to assist in the location of a potential merger candidate
for the Client.
3. The Client shall make available to Coral all
information concerning the proposed Business which Coral
reasonably requests in connection with the performance of
his obligations hereunder. All such information provided
by or on behalf of the Client shall be complete and
accurate and not misleading in all material respects, and
Coral may rely upon the accuracy and completeness of all
such information without independent verification.
4. As compensation for the services rendered by Coral
hereunder, the Client shall pay Coral as follows:
? 66.7% of the cash received by the company or
paid to Mr. Davis as compensation for a merger,
? 66.7% of the stock retained by Mr. Davis post
merger,
5. Coral shall bear its own out-of-pocket expenses
incurred during the term of this engagement hereunder with
respect to the services to be rendered by Coral.
6. Except as contemplated by the terms hereof or as
required by applicable law or pursuant to an order entered
or subpoena issued by a court of competent jurisdiction,
Coral shall keep confidential all material non-public
information provided to it by the Client, and shall not
disclose such information to any third party, other than
such of its advisors as Coral determines to have a need to
know.
7. In the event of consummation of any transaction
contemplated herein, Coral shall have the right to disclose
its participation in such transaction at its own expense,
including, without limitation, the placement of a
"tombstone" advertisements in financial and other
newspapers and journals, provided that it first submit a
copy of any such advertisements to the Client for its
approval, which approval shall not be unreasonably withheld
or delayed.
8. This engagement will extend for sixty months from the
date hereof and shall renew automatically thereafter on a
month-to-month basis unless either party has given at least
ten (10) days' prior written notice to the other that it
desires to terminate this engagement.
9. The terms and provisions of this letter are solely for
the benefit of the Client and Coral and their respective
successors, assigns, heirs and personal representatives,
and no other person shall acquire or have any right by
virtue of this letter. This letter shall be governed by,
and construed in accordance with, the substantive laws of
the State of Georgia without regard to the principle of
conflicts of law, and may be amended, modified or
supplemented only by written instrument executed by parties
hereto.
10. The invalidity or unforceability of any provision of
this letter shall not affect the validity or enforceability
of any other provisions of this letter, which shall remain
in full force and effect.
11. This letter may be executed in counterparts, all of
which together shall constitute one agreement binding on
all the parties hereto, not withstanding that all such
parties are not signatories to the original or the same
counterpart.
ACCEPTED AND AGREED, as of this
5th day of September, 1999 Sincerely,
/s/ Gilbert H. Davis /s/ Erik S. Nelson
Gilbert Davis, President Erik S. Nelson,
President
Hawkeye Corporation Coral Capital Partners,Inc.
Exhibit 10.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the use in the Form 10-SB
Registration Statement of HAWKEYE CORPORATION (A
Development Stage Company) our report dated November 5,
1999 relating to the financial statement of HAWKEYE
CORPORATION which appears in such Form 10-SB.
Massella, Tomaro & Co., LLP
Certified Public Accountants
Jericho, New York
November 10, 1999
[ARTICLE] 5
[CIK] 0001098846
[NAME] HAWKEYE CORPORATION
[PERIOD-TYPE] 1-MOS
[FISCAL-YEAR-END] JUN-30-2000
[PERIOD-END] SEP-30-1999
[CASH] 520
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 520
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 0
[CURRENT-LIABILITIES] 0
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 260
[OTHER-SE] 260
[TOTAL-LIABILITY-AND-EQUITY] 520
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] 0
[INCOME-TAX] 0
[INCOME-CONTINUING] 0
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 0
[EPS-BASIC] 0.0
[EPS-DILUTED] 0.0
F-
9
3
