As Filed with the Securities and Exchange Commission on December __ 1999
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HANNIBAL CAPITAL CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE ____________ 23-3018664
(STATE OR OTHER JURISDICTION PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR CLASSIFICATION CODE) IDENTIFICATION NO.)
ORGANIZATION)
HANNIBAL CAPITAL CORP.
1244 MAIN STREET
LINFIELD, PENNSYLVANIA 19468
(610) 495-8413
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
DAVID R. STITH
PRESIDENT
HANNIBAL CAPITAL CORP.
1244 MAIN STREET
LINFIELD, PENNSYLVANIA 19468
(610) 495-8413
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE, OF AGENTS FOR SERVICE)
------------------------------------
COPIES TO:
STEVEN F. WASSERMAN, ESQ.
BERLACK, ISRAELS & LIBERMAN LLP
120 West 45th Street
New York, New York 10036
(212) 704-0100
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the Prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER OFFERING PRICE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED UNIT (1) (1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001
par value per share 3,705,965 $.50 $1,852,983 $515.13
==========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
<PAGE>
EXPLANATORY NOTE
This registration statement (the "Registration Statement") contains two
prospectuses: one (the "Prospectus") relating to the offering by Hannibal
Capital Corp. of 2,105,965 shares of its common stock, par value $.001 per share
(the "Common Stock"), and another prospectus (the "Selling Securityholders
Prospectus") relating to the offering of 1,600,000 shares of Common Stock held
by certain shareholders. Following the Prospectus are certain substitute pages
of the Selling Securityholders Prospectus, including alternate pages front
outside and back cover pages, an alternative "The Offering" section of the
"Prospectus Summary" and section entitled "Plan of Distribution." Each of the
alternate pages for the Selling Securityholders Prospectus included herein is
labeled "Alternate Page for Selling Securityholders Prospectus." All other
sections of the Prospectus are to be used in the Selling Securityholders
Prospectus. In addition, cross-references in the Prospectus will be adjusted in
the Selling Securityholders Prospectus to refer to the appropriate sections.
<PAGE>
Subject to Completion - - December __, 1999
PROSPECTUS
HANNIBAL CAPITAL CORP.
DISTRIBUTION OF 2,105,965 SHARES OF
COMMON STOCK
(PAR VALUE $.001 PER SHARE)
--------------------------
This Prospectus is being furnished in connection with our distribution
of 2,105,965 shares of our common stock, par value $.001 per share to certain
shareholders of Biofarm, Inc.
We will distribute one share of our common stock for every two shares
of common stock of Biofarm, Inc. held by certain Biofarm, Inc. shareholders.
This distribution will result in approximately 58% of our outstanding common
stock held by the distributees of this offering. The recipients of our common
stock in this offering will not be required to pay any consideration, nor will
they be required to surrender or exchange their shares of Biofarm, Inc. to
receive their shares of our common stock. No fractional shares will be issued in
connection with the distribution. Stockholders who otherwise would be entitled
to receive fractional shares because they hold a number of shares of Common
Stock of Biofarm, Inc. not evenly divisible by two (2) will be entitled to a
cash payment in lieu thereof.
------------------------------------
No public trading market for our common stock exists. We anticipate
that our common stock will initially be traded in the over-the-counter market
after this offering.
------------------------------------
Our common stock being distributed in this offering involves a high
degree of risk. See "Risk Factors" beginning on page 4.
------------------------------------
Neither the Securities and Exchange Commission or any state commission
has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Nor have they made, nor will they make, any
determination as to whether anyone should buy these securities. Any
representation to the contrary is a criminal offense.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT THAT INCLUDES THE
PROSPECTUS AND WAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BECOMES
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE OR OTHER
JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
You should rely only on the information contained in this document. We
have not authorized anyone to provide you with information that is different.
This document may only be used where it is legal to sell these securities. The
information in this document may only be accurate on the date of this document.
TABLE OF CONTENTS
Summary........................................................................1
Selected Financial Data........................................................3
Risk Factors...................................................................4
Use of Proceeds................................................................9
Dilution......................................................................10
Concurrent Offering...........................................................10
Plan of Distribution..........................................................10
The Company...................................................................13
Management's Discussion of Financial Condition and
Results of Operations....................................................17
Management....................................................................18
Security Ownership of Certain Beneficial Owners and Management................20
Description of Securities.....................................................20
Legal Matters.................................................................22
Experts.......................................................................22
Disclosure of Commission Position on Indemnification for
Securities Act Liabilities...............................................22
Financial Statements..........................................................23
<PAGE>
PROSPECTUS SUMMARY
You should read the following summary together with the more detailed
information regarding Hannibal Capital Corp. ("Hannibal") and our financial
statements and the related notes appearing elsewhere in this prospectus.
HANNIBAL CAPITAL CORP.
Hannibal was organized as a Delaware corporation on December 2, 1999, the
successor entity to a tax-free reorganization with a Nevada corporation
organized on October 7, 1998. Hannibal was organized to pursue certain
securities litigation matters and to take title to and receive the proceeds
anticipated from such litigation for the benefit of certain shareholders of
Biofarm, Inc. ("BIOF").
Hannibal has no significant assets, other than the BIOF litigation and
subscriptions receivable, or liabilities and is in the development stage.
Hannibal intends either to raise funds to originate a business or,
alternatively, enter into a business combination with one or more as yet
unidentified privately held businesses. Management believes that Hannibal will
be attractive to privately held companies interested in becoming publicly traded
by means of a business combination with Hannibal, without offering their own
securities to the public.
BIOF intends to pursue negotiations with qualified candidates.
Pursuant to a Stock Purchase Agreement dated April 1, 1998, between
BIOF and Litchefield Continental, Ltd. ("Litchefield"), BIOF purchased
approximately 87% of the capital stock of Biofarm, S.A. from Litchfield and
issued to Litchfield a convertible debenture of BIOF. Such convertible debenture
assured Litchfield of voting control of BIOF. However, the agreement with
Litchfield preserved for the benefit of the shareholders of BIOF other than
Litchfield the proceeds of any recovery from litigation instituted by BIOF prior
to the Litchfield transaction. Despite the rescission of the Litchfield
transaction on October 31, 1999, in order to insure that the benefits (if any)
of the anticipated litigation proceeds would be available only to its
shareholders and not the owners of BIOF shares as a result of a future
acquisition consummated for BIOF common stock, BIOF assigned all of its right,
title and interest in the litigation matters to Hannibal. Therefore, Hannibal
will be owned and controlled by shareholders of BIOF only; and any subsequent
acquiree of BIOF will not share therein.
THE OFFERING
Shares offered by Hannibal............. 2,105,965 shares of common stock
Shares to be outstanding after
The Offering........................... 3,705,965 shares of common stock
Plan of Distribution................... Hannibal will issue one share of its
common stock for every two shares of
the common stock of BIOF held by
BIOF's shareholders other than
Litchfield. The recipients of
Hannibal common stock in this
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offering will not be required to pay
any consideration, nor will they be
required to surrender or exchange
their shares of BIOF's common stock
to receive their shares of Hannibal
common stock.
Use of Proceeds........................ Hannibal will not receive any
proceeds from this offering.
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SELECTED FINANCIAL DATA
Set forth below is selected financial data with respect to Hannibal for
the period from May 1, 1999 (inception of operations) to October 31, 1999, as
derived from the Company's financial statements. This data should be read in
conjunction with the financial statements and Management's' Discussions and
Analysis included elsewhere in this Prospectus.
STATEMENT OF OPERATIONS DATA:
Revenue $ --
Expenses 44,861
Other Income 4,401
---------
Net loss $ 40,460
=========
Loss per share $ (1.55)
=========
Weighted average shares of Common Stock outstanding 26,027
=========
BALANCE SHEET DATA:
Working Capital $ 759,540
Total Assets $ 769,779
=========
Total liabilities $ 10,239
=========
Total Stockholders Equity $ 759,540
=========
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RISK FACTORS
You should carefully consider the following risk factors and all other
information contained in this prospectus before investing in our common stock.
Investing in our common stock involves a high degree of risk. Any of the
following risks could adversely affect our business, financial condition and
results of operations and could result in a complete loss of your investment.
The risks and uncertainties described below are not the only ones we may face.
Additional risks and uncertainties not presently known or that are currently
deemed immaterial may also impair our business operations. The risks and
uncertainties described below and other risks and uncertainties which we may
face in the future will have a greater impact on those who purchase our common
stock from the Selling Securityholders. These purchasers will purchase our
common stock at the market price or at a privately negotiated price and will run
the risk of losing their entire investment. On the other hand, the shareholders
of BIOF who will receive our common stock will not be risking any investment
since they are not required to pay for our common stock or surrender their
shares of BIOF common stock in exchange for our common stock.
You Should Not Rely On Forward-Looking Statements Because They Are Inherently
Uncertain.
You should not rely on forward-looking statements in this prospectus.
This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as "anticipates", "believes", "plans",
"expects", "future", "intends" and similar expressions to identify these
forward-looking statements. Prospective investors should not place undue
reliance on these forward-looking statements, which apply only as of the date of
this prospectus. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by our company described in "Risk Factors" and elsewhere in this
prospectus.
RISKS RELATED TO OUR BUSINESS
We Are A Development Stage Company And Have No Operating History.
We were incorporated on December 2, 1999 to assume and pursue BIOF's
interest in certain securities litigation. Title to these litigation matters is
our principal asset. As such, we have no operating history upon which investors
may rely to evaluate our prospects. Our prospects must be considered in light of
the problems, expenses, delays and complications associated with a new business
and in pursuing litigation matters. We expect that our future operating expenses
will be significantly high as a result of the costs of litigation. Accordingly,
we expect to incur operating losses for the foreseeable future until such time,
if ever, as we are able successfully to settle or finally adjudicate these
litigation matters. However, there can be no assurance that we will ever
generate proceeds from these litigation matters or that we will ever be able to
collect any amounts from the judgment or the lawsuits.
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Our Company Requires a Significant Amount of Capital Which May Not Be Available.
Our capital requirements are and will continue to be significant due to
the cost of litigation. Our current capital reserves are expected to sustain our
operations for no more than the next several months. In the event our plans or
assumptions change or prove inaccurate and our capital resources prove to be
insufficient to fund our operations, we could be required to seek additional
financing sooner than currently anticipated. There is no assurance that
additional funds will be available to us from any source when needed. If not
available, we may not be able to continue to pursue the litigation matters.
