AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2000
REGISTRATION NO. 333-____________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
FLORIDA 65-0738251
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
<PAGE>
19200 Von Karman, Suite 500
Irvine, California 92612
(Address of Principal Executive Offices, Including Zip Code)
Consulting Agreement
(Full Title of the Plan)
____________________
Roger May
19200 Von Karman, Suite 500
Irvine, California 92612
(949) 622-5566
(Name, Address, and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Share Aggregate Offering Price Registration Fee
Common Stock,
no par value 400,000 $4.0623 (1) $1,625,200 $429.06
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) based on the closing market price on
February 8, 2000.
<PAGE>
EXPLANATORY NOTE
Advanced Communications Technologies, Inc. ("ADVC") has prepared this
Registration Statement in accordance with the requirements of Form S-8 under the
Securities Act of 1933, as amended (the "1933 Act"), to register certain shares
of common stock, no par value per share, issued to certain selling shareholders.
Under cover of this Form S-8 is a Reoffer Prospectus ADVC prepared in accordance
with Part I of Form S-3 under the 1933 Act. The Reoffer Prospectus may be
utilized for reofferings and resales of up to 400,000 shares of common stock
acquired by the selling shareholders.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ADVC will send or give the documents containing the information specified in
Part 1 of Form S-8 to employees or consultants as specified by Securities and
Exchange Commission Rule 428 (b) (1) under the Securities Act of 1933, as
amended (the "1933 Act"). ADVC does not need to file these documents with the
commission either as part of this Registration Statement or as prospectuses or
prospectus supplements under Rule 424 of the 1933 Act.
<PAGE>
REOFFER PROSPECTUS
ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.
19200 VON KARMAN, SUITE 500
IRVINE, CALIFORNIA 92612
(949) 622-5566
400,000 SHARES OF COMMON STOCK
The shares of common stock, no par value per share, of Advanced Communications
Technologies, Inc. ("ADVC" or the "Company") offered hereby (the "Shares") will
be sold from time to time by the individuals listed under the Selling
Shareholders section of this document (the "Selling Shareholders"). The Selling
Shareholders acquired the Shares pursuant to a Consulting Agreement for
consulting services that the Selling Shareholders provided to ADVC.
The sales may occur in transactions on the NASDAQ over-the-counter market at
prevailing market prices or in negotiated transactions. ADVC will not receive
proceeds from any of the sale the Shares. ADVC is paying for the expenses
incurred in registering the Shares.
The Shares are "restricted securities" under the Securities Act of 1933 (the
"1933 Act") before their sale under the Reoffer Prospectus. The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933 Act to allow for future sales by the Selling Shareholders to the public
without restriction. To the knowledge of the Company, the Selling Shareholders
have no arrangement with any brokerage firm for the sale of the Shares. The
Selling Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act. Any commissions received by a broker or dealer in connection with
resales of the Shares may be deemed to be underwriting commissions or discounts
under the 1933 Act.
ADVC's common stock is currently traded on the NASDAQ Over-the-Counter Bulletin
Board under the symbol "ADVC."
________________________
This investment involves a high degree of risk. Please see "Risk Factors"
beginning on page 14.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
________________________
February 9, 2000
<PAGE>
TABLE OF CONTENTS
Where You Can Find More Information . . . . . . . . . . 2
Incorporated Documents . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . 14
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . 17
Selling Shareholders . . . . . . . . . . . . . . . . . . . 17
Plan of Distribution . . . . . . . . . . . . . . . . . . 18
Legal Matters . . . . . . . . . . . . . . . . . . . . . .. 18
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . 18
________________________
You should only rely on the information incorporated by reference or provided in
this Reoffer Prospectus or any supplement. We have not authorized anyone else
to provide you with different information. The common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this Reoffer Prospectus or any supplement is accurate as
of any date other than the date on the front of this Reoffer Prospectus.
WHERE YOU CAN FIND MORE INFORMATION
ADVC is required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC") as
required by the Securities Exchange Act of 1934, as amended (the "1934 Act").
You may read and copy any reports, statements or other information we file at
the SEC's Public Reference Rooms at:
450 Fifth Street, N.W., Washington, D.C. 20549;
Seven World Trade Center, 13th Floor, New York, N.Y. 10048
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Rooms. Our filings are also available to the public from commercial
document retrieval services and the SEC website (http://www.sec.gov).
INCORPORATED DOCUMENTS
The SEC allows ADVC to "incorporate by reference" information into this Reoffer
Prospectus, which means that the Company can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.
<PAGE>
ADVC's Report on Form 8-K, dated February 3, 2000 is incorporated herein by
reference. In addition, the Form 10-SB filed by Smart Investment.com, Inc., the
Company's predecessor, filed on December 10, 1999 is also incorporated herein by
reference. In addition, all documents filed or subsequently filed by the
Company under Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, before the
termination of this offering, are incorporated by reference.
The Company will provide without charge to each person to whom a copy of this
Reoffer Prospectus is delivered, upon oral or written request, a copy of any or
all documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
the Chief Financial Offer at ADVC at ADVC's executive offices, located at 19200
Von Karman, Suite 500, Irvine, California 92612. ADVC's telephone number is
(949) 622-5566. The Company's corporate Web site address is
http://www.adcomtech.com.
THE COMPANY
SUMMARY OF OPERATION
Advanced Communications Technology, Inc. ("ADVC") is a Florida corporation
formed to develop and market a new wireless communication network technology
that will be trademarked and marketed as "SpectruCell". ACT 2001 is a network
solution and comprises the Spectrum Efficient Microwave and SpectruCell multiple
protocol wireless base station unit (which would be the core revenue generator).
This application is discussed further below.
BACKGROUND ON WIRELESS COMMUNICATIONS TECHNOLOGY
Conventional mobile networks primarily rely upon long-established mobile
radio technology and traditional voice channel transmission. This was the only
suitable technology available when cellular communications first evolved 20
years ago. The SpectruCell technology represents a departure from this somewhat
antiquated technology.
Conventional telephone networks were traditionally configured with a major
Central Office Switch (CO) and numerous smaller switches (Points of Presence or
POPS) throughout the network. The POPS collect calls from the outlying reaches
of the network and route them back to the CO for processing and routing to the
call termination.
Cellular telephone networks evolved from the long established mobile radio
telephone technology and the traditional call processing and voice channel
transmission applications associated with that technology. Much of the call
processing and routing is done at the cell site and this can be very restrictive
because it depends upon the number of voice channels and processing capacity at
each cell site. In a conventional telephone network environment any upgrades or
call capacity changes can be effected at the Central Office switch, whereas in
the present cellular network environment hundreds of cell sites would have to be
upgraded individually.
<PAGE>
SPECTRUCELL
ADVC has developed a wireless communication network technology that will be
trademarked and marketed as "SpectruCell". SpectruCell differentiates itself
from existing communications networks by processing and transmitting numerous
communications protocols (AMPS, CDMA, TDMA, GSM, W-CDMA, UMTS, 3G, Voice IP,
etc.) as well as wireless internet applications, all within the one network.
The SpectruCell system architecture is a distinct departure from
conventional Cellular/PCS network structure. The SpectruCell architecture
provides a method of transmitting the entire baseband spectrum from the
receiving Antenna/Cell to a centralized Mobile Telephone Switching Office (MTSO)
for call processing and redistribution, rather than processing calls at the cell
site. Until approximately three years ago almost all cellular transmissions
were Analog. In the current cellular network environment, additional call
processing hardware has to be added to each cell site (usually around 200+ cells
per average network), for network operators to transmit evolving new digital
protocols (TDMA, CDMA, GSM, W-CDMA, etc.) over their existing cellular networks.
This is a very expensive undertaking.
In a SpectruCell network environment, the additional hardware and/or
software upgrades would only be required at the MTSO/Central Office Switch
location. The potential savings in network implementation and establishment
costs, and cell site maintenance costs savings would be very substantial. In
addition, given the SpectruCell network's ability to carry all current, evolving
and future call protocols, there is also a significant potential for increased
revenues from foreign roaming calls.
Another major feature of SpectruCell is the capacity to dynamically assign
channels and spectrum (call carrying capacity) to the cells requiring it most.
In a sense, the Cellular operator would possess a so-called "elastic capacity"
at cells in the system. Since all voice channels would be centrally located at
the switch instead of at the cell/antenna site, individual voice channels and RF
trunks can be distributed as needed to busy cell/antenna sites. Channels would
be essentially "borrowed" from surrounding cells and used to support call
traffic at the busier sites during call volume peaks. This is a distinct
departure from present "honeycomb style" systems where each cellular network is
dedicated to a single protocol and each cell has fixed call carrying capacity or
bandwith, that is limited by the number of voice channels installed at each cell
site. In essence, the SpectruCell architecture provides a basis for a paradigm
shift from the conventional telecommunications central office switching
structure for evolving wireless networks.
For carriers to support multiple protocols such as GSM and CDMA digital
mobile phones, current wireless communications technology requires separate cell
sites with separate equipment for each protocol carried. Upon implementation,
SpectruCell, however, will allow carriers to maintain and utilize their existing
networks within a modern network platform that will enable them to support
evolving protocols. By utilizing the SpectruCell multiple protocol wireless base
station, network providers will be able to support current and in all
probability future protocols with the same equipment on the same existing
networks. Future protocols would be added to the network through software
upgrades.
<PAGE>
Benefits of the proposed SpectruCell network include:
- - Cheaper rollout cost due to the network being wireless;
- - Cheaper costs for upgrading existing networks to handle additional
protocols through utilisation of existing network infrastructure
rather than creating a new structure;
- - Alleviate dropped calls and busy signals in current mobile networks that
are caused through bottlenecks, as calls on the SpectruCell network
would be configured through a distributed network rather than a
centralised switching facility;
- - Will permit cellular subscribers to directly access Internet services via
mobile IP and other evolving data protocols (such as ITU 3G).
In third world countries or regions of the world with little or no existing
communications infrastructure, the SpectruCell system would provide for the
deployment of a wireless communications network infrastructure (known as a
"greenfield" installation"). This could be achieved at lower cost, and in a
shorter time frame than an equivalent land-based infrastructure network.
SPECTRUM EFFICIENT MICROWAVE ("SEM")
In a cellular network, each cell is connected to the network via some form
of backbone connection. A backbone connection is normally a high-speed link.
These backbone connections are typically fibre optic cable, coaxial cable or
point-to-point microwave. The advantage of using microwaves is that the service
provider would not have the expense and time delays involved with laying cables
in the ground or other hard-wired applications. In built up cities the cost of
laying cable can be prohibitive. In mountainous areas the terrain can make
cable laying impossible. Traditionally, microwave links have been limited in
their data throughput, and have been expensive to implement because they use a
large component of radio spectrum. Radio spectrum must be licensed and is
costly.
ADVC is presently finalizing negotiations for an exclusive license to an
existing efficient modulation technique and intends to further develop that
modulation technique. The existing system is currently in production and could
be used to allow for a capacity upgrade to existing networks. Upon finalization
of the license, ADVC proposes to develop a microwave link with spectral
efficiency of approximately 6 times current technology, with a data rate of 155
MBs, which is substantially equivalent to fibre optic cable backbones. The SEM
has applications in the provision of the medium and high rate backbones
necessary for the deployment of mobile communications networks.
One advantage of a SEM technique is that it has the capability to transmit
up to 10 times the traffic of an existing system, without increasing use of
bandwidth or radio spectrum. This could allow existing network providers to
increase their capacity in the same spectrum by as much as six times. ADVC
believes that demand for increased bandwidth will continue to develop and
consequently sees this as both an exciting opportunity in the marketplace and an
integral part of the proposed SpectruCell network. In a green field
installation an efficient point-to-point microwave link could further enhance
the attraction of a distributed SpectruCell network.
<PAGE>
The current development plan put forth by ADVC calls for a 155 Mb/s radio
occupying a mere 30 MHz of RF bandwidth, making it spectrally efficient. ADVC
is also negotiating to acquire the rights to another spectrally efficient
microwave technology that, although it only transmits at 2 Mb/s (the same as
most current Microwave links), it nevertheless operates at 1028 Quams, which
will allow for two to three times the present capacity of the current Microwave
links.
These microwave links are complementary to the SpectruCell technology.
