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
Illinois Creek Corp.
(Name of Small Business Issuer)
Delaware 58-2502342
(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.
Illinois Creek Corp.(A Development Stage Company)
(the "Company"), was incorporated on November 4, 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 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
Perc
enta
ge
of Beneficial Owner Ownership of
Class
Gilbert H. Davis 2,500,000 95.1%
1000 Abernathy Road NE
Suite 310
Atlanta, Georgia 30328
All Executive Officers
and Directors as a Group
(1 Person) 2,500,000 95.1%
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 41 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.
RECENT TRANSACTIONS BY BLANK CHECK COMPANIES
To date, management has been involved in one prior
blank check company. Mr. Davis was the sole officer and
director of Hawkeye Corporation. Hawkeye Corporation was
formed on August 31, 1999 to engage in a merger or
acquisition with an unidentified company or companies and
was structured substantially identically to the Company,
including identical management and controlling beneficial
shareholder. Following is information regarding Hawkeye
Corporation=s registration:
Registration Form/
Effective Date/
Corporation File Number Status
Hawkeye Corporation Form 10-SB Merger
effected
01/11/00;0-28065 March
23, 2000
On March 23, 2000, Internet Services Network, Inc.
("ISNI"), a Florida corporation and an operating Internet
service provider, merged with and into Hawkeye
Corporation, which changed its name to "Internet Services
Network, Inc." In connection with that merger, the
outstanding shares of ISNI were converted into 24,000,000
shares of the surviving companies common stock. On March
25, 2000, Mr. Davis resigned as an officer and director
of that company. Mr. Davis continues to own 605,734
shares of the common stock and warrants to purchase an
additional 303,334 shares of common stock of the
surviving company. The surviving company has filed a
Form 8-K with the Securities and Exchange Commission
describing the merger and related transactions. Detailed
information concerning Internet Services Network, Inc.
may be obtained from its filings under the Exchange Act
which are found the EDGAR archives page of the Securities
and Exchange Commission's Website at www.sec.gov.
ADDITIONAL BLANK CHECK COMPANIES
Mr. Davis is, has been, and may be in the future,
the officer, director and/or beneficial shareholder of
other blank check companies. The initial business
purpose of each of these companies was or is to engage in
a merger or acquisition with an unidentified company or
companies and each were or will be classified as a blank
check company until completion of a business combination.
In most instances that a business combination is
transacted with one of these companies, it will be
required to file a Current Report on Form 8-K noticing
the details of the transaction.
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 a 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 finders 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 2,630,000 shares
of Common Stock to the following persons for a total of
$530 in cash:
Name Number of Total Shares
Consideration
Gilbert H. Davis 2,500,000 $500
Erik S. Nelson 80,000 $20
ESN Financial, L.P. 50,000 $10
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 Jersey Transfer & Trust
Company, Verona, New Jersey, 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 Registrant The corporation whose common
stock is the subject of this
Registration 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 No. of Shares
Consideration
Feb 8, 2000 Gilbert H. Davis 2,500,000
$500
Feb 21, 2000 Erik S. 80,000
$20
Feb 21, 2000 ESN Financial, L.P. 50,000
$10
Mr. Davis is the sole director, controlling
shareholder and president of the Company. With respect
to each sale, 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 February 28, 2000. The following
financial statements are attached to this report and
filed as a part thereof.
Illinois Creek Corp.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF February 28, 2000
Illinois Creek Corp.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
INDEPENDENT AUDITORS' REPORT F-1
BALANCE SHEET AS OF February 28, 2000 F-2
STATEMENT OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS) FROM NOVEMBER 4, 1999 (DATE OF
INCEPTION) TO FEBRUARY 28, 2000 F-3
STATEMENT OF STOCKHOLDERS' EQUITY FOR THE
PERIOD FROM NOVEMBER 4, 1999 (DATE OF
INCEPTION) TO FEBRUARY 28, 2000 F-4
STATEMENT OF CASH FLOWS FROM NOVEMBER 4, 1999
(DATE OF INCEPTION) TO FEBRUARY 28, 2000 F-5
NOTES TO FINANCIAL STATEMENTS F-6 to
F-7
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Illinois Creek Corp.
(A Development Stage Company)
We have audited the accompanying balance sheet of
Illinois Creek Corp. (a development stage company)(the
"Company") as of February 28, 2000 and the related
statements of operations and comprehensive income (loss),
stockholders equity and cash flows from November 4, 1999
(Date of Inception) to February 28, 2000. These
financial statements are the responsibility of the
Company's management. Our responsibility is to express
an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free
of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statements presentation.