Additional financing may come in the form of securities offerings or from bank
financing. If additional shares were issued to obtain financing, recipients of
our common stock on this offering would suffer a dilutive effect on their
percentage of stock ownership in our company. However, the book value of their
shares would not be diluted, provided additional shares were sold at a price
equal to or greater than the net book value per share, of which no assurances
can be made. Accordingly, the inability to obtain additional financing would
likely have a material adverse affect on our business, financial condition and
result of operations.
We Must Be Able To Collect The Proceeds Of Any Judgment Awarded To Us.
Apart from an aggregate of $750,000 of subscriptions receivable, our
principal assets consist of the litigation matters transferred to us by BIOF.
One such matter (the Federal court matter described on page 11 hereof) has not
yet been definitively adjudicated. Whether we obtain judgment or not is
dependent upon the outcome of a trial. The second matter (the New York State
court matter described on page 12 hereof) has resulted in the entry of judgment
in our favor. However, obtaining judgment is not the equivalent of collection;
and proceedings must be instituted to collect upon such judgment. Such
proceedings can be costly and time-consuming. We will be confronted with a
similar problem if we obtain judgment in the Federal court matter.
We Must Seek An Advantageous Acquisition Candidate.
Even assuming we are able to collect the proceeds of any judgment
awarded to us, and further assuming receipt of payment of all subscription
receivables, we will remain a non-operating company with no active business
until we are able to acquire an operating entity that satisfies our standards.
(In the meantime, our funds will be invested in short-term obligations.) There
can be no assurance that we will be successful in locating and consummating such
operating entity acquisition. Unless and until such candidate is found and
closed, our stock may always trade at a discount from net book value per share
and will not enjoy a price predicated upon a multiple of earnings.
The Liability Of Our Directors Has Been Limited.
As permitted by Delaware law, our Certificate of Incorporation limits
the liability of the directors to our Company or our shareholders for monetary
damages for breach of a director's fiduciary duty except for liability in
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certain instances. As a result of our charter provision and Delaware law,
shareholders may have limited rights to recover against directors for breach of
fiduciary duty.
RISKS RELATING TO THE SECURITIES MARKET
The Offering Price Of Our Common Stock Is Arbitrary.
The offering price of our common stock has been arbitrarily determined
by the Company and does not necessarily bear any relationship to our assets,
book value, revenues, prospects or other established criteria of value.
Our Common Stock Has No Prior Market, And Prices May Decline After The Offering.
There is no public market for our common stock and no assurance can be
given that a market will develop or that any shareholder will be able to
liquidate his investment without considerable delay, if at all. There is no
underwriter engaged in connection with this transaction and there can be no
assurance that any brokerage firm will act as a market maker of our securities.
If a market should develop, the price may be highly volatile. In addition, an
active trading market for our common stock may not develop or be sustained. If
our selling securityholders sell substantial amounts of our common stock in the
public market, the market price of our common stock could fall. Factors such as
those discussed in this "Risk Factors" section may have a significant impact on
the market price of our common stock. Due to the low price of our common stock,
many brokerage firms may not be willing to effect transactions in our common
stock. Even if a purchaser finds a broker willing to effect a transaction in our
common stock, the combination of brokerage commissions, state transfer taxes, if
any, and other selling costs may exceed the selling price.
Investors May Face Significant Restrictions On The Resale Of Our Common Stock
Due To State And Federal Laws And Regulations.
Because our common stock has not been registered for resale under the
blue sky laws of any state, our shareholders and those persons desiring to
purchase our common stock in any trading market that may develop in the future
should be aware that there may be significant state blue sky law restrictions on
the ability of investors to sell and on purchasers to buy our common stock.
Accordingly, investors should consider the secondary market for our common stock
to be a limited one. Investor may be unable to resell their stock without the
significant expense of state registration or qualification.
In addition, the Securities and Exchange Commission has adopted a
number of rules to regulate "penny stocks." Such rules include Rules 3a51-1,
15g-1, 15g-2, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities and Exchange
Act of 1934, as amended. Because our common stock may constitute "penny stock"
within the meaning of the rules, the rules would apply to our common stock. The
rules may further affect the ability of owners of our common stock to sell their
stock in any market that may develop for it.
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Shareholders should be aware that, according to the Securities and
Exchange Commission Release No. 34-29093, the market for penny stocks has
suffered in recent years from patterns of fraud and abuse. Such patterns include
(i) control of the market for the security by one or a few broker-dealers that
are often related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differentials and markups by selling broker-dealers; and
(v) the wholesale dumping of the same securities by promoters and broker-dealers
after prices have been manipulated to a desired level, along with the inevitable
collapse of those prices with consequent investor losses. Our company's
management is aware of the abuses that have occurred historically in the penny
stock market. Although we do not expect to be in a position to dictate the
behavior of the market or of broker-dealers who participate in the market,
management will strive within the confines of practical limitations to prevent
the described patterns from being established with respect to our common stock.
NASDAQ REQUIREMENTS; PENNY STOCK; ADDITIONAL REQUIREMENTS ON BROKER DEALER SALES
OF SECURITIES.
The Company's Common Stock is not presently included for trading on the Nasdaq
system, and there can be no assurances that the Company will ultimately qualify
for inclusion within the system. In order for an issuer to be included in the
Nasdaq system, it is required to have total assets of at least $4,000,000,
capital and surplus of at least $2,000,000, a minimum price per share of not
less than $3.00, have publicly-held shares with a market value of at least
$1,000,000 as well as certain other criteria. In addition to quantitative
standards the staff of Nasdaq may also consider other factors including but not
limited to the nature and scope of a company's operations in conjunction with
any and all conditions and/or circumstances surrounding an entity's operations.
No assurance can be given that the Common Stock of the Company will ever qualify
for inclusion on the Nasdaq system and qualification for inclusion is not a
prerequisite to proceeding with the Offering. Until the Company's shares qualify
for inclusion in the Nasdaq system, the Company's securities will be traded in
the over-the-counter markets through the "pink sheets" or on the OTC Bulletin
Board. The Securities and Exchange Commission has adopted regulations which
generally define "penny stock" to be an equity security that has a market price
(as defined) less than $5.00 per share or an exercise price less than $5.00 per
share, subject to certain exceptions. During such periods when the Company's
Common Stock does not qualify for inclusion on the Nasdaq Small Cap Market, the
Common Stock may become subject to rules that impose additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally institutions with
assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their
spouse). For transactions covered by the rule, the broker-dealer must make a
special suitability determination for the purchaser and receive the purchaser's
written agreement to the transaction prior to the sale. Additionally, for any
transaction involving a penny stock, unless exempt, the rules require the
delivery, prior to the transaction, of a disclosure schedule prepared by the
Securities and Exchange Commission relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the
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broker-dealer and the registered representative, current quotations of the
securities, and, if the broker-dealer is the sole market maker, the broker
dealer must disclose this fact and the broker-dealer's presumed control over the
market. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. In addition, certain broker-dealers are
precluded from acting as market makers for non NASDAQ securities and these
securities may be ineligible for margin loans. Consequently, the rule may affect
the ability of broker-dealers to sell the Company's securities and may also
affect the ability of shareholders to sell the securities in the secondary
market.
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USE OF PROCEEDS
This prospectus is part of a registration statement that permits
Hannibal to distribute its common stock to certain shareholders of BIOF. The
shareholders of BIOF receiving shares of Hannibal common stock will not be
required to pay any consideration for the Hannibal common stock nor will they be
required to surrender or exchange their shares of BIOF. As such, Hannibal will
not receive any proceeds from this offering.
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DILUTION
As of October 31, 1999, Hannibal had outstanding an aggregate of
100,000 shares of its Common Stock. These 100,000 shares had a net tangible book
value of $759,540 ($7.60 per share). Net tangible book value per share consists
of total assets minus intangible assets and liabilities, divided by the total
number of shares issues and outstanding. (Hannibal has issued no warrants,
options or convertible securities.)
Giving effect to the receipt by Hannibal of an additional $750,000 from
outstanding subscriptions receivable, and giving effect to the issuance therefor
of an additional 1,500,000 shares of Hannibal Common Stock, the PRO FORMA net
tangible book value would be $759,540 ($.47 per share).
Giving effect to the further issuance by Hannibal of an additional
2,105,965 shares of its Common Stock to the shareholders of BIOF upon completion
of the offering hereby, the resulting net tangible book value would be $759,540
(or $.21) per share of each of the 3,705,965 shares then issued and outstanding.
CONCURRENT OFFERING
The registration statement of which this Prospectus is a part also
includes a prospectus with respect to an offering of up to 1,600,000 shares of
Hannibal common stock, all of which may be sold in the open market, in privately
negotiated transactions or otherwise, directly by any of the Selling
Securityholders. The Selling Securityholders will not be permitted to sell their
shares until such time as their promissory notes to the Company are satisfied in
full. Hannibal will not receive any proceeds from the sale of such common stock.
Expenses of the offering by the Selling Securityholders, other than fees and
expenses of counsel to the Selling Securityholders, if any, and selling
commissions, will be paid by Hannibal. Two of the Selling Securityholders are
affiliates of Hannibal. See "Certain Relationships and Related Transactions."
Sales of such common stock by the Selling Securityholders or the potential of
such sales may have a material adverse effect on the market price of the common
stock offered hereby.
PLAN OF DISTRIBUTION
REASONS FOR THE DISTRIBUTION
Hannibal Capital Corp. was created to pursue securities litigation
matters on behalf of certain shareholders of BIOF. Hannibal has taken all right,
title and interest in these litigation matters and will be entitled to receive
the proceeds therefrom, if any, upon settlement or final adjudication. Pursuant
to a Stock Purchase Agreement dated April 1, 1998, between BIOF and Litchefield
Continental, Ltd. ("Litcherfield"), BIOF purchased approximately 87% of the
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capital stock of Biofarm, S.A. from Litchfield and issued to Litchfield a
convertible debenture of BIOF. Such convertible debenture assured Litchfield of
voting control of BIOF. However, the agreement with Litchfield preserved for the
benefit of the shareholders of BIOF other than Litchfield the proceeds of any
recovery form litigation instituted by BIOF prior to the Litchfield transaction.