Perhaps, most importantly, the combination of the two technologies has the
potential to create a new wireless network architecture. ADVC managements
perceives an unprecedented demand for this technology within the communications
industry, and believes further that this demand will continue to grow as the
need for high speed Internet access continues to expand at an increasingly rapid
rate.
BUSINESS DIFFERENTIATIONS
The key attributes of the proposed ADVC business through its licensing
arrangements and subsidiaries are as follows:
- - Uniqueness of Product: Management of ADVC believes that there is no product
similar to SpectruCell on the market that can process and transmit
numerous communications protocols (AMPS, CDMA, TDMA, GSM, W-CDMA, UMTS,
3G, Voice IP, etc.), as well as Internet applications on one network.
SpectruCell also would provide a distributed network platform that
could minimize present network bottlenecks caused by central switching
overloading.
- - Universal Market Acceptance: SpectruCell is compatible with numerous
communications technologies. This could enable easier integration and
upgrading of existing networks. There are no substantial barriers to
market entry as SpectruCell conforms to substantially all existing
communications standards with its open system design.
- - Supports Evolving Technology Standards: SpectruCell has been designed with
an open architecture and is software upgradeable. This means that
the SpectruCell network permits new technologies to be added via a software
upgrade. SpectruCell also supports Digital Mode of Operation (DMO),
the standard currently being adopted by many communication companies.
- - Total Network Solution: The combination of the various technologies
provide ADVC with a network capable of terminating voice and data via
Voice IP to both mobile telephones and the traditional fixed network
home/office phones.
- - Third World Regions B Most Suitable Network: SpectruCell's ability to
terminate to both mobile or fixed networks, combined with its ability
to be efficiently deployed and operational, is a major advantage in
third world regions.
- - Financial Asset B "Lifesaver": SpectruCell provides network providers with
a means of maintaining value in their investments in their often
outdated network structures, (usually their primary financial asset),
by plugging SpectruCell base stations into their existing networks.
<PAGE>
SPECTRUCELL
OVERVIEW
The SpectruCell concept was originally developed in the United States in an
entirely different format and configuration to the current product design. The
request to develop the SpectruCell Wireless Base Station concept was presented
to the Royal Melbourne Institute of Technology University ("RMIT") in the first
quarter of 1998 for evaluation and development. The current technology for the
SpectruCell Wireless Base Station unit has been developed entirely in Melbourne,
Australia by the ADVC "Vision Team" in collaboration with the Department of
Computer Systems Engineering at RMIT.
ADVC has developed a wireless communication network technology that will be
trademarked and marketed as "SpectruCell". Unlike existing communications
networks, SpectruCell supports a wireless network architecture designed to
process and transmit numerous communications protocols (AMPS, CDMA, TDMA, GSM,
W-CDMA, UMTS, 3G, Voice IP, etc.) as well as wireless Internet applications, all
within one network.
By utilizing the SpectruCell multiple protocol wireless base station,
network providers will be able to support substantially all current and future
protocols with the same equipment on the same network through software upgrades.
SPECTRUCELL GATEWAY DEVICE
SpectruCell is a gateway device for mobile communications that bridges
information from one medium or protocol to another. Conventional mobile
communications networks use a base station as a gateway device to connect mobile
phones (AMPS, GSM, CDMA) to the traditional fixed wire phone network (PSTN).
In conventional networks, each protocol that the network supports (AMPS,
GSM, CDMA) requires its own base station. Essentially, this means that for a
network provider to roll out a new protocol, it must set up an entirely new
network for each protocol. A good example of this is Telstra Australia's
recently announced plans to spend $600 million implementing a new CDMA network
to compliment their existing GSM network. With SpectruCell, Telstra could plug
in the new base stations to their existing GSM network, enabling it to carry
both protocols (CDMA and GSM) on the same network.
SpectruCell, in essence, is designed to be a high-end software radio that
can be configured to talk to multiple protocols simultaneously, allowing the
network to support multiple protocols with a single base station. It also means
that if a network provider wants to provide a new protocol to its customers, it
would send a software upgrade to the SpectruCell unit.
Key Attributes of the SpectruCell Gateway include:
<PAGE>
- - The ability to support most existing communication protocols (AMPS, GSM,
CDMA) as well as allowing software upgrades to support potential
future or evolving protocols (WCDMA, UMTS, PCS, 3G initiatives,etc.);
- - The ability to support an IP (Internet Protocol) based network
infrastructure, utilizing voice over IP (VoiceIP) and wireless Internet
services (mobile IP);
- - Easier integration into an existing network and roll out in countries with
no telecommunications infrastructure (known as Greenfield installations);
- - SpectruCell allows the installation of a telecommunications infrastructure
with a wireless backbone;
- - Low earth orbit satellites (LEOS) and high altitude drone aircraft can be
used to support a SpectruCell network's infrastructure;
- - External interfaces to a SpectruCell gateway device are of a
non-proprietary nature. SpectruCell interfaces generally conform to
existing standards for information exchange including the air interface,
switch interface and billing and management interfaces. Such an open
system improves its viability in a changing marketplace.
INTERNET PROTOCOL
A SpectruCell base station provides an ability to provide a mobile Internet
Protocol ("IP"). IP has been developed over many years to provide a generic,
efficient and flexible data communications protocol. Many telecommunications
networks are now picking up on IP's efficiencies in transporting voice traffic
(known as "voice over IP") as well as the more traditional data services. By
using IP as the core protocol for inter-cell communications, SpectruCell
provides more efficient base station networking. More significantly,
SpectruCell provides a method for integration of future mobile Internet
services.
At present, all wireless IP traffic must be encapsulated into existing
air-interface protocols, leading to many inefficiencies. For example, while GSM
is very efficient at carrying voice traffic via radio, it is inefficient at
providing data/internet connectivity, being both expensive and slow.
Other voice call based air protocols, such as AMPS, suffer similar speed
and expense difficulties. This inefficiency is because of the fundamental
problems associated with sending packet-based (Internet) traffic on a
connection-oriented network (GSM/AMPS). The centralized architecture of a
traditional cellular network is also inappropriate for third generation personal
communications protocols, which is why SpectruCell has developed a distributed
design.
THE SPECTRUCELL NETWORK
Rather than having a central controller (potentially a central point of
failure), SpectruCell moves control and call processing/routing into the base
stations. In some cases, where compatibility with existing protocols is
required, there would need to be some centralized control. This would not mean
all communications traffic would have to be routed centrally, just the control
information. This semi-centralized architecture provides a more dynamic network
capacity and a level of network redundancy. This style of network structure
would help to eliminate MTSO congestion that causes network overloads and
results in dropped or lost calls.
<PAGE>
The SpectruCell architecture does not require a land-based backbone
connection between cell sites. An inter-cell connection can just as easily be
implemented using a point-to-point microwave link or via a satellite.
The telecommunications market dictates that there will always be a wide
variety of traffic with different priorities. The SpectruCell base station's
router functionality means it can prioritize the various types of traffic and
because bandwidth costs are a significant factor in modern network operations,
SpectruCell can accommodate variations in both channel bandwidth and cost. For
example, there may be both a fibre optic connection and a satellite connection
to the SpectruCell base station. This could enable the base station to rout
time-critical voice traffic over the fibre backbone, while sending less
time-critical traffic, such as email and web pages, over the satellite link.
KEY ADVANTAGES
A SpectruCell network is a flexible network architecture. It has two
principle advantages over conventional cellular networks:
- - It is able to support multiple protocols (AMPS, CDMA, GSM, 3G, Wireless IP)
in a single base station and
- - It has the ability to dynamically reconfigure base stations to support
various protocols through software upgrades.
Spectracell can also generally be integrated with current networks and is
consistent with what ADVC management perceives as the direction of the industry,
including the concept of Digital Mode of Operation (DMO). SpectruCell's
architecture allows:
- - Both immediate and long term integration into communication network
infrastructures.
- - The support of Voice over IP networks. IP will enable voice to be delivered
over VPN (virtual private networks), allowing telecommunications
providers to act as primary carriers to other providers who are acting as
the primary service provider to the customer. Primary service providers
will be able to manage their own mobile services within the primary
carrier's environment.
- - A reduction in the total cost of network ownership through cheaper rollout
costs and improved end user focus.
- - Better ways of providing both improved and additional services to
customers, such as number redirection or call center handling.
- - Better access to developing products based on the facilities within
intelligent networks.
- - The potential development of new products for the mobile market. The open
system approach provides a basis for developers to create new products
and services that use the SpectruCell unit. Many of these new applications
have not been developed yet, but SpectruCell's platform will support
many new mobile communications services and applications.
<PAGE>
The internal architecture of a SpectruCell base station is designed to
provide flexibility for future upgrades. In its present form, SpectruCell uses
processors which, to a certain degree, limits the network's bandwidth capacity.
In the current configuration, some of that processing is done in dedicated
hardware with more processors added as needed in a parallel architecture. As
processor speeds increase, the capability of a SpectruCell base station also
increases.
MARKET ENVIRONMENT
Including planned roll-outs through 1999, there are 730 Cellular networks
worldwide and it is estimated that on average there are usually 200+
cells/antenna sites per network, or approximately 146,000 cells. In addition
the World Bank reports that third world countries alone will spend US $40
billion a year on telecommunications infrastructure. SpectruCell units have a
potential ability to replace virtually every Cell/Antenna site currently being
operated throughout the world, as well as to become the primary system of choice
for all new systems.
The market in which ADVC operates is growing rapidly:
- - Dataquest estimates that the expected growth of the US wireless market
alone will grow from 3 million users to 36 million by 2003.
- - The International Telecommunications Union, established by the United
Nations estimates that the number of mobile wireless communications users
will grow to in excess of 2 billion by 2010.
- - At present, there are approximately 800+ networks worldwide with an average
of 500 to 1,000 cell sites each.
SALES AND MARKETING
MARKETING STRATEGY
ADVC intends to conduct marketing focused directly at the CEO level,
utilizing the relationships that ADVC management has established within the
telecommunication industry. The direct emphasis will be focused on:
Third World Countries: SpectruCell has the ability to provide "green field"
networks in third world countries. In regions with little or no existing
communications infrastructure, the SpectruCell system will provide a means for
the deployment of a wireless communications network infrastructure, at reduced
cost, and in a shorter time frame than an equivalent land-based network.
Major Telecommunication Companies: ADVC will look to partner with major
telecommunication companies in each region. The SpectruCell unit has advantages
due to its capability of handling multiple protocols.
<PAGE>
Test Market through Advanced Global Communications: Advanced Global
Communications, a wholly-owned subsidiary of ADVC ("AGC") will provide the
platform for ADVC to launch its prototype in June 2000. The test phase will be
supervised personally by Roger May and James Rennie. AGC was formed to become
the operational arm of ADVC for all North and South American based communication
operations as well as the holding company for all currently owned switching
operations, planned acquisitions of other switching and communications
companies.
SALES STRATEGY
ADVC plans to take advantage of the established sales and distribution
channels that are already established within other companies. As such, ADVC
will look to establish joint venture marketing and distribution agreements with
established reputable companies in key demographic and marketing locations. In
markets where suitable joint venture arrangements can not be established ADVC
will look to establish its own regional or national distributors.
SOURCES OF REVENUES
Company revenues will be derived from three sources: SpectruCell unit
sales for new systems, existing network upgrades (SpectruCell can be added to an
existing network and run in conjunction with other system architecture), and the
sale of RF wireless circuitry boards. There is an additional potential for the
sale of licensing arrangements.
PROPRIETARY TECHNOLOGY
The unique proprietary element of the SpectruCell architecture is in the
design of the Wide Band Spectrum Signal Processor (SSP) at the Mobil Telephone
Switching Office (MTSO) that will enable the transmission of the full spectrum
of the base band signal to the MTSO for processing and distribution. The unique
and extremely complex design of the SSP that will be located at the MTSO is the
key to the operational viability of UWSC, SpectruCell will be able to utilize
either existing fiber optic technology or dedicated point to point radio
frequency bandwidth to connect the MTSO to the Antenna site. Both the specially
designed DSP at the cell/antenna site and the SSP at the MTSO and much of the
specialized circuitry necessary to process the full spectrum of the base band
signal, with the variable frequency modulation, are proprietary to the Company.