We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to
above presents fairly in all material respects, the
financial position of the Company as of February 28,
2000,and the results of operations and cash flows from
November 4, 1999 (Date of Inception) to February 28,
2000, in conformity with generally accepted accounting
principles.
Massella, Tomaro & Co., LLP
Jericho, New York
March 13, 2000
Illinois Creek Corp.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF February 28, 2000
ASSETS
Cash $ 70
Total Current Assets 70
TOTAL ASSETS $ 70
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 2,630,000 issued and
outstanding (see Note 2) 263
Additional Paid-In Capital 267
Accumulated Deficit During Development Stage (460)
Total Stockholder's Equity 70
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 70
See accompanying notes to financial statements.
Illinois Creek Corp.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THE PERIOD FROM NOVEMBER 4, 1999 (DATE OF INCEPTION)
TO FEBRUARY 28, 2000
Income $ B
Expenses:
Selling, general and
administrative expenses 460
Total Expenses 460
Loss Before Provision for Income Taxes (460)
Provision for Income Taxes
Net (Loss) (460)
Other Items of Comprehensive Income (Loss) B
Comprehensive Net (Loss) $ (460)
Basic:
Net (Loss) $ NIL)
Weighted Average Number of
Common Shares Outstanding 2,630,000
See accompanying notes to financial statements.
Illinois Creek Corp.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM NOVEMBER 4, 1999 (DATE OF INCEPTION)
TO FEBRUARY 28, 2000
Accumulated
Additional Deficit Total
Common Stock Paid-in During the Stockholders'
Shares Amount Capital Development Stage Equity
Issuance of
common stock
upon capit-
alization of
company 2,630,000 $ 263 $ 267 $ B $ 530
Net loss from
November 4, 1999
(date if inception)
to February
28, 2000 (460) (460)
Balances at
February 28,
2000 2,630,000 $ 263 $ 267 $ (460) $ 70
See accompanying notes to financial statements
Illinois Creek Corp.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM NOVEMBER 4, 1999 (DATE OF INCEPTION)
TO FEBRUARY 28, 2000
Cash Flows from Operating Activities:
Net (Loss) $ (460)
Net Cash Used for Operating Activities (460)
Cash Flows from Financing Activities:
Proceeds from Initial Capitalization
of Company 530
Net Cash Provided by Financing Activities 530
Net Increase in Cash 70
Cash, Beginning of Period --
Cash, End of Period $ 70
See accompanying notes to financial statements
Illinois Creek Corp.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF FEBRUARY 28, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Illinois Creek Corp. (a development stage company)
("the Company") was incorporated in Delaware on November
4, 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 February 28, 2000, 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
February 28.
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
February 28, 2000, the Company had issued 2,630,000
shares of its common stock to its founders for aggregate
consideration of $530.
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.
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
(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: April 25, 2000 Illinois Creek Corp.
By: /s/ Gilbert H. Davis
Gilbert H. Davis, Director and President
Exhibit 2.1
CERTIFICATE OF INCORPORATION
OF
ILLINOIS CREEK CORP.
ARTICLE ONE
Name
The name of the Corporation is Illinois Creek Corp.
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 4th day
of November, 1999.
/s/ Gilbert H. Davis
Gilbert H. Davis, Incorporator
Exhibit 2.2
Illinois Creek Corp.
BY-LAWS
ARTICLE I
The Stockholders
SECTION 1.1. ANNUAL MEETING. The annual meeting of
the stockholders of Illinois Creek Corp. (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
(2) 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 10.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the use in the Form 10-SB
Registration Statement of Illinois Creek Corp. (A
Development Stage Company) our report dated March 13,
2000 relating to the financial statements of Illinois
Creek Corp. which appear in such Form 10-SB.
Massella, Tomaro & Co., LLP
Certified Public Accountants
Jericho, New York
April 25, 2000
[ARTICLE] 5
[CIK]
[NAME] Illinois Creek Corp.
[PERIOD-TYPE] 1-MOS
[FISCAL-YEAR-END] FEB-28-2000
[PERIOD-END] FEB-28-2000
[CASH] 70
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 70
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 0
[CURRENT-LIABILITIES] 0
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 263
[OTHER-SE] (193)
[TOTAL-LIABILITY-AND-EQUITY] 70
[SALES] 0
[TOTAL-REVENUES] 0
[CGS] 0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 460
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] (460)
[INCOME-TAX] 0
[INCOME-CONTINUING] 0
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (460)
[EPS-BASIC] NIL
[EPS-DILUTED] NIL
35
F-1
22