Despite the rescission of the Litchfield transaction on October 31, 1999, in
order to insure that the benefits (if any) of the anticipated litigation
proceeds would be available only to its shareholders and not the owners of BIOF
shares as a result of a future acquisition consummated for BIOF common stock,
BIOF assigned all of its right, title and interest in the litigation matters to
Hannibal. Therefore, Hannibal will be owned and controlled by shareholders of
BIOF only; and any subsequent acquiree of BIOF will not share therein.
EFFECTING THE DISTRIBUTION
Each shareholder of BIOF, other than persons to whom BIOF common stock
was or may be issued subsequent to October 5, 1998, will receive one share of
Hannibal common stock for every two shares of BIOF common stock held of record
on _______, 2000 (the "Distribution Record Date"). Upon completion of the
distribution of the 2,105,965 shares of Hannibal common stock, there will be an
aggregate of 3,705,965 shares of Hannibal common stock issued and outstanding.
All of the distributed shares of Hannibal common stock will be immediately
eligible for sale in the public market without restriction under the Securities
Act of 1933, as amended.
The distribution of the Hannibal common stock will be made on or about
______, 2000 (the "Distribution Date") to shareholders of record of BIOF, other
than persons to whom BIOF common stock was or may be issued subsequent to
October 5, 1998, on the Distribution Record Date. Commencing on the Distribution
Date, American Stock Transfer & Trust Company will mail certificates for the
distributed shares of Hannibal common stock to the recipients. The recipients of
our common stock in this offering will not be required to pay for the shares of
Hannibal common stock received in the distribution, nor will they be required to
surrender or exchange shares of BIOF common stock in order to receive their
shares of Hannibal common stock. As of October 5, 1998, an aggregate of
4,211,930 shares of BIOF common stock was validly issued and outstanding, fully
paid and non assessable.
FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION OF
HANNIBAL SHARES TO THE SHAREHOLDERS OF BIOF
INTRODUCTION
This discussion is a summary of the material tax consequences of the
distribution of the Hannibal shares (the "Spinoff"). This discussion does not
purport to be a complete analysis of all of the potential tax effects of the
Spinoff and this discussion is limited to United States Federal Income tax
matters. This discussion is based upon the Internal Revenue code of 1986,
Treasury regulations, Internal Revenue Service Rulings, and judicial decisions
now in effect. All of the foregoing are subject to change at any time, possibly
with retroactive effect, by legislative, judicial or administrative action. Nor
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does this discussion affect or address possible tax consequences of the receipt
of Spinoff shares by taxpayers subject to special rules, including, inter alia,
life insurance companies, tax-exempt organizations, regulated investment
companies, S-corporations, financial institutions, broker-dealers in securities,
foreign entities and non-resident alien individuals.
RECEIPT OF SPINOFF SHARES BY BIOF SHAREHOLDERS
The Spinoff will be a taxable event to BIOF shareholders for Federal
income tax purposes. The amount received in the Spin-off by each BIOF
shareholder for Federal income tax purposes will be the fair market value of
Hannibal Common Stock received by each BIOF shareholder on the date of the
distribution of the Spinoff shares. The amount received in the Spinoff by each
BIOF shareholder will be treated as a dividend (as ordinary income) to such
shareholder to the extent of such stockholder's pro rata share of BIOF's current
and accumulated earnings and profits as computed for Federal income tax
purposes. (Hannibal is advised that, as of October 31, 1999, preliminary numbers
indicate that BIOF shows no accumulated earnings and profits.) The amount
received in the Spinoff by each Hannibal shareholder that is not treated as a
dividend first will be treated as a non-taxable return of capital to the extent
of such shareholder's basis in his BIOF Common Stock, and then as an amount
received by such shareholder from the sale or exchange of property. The amount
that is treated as having been received by a BIOF shareholder from the sale or
exchange of property generally will be a capital gain (long-term if the BIOF
shares have been held for more than one year). For the purpose of determining
the amount received in the Spinoff by a BIOF shareholder that constitutes a
dividend, the shareholder's pro rata share of BIOF's current and accumulated
earnings and profits will be based on the shareholder's percentage ownership of
BIOF Common Stock. No fractional shares will be issued in connection with the
distribution. Stockholders who otherwise would be entitled to receive fractional
shares because they hold a number of shares of Common Stock of Biofarm, Inc. not
evenly divisible by two (2) will be entitled to a cash payment in lieu thereof.
Assuming BIOF has current and accumulated tax losses, if and to the
extent that the Spinoff shares have a value in excess of BIOF's basis in the
Hannibal Common Stock, BIOF would then realize gain to the extent of such
excess; and if that gain causes BIOF to have current earnings and profits, the
Spinoff share recipients will recognize dividend income ratably to the extent
thereof.
For Federal income tax purposes, each BIOF shareholder will acquire an
initial tax basis in its BIOF shares of Common Stock equal to the fair market
value of the BIOF shares (the value of the Hannibal share of Common Stock
received as of the distribution date thereof). Each BIOF shareholder's holding
period for Hannibal Common Stock received from the Spinoff will begin on the
distribution date. BIOF will make a determination of the fair market value of
the Hannibal shares as of the distribution date at a date thereafter based upon
a number of factors. These factors include, without limitation, the trading
price of Hannibal shares at or near the distribution date. Prior to _______ ___,
2000, BIOF will report the amount of the Spinoff received by each BIOF
shareholder to such shareholder and to the Internal Revenue Service. There can
be no assurance that the Internal Revenue Service or the courts will agree with
BIOF's determination of the amount received from the Spinoff. Should the
12
<PAGE>
Internal Revenue Service or the courts determine that BIOF shareholders received
a larger distribution amount than the amounts reported to them by BIOF, and
challenge the Federal income tax return of the BIOF shareholder, the latter
would have to bear the expense and effort of defending against or resolving such
challenge.
EACH BIOF SHAREHOLDER IS ADVISED TO CONSULT ITS OWN TAX ADVISER AS TO THE
SPECIFIC TAX CONSEQUENCES TO SUCH SHAREHOLDER OF THE PROPOSED SPINOFF, INCLUDING
THE APPLICATION AND EFFECT OF STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX
LAWS.
THE COMPANY
GENERAL
Hannibal was organized as a Delaware corporation on December 2, 1999.
Hannibal was organized to pursue certain securities litigation matters and to
take title to and receive the proceeds anticipated from such litigation for the
benefit of certain shareholders of BIOF.
Hannibal has no significant assets, other than the BIOF litigation and
subscription receivables, or liabilities and is in the development stage.
Hannibal intends either to raise funds to originate a business, or
alternatively, enter into a business combination with one or more as yet
unidentified privately held businesses. Management believes that Hannibal will
be attractive to privately held companies interested in becoming publicly traded
by means of a business combination with Hannibal, without offering their own
securities to the public.
BIOF intends to pursue negotiations with qualified candidates.
Pursuant to a Stock Purchase Agreement, dated April 1, 1998, between
BIOF and Litchfield, BIOF purchased approximately 87% of the issued and
outstanding stock of Biofarm, S.A. from Litchfield in exchange for a BIOF
convertible debenture. As part of this agreement, BIOF preserved the benefit of
anticipated litigation proceeds for its shareholders other than Litchfield.
In October, 1999, the transaction between Litchfield and BIOF was
rescinded; however, in order to preserve the benefit of these anticipated
litigation proceeds for its original shareholders, Hannibal was created and will
issue its common stock to BIOF shareholders other than any potential acquiree.
BIOF has assigned the right, title and interest in the litigation matters to
Hannibal and Hannibal will continue to pursue such litigation and represent the
interests of its shareholders.
DESCRIPTION OF LITIGATION
As described above, Hannibal has obtained all of the right, title and
interest in the litigation instituted by BIOF described below. Hannibal will
13
<PAGE>
prosecute such litigation for the benefit of BIOF's shareholders, who will
become shareholders of Hannibal pursuant to the distribution of Hannibal's
common stock under this Prospectus.
LITIGATION INSTITUTED BY BIOF
BIOF has previously advised its shareholders (and has brought to the
attention of the Securities and Exchange Commission both by letters and by
filings under the 1934 Act) of the litigation instituted by BIOF against
thirteen persons and firms (including former counsel, recipients of BIOF's
common stock and broker-dealers) who, collectively and individually, it is
alleged, participated in a scheme to defraud BIOF and to violate the
registration requirements of the 1933 Act. (Global Spill Management, Inc.
(currently BIOF) v. Schwab, et al., 96 Civ. 6246 (TCP), USDC EDNY).
Such scheme involved the filing of two Form S-8 Registration Statements
with the Commission in August and September, 1996, and the purported
registration under the 1933 Act of an aggregate of 1,135,000 shares of BIOF
common stock. It is alleged that Form S-8 was not then available for the
registration of such 1,135,000 shares because (a) BIOF was not then current in
its 1934 Act filings when such two Form S-8 filings occurred (as indicated in a
letter, dated September 19, 1996, from the Commission to BIOF), and (b) the
recipients of the 1,135,000 shares were not bona fide consultants to BIOF or the
type of consultants envisioned by Form S-8.
In a Memorandum and Order entered on January 22, 1998, Judge Platt
(USDC, Eastern District of New York), sustained the complaint filed by BIOF as
to the causes of action for malpractice, breach of contract, breach of fiduciary
duty and unjust enrichment, and dismissed the cause of action for fraud. BIOF
determined not to seek an immediate appeal of the dismissal of the cause of
action for fraud because the relief sought by BIOF (return of the 1,135,000
shares and of the proceeds derived from the sale thereof) is encompassed by the
four causes of action that were sustained.
On August 2, 1996, an aggregate of 385,000 shares of BIOF's common
stock was filed on Form S-8 at the price of $6.00 per share ($2,310,000 in the
aggregate); and on September 18, 1996, an aggregate of 750,000 shares of the
BIOF's common stock was filed on Form S-8 at the price of $2.06 per share
($1,545,000 in the aggregate), or a total of 1,135,000 shares at the
registration price of $3,855,000. With the exception of 50,000 of such 1,135,000
shares that were returned to BIOF for cancellation, all of the remaining
1,085,000 shares were immediately sold publicly by the recipients. At least two
of the defendants were indicted for securities law violations in an unrelated
matter in January, 1998; two of the defendants were then registered
broker-dealers; one defendant-recipient received 300,000 shares allegedly in
"settlement" of a claim; and one defendant is a public relations firm involved
in publicizing public companies.