Patents and copyrights will be applied for in regard to all appropriate
circuitry design and specialized applications.
The SpectruCell concept is essentially a wide-area distributed antenna
network connected via fiber trunks to a radio controller and switching center.
Aside from the proprietary SSP circuitry and software, SpectruCell relies
primarily on existing components and sub-systems. Any technology risk usually
associated with a new product is minimal as SpectruCell is simply a further
development and re-application of current technology. SpectruCell's fiber
backbone (for Phase 2 development point to point high speed radio frequency
connection) provides unlimited bandwidth potential to any operator, and the
system is forward and backwards compatible with any wireless access standard,
including currently evolving and future protocols.
<PAGE>
COMPETITION
The SpectruCell system will compete with traditional cellular telephone
technology and other wireless communication technology. Without a doubt,
existing wireless communications companies have substantially greater resources
and market penetration than the Company. We will have to differentiate our
technology through cost savings in implementation and upgrades and through
improved service.
Some of the competitive advantages of the SpectruCell system are more
efficient equipment utilization, reduced capital equipment costs (preliminarily
estimated at 50%-70% less), and higher revenues from increased U.S. and foreign
roaming, or multiple protocol, calls handled in domestic networks. One very
important advantage is that SpectruCell can be implemented into existing
cellular networks and run in parallel with conventional cellular network
technology. It does not require the complete redesign and replacement of the
existing cellular network structure. Rather it can be implemented in stages,
until the entire network structure has been upgraded to the SpectruCell
architecture.
We cannot be sure that we will be able to effectively compete with existing
wireless network companies or that we will gain acceptance for the SpectruCell
system.
GOVERNMENT REGULATION
The Company's proposed provision of wireless communications services is
subject to substantial government regulation. Federal law regulates interstate
and international telecommunications, while states have jurisdiction over
telecommunications that originate and terminate within the same state. Changes
in existing policies or regulations in any state or by the Federal
Communications Commission ("FCC") could have a material adverse effect on our
financial condition or results of operations. There can be no assurance that
the regulatory authorities in one or more states or the FCC will not take action
having an adverse effect on the business or financial condition or results of
operations of the Company.
RECENT DEVELOPMENTS
HIGH ALTITUDE AIRCRAFT OR SATELLITE IMPLEMENTATION
A European company recently expressed a high degree of interest in
SpectruCell operated from low altitude aerial mobile wireless networks for data
transmissions utilizing high altitude aircraft as technological platform.
Operators of one of the major low level satellite networks in eastern Europe
also expressed a high level of interest. Both of these companies expressed an
interest in utilizing the SpectruCell technology in their low level aerial
platform to create a truly wireless network for high speed data/voice and
Internet functionality.
<PAGE>
FORMATION OF ADVANCED GLOBAL COMMUNICATIONS, INC.
On July 20, 1999, Advanced Global Communications, Inc. ("AGC") was
incorporated in the State of Florida. AGC is a wholly-owned subsidiary of the
Company. AGC was formed for acting as the operational arm of the Company for
all United States based communications operations as well as the holding company
for all currently owned switching operations and proposed acquisitions.
In November 1999, AGC entered into an agreement with the Company, World IP
Incorporated, Sur Comunicaciones, S.A., Acinel, S.A. and the former shareholders
of World IP. Under the agreement, AGC agreed to purchase 51% of World IP's
common stock for $95,000 cash to be paid by January 12, 2000. In addition to
the cash paid for the stock, AGC will pay up to $60,000 to World IP which funds
will be used to open a point of presence in Venezuela. In addition, the Company
issued 500,000 shares of restricted common stock to the former shareholders of
World IP. Those shares may be adjusted up to 1,000,000 restricted shares upon
measuring the performance of World IP and its subsidiaries, Sur Comunicaciones
and Acinel.
BUSINESS HISTORY
ADVC was incorporated as a Nevada corporation on April 30, 1998. On April
7, 1999, the Company merged with Media Forum International Inc ("MFII"), a
Florida corporation, pursuant to which MFII was the surviving entity but
subsequently changed its name to Advanced Communication Technologies, Inc. This
transaction is known as a reverse acquisition. The company was established for
the development and production of the SpectruCell System.
Upon completion of the merger with MFII, the Company changed its trading
symbol and began trading on the Over-the-counter Bulletin Board maintained by
Nasdaq under the symbol "ADVC." On January 4, 1999, the NASD advised that all
OTCBB companies would be required to become "reporting companies" in accordance
with the rules and regulations of the Securities and Exchange Commission or be
subject to deletion from the OTCBB. The NASD provided a phase in schedule based
on each company's trading symbol on January 4, 1999. Since the Company's symbol
on January 4, 1999 was MFMI, the Company's stock was subject to delisting
effective February 10, 2000 if it had not become reporting. In January 2000,
ADVC acquired Smart Investment.com, Inc. ("SICI") through a stock exchange with
SICI's sole shareholder. Immediately upon completion of that acquisition, ADVC
elected successor issuer status in accordance with Rule 12g-3 promulgated under
the Securities Act of 1934, as amended, and consequently became a "reporting
company" in compliance with the NASD's requirements.
EMPLOYEES
As of December 31, 1999, we had four full-time employees and no part time
employees, not including the employees of any of our acquired organizations. Of
these employees, three work in our administrative offices and one works for AGC.
None of our employees is covered by any collective bargaining agreement. We
believe that our relations with our employees are good.
<PAGE>
FACILITIES
Our principal executive offices are located at 19200 Von Karman, Suite 500,
Irvine, California 92612. Rental payments on the lease were $1,250 per month
for a lease term of six months from July 24, 1999, which was extended and
amended on December 15, 1999 to increase the rental rate to $1,300 per month for
an additional six months. At the end of the lease terms for our rental space,
we believe that we can lease the same or comparable offices at approximately the
same monthly rate.
RISK FACTORS
In this section we highlight some of the risks associated with ADVC's business
and operations. Prospective investors should carefully consider the following
risk factors when evaluating an investment in the common stock offered by this
Reoffer Prospectus.
INVESTORS CANNOT DETERMINE POTENTIAL REVENUES, PROFITS OR FAILURES FROM OUR
HISTORY BECAUSE OUR BUSINESS HAS EXISTED FOR ONLY A SHORT PERIOD OF TIME. Our
executive officers commenced our major line of business relatively recently.
Accordingly, you can evaluate our business, and therefore our future prospects,
based only on a limited operating history. In addition, you must consider our
prospects in light of the risks and uncertainties encountered by companies in an
early stage of development in new and rapidly evolving markets.
WE HAVE NEVER BEEN PROFITABLE AND MAY NOT BE PROFITABLE IN THE FUTURE. We
have incurred losses in our business operation since our inception. We expect to
continue to lose money for the foreseeable future, and we do not know when we
will become profitable, if at all. Failure to achieve and maintain
profitability may adversely affect the market price of our common stock.
OUR AUDITORS HAVE ADVISED THAT WE HAVE TO OBTAIN ADDITIONAL CAPITAL TO
CONTINUE IN BUSINESS. Our auditors in their report included in our financial
statements have expressed doubt about our ability to continue as a going
company. That risk is primarily dependent on our ability to raise sufficient
money to undertake our business plan. If we do not continue as a business, our
stock would be worth substantially less.
WE MAY BE UNABLE TO MEET OUR CAPITAL REQUIREMENTS WHICH MAY SLOW DOWN OR
CURTAIL OUR BUSINESS PLANS . If our capital is insufficient to conduct our
business and if we are unable to obtain needed financing, we will be unable to
promote our Spectracell system, build out communications systems or otherwise
our competitive position. Since we intend to rapidly commence development and
completion of our system, it is certain that we will require additional capital.
We have not thoroughly investigated whether this capital would be available, who
would provide it, and on what terms. If we are unable to raise the capital
required to fund our growth, on acceptable terms, our business may be seriously
harmed or even terminated.
<PAGE>
THERE IS A LIMITED PUBLIC TRADING MARKET FOR OUR COMMON STOCK. Our Common
Stock presently trades on the Nasdaq over-the-counter bulletin board under the
symbol ADVC. There can be no assurance, however, that such market will
continue. There can be no assurance that any other market will be established
in the future. There can be no assurance that an investor will be able to
liquidate his or her investment without considerable delay, if at all. The
price of our Common Stock may be highly volatile.
COMPETITION. The wireless telecommunications industry is highly
competitive and affected by the introduction of new services by, and the market
activities of, major industry participants, including AT&T Corp., Pacific Bell,
Sprint and other wireless cellular carriers. Competition in the business is
based upon pricing, customer service, billing services and perceived quality.
Most of our competitors are substantially larger and have greater financial,
technical and marketing resources. Although we believe that we have the human
and technical resources to pursue our strategy and compete effectively in this
competitive environment, our success will depend upon our continued ability to
profitably provide high quality, high value services at prices generally
competitive with those charged by our competitors.
CONCENTRATION OF STOCK OWNERSHIP. As of December 31, 1999, the present
directors and executive officers, and their respective affiliates beneficially
owned approximately 34.9% of our outstanding common stock. As a result of their
ownership, the directors and executive officers and their respective affiliates
collectively are able to significantly influence all matters requiring
shareholder approval, including the election of directors and approval of
significant corporate transactions. This concentration of ownership may also
have the effect of delaying or preventing a change in control of the Company.
DEPENDENCE ON MANAGEMENT. Our success depends, to a significant extent,
upon certain key employees and directors, including primarily, Roger May. The
loss of services of one or more of these employees or director could have a
material adverse effect on our business. In addition, we have substantial need
for additional qualified management and marketing personnel. We believe that
our future success will also depend in part upon our ability to attract, retain
and motivate qualified personnel. There can be no assurance that we will be
successful in attracting and retaining such personnel. Competition for such
personnel is intense. We currently do not maintain a policy of key man life
insurance on any employees.
WE RELY ON LICENSES FOR OUR TECHNOLOGY. Our SpectruCell technology is operated
through a license with a related party. The license agreement provides for the
payment of certain fees and is limited to North and South America.
<PAGE>
"PENNY STOCK" ISSUES. The shares of the Common Stock are "penny stocks" as
defined in the Exchange Act, which are traded on the OTC Bulletin Board. As a
result, an investor may find it more difficult to dispose of or obtain accurate
quotations as to the price of the shares of the Common Stock being registered
hereby. In addition, the "penny stock" rules adopted by the Commission under
the Exchange Act subject the sale of the shares of the Common Stock to certain
regulations which impose sales practice requirements on broker-dealers. For
example, broker-dealers selling such securities must, prior to effecting the
transaction, provide their customers with a document that discloses the risks of
investing in such securities. Furthermore, if the person purchasing the
securities is someone other than an accredited investor or an established
customer of the broker-dealer, the broker-dealer must also approve the potential
customer's account by obtaining information concerning the customer's financial
situation, investment experience and investment objectives. The broker-dealer
must also make a determination whether the transaction is suitable for the
customer and whether the customer has sufficient knowledge and experience in
financial matters to be reasonably expected to be capable of evaluating the risk
of transactions in such securities. Accordingly, the Commission's rules may
limit the number of potential purchasers of the shares of the Common Stock.
If the Company can meet the listing requirements in the future, management
intends to apply to include the shares of the Common Stock being registered
hereby for quotation on The NASDAQ SmallCap Market operated by The NASDAQ Stock
Market. The Common Stock has not yet been approved for quotation on The NASDAQ
SmallCap Market and there can be no assurance that an active trading market will
develop or if such market is developed that it will be sustained. The NASDAQ
Stock Market recently approved changes to the standards for companies to become
listed on The NASDAQ SmallCap Market, including, without limitation, new
corporate governance standards, a new requirement that companies seeking listing
have net tangible assets of $2,000,000, market capitalization of $35,000,000 or
net income of $500,000 and other qualitative requirements. If the Company is
unable to satisfy the requirements for quotation on The NASDAQ SmallCap Market,
trading in the Common Stock being registered hereby would continue to be
conducted on the OTC Bulletin Board. Even if the shares of the Common Stock are
listed for quotation on The NASDAQ SmallCap Market, the market price of the
shares must remain above $5.00 per share or else such shares will be subject to
the "penny stock" rules of the Commission discussed above. If the market price
of such shares falls below $1.00 per share, such shares will be delisted from
The NASDAQ SmallCap Market and will once again be quoted on the OTC Bulletin
Board.
In addition to the recent changes in The NASDAQ SmallCap Market listing
requirements discussed above, the National Association of Securities Dealers,
Inc. (the "NASD") has recently announced changes in the requirements for
continued quotation on the OTC Bulletin Board. Essentially the new rules
require OTC Bulletin Board companies to file quarterly and annual reports,
required under the Exchange Act, with the Commission or appropriate banking or
insurance regulators. If companies currently quoted on the OTC Bulletin Board
do not comply with the new NASD rules, their shares will only be quoted in the
less automated "Pink Sheets", a system run by the National Quotation Bureau,
Inc. If for some reason the Company should not file its required reports
pursuant to the Exchange Act, it is possible that the Company would no longer be
eligible for quotation on the OTC Bulletin Board and would be relegated to the
"Pink Sheets", There can be no assurance that an active trading market will
develop for the shares of the Common Stock in the "Pink Sheets" or if such
market is developed that it will be sustained.
RESALE RESTRICTIONS. Various state securities laws impose restrictions on
transferring "penny stocks" and as a result, investors in the Common Stock may
have their ability to sell their shares of the Common Stock impaired. For
example, the Utah Securities Commission prohibits brokers from soliciting buyers
for "penny stocks", which makes selling them more difficult.
NO DIVIDENDS. The Company has never paid any cash dividends on its Common
Stock and does not anticipate paying cash dividends in the foreseeable future.
The payment of dividends by the Company will depend on its earnings, financial
condition and other business and economic factors affecting the Company at that
time as the Board of Directors may consider relevant. The Company currently
intends to retain any earnings to provide for the development and growth of the
Company.
<PAGE>
POTENTIAL REVENUE AND STOCK PRICE VOLATILITY. The Company's future
operating results may vary substantially from quarter to quarter. Revenues in
any quarter are substantially dependent on receipt of orders and installations
in that quarter and the Company's staffing and operating expenses are based on
anticipated revenue levels from these orders. Since a high percentage of this
Company's costs are fixed, the loss of any one order or the failure to obtain
new orders as existing orders are completed could cause significant fluctuations
in the Company's revenue and cash flow from quarter to quarter. Due to these
and other factors, including the general economy, stock market conditions or
announcements by the Company or its competitors, the market price of the Common
Stock may be highly volatile.
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS. Management believes that
this Reoffer Prospectus contains forward-looking statements, including
statements regarding, among other items, the Company's future plans and growth
strategies and anticipated trends in the industry in which the Company operates.
These forward-looking statements are based largely on the Company's control.
Actual results could differ materially from these forward-looking statements as
a result of factors described herein, including, among others, regulatory or
economic influences. In light of these risks and uncertainties, there can be no
assurance that the forward-looking information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.
USE OF PROCEEDS
ADVC will not receive any of the proceeds from the sale of shares of common
stock by the Selling Shareholders.
SELLING SHAREHOLDERS
The Shares of the Company to which this Reoffer Prospectus relates are being
registered for reoffers and resales by the Selling Shareholders, who acquired
the Shares pursuant to a compensatory benefit plan with ADVC for consulting
services they provided to ADVC. The Selling Shareholders may resell all, a
portion or none of such Shares from time to time.
The table below sets forth with respect to the Selling Shareholders, based upon
information available to the Company as of February 8, 2000, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number and percent of outstanding Shares that will be owned after the sale of
the registered Shares assuming the sale of all of the registered Shares.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
% OF SHARES
NUMBER OF NUMBER OF SHARES OWNED BY
SELLING SHARES OWNED REGISTERED BY NUMBER OF SHARES SHAREHOLDER
SHAREHOLDERS BEFORE SALE PROSPECTUS OWNED AFTER SALE AFTER SALE
- --------------------- --------------- ---------------- ----------------- --------------
M. Richard Cutler (1) 600,000 400,000 200,000 0.30%
</TABLE>
(1) Of such shares, 200,000 are held in the name of MRC Legal Services
Corporation. M. Richard Cutler is the sole shareholder of MRC Legal Services
Corporation.
<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholders may sell the Shares for value from time to time under
this Reoffer Prospectus in one or more transactions on the Over-the-Counter
Bulletin Board maintained by Nasdaq, or other exchange, in a negotiated
transaction or in a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at prices otherwise negotiated. The Selling Shareholders may effect
such transactions by selling the Shares to or through brokers-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Shareholders and/or the purchasers
of the Shares for whom such broker-dealers may act as agent (which compensation
may be less than or in excess of customary commissions).
The Selling Shareholders and any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the 1933 Act, and any commissions received by them and any
profit on the resale of the Shares sold by them may be deemed be underwriting
discounts and commissions under the 1933 Act. All selling and other expenses
incurred by the Selling Shareholders will be borne by the Selling Shareholders.
In addition to any Shares sold hereunder, the Selling Shareholders may, at the
same time, sell any shares of common stock, including the Shares, owned by him
or her in compliance with all of the requirements of Rule 144, regardless of
whether such shares are covered by this Reoffer Prospectus.
There is no assurance that the Selling Shareholders will sell all or any portion
of the Shares offered.
The Company will pay all expenses in connection with this offering other than
the legal fees incurred in connection with the preparation of this registration
statement and will not receive any proceeds from sales of any Shares by the
Selling Shareholders.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Jack H. Halperin, counsel to the Company. Mr. Halperin is the
beneficial owner of 244,000 shares of the Company's common stock.
EXPERTS
The balance sheets as of June 30, 1998, March 31, 1999 and June 30, 1999 and the
statements of operations, shareholders' equity and cash flows for the fiscal
years ended June 30, 1998 and June 30, 1999, and for the nine months ended March
31, 1999, of Advanced Communications Technologies, Inc. (and its predecessor
Media Forum International, Inc.), have been incorporated by reference in this
Registration Statement in reliance on the report of Weinberg & Company, P.A.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(i) Registrant's Form 8-K for an event on January 31, 2000, filed with the
Commission on February 4, 2000.
(ii) Registrant's Form 10-SB (in the name of Smart Investment.com, Inc., the
Company's successor) filed on December 10, 1999.
(iii) All other reports and documents subsequently filed by the Registrant
pursuant after the date of this Registration Statement pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference and to be a part hereof
from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Common Stock offered hereby will be
passed upon for the Company by Jack H. Halperin, counsel to the Company. Mr.
Halperin is the beneficial owner of 244,000 shares of the Company's common
stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation Laws of the State of Florida and the Company's Bylaws
provide for indemnification of the Company's Directors for liabilities and
expenses that they may incur in such capacities. In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee had no reasonable cause to believe were unlawful. Furthermore, the
personal liability of the Directors is limited as provided in the Company's
Articles of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The Shares were issued for consulting and advisory services rendered.
These sales were made in reliance of the exemption from the registration
requirements of the Securities Act of 1933, as amended, contained in Section
4(2) thereof covering transactions not involving any public offering or not
involving any "offer" or "sale".
ITEM 8. EXHIBITS
2.1 Articles of Incorporation of Media Forum International, Inc.
2.2 Second Amendment to Articles of Incorporation of Telenetworx, Inc.
2.3 Third Amendment to Articles of Incorporation of Media Forum
International, Inc.
2.4 Bylaws of the Company
5 Opinion of Jack H. Halperin.
10.1 Consulting Agreement with M. Richard Cutler dated January 31, 2000.
23.1 Consent of Weinberg & Company, P.A., independent public
accountants
23.2 Consent of Jack H. Halperin (contained in his opinion set forth as
Exhibit 5 hereto)
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that is meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on February 9, 2000.
ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.
/s/ Roger May
-------------------
By: Roger May
Its: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Roger May Chief Executive Officer, Chairman of the
- ------------------- Board and Director
Roger May
/s/ Wayne I. Danson Chief Financial Officer and Director
- ------------------------
Wayne I. Danson
/s/ Jonathan J. Lichtman Director
- -------------------------------
Jonathan J. Lichtman
/s/ Dr. Michael Finch Director
- ----------------------------
Dr. Michael Finch
/s/ Randall Prouty Director
- ------------------------
Randall Prouty
/s/ Wilbank J. Roche Director
- ----------------------------
Wilbank J. Roche
ARTICLES OF INCORPORATION
OF
MEDIA FORUM INTERNATIONAL, INC.
The undersigned incorporator hereby forms a corporation under Chapter 607
of the laws of the State of Florida.
ARTICLE I. NAME
----------------------
The name of the corporation shall be:
MEDIA FORUM INTERNATIONAL, INC.
The address of the principal office of this corporation shall be 1725 Northeast
164th Street, North Miami Beach, Florida 33162, and the mailing address of the
corporation shall be the same.
ARTICLE II. NATURE OF BUSINESS
----------------------------------------
This corporation may engage or transact in any or all lawful activities or
business permitted under the laws of the United States, the State of Florida or
any other state, country, territory or nation.
ARTICLE III. CAPITAL STOCK
-------------------------------------
The maximum number of shares of stock that this corporation is authorized
to have outstanding at any one time is 10,000,000 shares of common stock having
no par value per share.
<PAGE>
ARTICLE IV. REGISTERED AGENT
------------------------------------
The street address of the initial registered office of the corporation
shall be 1725
Northeast 164th Street, North Miami Beach, Florida 33162 and the name of the
initial registered agent of the corporation at that address is Burton Signer.
ARTICLE V. TERM OF EXISTENCE
--------------------------------
This corporation is to exist perpetually.
ARTICLES VI. DIRECTORS
-------------------------
<PAGE>
The corporate powers shall be exercised by or under the authority of, and
the business and affairs of the corporation managed under the direction of its
Board of Directors, subject to any limitation set forth in these Articles of
Incorporation. This corporation shall have one Director, initially. The name and
address of the initial member of the Board of Directors are:
Burton Signer 1725 Northeast 164th Street
Dir. North Miami Beach, Florida 33162
<PAGE>
ARTICLE VII. INCORPORATOR
-----------------------------
The name and street address of the incorporator to these Articles of
Incorporation:
Corporate Agents, Inc.
1201 Hays Street
Tallahassee, Florida 32301
The undersigned incorporator has executed these Articles of Incorporation
On March 6, 1997.
(Signature)
-----------------------
It's Agent, Deborah D. Skipper
Incorporator
<PAGE>
ACCEPTANCE OF REGISTERED AGENT
DESIGNATED IN THE ARTICLES OF INCORPORATION
Burton Signer, an individual residing in the state, having a business
office identical with the registered office of the corporation named below, and
having been designated as the Registered Agent in the above and foregoing
Articles of Incorporation of :
MEDIA FORUM INTERNATIONAL, INC.
Burton Signer is familiar with and accepts the obligations of the position
of Registered Agent under Section 607.0505, Florida Statutes.
By: (Signature)
Typed Name: Burton Signer
SECOND AMENDMENT TO
ARTICLES OF INCORPORATION OF
TELENETWORX, INC.
1. The name of the Corporation is TELENETWORX, INC., f/k/a MEDIA FORUM
INTERNATIONAL, INC., a Florida corporation (the "Corporation").
2. The Articles of Incorporation of Media Forum International, Inc.
were filed on March 6, 1997 with the Florida Department of State and was
assigned Document No. P07000020967.
3. Article 1 of the Articles of Incorporation of the Corporation is
hereby amended to read as follows:
ARTICLE I. NAME
---------------------
The name of the corporation shall be:
MEDIA FORUM INTERNATIONAL, INC.
The address of the principal office this corporation shall be 2245 Palm Beach
Lakes Blvd., Suite 220, West Palm Beach, Florida 33409, and the mailing address
of the corporation shall be the same.
4. Article III of the Articles of Incorporation of the Corporation is hereby
amended to read as follows:
ARTICLE III. CAPITAL STOCK
----------------------------------
The maximum number of shares of stock that this corporation is authorized
to have outstanding at any one time is 100,000,000 shares of common stock having
no par value per share.
5. The foregoing amendments were adopted by Shareholders of the Corporation
on March 25, 1999. The number of votes cast for the amendment was sufficient for
approval by the
Shareholders.
IN WITNESS WHEREOF, the undersigned President of the Corporation has
executed these Articles of Amendment this 6th day of April, 1999.