None of the directors and officers of BIOF who served until October 5,
1998, and none of the present directors and officers of BIOF participated in any
manner in any aspect of the two Form S-8 filings. No BIOF Board of Directors
meeting was attended by any of such persons at which the subject of the S-8
filings was discussed; in fact, no BIOF board meetings were held between June
14
<PAGE>
28, 1996, and November 15, 1996. Nor did any of the duly appointed officers of
BIOF execute the Form S-8 filings or any of the documents incident to the
issuance of the 1,135,000 shares. Not only were the two Form S-8 filings not
authorized by BIOF's Board but, also, the signatories thereto were not holders
of the offices indicated in such filings.
It is the position of BIOF that, among other things, the (a) 1,135,000
shares issued pursuant to the two Form S-8 filings and 1,085,000 shares sold
publicly have not been registered under Section 5(a) of the 1933 Act and that it
was unlawful to sell such shares in interstate commerce; and (b) persons who
received and sold the 1,085,000 shares were not persons entitled to receive the
same pursuant to the Instructions to the use of Form S-8.
On December 18, 1998, the Court, in response to three defendants'
motion to dismiss for lack of subject matter jurisdiction, ordered such motion
referred to a Magistrate Judge for a report and recommendation. The latter
ordered an evidentiary hearing to be held on January 29, 1999, and the moving
defendants were ordered to file a fully briefed motion to dismiss on or before
January 8, 1999. The Magistrate Judge, at the conclusion of such hearing,
recommended to the presiding Judge the denial of the defendants' motion to
dismiss. Hannibal has commenced discovery proceedings.
In September, 1996, former counsel (one of the defendants in this
litigation) initiated another transaction detrimental to BIOF. Such transaction
involved the issuance of an aggregate of $2 million in debentures to foreign
purchasers initially contacted by former counsel in a purported Regulation S
transaction. Such debentures were initially convertible into an aggregate of
1,640,000 shares of the BIOF common stock. In September, 1996, clients of former
counsel received the sum of $1,023,500 from the alleged foreign purchasers
(hereinafter the "Purchasers") of the debentures. Such proceeds were paid to a
bank account maintained by the clients of former counsel in Queens, New York. No
meeting of the Board of Directors of BIOF approved the issuance of the
debentures; none of the duly appointed officers of BIOF executed and delivered
the debentures; none of the proceeds received from the sale of the debentures
was obtained by BIOF. Upon learning of the transaction, BIOF immediately advised
its Transfer Agent to cancel of record all of the 1,640,000 shares issued upon
conversion of the debentures. In April, 1998, a lawsuit brought by the
Purchasers against BIOF (F.T. Trading Company et al v. Global Spill Management,
Inc.(currently BIOF)) et al., 605807/96 Supreme Court of the State of New York,
County of New York (Ramos, Judge)) was settled for an aggregate of 200,000
shares of BIOF's common stock and the agreement of the purchasers to surrender
all of the debentures to BIOF and to assign to BIOF the judgment ($1,023,500)
held by the purchasers against the recipients of the proceeds of the debenture
sales. Pursuant to an order entered on October 20, 1999, such judgment was
assigned to Hannibal by Judge Ramos. Hannibal has instructed its attorneys to
move vigorously to collect the $1,023,500 judgment (held by the Purchasers) from
the judgment debtors who sold the illegally-issued debentures. Although the
judgment held by BIOF and transferred to Hannibal is a New York State judgment
separate and distinct from the action commenced by BIOF in Federal Court to
recover the shares and proceeds of sale from the two S-8 transactions described
herein, the Federal Court action does include as a separate cause of action a
claim for damages against former counsel and certain of the other defendants
15
<PAGE>
therein for participation in the issuance of and receipt of proceeds derived
from the debenture transaction described herein.
PRESENT STATUS OF LITIGATION
As of the date hereof, Hannibal has commenced discovery proceedings
against the principal defendants in the Federal court action. Such principal
defendants include (a) a defendant that received 300,000 shares for the alleged
settlement of a claim against BIOF (without even the pretext of performing
consulting services), (b) a public relations firm that resigned its position
immediately upon receiving and selling 100,000 shares, and (c) counsel who filed
the two Form S-8 Registration Statements, and received 25,000 shares. Subsequent
to discovery being completed, appropriate summary judgment motions will be made
by Hannibal.
In the matter before Judge Ramos, the Judgment Clerk for New York
County having been instructed to enter judgment in the amount of $1,023,500
(plus interest from June, 1997) in favor of Hannibal), counsel for Hannibal is
now pursuing collection of the judgment under New York law and procedure.
PROPERTY
Hannibal does not own or lease any property.
EMPLOYEES
Hannibal does not currently have employees.
16
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Giving effect to the tax-free reorganization resulting in the
organization of Hannibal as a Delaware entity, and picking-up the operations of
the Nevada entity from inception in October, 1998, Hannibal has been able to
fund all of its commitments from the proceeds of subscription notes receivable.
Such receivables, which as of October 31, 1999, amounted to $734,000 in the
aggregate, are deemed to be fully collectible by Hannibal and, in the opinion of
management, represent an amount more than sufficient to meet all of Hannibal's
anticipated financial needs in the immediate future. The collection of any
portion of the $1,023,500 judgment owned by Hannibal will be invested in
short-term government obligations. Hannibal has no material commitments of any
kind whatsoever that would impact upon Hannibal's financial position. Inasmuch
as Hannibal has not, during its period of existence, been an operating company,
no discussion of operating trends or of significant operational disclosures is
appropriate. However, to the extent that Hannibal does acquire an operating
business, and to the extent that any such acquisition obligates Hannibal to
provide capital in excess of the amounts Hannibal expects to receive from its
subscription notes receivable and from any recovery of the judgment receivable,
Hannibal would then be compelled to seek short-term borrowings or additional
capital.
17
<PAGE>
MANAGEMENT
OFFICERS AND DIRECTORS
The following table sets forth the name, age and position of each
director and executive officer of Hannibal:
Name Age Position
- ---- --- --------
David R. Stith 70 President and Director
Herbert S. McDonald 62 Vice President and Director
Desiree L. Pierson 36 Treasurer, Secretary and Director
DAVID R. STITH was the Vice Chairman and a Director of BIOF from
November, 1991, to October 5, 1998, and President from November 15, 1996 to
October 5, 1998. Mr. Stith founded Underwater Technics in 1967 and has served as
its Chairman and President since such date. Mr. Stith led the crew that cleaned
up the major oil spills from the tankers the "Elias," the "Melon," and the
"Athos." Mr. Stith was also involved in underwater testing for the National
Aeronautics and Space Administration, and led the crew that dove for sunken
treasure on the Spanish Gallon "San Jose" which sank off Columbia in 1708.
HERBERT S. MCDONALD was a Director of BIOF from December, 1995, to
October 5, 1998. Mr. McDonald has, since January 1993, been the President of the
Fulcrum Group, a management consulting firm specializing in the restructuring
and merger/acquisition of corporate clients. Prior thereto, Mr. McDonald was
(since August 1990) the President (CEO) and principal shareholder of European
Automotive Products, Inc., a major importer of imported cars specializing in
higher end German automotive parts. Prior thereto, Mr. McDonald was the
President (CEO) and principal shareholder of Fulcrum Investments, a firm making
investments in manufacturing, leasing, automobile dealerships and real estate.
DESIREE L. PIERSON was the Secretary of BIOF from January, 1996, to
October 5, 1998. Ms. Pierson was an employee of BIOF from 1991 until June 28,
1996. In her capacity as Secretary, Ms. Pierson's duties included shareholder
relations, matters involving the Transfer Agent and corporate record keeping and
did not include corporate decision making or substantive matters involving the
Company.
EXECUTIVE COMPENSATION
No officer or director has received any remuneration from Hannibal.
Although there is no current plan in existence, it is possible that Hannibal
will adopt a plan to pay or accrue compensation to its officers and directors
for services related to the implementation of Hannibal's business plan. Hannibal
has no stock option, retirement, incentive, defined benefit, actuarial, pension
or profit-sharing programs for the benefit of its officers or directors, but the
18
<PAGE>
Board of Directors may recommend adoption of one or more such programs in the
future. Hannibal has no employment contract or compensatory plan or arrangement
with any officer of Hannibal. The directors currently do not receive any cash
compensation from Hannibal for their service as a member of the board of
directors. There is no compensation committee, and no compensation policies have
been adopted.
19
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of October 31, 1999, Hannibal's
outstanding common stock owned of record or beneficially by each executive
officer and director and by each person who owned of record, or was known by
Hannibal to own beneficially, more than 5% of Hannibal's common stock and the
shareholdings of all executive officers and directors as a group.
NUMBER OF SHARES OF PERCENTAGE OF
NAME COMMON STOCK OWNED (1) SHARES OWNED
- ---- ---------------------- ------------
David R. Stith 100,000 2.77%
Herbert S. McDonald 100,000 2.77%
Eurodisc Limited 300,000 8.31%
Box N 3950
Nassua Bahamas
Directors and Officers as a Group
(2 persons) 200,000 5.54%
- -----------------------
(1) With the exception of 100,000 shares issued to Eurodisc Limited in
exchange for payment in full in the amount of $50,000, none of the
shares listed in this table has been issued and none will be until the
respective subscription notes receivable is paid.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Messrs. Stith and McDonald are directors and executive offices of
Hannibal and are also Selling Securityholders under this Prospectus.
DESCRIPTION OF SECURITIES
The following description of Hannibal's capital stock does not purport
to be complete and is subject to and qualified in its entirety by Hannibal's
articles of incorporation and bylaws, which are included as exhibits to the
registration statement of which this prospectus forms a part, and by the
applicable provisions of Delaware law.
Hannibal authorized capital consists of 10,000,000 shares of common
stock, par value $.001 per share and no shares of preferred stock. Immediately
prior to this offering, 1,500,000 shares of common stock were issuable pursuant
to the satisfaction of certain promissory notes. Each record holder of common
stock is entitled to one vote for each share held on all matter properly
submitted to the shareholders for their vote. The articles of incorporation do
not permit cumulative voting for the election of directors, and shareholders do
20
<PAGE>
not have preemptive rights to purchase shares in any future issuance of
Hannibal's common stock.