/s/ Nancy Needham
----------------------
Nancy Needham, President
THIRD AMENDMENT TO
ARTICLES OF INCORPORATION OF
MEDIA FORUM INTERNATIONAL, INC.
1. The name of the Corporation is MEDIA FORUM INTERNATIONAL, INC., a Florida
corporation (the "Corporation").
2. The Articles of Incorporation of Media Forum International, Inc. were
filed on March 6, 1997 with the Florida Department of State and were assigned
Document No. P07000020967.
3. Article I of the Articles of Incorporation of the Corporation is hereby
amended to
read as follows:
ARTICLE I. NAME
-----------------
The name of the Corporation shall be:
ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.
The address of the principal office of this Corporation shall be 307
East 51st Street, New York, New York 10022 and the mailing address
shall be the same as the principal office.
4. The foregoing amendments were adopted by the Shareholders of the
Corporation on March 25, 1999. The number of votes cast for the amendment was
sufficient for approval by the Shareholders.
IN WITNESS WHEREOF, the undersigned Chief Executive Officer of the
Corporation has executed these Articles of Amendment this 25th day of June,1999.
/s/ Roger May
----------------------
Roger May, Chief Executive Officer
BYLAWS
OF
ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.,
A FLORIDA CORPORATION
ARTICLE I. SHAREHOLDERS
-------------------------
Section 1. Annual Meeting. The Annual Meeting of Shareholders of the
---------------
Corporation shall be held in or out of the State of Florida during the month of
March each year at such date and time as shall be designated for any such
meeting by the Board of Directors for the purpose of electing Directors and for
the transaction of any proper business. The Board of Directors may designate in
the notice of Annual Meeting any place, either in or out of the State of
Florida, as the place of meeting for any Annual Meeting of the Shareholders. If
not so designated in the notice of Annual Meeting, the meeting shall be held at
the Corporation's principal office.
Section 2. Special Meetings. Special meetings of the Shareholders shall be
----------------
held if (a) called by the Board of Directors or (b) the holders of not less than
ten percent (10%) of all the votes entitled to be cast on any issue proposed to
be considered at the special meeting sign, date and deliver to the Corporation's
Secretary one or more written demands for the meeting describing the purpose or
purposes for which it is to be held. No business shall be transacted at any
special meeting unless such business is stated in the notice of the meeting as
one of the purposes of that special meeting. The Board of Directors (for special
meetings called by the Board of Directors) or an Officer of the Corporation (for
special meetings called by the Shareholders) may designate in the notice of
special meeting any place, either in or out of the State of Florida, as the
place of meeting for such special meeting of the Shareholders, If not so
designated in. the notice of special meeting, the meeting shall be held at the
Corporation's principal office.
<PAGE>
Section 3. Notice of Meeting. Notice of each Annual Meeting and special
-------------------
meeting of the Shareholders stating the date, time and place of the meeting and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called shall be delivered to each Shareholder of record entitled to vote at
such meeting, no fewer than ten (10) nor more than sixty (60) days before the
date of the meeting, either in person, by telegraph, telephone, teletype,
facsimile or other form of electronic communication, or by mail or courier
service, by or at the direction of the President, the Secretary, or the other
person(s) calling the meeting. If mailed, such notice must be by first class
mail, except if mailed thirty (30) days or more before the date of the meeting,
in which case it may be done by a class other than first class. Such notice
shall be deemed to be delivered when deposited in the United States Mail,
addressed to the Shareholder at his/her address as it appears on the stock
transfer books of the Corporation, with postage thereon prepaid. All other forms
of notice shall be effective when received. Notwithstanding the foregoing, no
notice of a meeting of the Shareholders need be given to a Shareholder if (a) an
annual report and proxy statements for two (2) consecutive Annual Meetings of
Shareholders or (b) all (and at least two (2)) checks in payment of dividends or
interest on securities during a twelve-month period, have been sent by
first-class United States mail, addressed to the Shareholder at her/his address
as it appears on the share transfer books of the Corporation, and returned
undeliverable. The obligation of the Corporation to give notice of a meeting of
the Shareholders to any such Shareholder shall be reinstated once the
Corporation has received a new address for such Shareholder for entry on its
share transfer books.
Section 4. Notice of Adjourned Meeting. If an Annual Meeting or special
-----------------------------
meeting of the Shareholders is adjourned to a different date, time or place, it
shall not be necessary to give any notice of the adjourned meeting if the date,
time and place to which the meeting is adjourned are announced at the meeting at
which the adjournment is taken, and any business may be transacted at the
adjourned meeting that might have been transacted on the original date of the
meeting. If a meeting is adjourned to a date more than one hundred twenty (120)
days after the date fixed for the original meeting, and the Board of Directors
fixes a new record date, notice of the adjourned meeting must be given to
persons who are Shareholders as of the new record date who are entitled to
notice of the meeting.
Section 5. Waiver of Notice. A Shareholder may waive any notice required by
----------------
any statute, the Articles of Incorporation or the Bylaws before or after the
date and time stated in. the notice. The waiver must be in writing signed by the
Shareholder entitled to such notice, and delivered to the Corporation. Neither
the business to be transacted at, nor the purpose of, any Annual Meeting or
special meeting of the Shareholders need be specified in any written waiver of
notice. Attendance of a Shareholder at a meeting shall constitute a waiver of
notice of such meeting, unless the Shareholder objects, at the beginning of the
meeting, to the transaction of any business. Attendance shall also constitute a
waiver of objection to consideration of a particular matter at the meeting that
is not within the purpose or purposes described in the meeting notice, unless
the Shareholder objects to considering the matter when it is presented.
Section 6. Voting Entitlement of Shares. Each outstanding share, regardless
----------------------------
of class, is entitled to one (1) vote on each matter submitted to a vote at a
meeting of Shareholders.
Notwithstanding the foregoing, the shares of the Corporation are not
entitled to vote if they are:
(a) owned, directly or indirectly, by a second corporation, domestic or
foreign, and the first corporation owns, directly or indirectly, a majority of
the shares entitled to vote for directors of the second corporation; or
(b) redeemable shares, after notice of redemption is mailed to the holders
thereof and a sum sufficient to redeem such shares has been deposited with a
bank, trust company, or other financial institution upon an irrevocable
obligation to pay the holders the redemption price upon surrender of the shares.
The Corporation may vote any shares held by it in a fiduciary capacity.
Section 7. Proxies. A Shareholder, other person entitled to vote on behalf
-------
of a Shareholder or attorney-in-fact may vote the Shareholder's share in person
or by proxy.
<PAGE>
A Shareholder may appoint a proxy to vote or otherwise act for such Shareholder
by signing an appointment form, either personally or by the Shareholder's
attorney-in-fact. A telegram or cablegram appearing to have been transmitted by
such person, or a photographic, photostatic, or equivalent reproduction of an
appointment form is a sufficient appointment form. An appointment of a proxy is
effective when received by the Secretary or other officer or agent authorized to
tabulate votes, and is valid for up to eleven (11) months unless a longer period
is expressly provided in the appointment form, regardless of the death or
incapacity of the Shareholder appointing a proxy (unless notice of the death or
incapacity is received by the Secretary or other officer or agent authorized to
tabulate votes before the proxy exercises the Shareholder's authority under the
appointment),
An appointment of a proxy is revocable by the Shareholder unless the
appointment form conspicuously states that it is irrevocable and the appointment
is coupled with an interest.
Section 8. Shareholder Quorum and Voting. A majority of the shares entitled
-----------------------------
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of Shareholders. This quorum requirement can be changed only by an
amendment to the Corporation's Articles of Incorporation. When a specified item
of business is required to be voted on by a class or series of stock, a majority
of the shares of such class or series shall constitute a quorum for the
transaction of such item of business by that class or series.
If a quorum exists, action on a matter other than the election of Directors
is approved if the votes cast by the holders of the shares represented at the
meeting and entitled to vote on the subject matter favoring the action exceed
the votes cast opposing the action.
After a quorum has been established at a meeting of the Shareholders, the
subsequent withdrawal of Shareholders, so as to reduce the number of shares
entitled to vote at the meeting below the number required for a quorum, shall
not affect the validity of any action taken at the meeting before or after such
withdrawal, or at any adjournment thereof.
Where a quorum is not present, the holders of a majority of the shares
represented, and who would be entitled to vote at a meeting if a quorum were
present, may adjourn such meeting from time to time.
Section 9. RecordDatean. Shareholder List. The Board of Directors of the
-------------------------------
Corporation shall fix a record date to determine the Shareholders entitled to
notice of a meeting of the Shareholders, to vote, or to take any other action.
Such record date may not be more than seventy (70) days before the meeting or
action requiring a determination of Shareholders and may not be a date preceding
the date upon which the resolution fixing the record date is adopted
After fixing a record date for a meeting, the Corporation shall prepare an
alphabetical list of the names arranged by voting group of all the Shareholders
who are entitled to notice of a meeting of the Shareholders, with the address
of, and the number and class and series, if any of shares held by, each such
Shareholder.
<PAGE>
The Shareholder list must be available for inspection by any Shareholder
for a period of ten (10) days prior to the meeting or such shorter time as
exists between the record date and the meeting and continuing through the
meeting, at the Corporation's principal office, at a place identified in the
meeting notice in the city where the meeting will be held, or at the office of
the Corporation's transfer agent or registrar. A Shareholder or her/his agent or
attorney is entitled on written demand to inspect the list during regular
business hours and at the Shareholder's expense, during the period it is
available for inspection, on the conditions that: (a) the Shareholder's demand
is made in good faith and for a proper purpose, (b) the Shareholder describes
with reasonable particularity the Shareholder's purpose and the records the
Shareholder desires to inspect and 8 the records are directly connected with the
Shareholder's purpose.
The Corporation shall make the Shareholder list available at the meeting,
and any Shareholder or her/his agent or attorney is entitled to inspect the list
at any time during the meeting or any adjournment,
The Shareholder list is prima facie evidence of the identity of
Shareholders entitled to examine the Shareholder list or to vote at a meeting of
Shareholders.
If the requirements of this section have not been substantially complied
with or if the Corporation refuses to allow a Shareholder or her/his agent or
attorney to inspect the Shareholder list before or at the meeting, the meeting
shall be adjourned until such requirements are complied with on the demand of
any Shareholder in person or by proxy who failed to get such access.
Refusal or failure to comply with the requirements of this section shall
not affect the validity of any action taken at such meeting.
Section 10. Action by Shareholders Without a Meeting. Any action required
----------------------------------------
or permitted to be taken at any Annual Meeting or special meeting of the
Shareholders may be taken without a meeting, without prior notice and without a
vote. To be effective, the action must be taken by the holders of outstanding
stock of each voting group entitled to vote thereon, having not less than the
minimum number of votes with respect to each voting group that would be
necessary to authorize or take such action at a meeting at which all voting
groups and shares entitled to vote thereon were present and voted. To be
effective, the action must also be evidenced by one or more written consents
describing the action taken, dated and signed by approving Shareholders having
the requisite number of votes of each voting group entitled to vote thereon, and
delivered to the Corporation at its principal office in the State of Florida,
its principal place of business, the Secretary of the Corporation, or another
officer or agent of the Corporation having custody of the book in which
proceedings of meetings of Shareholders are recorded. No written consent shall
be effective to take the corporate action referred to therein unless, within
sixty (60) days after the date of the earliest dated consent delivered in the
manner required by this section, written consents signed by the number of
holders required to take action is delivered to the Corporation by delivery as
set forth in this section.
Any written consent may be revoked prior to the date that the Corporation
receives the required number of consents to authorize the proposed action. No
revocation is effective unless in
<PAGE>
writing and until received by the Corporation at its principal office in the
State of Florida or its principal place of business, or received by the
Secretary of the Corporation or other officer or agent of the Corporation having
custody of the book in which proceedings of meetings of Shareholders are
recorded.
A consent signed under this section has the effect of a meeting vote and
may be described as such in any document, and shall be filed with the minutes of
proceedings of Shareholders. If the action to which the Shareholders consent is
such as would have required the filing of a certificate if such action had been
voted on by Shareholders at a meeting thereof, the certificate filed shall state
that written consent has been given in accordance with the provisions of this
section.
Within ten (10) days after obtaining such authorization by written consent,
notice must be given to those Shareholders who have not consented in writing or
who are not entitled to vote in the action. The notice shall fairly summarize
the material features of the authorized action and, if the action be a merger,
consolidation or sale or exchange of assets, the notice shall contain a clear
statement of the right of Shareholders dissenting therefrom to be paid the fair
value of their shares upon compliance with the provisions of the Florida
Business Corporation Act regarding the rights of dissenting Shareholders.
ARTICLE II. DIRECTORS
---------------------
Section 1. Requirement for and Duties of Board of Directors. Except as
---------------------------------------------------
otherwise provided by the Corporation's Articles of Incorporation, all
corporate powers shall be exercised by or under the authority of, and
the business and affairs of the Corporation shall be managed under the
direction of, the Board of Directors.
Section 2. Qualifications and Number of Directors. Directors must be
------------------------------------------
natural persons who are eighteen (18) years of age or older, but need not be
residents of the State of Florida or shareholders of the Corporation. The Board
of Directors must consist of one (1) or more individuals. From time to time, the
number of Directors may be increased or decreased by resolution of the Board of
Directors.
Section 3. Election and Terms of Directors. Directors shall be elected by a
-------------------------------
plurality of the votes cast by the shares entitled to vote at the first Annual
Meeting of Shareholders and at each Annual Meeting thereafter.
The terms of the initial Directors of the Corporation expire at the first
Annual Meeting of Shareholders. The terms of all other Directors expire at the
next Annual Meeting of Shareholders following their election. Despite the
expiration of a Director's term, s/he continues to serve until the Director's
successor is elected and qualifies or until there is a decrease in the number of
Directors.
Section 4. Resignations of Directors. A Director of the Corporation may
---------------------------
resign at any time by delivering written notice to the Board of Directors, the
Chairman of the Board of Directors, or the Corporation. Such resignation shall
take effect when the notice is delivered unless the notice
<PAGE>
specifies a later effective date. If a resignation is made effective at a later
date, the Board of Directors may fill the pending vacancy before the effective
date if the Board of Directors provides that the successor does not take office
until the effective date.
Section 5. Removal of Directors. Any Director may be removed with or
----------------------
without cause by the Shareholders at a meeting of the Shareholders, provided the
notice of the meeting states that the purpose, or one of the purposes, of the
meeting is removal of the Director.
Section 6. Vacancies. Any vacancy occurring in the Board of Directors,
---------
including any vacancy created by reason of an increase in the number of
Directors, may be filled by the affirmative vote of a majority of the remaining
Directors, though less than a quorum of the Board of Directors, or by the
Shareholders. The term of a Director elected to fill a vacancy expires at the
next meeting of the Shareholders at which Directors are elected.
Section 7. Compensation of Directors. The Board of Directors may pay each
-------------------------
Director a stated salary as such or a fixed sum for attendance at meetings of
the Board of Directors or any committee thereof, or both, and may reimburse each
Director for her/his expenses of attendance at each meeting. The Board of
Directors may also pay to each such Director rendering services to the
Corporation not ordinarily rendered by Directors, as such, special compensation
appropriate to the value of such services, as determined by the Board of
Directors, from time to time. None of these payments shall preclude any Director
from serving the Corporation in any other capacity and receiving compensation
therefor. The Board of Directors may determine the compensation of a Director
who is also an Officer for service as an Officer as well as for service as a
Director.
Section 8. Meetings. The Board of Directors may hold regular or special
---------
meetings in or out of the State of Florida. Notice of any adjourned meeting
shall be given to the Directors who were not present at the time of the
adjournment and, unless the time and place of the adjourned meeting are
announced at the time of adjournment, to the other Directors. Meetings of the
Board of Directors may be called by the Chairman of the Board, the President or
any two (2) Directors. Directors shall be deemed present at a meeting of the
Board of Directors if a conference telephone or similar communications equipment
is used by means of which all persons participating in the meeting may
simultaneously hear each other.
Section 9. Action by Directors Without a Meeting. Any action required or
--------------------------------------
permitted to be taken by the Board of Directors at a Board of Directors' meeting
may be takers without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the Directors. A signed Consent has
the effect of a meeting vote and may be described as such in any document. Any
such action taken is effective when the last Director signs the Consent, unless
the Consent specifies a different effective date.
Section 10. Notice of Meetings. Regular meetings of the Board of Directors
------------------
may be held without notice of the date, time, place, or purpose of the meeting.
Special meetings of the Board of Directors must be preceded by at least one (1)
day's notice of the date, time, and place of the meeting. The notice need not
describe the purpose of the special meeting. Notice may be communicated in
person or by telephone (where oral notice is reasonable under the
circumstances),
<PAGE>
by telecopy, telegraph, teletype or other form of electronic communication, or
by mail. Written notice is effective at the earlier of receipt or five (5) days
after deposit in the United States mail.
Section 11. Waiver of Notice. A Director may waive the requirement of
------------------
notice of a special meeting of the Board of Directors by signing a waiver of
notice either before or after the meeting, The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting and a waiver of any
and all objections to the place or time of such meeting or the manner in which
it has been called or convened, except when at the beginning of the meeting or
promptly upon arrival at the meeting, the director states any objection to the
transaction of business because the meeting is not lawfully called or convened.
Section 12. Quorum and Voting. A majority of the Directors shall constitute
-----------------
a quorum for the transaction of business at any meeting of the Board of
Directors; but if less than such majority is present at the meeting, a majority
of the Directors present may adjourn such meeting to another time and place
without further notice.
The affirmative vote of the majority of the Directors present at a meeting
at which a quorum is present and where a vote is taken shall be the act of the
Board of Directors. A Director who is present at a meeting of the Board of
Directors; at which corporate action is taken is presumed to have assented to
the action taken unless the Director votes against or abstains from such action
or objects at the beginning of the meeting (or promptly upon his/her arrival) to
holding it or transacting specified business at the meeting.
Section 13. Committees. The Board of Directors, by resolution adopted by a
----------
majority of the full Board of Directors, may designate from among its members an
executive committee and one (1) or more other committees each of which, to the
extent provided in such resolution, shall have and may exercise all the
authority of the Board of Directors, except as limited by the Articles of
Incorporation, these Bylaws or law, Sections of these Bylaws which govern
meetings, notice and waiver of notice, and quorum and voting requirements of the
Board of Directors apply to committees and their members as well. Action
required or permitted to be taken at a committee meeting way be taken without a
meeting if the action is taken by all members of the committee. The action must
be evidenced by one (1) or more written consents describing the action taken and
signed by each committee member. Committee members shall be deemed present at a
committee meeting if a conference telephone or similar communications equipment
is used by means of which all persons participating in the meeting may
simultaneously hear each other. Each committee must have two (2) or more members
who serve at the pleasure of the Board of Directors. The Board, by resolution
adopted by a majority of the full Board of Directors, may designate one (1) or
more Directors as alternate members of any such committee who may act in the
place and stead of any absent member or members at any meeting of such
committee.
<PAGE>
Section 14. General Standard for Directors. A Director shall perform
---------------------------------
her/his duties as a Director, including her/his duties as a member of a
committee: (a) in good faith, (b) in a manner the Director reasonably believes
to be in the best interest of the Corporation, and 8 with the care an ordinarily
prudent person in a like position would exercise under similar circumstances. In
<PAGE>
performing her/his duties, a Director is entitled to rely on information,
opinions, reports or statements, including financial statements and other
financial data, if prepared or presented by:
(a) One or more Officers or employees of the Corporation who the
Director reasonably believes to be reliable and competent in the matters
present,
(b) Legal counsel, public accountants, or other persons as to matters
which the Director reasonably believes are within such person's professional or
expert competence, or
(c) A committee of the Board of Directors of which the Director is not a
member if the Director reasonably believes the committee merits confidence.
A Director shall not be considered to be acting in good faith if the Director
has knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted. In performing her/his duties, a Director may
consider such factors as the Director deems relevant, including the long-term
prospects and interests of the Corporation and its Shareholders, and the social,
economic, legal, or other effects of any action on the employees, suppliers, and
customers of the Corporation or its subsidiaries, the communities and society in
which the Corporation or its subsidiaries operate, and the economy of the state
and the nation.
Section 15 . Director for Conflicts of Interest. No contract or other
-------------------------------------
transaction between the Corporation and one (1) or more of its Directors or any
other corporation, firm, association or entity in which one (1) or more of its
Directors are directors or officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because such
Director or Directors are present at the meeting of the Board of Directors or a
committee thereof that authorizes, approves or ratifies such contract or
transaction or because her/his/their votes are counted for such purpose if:
(a) The fact of such relationship or interest is disclosed or known to the
Board of Directors or committee that authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested Directors; or
(b) The fact of such relationship or interest is disclosed or known to the
Shareholders entitled to vote, and they authorize, approve or ratify such
contract or transaction by vote or written consent; or
(c ) The contract or transaction is fair and reasonable as to the
Corporation at the time it is authorized by the Hoard of Directors, a committee
or the Shareholders.
Common or interested Directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or a committee thereof that
authorizes, approves or ratifies such contract or transaction. A conflict of
interest transaction is authorized, approved, or ratified if it receives the
vote of a majority of the shares entitled to be counted under this section.
Shares owned by or voted under the control of a Director who has a relationship
or interest in a conflict of interest
transaction may not be counted in a vote of Shareholders to determine whether to
authorize, approve, or ratify a conflict of interest transaction. A majority of
the shares, whether or not present, that are entitled to be counted in a vote on
a conflict of interest transaction constitutes a quorum for the purpose of
taking action under this section.
<PAGE>
Section 16. Loans to Officers, Directors, and Employees' Guaranty of
-------------------------------------------------------------
Obligations. The Corporation may lend money to, guarantee any obligation of, or
------
otherwise assist any Officer, Director, or employee of the Corporation or any of
its subsidiaries, whenever, in the judgment of the Board of Directors, such
loan, guaranty, or assistance may reasonably be expected to benefit the
Corporation. The loan, guaranty, or other assistance may be with or without
interest and may be unsecured or secured in such manner as the Board of
Directors shall approve, including, without limitation, a pledge of shares of
stock of the Corporation.
Section 17. LiabilityforUnlawful Distributions. A Director who votes for or
----------------------------------
assents to a distribution made in violation of the Articles of Incorporation or
an unlawful distribution as defined in this section is personally liable to the
Corporation for the amount of the distribution that exceeds what could have been
distributed without violating the Articles of Incorporation or without
constituting an unlawful distribution if it is established that s/he did not
adhere to the general standards for Directors. An "unlawful distribution" is one
that would have the result that (a) the Corporation would not be able to pay its
debts as they become due in the usual course of business or (b) the
Corporation's total assets would be less than the sum of its total liabilities
plus the amount that would be needed, if the Corporation were to be dissolved at
the time of the distribution, to satisfy the preferential rights upon
dissolution of Shareholders whose preferential rights are superior to those
receiving the distribution.
ARTICLE III. OFFICERS
---------------------
Section 1. Officers. The Officers of the Corporation shall include a
---------
President, a Secretary, and a Treasurer, each of whom shall be appointed by the
Board of Directors. The Board of Directors, at its discretion, may also choose a
Chairman of the Board of Directors (who must be a Director). Such other
officers, assistant officers and agents as may be deemed necessary may be
appointed by the Board of Directors. The Board of Directors shall delegate to
one of the Officers the responsibility for preparing minutes of the meetings of
the Shareholders or Directors and for authenticating records of the Corporation.
Any two or more offices may be held by the same person.
Section 2. Appointment and Term of Office. The Officers of the Corporation
------------------------------
shall be appointed at the Organizational Meeting and at each Annual Meeting of
the Shareholders following the appointment of Directors. Each Officer shall hold
office until the appointment of Directors at the next Annual Meeting of the
Shareholders. Despite the expiration of an Officer's term, such Officer will
continue to serve until her/his successor is appointed and qualifies.
Section 3. Resignation and Removal of Officers. An Officer may resign at
------------------------------------
any time by delivering notice to the Corporation. A resignation is effective
when the notice is delivered unless the notice specifies a later effective date.