Because the holders of shares of Hannibal's common stock do not have
cumulative voting rights, the holders of more than 50% of Hannibal's outstanding
shares, voting for the election of directors, can elect all of the directors to
be elected, if they so choose. In such event, the holders of the remaining
shares will not be able to elect any of Hannibal's directors.
The holders of shares of common stock are entitled to dividends, out of
funds legally available therefor, when and as declared by Hannibal's Board of
Directors. The Board of Directors has never declared dividends and does not
anticipate declaring a dividend in the future. In the event of liquidation,
dissolution or winding-up of the affairs of Hannibal, holders of Hannibal's
common stock are entitled to receive, ratably, the net assets of Hannibal
available to the shareholders after payment of all creditors.
All of the issued and outstanding shares of common stock are duly
authorized, validly issued and non-assessable. To the extent that additional
shares of Hannibal's common stock are issued, the relative interests of existing
shareholders may be diluted.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrant for our common stock is American
Stock Transfer & Trust Company. The transfer agent's address is 40 Wall Street,
New York, New York 10005.
21
<PAGE>
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for
Hannibal by Berlack, Israels & Liberman LLP, New York, New York. Attorneys from
Berlack, Israels & Liberman LLP do not own any shares of the common stock of
Hannibal.
EXPERTS
Certain of the financial statements of the Company included in this
Prospectus and elsewhere in the Registration Statement, to the extent and for
the periods indicated in their reports, have been audited by Asher & Company,
Ltd., independent certified public accountants, whose reports thereon appear
elsewhere herein and in the Registration Statement.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Hannibal's bylaws provide that Hannibal will indemnify its officers and
directors for costs and expenses incurred in connection with the defense of
actions, suits, or proceedings against them on account of their being or having
been directors or officers of Hannibal, absent a finding of negligence or
misconduct in the performance of their duties.
Insofar as indemnification for liabilities arising under the Securities
Act, may be permitted to directors, officers or persons controlling Hannibal
pursuant to the foregoing provisions, Hannibal has been informed that, in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
22
<PAGE>
HANNIBAL CAPITAL CORP.
INDEX
PAGE
INDEPENDENT AUDITORS' REPORT F-1
BALANCE SHEET F-2
STATEMENTS OF OPERATIONS/ACCUMULATED DEFICIT F-3
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY F-4
STATEMENTS OF CASH FLOWS F-5
NOTE TO FINANCIAL STATEMENTS F6-9
23
<PAGE>
INDEPENDENT AUDITORS' REPORT
THE SHAREHOLDERS AND BOARD OF DIRECTORS
HANNIBAL CAPITAL CORP.
LINFIELD, PENNSYLVANIA
We have audited the accompanying balance sheet of HANNIBAL CAPITAL
CORP. as of October 31, 1999 and the related statements of operations and
accumulated deficit, changes in Stockholders' equity and cash flows for the
period from May 1, 1999 (inception of operations) to October 31, 1999. The
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of HANNIBAL CAPITAL
CORP. as of October 31, 1999 and the results of its operations and its cash
flows for the period from May 1, 1999 (inception of operations) to October 31,
1999 in conformity with generally accepted accounting principles.
ASHER & COMPANY, Ltd.
PHILADELPHIA, PENNSYLVANIA
DECEMBER 13, 1999
F-1
<PAGE>
HANNIBAL CAPITAL CORP.
BALANCE SHEET
OCTOBER 31, 1999
ASSETS
<TABLE>
<CAPTION>
<S> <C>
CURRENT ASSETS
Cash $ 4,417
Short-term investment 20,000
Marketable securities 987
Subscription notes receivable 734,000
Accrued interest receivable 4,203
Receivable due from Biofarm, Inc. 6,172
---------
Total current assets 769,779
OTHER ASSET
Claim receivable --
---------
TOTAL ASSETS $ 769,779
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 10,239
---------
Total current liabilities 10,239
STOCKHOLDERS' EQUITY
Common stock, $.001 par value; 10,000,000 shares authorized;
100,000 shares issued and outstanding; 1,500,000 shares subscribed 100
Additional paid-in capital 799,900
Accumulated deficit during development stage (40,460)
---------
Total Stockholders' equity 759,540
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 769,779
=========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-2
<PAGE>
HANNIBAL CAPITAL CORP.
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
PERIOD FROM MAY 1, 1999 (INCEPTION OF OPERATIONS)
TO OCTOBER 31, 1999
Revenue $ --
Expenses
General and administrative 44,861
--------
Loss before other income (44,861)
Other income
Interest 4,401
Income before income taxes
Income taxes 40,460
--------
Net loss (40,460)
Accumulated deficit, beginning of period --
--------
Accumulated deficit, end of period $(40,460)
========
Loss per share $ (1.55)
--------
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
HANNIBAL CAPITAL CORP.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM MAY 1, 1999 (INCEPTION OF OPERATIONS) TO OCTOBER 31, 1999
<TABLE>
<CAPTION>
Common Stock
----------------------- Paid-In Accumulated
Shares Amount Capital Deficit Total
------ ------ ------- ----------- -----
<S> <C> <C> <C> <C> <C>
Issuance of stock 100,000 $ 100 $ 49,900 $ 50,000
Issuance of subscription notes 750,000 750,000
Net loss -- -- -- $ (40,460) (40,460)
------- ------- ------------ ------------- ----------
Balance, October 31, 1999 100,000 $ 100 $ 799,900 $ (40,460) $ 759,540
======= ======= ============ ============= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
HANNIBAL CAPITAL CORP.
STATEMENT OF CASH FLOWS
PERIOD FROM MAY 1, 1999 (INCEPTION OF OPERATIONS)
TO OCTOBER 31, 1999
OPERATING ACTIVITIES
Net loss $ (40,460)
Adjustments to reconcile net loss to net cash utilized
by operating activities:
Changes in:
Accrued interest receivable (4,203)
Accounts payable 10,239
------------
Net cash utilized by operating activities (34,424)
INVESTING ACTIVITIES
Purchase of marketable securities (987)
Purchase of short-term investment (20,000)
------------
Net cash utilized by investing activities (20,987)
FINANCING ACTIVITIES
Issuance of common stock 50,000
Payment on subscription notes 16,000
Receivable due from Biofarm, Inc. (6,172)
------------
Net cash provided by financing activities 59,828
------------
INCREASE IN CASH 4,417
Cash, beginning of period --
------------
Cash, end of period $ 4,417
============
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Capital contributions of $750,000 were financed using subscription
notes receivable.
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
HANNIBAL CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1999
NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
Hannibal Capital Corp. (Hannibal) was organized as a Delaware corporation
on December 2, 1999, the successor entity to a tax-free reorganization with
Global Enterprises (Nevada), Inc. (a Nevada corporation) organized on
October 7, 1998. Hannibal was organized to pursue certain securities
litigation matters and to take title to and receive the proceeds
anticipated from such litigation for the benefit of certain shareholders of
Biofarm, Inc. ("BIOF"). BIOF's assignment of the litigation matters to
Hannibal was contemplated under a Stock Purchase Agreement between BIOF and
Litchfield Continental, Ltd. ("Litchfield"). Hannibal's operations
commenced on May 1, 1999.
Pursuant to the Stock Purchase Agreement, dated April 1, 1998, between BIOF
and Litchfield Continental, Ltd. (Litchfield), BIOF purchased approximately
87% of the stock of Biofarm, S.A. In consideration for Biofarm, S.A., BIOF
issued to Litchfield a debenture which is convertible into the common stock
of BIOF. If and when the entire principal amount of the debenture is
converted, Litchfield would own approximately 80% of the issued and
outstanding stock of BIOF. As part of this agreement, BIOF was permitted to
preserve the benefit of their anticipated litigation proceeds for its
shareholders other than Litchfield.
In order to ensure that the benefit of such anticipated litigation proceeds
is retained by BIOF's original shareholders, BIOF assigned its right, title
and interest in the litigation matters to Hannibal. Hannibal has continued
to pursue these litigation matters and represent the interests of BIOF
shareholders.
Effective October 31, 1999, the transaction between Litchfield and BIOF was
rescinded NUNC PRO TUNC. As a result:
a. BIOF's convertible debenture issued to Litchfield on September
4, 1998, was cancelled and BIOF returned to Litchfield the four
entities previously transferred to BIOF by Litchfield;
b. the Litchfield nominees to the BIOF Board resigned and the three
directors of BIOF who occupied such office prior to the
transaction with Litchfield were restored to such office;
c. Litchfield indemnified BIOF against liabilities incurred since
Litchfield assumed control of BIOF (except for one unaffiliated
indebtedness in the amount of $200,000), and Litchfield issued
to BIOF a five-year convertible note in the principal amount of
$439,250 (plus interest at 6% per annum).
F-6
<PAGE>
HANNIBAL CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1999
NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
DESCRIPTION OF BUSINESS (Continued)
The immediate effect of the rescission with Litchfield is to leave BIOF
with no debt, with approximately $1 million in collectible assets, and with
no existing operating business. The focus of BIOF management will now be to
acquire a profitable business. This being management's immediate attention,
the same reasons that prompted the creation of Hannibal as a result of the
Litchfield transaction still pertain; and the shareholders of BIOF will be
assured they and they alone will participate in any recovery of the
proceeds of the litigation instituted by BIOF by virtue of the status of
Hannibal.
Hannibal has no significant assets, other than the BIOF litigation and
subscription notes receivable, or liabilities and is in the development
stage. Hannibal intends either to raise funds to originate a business or,
alternatively, enter into a business combination with one or more as yet
unidentified privately held businesses.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those
estimates.
YEAR END
Hannibal has elected a fiscal year end of March 31.
LOSS PER SHARE
The Company utilizes SFAS No. 128 "Earnings Per Share" (EPS) to compute
earnings/loss per share. Basic EPS is computed by dividing net income/loss
by the weighted-average number of common shares outstanding for the period.
NOTE B - SHORT-TERM INVESTMENT
Hannibal has a certificate of deposit in the amount of $20,000 which bears
interest at 5.8% and matures on January 14, 2000.