If a resignation is made effective at a later date and the
<PAGE>
Corporation accepts the future effective date, the Board of Directors may fill
the pending vacancy before the effective date if the Board of Directors provides
that the successor does not take office until the effective date. The Board of
Directors may remove any Officer at any time with or without cause. The
appointment of an Officer does not itself create rights. An Officer's removal
does not affect the Officer's contract rights, if any, with the Corporation. An
Officer's resignation does not affect the Corporation's contract rights, if any,
with the Officer.
Section 4. Vacancies. A vacancy in any office may be filled by the Board of
---------
Directors for the unexpired portion of the term.
<PAGE>
Section 5. Salaries. The salaries of the Officers shall be fixed by the
--------
Board of Directors and no Officer shall be prevented from receiving such salary
by reason of the fact that the Officer is also a Director of the Corporation.
Section 6. Chairman. The Chairman, if one has been appointed by the Board
--------
of Directors, shall preside, when available, at all meetings of the Shareholders
and the Board of Directors. He shall have general executive powers as well as
the specific powers conferred by these Bylaws and s/he shall also have and may
exercise such further powers and duties as from time to time may be conferred
upon or assigned to her/him by the Board of Directors.
Section 7. President. The President shall be the chief executive officer of
---------
the Corporation, and, under the direction of the Board of Directors, shall have
general responsibility for the management and direction of the business,
properties and affairs of the Corporation. The President shall have general
executive powers, including all powers required by law to be exercised by a
president of a corporation as such, as well as the specific powers conferred by
these Bylaws or by the Board of Directors.
Section 8. Vice President. In the absence of the President or in the event
--------------
of her/his death, inability or refusal to act, the Vice President, if one has
been appointed by the Board of Directors (or in the event there is more than one
(1) Vice President, the Vice Presidents in the order of their appointment),
shall perform the duties of the President, and when so acting shall have all the
powers of and be subject to all the restrictions upon the President.
Each Vice President shall have general executive powers as well as the
specific powers conferred by these Bylaws. Each Vice President shall also have
such further powers and duties as may from time to time be conferred upon, or
assigned to, her/him by the Board of Directors or the President.
Section 9. Secretary. The Secretary shall (a) keep the minutes of the
---------
proceedings of the Board of Directors and the Shareholders in one (1) or more
books provided for that, purpose, (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law, (c) be
custodian of the corporate records and affix the corporate seal to all documents
authorizing the use of the corporate seal, (d) be the registrar of the
Corporation and keep a register of the mailing address of each Shareholder,
which address shall be furnished to the Secretary by the Shareholders, (e) have
charge of the stock transfer books of the Corporation, and (f) in general
<PAGE>
perform all duties incident to the office of Secretary and such other duties
assigned to the Secretary by the President or by the Board of Directors.
Section 10. Treasurer. The Treasurer shall (a) have charge and custody of
---------
and be responsible for all funds and securities of the Corporation, (b) receive
and give receipts for monies due and payable to the Corporation from any source
whatsoever, and deposit all such monies in the name of the Corporation in such
banks, trust companies or other depositaries as the Board of Directors may
select, and 8 in general perform all of the duties assigned to the Treasurer by
the President or by the Board of Directors. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful discharge of her/his
duties in such sum and with such surety or sureties as the Board of Directors
shall determine.
Section 11. Assistant Secretaries and Assistant Treasurers. If appointed, the
-----------------------------------------------
Assistant Secretaries and Assistant Treasurers shall perform such duties as
shall be assigned to them respectively by the President or by the Board of
Directors.
<PAGE>
ARTICLE IV. SHARE CERTIFICATES
------------------------------
Section 1. Share Certificates. Certificates representing shares of the
-------------------
Corporation shall be in such form as shall be determined by the Board of
Directors in accordance with the Florida Business Corporation Act. The share
certificates shall state the name of the Corporation and that the Corporation is
organized under the laws of the State of Florida; the name of the person to whom
issued; and the number and class of shares and the designation of the series, if
any, the certificate represents. The certificates shall be signed (either
manually or in facsimile) by the President or a Vice President and by the
Secretary or an Assistant Secretary and may be sealed with. the corporate seal
or a facsimile thereof. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation. No certificate
shall be issued for any share until such share is fully paid. Consideration in
the form of a promise to pay money or to perform services is received by the
Corporation at the time of the making of the promise, unless the agreement
specifically provides otherwise,
Section 2. Transfer of Shares. The Corporation or its duly authorized agent
------------------
shall register a share certificate presented to it for transfer if (a) the
certificate is endorsed or the instruction was originated by the appropriate
person or persons, (b) reasonable assurance is given that those endorsements or
instructions are genuine and effective,(c)the Corporation or its duly authorized
agent has no duty as to adverse claims or has discharged the duty, (d) any
applicable law relating to the collection of taxes has been complied with, and
(e) the transfer is in fact rightful or is to a purchaser for value in good
faith and without notice of any adverse claim. Any new certificate shall be
issued only upon surrender of the old certificate, which shall be cancelled upon
the issuance of the new certificate. The person whose name appears as
Shareholder on the books of the Corporation shall be deemed by the Corporation
to be the owner of the shares for all purposes.
<PAGE>
Section 3. Lost Destroyed and Stolen Share Certificates. If the owner of a
--------------------------------------------
share certificate claims the share certificate has been lost, destroyed or
wrongfully taken, the Corporation or its duly authorized agent shall issue a new
share certificate in the place of the original share certificate if the owner
(a) requests the issuance of a new share certificate before the Corporation or
its duly authorized agent has notice that the share certificate has been
acquired by a purchaser for value in good faith and without notice of any
adverse claim, (b) files with the Corporation or its duly authorized agent a
sufficient indemnity bond, and (c) satisfies any other reasonable requirements
imposed by the Corporation or its duly authorized agent.
ARTICLE V. RECORDS A REPORTS
----------------------------
Section 1. Corporate Records. The Corporation shall keep, as permanent
------------------
records, minutes of all meetings of its Shareholders and Board of Directors, a
record of all actions taken by the Shareholders or Board of Directors without a
meeting, and a record of all actions taken by a committee of the Board of
Directors in place of the Board of Directors on behalf of the Corporation.
The Corporation shall maintain accurate accounting records and a record of its
Shareholders in a form that permits preparation of a list of the names and
addresses of all Shareholders in alphabetical order by class of shares and
showing the number and series of shares held by each. The Corporation shall
maintain its records in written form or in another form capable of conversion
into written form within a reasonable time.
The Corporation shall keep a copy of the following records:
(a) Its Articles or Restated Articles of Incorporation and all amendments to
them currently in effect;
(b) Its Bylaws or Restated Bylaws and all amendments to them currently in
effect;
(c) Resolutions adopted by its Board of Directors creating one (1) or more
classes or series of shares
and fixing their relative rights, preferences, and limitations, if shares issued
pursuant to those resolutions are outstanding;
(d) The minutes of all meetings of the Shareholders and records of all
action taken by Shareholders without a meeting for the past three (3) years;
(e) Written communications to all Shareholders generally or all Shareholders
of a class or series
within the past three (3) years, including the financial statements furnished to
Shareholders under the Florida Business Corporation Act for the past three (3)
years;
(f) A list of the names and business street addresses of its current
Directors and Officers; and
(g) Its most recent Annual Report delivered to the Department of State.
<PAGE>
Section 2. Inspection of Records by Shareholders. Any Shareholder is
-----------------------------------------
entitled to inspect and copy, during regular business hours at the Corporation's
principal office, any of the records of the Corporation described in the
preceding section if s/he gives the Corporation written notice of her/his demand
at least five (5) business days before the date on which s/he wishes to inspect
and copy.
Any Shareholder is entitled to inspect and copy, during regular business
hours at a reasonable location specified by the Corporation, any of the
following records of the Corporation if the Shareholder meets the requirements
of the following paragraph and gives the Corporation written notice of her/his
demand at least five (5) business days before the date on which s/he wishes to
inspect and copy:
(a) Excerpts from minutes of any meeting of the Hoard of Directors, records
of any action of a
committee of the Board of Directors while acting in place of the Board of
Directors on behalf of the Corporation, minutes of any meeting of the
Shareholders, and records of action taken by the Shareholders or Board of
Directors without a meeting, to the extent not subject to inspection under the
preceding section;
(b) Accounting records of the Corporation;
(c) The record of Shareholders; and
(d) Any other books and records.
Any Shareholder may inspect and copy the records described in the preceding
paragraph only if (i) the Shareholder's demand is made in good faith and for a
proper purpose, (ii) the Shareholder describes with reasonable particularity
her/his purpose and the records the Shareholder desires to inspect, and (iii)
the records are directly connoted with the Shareholder's purpose. For purposes
of this section, a "proper purpose" means a proper purpose reasonably related to
such person's interest as a Shareholder.
The Corporation may deny any such demand for inspection if the demand was
made far an improper purpose, or if the demanding Shareholder has within two (2)
years preceding the demand sold or offered for sale any list of shareholders of
the Corporation or any other corporation, has aided or abetted any person in
procuring any list of shareholders for any such purpose, or has improperly used
any information secured through any prior examination of the records of the
Corporation or any other corporation.
If the Corporation's principal office is outside of Florida, any
Shareholder is entitled to inspect and copy, during regular business hours, at a
reasonable location in Florida specified by the Corporation, a copy of the
Corporation's Bylaws or Restated Bylaws and all amendments to them currently in
effect and a list of the names and business street addresses of the current
Directors and Officers, if the Shareholder gives the Corporation written notice
of her/his demand at least fifteen (15) business days before the date on which
the Shareholder wishes to inspect and copy.
<PAGE>
Section 3. Financial Statements for Shareholders. Unless modified by
----------------------------------------
resolution of the Shareholders within one hundred twenty (120) days after the
close of each fiscal year, the Corporation shall furnish its Shareholders annual
financial statements, which may be consolidated or combined statements of the
Corporation and one or more of its subsidiaries, as appropriate, which
statements include a balance sheet as of the end of the fiscal year, an income
statement for that year, and a statement of cash flows for that year. If
financial statements are prepared for the Corporation on the basis of generally
accepted accounting principles, the annual financial statements must also be
prepared on that basis.
If the annual financial statements are reported upon by a public
accountant, the accountant's report must accompany them. If not, the statements
must be accompanied by a statement of the President or the person responsible
for the Corporation's accounting records:
(a) Stating her/his reasonable belief whether the statements were
prepared on the basis of generally accepted accounting principles and, if not,
describing the basis of preparation; and
(b) Describing any respects in which the statements were not prepared on a
basis of
accounting consistent with the statements prepared for the preceding year.
The Corporation shall mail the annual financial statements to each
Shareholder within one hundred twenty (120) days after the close of each fiscal
year or within such additional time thereafter as is reasonably necessary to
enable the Corporation to prepare its financial statements if, for reasons
beyond the Corporation's control, it is unable to prepare its financial
statements within the prescribed period. Thereafter, on written request from a
Shareholder who was not mailed the statements, the Corporation shall mail the
Shareholder the latest annual financial statements.
Section 4. Other Reports to Shareholders. If the Corporation indemnifies or
-----------------------------
advances expenses with regard to any proceeding to any Director, Officer,
employee, or agent otherwise than by court order or action by the Shareholders
or by an insurance carrier pursuant to insurance maintained by the Corporation,
the Corporation shall report the indemnification or advance in writing to the
Shareholders with or before the notice of the next meeting of the Shareholders,
or prior to such meeting if the indemnification or advance occurs after the
giving of such notice but prior to the time such meeting is held, which report
shall include a statement specifying the persons paid, the amounts paid, and the
nature and status at the time of such payment of the litigation or threatened
litigation.
If the Corporation issues or authorizes the issuance of shares for promises
to reader services in the future, the Corporation shall report in writing to the
Shareholders the number of shares authorized or issued, and the consideration
received by the Corporation, with or before the notice of the next meeting of
the Shareholders.
Section 5. Annual deports. The Corporation shall file with the Department
---------------
of State of the
<PAGE>
State of Florida, between January 1 and May 1, inclusive, of the year following
the calendar year in which the Corporation was incorporated and of every
year thereafter, a sworn report, on such forms and containing such
information as the Department of State may prescribe. The information
contained in the Annual Report must be current as of the date the Annual Report
is executed on behalf of the Corporation.