F-7
<PAGE>
HANNIBAL CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1999
NOTE C - MARKETABLE SECURITIES
Hannibal owns 329 shares of common stock of Biofarm, Inc. with a value of
$987.
NOTE D - SUBSCRIPTION NOTES RECEIVABLE
Hannibal has entered into 15 non-negotiable promissory notes for the
purpose of each party subscribing to purchase 100,000 shares of Hannibal's
common stock for $50,000. The promissory notes are due on August 31, 2000
and bear interest at 4%. The notes, principal and interest, may be paid at
any time before the due date. If the maker of the note is in default of
payment, the note will bear interest at 8% from the date of default.
Prior to October 31, 1999, one promissory note in the amount of $50,000 for
the purchase of 100,000 shares was paid in full. In addition, partial
payments amounting to $16,000 were received on two other promissory notes.
Hannibal anticipates that the outstanding promissory notes will be paid in
full shortly after the effective date of the registration statement to be
filed with the Securities and Exchange Commission. Subsequent to October
31, 1999, Hannibal has received additional payments against the promissory
notes in the amount of $10,000.
NOTE E - LITIGATION RECEIVABLE
On October 20, 1999, a judgment in the amount of $1,023,500 (plus accrued
interest from December, 1996), was ordered to be assigned to Hannibal. Such
judgment was the subject of an assignment from BIOF to Hannibal. Hannibal's
legal counsel is now in the process of attempting to collect on such
judgment. Such judgment was assigned by BIOF to Hannibal consistent with
the effort to ensure that only shareholders of BIOF (and not any acquiree
by BIOF) would participate in the recovery of the proceeds of such
judgment. Hannibal has not recorded any asset or income related to this
judgment because a reasonable estimation of the Company's potential
recovery under this judgment cannot be made at this time.
NOTE F - INCOME TAXES
The tax effect of temporary differences results primarily from net
operating loss carryforwards amounting to approximately $9,400. In
accordance with SFAS No. 109, Hannibal has provided a valuation allowance
in the same amount since realization is not reasonably assured at this
time. Hannibal will review the likelihood of realizing this asset and
adjust the valuation allowance as needed.
F-8
<PAGE>
HANNIBAL CAPITAL CORP.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1999
NOTE G - SUBSEQUENT EVENTS
On November 10, 1999, the Board of Directors authorized management to file
a registration statement with the Securities and Exchange Commission to
permit Hannibal to register 2,105,965 shares of common stock which will be
distributed to Biofarm, Inc. One share of Hannibal's stock will be
distributed to certain Biofarm, Inc. shareholders for every two shares of
Biofarm, Inc.'s common stock held by them. By virtue of this offering and
distribution, Hannibal will be owned and controlled by the shareholders of
BIOF. In addition, the 100,000 shares issued and 1,500,000 shares to be
issued under the non-negotiable promissory notes will also be registered.
Hannibal will not receive proceeds from this offering.
F-9
<PAGE>
[ALTERNATE PAGE FOR SELLING SECURITYHOLDERS PROSPECTUS]
Subject to Completion - - December __, 1999
PROSPECTUS
HANNIBAL CAPITAL CORP.
OFFERING OF UP TO 1,600,000 SHARES OF
COMMON STOCK
(PAR VALUE $.001 PER SHARE)
--------------------------
This Prospectus is being furnished in connection with the offer of up
to 1,600,000 shares of our common stock, par value $.001 per share by certain
shareholders of our company.
Certain shareholders of our company who wish to sell their shares of
our common stock may offer and sell their shares on a continuous or delayed
basis in the future. These sales may be conducted in the open market or in
privately negotiated transactions and at market prices, fixed prices or
negotiated prices.
------------------------------------
No public trading market for our common stock exists. We anticipate
that our common stock will initially be traded in the over-the-counter market
after this offering.
------------------------------------
Our common stock being offered by this prospectus involves a high
degree of risk. See "Risk Factors" beginning on page 4.
------------------------------------
Neither the Securities and Exchange Commission or any state commission
has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Nor have they made, nor will they make, any
determination as to whether anyone should buy these securities. Any
representation to the contrary is a criminal offense.
<PAGE>
[ALTERNATE PAGE FOR SELLING SECURITYHOLDERS PROSPECTUS]
PROSPECTUS SUMMARY
You should read the following summary together with the more detailed
information regarding Hannibal Capital Corp. ("Hannibal") and our financial
statements and the related notes appearing elsewhere in this prospectus.
HANNIBAL CAPITAL CORP.
Hannibal was organized as a Delaware corporation on December 2, 1999,
the successor entity to a tax-free reorganization with a Nevada corporation
organized on October 7, 1998. Hannibal was organized to pursue certain
securities litigation matters and to take title to and receive the proceeds
anticipated from such litigation for the benefit of certain shareholders of
Biofarm, Inc. ("BIOF").
Pursuant to a Stock Purchase Agreement dated April 1, 1998, between
BIOF and Litchefield Continental, Ltd. ("Litchefield"), BIOF purchased
approximately 87% of the capital stock of Biofarm, S.A. from Litchfield and
issued to Litchfield a convertible debenture of BIOF. Such convertible debenture
assured Litchfield of voting control of BIOF. However, the agreement with
Litchfield preserved for the benefit of the shareholders of BIOF other than
Litchfield the proceeds of any recovery from litigation instituted by BIOF prior
to the Litchfield transaction. Despite the rescission of the Litchfield
transaction on October 31, 1999, in order to insure that the benefits (if any)
of the anticipated litigation proceeds would be available only to its
shareholders and not the owners of BIOF shares as a result of a future
acquisition consummated for BIOF common stock, BIOF assigned all of its right,
title and interest in the litigation matters to Hannibal. Therefore, Hannibal
will be owned and controlled by shareholders of BIOF only; and any subsequent
acquiree of BIOF will not share therein.
1
<PAGE>
[ALTERNATE PAGE FOR SELLING SECURITYHOLDERS PROSPECTUS]
THE OFFERING
Shares offered by Selling
Securityholders........................ 1,600,000 shares of common stock
Shares to be outstanding after
the Offering........................... 3,705,965 shares of common stock
Plan of
Distribution................................ The offering of our shares of
common stock is being made by
certain shareholders of our
company who wish to sell their
shares. Sales of our common stock
may be made by the selling
securityholders in the open
market or in privately negotiated
transactions and at market
prices, fixed prices or
negotiated prices.
Use of Proceeds............................. Hannibal will not receive any
proceeds from this offering.
2
<PAGE>
[ALTERNATE PAGE FOR SELLING SECURITYHOLDERS PROSPECTUS]
USE OF PROCEEDS
This prospectus is part of a registration statement that permits
certain shareholders of Hannibal ("Selling Securityholders") to sell their
shares of Hannibal common stock in the open market or in privately negotiated
transactions. As such, Hannibal will not receive any proceeds from this
offering.
3
<PAGE>
DILUTION
As of October 31, 1999, Hannibal had outstanding an aggregate of
100,000 shares of its Common Stock. These 100,000 shares had a net tangible book
value of $759,540 ($7.60 per share). Net tangible book value per share consists
of total assets minus intangible assets and liabilities, divided by the total
number of shares issues and outstanding. (Hannibal has issued no warrants,
options or convertible securities.)
Giving effect to the receipt by Hannibal of an additional $750,000 from
outstanding subscriptions receivable, and giving effect to the issuance therefor
of an additional 1,500,000 shares of Hannibal Common Stock, the PRO FORMA net
tangible book value would be $759,540 ($.47 per share).
Giving effect to the further issuance by Hannibal of an additional
2,105,965 shares of its Common Stock to the shareholders of BIOF upon completion
of the offering hereby, the resulting net tangible book value would be $759,540
(or $.21) per share of each of the 3,705,965 shares then issued and outstanding.
CONCURRENT OFFERING
The registration statement of which this Prospectus is a part also
includes a prospectus with respect to the distribution of 2,105,965 shares of
Hannibal common stock to the shareholders of BIOF, other than Litchfield,
pursuant to a stock purchase agreement between BIOF and Litchfield. This
distribution may have a material adverse effect on the market price of the
common stock offered hereby.
PLAN OF DISTRIBUTION
While the registration statement is effective, the Selling
Securityholders may sell their shares directly to the public, without the aid of
a broker or dealer, or they may sell their shares through a broker or dealer if
the Hannibal common stock is authorized for inclusion on the OTC Bulletin Board.
The Selling Securityholders have the option of selling their shares in the open
market or in privately negotiated transactions. Additionally, the Selling
Securityholders may sell their shares at market prices, fixed prices or
negotiated prices. Any commission, fee or other compensation of a broker or
dealer would depend on the brokers or dealers involved in the transaction and
would be paid by the respective Selling Securityholders.
4
<PAGE>
[ALTERNATE PAGE FOR SELLING SECURITYHOLDERS PROSPECTUS]
SELLING SECURITYHOLDERS
The following are the shareholders who are offering their shares for
sale under this prospectus; the amount of shares owned by such shareholder prior
to this offering; the amount to be offered by such shareholder; and the amount
to be owned by such shareholders following completion of the offering:
<TABLE>
<CAPTION>
NUMBER OF
POSITION WITH NUMBER OF NUMBER OF SHARES PERCENTAGE OF SHARES OWNED
NAME THE COMPANY SHARES OWNED(1) OFFERED SHARES OWNED AFTER SALE(2)
- ---- ----------- --------------- ------- ------------ -------------
<S> <C> <C> <C> <C> <C>
David R. Stith President and 100,000 100,000 2.77% 0
Director
Herbert S. McDonald Vice President 100,000 100,000 2.77% 0
and Director
Eurodisc Limited -- 300,000 300,000 8.31% 0
Sound Wave 0
Musikvertriebestellschaft -- 100,000 100,000 2.77%
GmbH
Certified Elevator Company, Inc.
-- 100,000 100,000 2.77% 0
Flyboy Partnership -- 100,000 100,000 2.77% 0
Bay Ridge Partners -- 100,000 100,000 2.77% 0
North Bay Associates -- 100,000 100,000 2.77% 0
Dr. Goebel
Unternehmensberatung -- 100,000 100,000 2.77% 0
Abingdon Partners -- 100,000 100,000 2.77% 0
Pyramid Consulting -- 100,000 100,000 2.77% 0
Aarnel Funding Corp. -- 100,000 100,000 2.77% 0
Capital Instrument Ltd. -- 100,000 100,000 2.77% 0
ValJim, Inc. -- 100,000 100,000 2.77% 0
</TABLE>
(1) With the exception of 100,000 shares issued to Eurodisc Limited in
exchange for payment in full in the amount of $50,000, none of the
shares listed in this table has been issued and none will be until the
respective subscription receivable is paid.
(2) This table assumes that each shareholder will sell all of its shares
available for sale during the effectiveness of the registration
statement that includes this prospectus. Shareholders are not required
to sell their shares.
5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Delaware law, a corporation may indemnify a person who is a
party or threatened to be made a party to any action, suit or proceeding by
reason of the fact the he or she is an officer, director, employee or agent of
the corporation, against such person's costs and expenses incurred in connection
with such action so long as he or she acted in good faith and in a manner which
he or she reasonably believed to be in, or not opposed to, the best interest of
the corporation, and, in the case of criminal actions, had no reasonable cause
to believe his or her conduct was unlawful. Delaware law requires a corporation
to indemnify any such person who is successful on the merits or defense of such
action against costs and expenses actually and reasonably incurred in connection
with the action.
The bylaws of Hannibal, filed as Exhibit 3.2, provide that Hannibal
will indemnify its officers and directors for costs and expenses incurred in
connection with the defense of actions, suits, or proceedings against them on
account of their being or having been directors or officers of Hannibal, absent
a finding of negligence or misconduct in office. Hannibal's Bylaws also permit
Hannibal to maintain insurance on behalf of its officers, directors, employees
and agents against any liability asserted against and incurred by that person
whether or not Hannibal has the power to indemnify such person against liability
for any of those acts.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses payable by the
registrant in connection with the sale of the securities being registered. All
amounts are estimates except the SEC registration fee:
SEC registration fee.........................................$ 515.13
Printing and engraving expenses..............................$10,000.00
Accounting fees and expenses.................................$ 7,500.00
Attorneys' fees and expenses.................................$20,000.00
Transfer agent's and registrant's fees and expenses..........$ 2,500.00
Miscellaneous................................................$ 5,000.00
----------
Total...............................................$38,015.13
==========
6
<PAGE>
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
Set forth below is information regarding the issuance and sales of
Hannibal's securities without registration since it formation. No such sales
involved the use of an underwriter and no commissions were paid in connection
with the sale of any securities.
In September 1999, the Company sold 1,600,000 shares of its Common
Stock to sixteen (16) purchasers at a price of $.50 per share. The Company
received non-negotiable promissory notes in consideration for the purchases.
The transactions described above did not involve public offerings of
the Company's securities and were except for the registration requirements of
the Securities Act of 1933 pursuant to Section 4(2) thereunder.
ITEM 27. EXHIBITS
Exhibit
Number Name
- ------ ----
3.1 Certificate of Incorporation of Incorporation
3.2 Bylaws
4.1 Form of Promissory Note (1)
5.1 Opinion re: Legality (1)
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (see Exhibit 5.1)
27.1 Financial Data Schedule
- ----------
(1) To be filed by Amendment
ITEM 28. UNDERTAKINGS.
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:
(a) To include any prospectus required by section 10(a)(3)
of Securities Act.
(b) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement.
7
<PAGE>
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the commission pursuant to Rule 424(B) if, in the aggregate,
the changes in volume and price represent no more than 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(c) 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, 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Exchange Act 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.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of New York, State of New
York, on December 16, 1999.
HANNIBAL CAPITAL CORP.
By: /s/ DAVID R. STITH
--------------------------
David R. Stith, President
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
NAME TITLE DATE
President and Director December 16, 1999
/s/ David R. Stith
- ---------------------------
David R. Stith
/s/ Herbert S. McDonald Vice President and Director December 16, 1999
- ---------------------------
Herbert S. McDonald
December 16, 1999
/s/ Desiree L. Pierson Treasurer, Secretary and
- --------------------------- Director
Desiree L. Pierson
9
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Name
3.1 Certificate of Incorporation
3.2 Bylaws
23.1 Consent of Independent Auditors
27.1 Financial Data Schedule
CERTIFICATE OF INCORPORATION
OF
HANNIBAL CAPITAL CORP.
The undersigned, a natural person, for the purpose of
organizing a corporation for conducting the business and promoting the purposes
hereinafter stated, under the provisions and subject to the requirements of the
laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware
Code and the acts amendatory thereof and supplemental thereto, and known,
identified, and referred to as the "General Corporation Law of the State of
Delaware"), hereby certifies that:
FIRST: The name of the corporation (hereinafter called the
"Corporation") is HANNIBAL CAPITAL CORP.
SECOND: The address, including street, number, city, and
county, of the registered office of the corporation in the State of Delaware is
Corporation Service Company, 1013 Centre Road, in the City of Wilmington, County
of New Castle; and the name of the registered agent of the corporation in the
State of Delaware at such address is Corporation Service Company.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is ten million (10,000,000) shares of
common stock, having a par value of $.001 per share and each entitled to one
vote per share.
No holder of any of the shares of the stock of the
Corporation, whether now or hereafter authorized and issued, shall be entitled
as of right to purchase or subscribe for any unissued stock of any class, or any
additional shares of any class to be issued by reason of any issuances of
capital stock of the Corporation or any increase of the authorized capital stock
of any class of the Corporation, or bonds, certificates of indebtedness,
debentures, or other securities convertible into stock of any class of the
Corporation, or carrying any right to purchase stock of any class of the
Corporation, but any such unissued stock or any such additional authorized issue
of any stock or of other securities convertible into stock, or carrying any
right to purchase stock, may be issued and disposed of pursuant to resolution of
the Board of Directors to such persons, firms, corporations, or associations,
and upon such terms, as may be deemed advisable by the Board of Directors in the
exercise of its discretion.
FIFTH: The name and the mailing address of the incorporator
are as follows:
<PAGE>
NAME MAILING ADDRESS
Steven F. Wasserman, Esq. Berlack, Israels & Liberman LLP
120 West 45th Street
New York, New York 10036
SIXTH: The corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed
between this Corporation and its creditors or any class of them and/or between
this Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this Corporation
under ss.291 of Title 8 of the Delaware Code or on the application of trustees
in dissolution or of any receiver or receivers appointed for this Corporation
under ss.279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.
EIGHTH: For the management of the business and for the conduct
of the affairs of the Corporation, and in further definition, limitation, and
regulation of the powers of the Corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the
affairs of the Corporation shall be vested in its Board of Directors. The number
of directors which shall constitute the whole Board of Directors shall be fixed
by, or in the manner provided in, the Bylaws. The phrase "whole Board" and the
phrase "total number of directors" shall be deemed to have the same meaning, to
wit, the total number of directors which the corporation would have if there
were no vacancies. No election of directors need be by written ballot.
2. After the original or other Bylaws of the Corporation have
been adopted, amended, or repealed, as the case may be, in accordance with the
provisions of ss.109 of the General Corporation Law of the State of Delaware,
and, after the Corporation has received any payment for any of its stock, the
power to adopt, amend, or repeal the Bylaws of the Corporation may be exercised
by the Board of Directors of the Corporation; provided, however, that any
<PAGE>
provision for the classification of directors of the Corporation for staggered
terms pursuant to the provisions of subsection (d) of ss.141 of the General
Corporation Law of the State of Delaware shall be set forth in an initial Bylaw
or in a Bylaw adopted by the stockholders entitled to vote of the Corporation
unless provisions for such classification shall be set forth in this certificate
of incorporation.
3. Whenever the Corporation shall be authorized to issue only one
class of stock, each outstanding share shall entitle the holder thereof to
notice of, and the right to vote at, any meeting of stockholders. Whenever the
Corporation shall be authorized to issue more than one class of stock, no
outstanding share of any class of stock which is denied voting power under the
provisions of the certificate of incorporation shall entitle the holder thereof
to the right to vote at any meeting of stockholders except as the provisions of
paragraph (2) of subsection (b) of ss.242 of the General Corporation Law of the
State of Delaware shall otherwise require; provided, that no share of any such
class which is otherwise denied voting power shall entitle the holder thereof to
vote upon the increase or decrease in the number of authorized shares of said
class.
NINTH: The personal liability of the directors of the
Corporation is hereby eliminated to the fullest extent permitted by the
provisions of paragraph (7) of subsection (b) of ss.102 of the General
Corporation Law of the State of Delaware, as the same may be amended and
supplemented.
TENTH: The Corporation shall, to the fullest extent permitted
by the provisions of ss.145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by said section which may be incurred by or asserted against such
persons by reason of any action taken or entitled to be taken on behalf of the
Corporation and in furtherance of its interests, and the indemnification
provided for herein shall continue 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.
ELEVENTH: From time to time any of the provisions of this
certificate of incorporation may be amended, altered, or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the corporation by
this certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.
Signed on December _______, 1999
/s/ STEVEN. F. WASSERMAN, ESQ.
----------------------------------
Steven F. Wasserman, Esq.
Incorporator
BY-LAWS
OF
HANNIBAL CAPITAL CORP.
(A DELAWARE CORPORATION)
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in
the corporation shall be signed by, or in the name of, the corporation by the
Chairman or Vice-Chairman of the Board of Directors, if any, or by the President
or a Vice-President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the corporation. Any or all the
signatures on any such certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue.
Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon or registration of transfer of any
shares of stock of any class or series shall be noted conspicuously representing
such shares.
The corporation may issue a new certificate of stock or uncertificated
shares in place of any certificate theretofore issued by it, alleged to have
been lost, stolen, or destroyed, and the Board of Directors may require the
owner of the lost, stolen, or destroyed certificate, or his legal
representative, to give the corporation a bond sufficient to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss, theft, or destruction of any such certificate or the issuance of
any such new certificate or uncertificated shares.
2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the
General Corporation Law, the Board of Directors of the corporation may provide
by resolution or resolutions that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a reasonable
time after the issuance or transfer of any uncertificated shares, the
corporation shall send to the registered owner thereof any written notice
prescribed by the General Corporation Law.