ARTICLE VI., MISCELLANEOUS
--------------------------
Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on
-----------
January 1 of each calendar year and end on December 31 of the same calendar
year.
Section 2. Dividends. The Board of Directors may, from time to time,
----------
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terns, conditions and limitations provided by the Florida
Business Corporation Act.
Section 3. Corporate Seal. The Board of Directors shall. obtain a corporate
--------------
seal, which shall be circular in form and shall have inscribed thereon the name
of the Corporation and the state of incorporation, or shall obtain a facsimile
of the seal.
Section 4. Execution of Instruments. All bills, notes, checks, other
---------------------------
instruments for the payment of money, agreements, indentures, mortgages,
deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified, delivered or
accepted on behalf of the Corporation by the President, any Vice President,
the Secretary or the Treasurer. Any such instruments may also be
signed, executed, acknowledged, verified, delivered or accepted on behalf of the
Corporation in such other manner and by such other Officers, employees or
agents of the Corporation as the Board of Directors may direct.
Section 5. Indemnification of Officers, Directors, Employees and Agents.
-------------------------------------------------------------
The Corporation may indemnify any person who was or is a party to any
proceeding:
(a) other than an action by or in the right of the Corporation by
reason of the fact that s/he is or was a Director, Officer, employee or
agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against liability
incurred in connection with such proceeding including any appeal thereof,
if s/he acted in good faith and in a manner s/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, had no reasonable
cause to believe her/his conduct was unlawful. The termination of any
proceeding by judgment, order, settlement or conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner that s/he reasonably
believed to be in, or not opposed to, the best interests of the Corporation
or, with respect to any criminal action or proceeding, had reasonable cause to
believe that her/his conduct was unlawful; and
(b) by or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that s/he is or was a Director, Officer, employee or
agent of the Corporations, or is or was
<PAGE>
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses and amounts paid in settlement not exceeding, in
the judgment of the Board of Directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof. Such
indemnification shall be authorized if such person acted in good faith and in a
manner s/he reasonably believed to be in, or not opposed to, the best interests
of the Corporation, except that no indemnification shall be made under this
subsection in respect of any claim, issue, or matter as to which such person
shall have been adjudged to be liable unless, and only to the extent that, the
court in which such proceeding was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses that such court shall
deem proper.
To the extent that a Director, Officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
proceeding referred to in subsections (a) or (b), or in defense of any claim,
issue or matter therein, s/he shall be indemnified against expenses actually and
reasonably incurred by her/him in connection therewith.
Any indemnification under subsections (a) or (b), unless pursuant to a
determination by a court, shall be made by the Corporation only as authorized in
the specific case upon a determination that indemnification of the Director,
Officer, employee or agent is proper in the circumstances because s/he has met
the applicable standard. of conduct set forth in subsections (a) or (b). Such
determination shall be made (i) by the Board of Directors by a majority vote of
a quorum consisting of Directors who were not parties to such proceeding, (ii)
if such a quorum is not obtainable or, even if obtainable, by a majority vote of
the committee duly designated by the Board of Directors (in which vote Directors
who are parties may participate) consisting solely of two (2) or more Directors
not at the time parties to the proceeding, (iii) by independent legal counsel
(x) selected by the Board of Directors prescribed in subsection (i) or the
committee prescribed in subsection (ii); or (y) if a quorum of the Directors
cannot be obtained for subsection (i) and the committee cannot be designated
under subsection (ii), selected by majority vote of the full Board. of Directors
(in which Directors who are parties may participate); or (iv) by the
Shareholders by a majority vote of a quorum consisting of Shareholders who were
not parties to such proceeding or, if no such quorum is obtainable, by a
majority vote of Shareholders who were not parties to such proceeding.
Evaluation of the reasonableness of expenses and authorization of
indemnification shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination of permissibility
is made by independent legal counsel, persons specified by the preceding
paragraph shall evaluate the reasonableness of expenses and may authorize
indemnification.
Expenses incurred by an Officer or Director in defending a civil or
criminal proceeding may be paid by the Corporation in advance of the final
disposition of such proceeding upon receipt of an undertaking by or on behalf of
such Director or Officer to repay such amount if s/he is ultimately found not to
be entitled to indemnification by the Corporation pursuant to this section.
Expenses
<PAGE>
incurred by other employees and agents may be paid in advance upon such terms or
conditions as the Board of Directors deems appropriate.
The indemnification and advancement of expenses provided pursuant to this
section are not exclusive. The Corporation may make any other or further
indemnification or advancement of expenses to any of its Directors, Officers,
employees, or agents, under any bylaw, agreement, vote of Shareholders or
disinterested Directors, or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office. However, indemnification or advancement of expenses shall not be made to
or on behalf of any Director, Officer, employee, or agent if a judgment or other
final adjudication establishes that her/his actions, or omissions to act, were
material to the cause of action so adjudicated and constitute:
(a) A violation of the criminal law, unless the Director, Officer, employee
or agent had reasonable cause to believe her/his conduct was lawful
or had no reasonable cause to believe her/his conduct was unlawful;
(b) A transaction from which the Director, Officer, employee, or agent
derived an improper personal benefit;
(c) In the case of a Director, a circumstance under which liability for
unlawful distributions may exist; or
(d) Willful misconduct or a conscious disregard for the best interests of
the Corporation in a proceeding by or in the right of the Corporation to
procure a judgment in its favor or in a proceeding by or in the right
of a Shareholder.
Indemnification and advancement of expenses as provided in this section
shall continue unless otherwise provided when authorized or ratified, as to a
person who has ceased to be a Director, Officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person, unless otherwise provided when authorized or ratified.
For purposes of this section:
(a) The term "Corporation" includes, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger, so that any person who
is or was a director, officer, employee, or agent of a constituent
corporation. or is or was serving at the request of a constituent corporation
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, is in the same position under
this section with respect to the resulting or surviving corporation as s/he
would have with respect to such constituent corporation if its separate
existence had continued.
(b) The term "other enterprises" includes employee benefit plans;
(c) The term "expenses" includes counsel fees, including those for appeal;
<PAGE>
(d) The term "liability" includes obligations to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to any employee
benefit plan), and expenses actually and reasonably incurred with respect
to a proceeding;
(e) The term "proceeding" includes any threatened, pending, or completed
action, suit, or other type of proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal;
(f) The term "agent" includes a volunteer;
(g) The term "serving at the request of the corporation" includes any
service as a Director, Officer, employee, or agent of the Corporation
that imposes duties on such persons, including duties relating to an employee
benefit plan and its participants or beneficiaries; and
(h) The term "not opposed to the best interest of the Corporation" describes
the actions of a person
who acts in good faith and in a manner s/he reasonably believes to be in the
best interests of the participants and beneficiaries of an employee benefit
plan.
The Corporation may purchase and maintain insurance on behalf of any person
who is or was a Director, Officer, employee, or agent of the Corporation or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against her/him or incurred by
her/him in any such capacity or arising out of her/his status as such, whether
or not the Corporation would have the power to indemnify her/him against such
liability under the provisions of this section.
ARTICLE V11, AMENDMENTS
-----------------------
Section 1. ByLaws. The Shareholders may amend or repeal these Bylaws. The
-----
Board of Directors may also amend or repeal these Bylaws without Shareholder
action unless otherwise provided in the Florida Business Corporation Act.
Section 2. Articles of Incorporation. The Board of Directors of the
----------------------------
Corporation may propose amendments to the Articles of Incorporation for
submission to the Shareholders, and the' Shareholders entitled to vote on such
amendments must approve such amendments. Notwithstanding the foregoing, the
Board of Directors may adopt amendments to the Articles of Incorporation without
Shareholder action: (1) to extend the duration of the Corporation; (2) to delete
the names and addresses of the initial directors; (3) to delete the name and
address of the initial registered agent or registered office; (4) to delete any
other information contained in the Articles of Incorporation that is solely of
historical interest; (5) to delete the authorization for a class or series of
shares authorized; (6) to change the corporate name; (7) to change the par value
for a class or series of shares; or (8) to make any other change expressly
permitted without Shareholder action by the Florida Business Corporation Act.
Unless otherwise provided in the Articles of Incorporation, the Shareholders of
the Corporation may, if the number of Shareholders of the Corporation is 35 or
less, amend the Articles of Incorporation without an act of the Directors at a
meeting for which notice of the changes to be made is given.
JACK H. HALPERIN, ESQ.
-----------------------------
317 Madison Avenue
Suite 421
New York, New York 10017
Telephone (212) 378-1200
Telefax (212) 378-1299
February 7, 2000
Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
Re: Advanced Communications Technologies, Inc.
Ladies and Gentlemen:
This office represents Advanced Communications Technologies, Inc., a
Florida corporation (the "Registrant") in connection with the Registrant's
Registration Statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement"), which relates to the resale of up to 400,000 shares
by M. Richard Cutler in accordance with a Consulting Agreement between the
Registrant and Mr. Cutler (the "Registered Securities"). In connection with
our representation, we have examined such documents and undertaken such further
inquiry as we consider necessary for rendering the opinion hereinafter set
forth.
Based upon the foregoing, it is our opinion that the Registered Securities,
when issued as set forth in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal Matters" in
the Resale Prospectus which is a part of the Registrant's Form S-8 Registration
Statement relating to the Registered Securities, and we hereby consent to such
use of our name in such Registration Statement and to the filing of this opinion
as Exhibit 5 to the Registration Statement and with such state regulatory
agencies in such states as may require such filing in connection with the
registration of the Registered Securities for offer and sale in such states.
Very truly yours,
/s/ Jack H. Halperin
Jack H. Halperin
CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of January 31, 2000 between ADVANCED
COMMUNICATIONS TECHNOLOGIES, INC., a Florida corporation, ("ADVC"), on the one
hand, and M. RICHARD CUTLER ("Cutler" or "Consultant"), on the other hand.
WHEREAS:
A. Consultant has agreed to render consulting services with regard to
the negotiation and completion of a stock exchange between ADVC and the sole
shareholder of Smart Investment.com, Inc., a Nevada corporation (the "SICI
Shareholder").
B. In the event ADVC is able to complete the Stock Exchange with the
SICI Shareholder, ADVC wishes to compensate Consultant for his consulting
services.
NOW THEREFORE, it is agreed:
1. Cash Compensation. ADVC shall pay by bank wire to Consultant a
------------------
consulting fee of $50,000.00 immediately upon the execution of a stock exchange
agreement with the SICI Shareholder. In addition, ADVC shall deliver to
Consultant an aggregate of 20,000 freely tradeable shares of common stock of
ADVC.
2. Stock Compensation. ADVC shall pay and cause to be issued to
-------------------
Consultant, or his assigns, a consulting fee of 400,000 shares of common stock
of ADVC (the "Shares") immediately upon the execution of a stock exchange
agreement with the SICI Shareholder. Such shares shall be subject to
registration by ADVC on Form S-8, at ADVC's sole expense, within 15 days of ADVC
closing on the stock exchange agreement with the SICI Shareholder.
3. Miscellaneous. This Agreement (i) shall be governed by the laws of
-------------
the State of California; (ii) may be executed in counterparts each of which
shall constitute an original; (iii) shall be binding upon the successors,
representatives, agents, officers and directors of the parties; and (iv) may not
be modified or changed except in a writing signed by all parties.
<PAGE>
This Consulting Agreement has been executed as of the date first above
written.
ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.
/S/Roger May
By: Roger May, Chief Executive Officer and President
CONSULTANT
/s/ M. Richard Cutler
M. Richard Cutler
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the use in the Form S-8 Registration Statement of Advanced
Communications Technologies, Inc. our report for the year ended June 30, 1999
and for the period from April 30, 1998 (inception) to June 30, 1999 relating to
the financial statements of Advanced Communications Technologies, Inc. which
appear in such Form S-8.
We hereby consent to the use in the Form S-8 Registration Statement of Advanced
Communications Technologies, Inc. our report for the nine months ended March 31,
1999 and the year ended June 30, 1998 relating to the financial statements of
Media Forum International, Inc. (the predecessor of Advanced Communications
Technologies, Inc.) which appear in such Form S-8.
WEINBERG & COMPANY, P.A.
Certified Public Accountants
Boca Raton, Florida
February 9, 2000