3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be
required to, issue fractions of a share. If the corporation does not issue
fractions of a share, it shall arrange for the disposition of fractional
interests by those entitled thereto, pay in cash the fair value of fractions of
a share as of the time when those entitled to receive such fractions are
determined, or issue
<PAGE>
scrip or warrants in registered form (either represented by a certificate or
uncertificated) or bearer form (represented by a certificate) which shall
entitle the holder to receive a full share upon the surrender of such scrip or
warrants aggregating a full share. A certificate for a fractional share or an
uncertificated fractional share shall, but scrip or warrants shall not unless
otherwise provided therein, entitle the holder to exercise voting rights, to
receive dividends thereon, and to participate in any of the assets of the
corporation in the event of liquidation. The Board of Directors may cause scrip
or warrants to be issued subject to the conditions that they shall become void
if not exchanged for certificates representing the full shares or uncertificated
full shares before a specified date, or subject to the conditions that the
shares for which scrip or warrants are exchangeable may be sold by the
corporation and the proceeds thereof distributed to the holders of scrip or
warrants, or subject to any other conditions which the Board of Directors may
impose.
4. STOCK TRANSFERS. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and, in the case of shares represented by certificates, on
surrender of the certificate or certificates for such shares of stock properly
endorsed and the payment of all taxes due thereon.
5. RECORD DATE FOR STOCKHOLDERS. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date shall not be more than sixty nor less than ten days before the date of such
meeting. If no record date is fixed by the Board of Directors, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which the meeting is held. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting. In order that the corporation
may determine the stockholders entitled to consent to corporate action in
writing without a meeting, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which date shall not be
more than ten days after the date upon which the resolution fixing the record
date is adopted by the Board of Directors. If no record date has been fixed by
the Board of Directors, the record date for determining the stockholders
entitled to consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is required by the General Corporation
Law, shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the corporation by delivery
to its registered office in the State of Delaware, its principal place of
business, or an officer or agent of the corporation having custody of the book
in which proceedings of meeting of stockholders are recorded. Delivery made to
the corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
the General Corporation Law, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be at
the close of business on the day on which the Board of Directors adopts the
resolution taking such prior action. In order that the corporation may determine
the stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders entitled to exercise
any rights in respect of any change, conversion, or exchange of stock, or for
the purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted, and which record date shall be not more than
sixty days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
-2-
<PAGE>
on the day on which the Board of Directors adopts the resolution relating
thereto.
6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares of
stock when the corporation is authorized to issue only one class of shares of
stock and said reference is also intended to include any outstanding share or
shares of stock or any holder or holders of record of outstanding shares of
stock of any class upon which or upon whom the certificate of incorporation
confers such rights where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such rights
notwithstanding that the certificate of incorporation may provide for more than
one class or series of shares of stock, one or more of which are limited or
denied such rights thereunder; provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the
provisions of the certificate of incorporation, except as any provision of law
may otherwise require.
7. STOCKHOLDER MEETINGS
- TIME. The annual meeting shall be held on the date and at
the time fixed, from time to time, by the directors, provided, that the first
annual meeting shall be held on a date within thirteen months after the
organization of the corporation, and each successive annual meeting shall be
held on a date within thirteen months after the date of the preceding annual
meeting. A special meeting shall be held on the date and at the time fixed by
the directors.
- PLACE. Annual meetings and special meetings shall be held at
such place, within or without the State of Delaware, as the directors may, from
time to time, fix. Whenever the directors shall fail to fix such place, the
meeting shall be held at the registered office of the corporation in the State
of Delaware.
- CALL. Annual meetings and special meetings may be called by
the directors or by any officer instructed by the directors to call the meeting
or by the holders of at least a majority of the outstanding Common Stock.
- NOTICE OR WAIVER OF NOTICE. Written notice of all meeting
shall be given, stating the place, date, and hour of the meeting and stating the
place within the city or other municipality or community at which the list of
stockholder of the corporation may be examined. The notice of an annual meeting
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<PAGE>
shall state that the meeting is called for the election of directors and for the
transaction of other business which may properly come before the meeting, and
shall (if any other action which could be taken at a special meeting is to be
taken at such annual meeting) state the purpose or purposes. The notice of a
special meeting shall in all instances state the purpose or purposes for which
the meeting is called. The notice of any meeting shall also include, or be
accompanied by, any additional statements, information, or documents prescribed
by the General Corporation Law. Except as otherwise provided by the General
Corporation Law, a copy of the notice of any meeting shall be given, personally
or by mail, not less than ten days nor more than sixty days before the date of
the meeting, unless the lapse of the prescribed period of time shall have been
waived, and directed to each stockholder at his record address or at such other
address which may have been furnished by request in writing to the Secretary of
the corporation. Notice by mail shall be deemed to be given when deposited, with
postage thereon prepaid, in the United States Mail. If a meeting is adjourned to
another time, not more than thirty days hence, and/or to another place, and if
an announcement of the adjourned time and/or place is made at the meeting, it
shall not be necessary to give notice of the adjourned meeting unless the
directors, after adjournment, fix a new record date for the adjourned meeting.
Notice need not be given to any stockholder who submits a written waiver of
notice signed by him before or after the time stated therein. Attendance of a
stockholder at a meeting of stockholder shall constitute a waiver of notice of
such meeting, except when the stockholder attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of notice.
- STOCKHOLDER LIST. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city or other municipality or community
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the corporation, or to vote at any meeting of
stockholders.
- CONDUCT OF MEETING. Meetings of the stockholders shall be
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, a Vice-President, or, if none of the foregoing is
in office and present and acting, by a chairman to be chosen by the
stockholders. The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present the Chairman of the meeting shall appoint
a secretary of the meeting.
-4-
<PAGE>
- PROXY REPRESENTATION. Every stockholder may authorize
another person or persons to act for him by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxy shall be voted or acted upon after three years from
its date unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally.
- INSPECTORS. The directors, in advance of any meeting, may,
but need not, appoint one or more inspectors of election to act at the meeting
or any adjournment thereof. If an inspector or inspectors are not appointed, the
person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting by the person presiding thereat. Each
inspector, if any, before entering upon the discharge of his duties, shall take
and sign an oath faithfully to execute the duties of inspectors at such meeting
with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots, or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots, or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspector or inspectors, if any, shall
make a report in writing of any challenge, question, or matter determined by him
or them and execute a certificate of any fact found by him or them. Except as
otherwise required by subsection (e) of Section 231 of the General Corporation
Law, the provisions of that Section shall not apply to the corporation.
- QUORUM. The holders of a majority of the outstanding shares
of stock shall constitute a quorum at a meeting of stockholders for the
transaction of any business. The stockholders present may adjourn the meeting
despite the absence of a quorum.
- VOTING. Each share of stock shall entitle the holder thereof
to one vote. Directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors. Any other action shall be authorized by a
majority of the votes cast except where the General Corporation Law prescribes a
different percentage of votes and/or a different exercise of voting power, and
except as may be otherwise prescribed by the provisions of the certificate of
incorporation and these By-laws or by any shareholders or other agreement to
which the Corporation is a party. In the election of directors, and for any
other action, voting need not by ballot.
8. STOCKHOLDER ACTION WITHOUT MEETINGS. Any action required by the
General Corporation Law to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special meeting
of stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
-5-
<PAGE>
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of there taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing. Action taken pursuant to this paragraph shall be
subject to the provisions of Section 228 of the General Corporation Law.
ARTICLE II
DIRECTORS
1. FUNCTION AND DEFINITION. The business and affairs of the
corporation shall be managed by or under the direction of the Board of Directors
of the corporation. The Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.
2. QUALIFICATIONS AND NUMBERS. A director need not be a stockholder
or a resident of the State of Delaware. The initial Board of Directors shall
consist of 2 persons. Thereafter the number of directors constituting the whole
board shall be at least two. Subject to the foregoing limitation and except for
the first Board of Directors, such number may be fixed from time to time by
action of the stockholders or of the directors, or, if the number is not fixed,
the number shall be 2. The number of directors may be increased or decreased by
action of the stockholders or of the directors.
3. ELECTION AND TERM. The first Board of Directors, unless the
members thereof shall have been named in the certificate of incorporation, shall
be elected by the incorporator or incorporators and shall hold office until the
first annual meeting of stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the corporation. Thereafter, directors who
are elected at an annual meeting of stockholders, and directors who are elected
in the interim to fill vacancies and newly created directorships, shall hold
office until the next annual meeting of stockholders and until their successors
are elected and qualified or until their earlier resignation or removal. Except
as the General Corporation Law may otherwise require, in the interim between
annual meetings of stockholders or of special meetings of stockholders called
for the election of directors and/or for the removal of one or more directors
and for the filling of any vacancy in that connection, newly created
directorships and any vacancies in the Board of Directors, including unfilled
vacancies resulting from the removal of directors for cause or without cause,
may be filled by the vote of a majority of the remaining directors then in
office, although less than a quorum, or by the sole remaining director.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall
fix, except that the first meeting of a newly elected Board shall be held as
soon after its election as the directors may conveniently assemble.
-6-
<PAGE>
- PLACE. Meetings shall be held at such place within or
without the State of Delaware as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings for
which time and place have been fixed. Special meetings may be called by or at
the direction of the Chairman of the board, if any, the Vice-Chairmen of the
Board, if any, or the President, or by or at the direction of a majority of the
directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
directors thereat. Notice need not be given to any directors or to any member of
a committee of directors who submits a written waiver of notice signed by him
before or after the time stated herein. Attendance of any such person at a
meeting shall constitute a waiver of notice of such meeting, except when he
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the directors need be specified in any
written waiver of notice.
- QUORUM AND ACTION. A majority of the whole Board shall
constitute a quorum except when a vacancy or vacancies prevents such majority,
whereupon a majority of the directors in office shall constitute a quorum,
provided, that such majority shall constitute at least one-third of the whole
Board. A majority of the directors present, whether or not a quorum is present,
may adjourn a meeting to another time and place. Except as herein otherwise
provided, and except as otherwise provided by the General Corporation Law, the
vote of the majority of directors present at a meeting at which a quorum is
present shall be the act of the Board. The quorum and voting provisions herein
stated shall not be construed as conflicting with any provisions of the General
Corporation Law and these Bylaws which govern a meeting of directors held to
fill vacancies and newly created directorships in the Board or action of
disinterested directors.
Any member or members of the Board of Directors or of any
committee designated by the Board, may participate in a meeting of the Board, or
any such committee, as the case may be, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other.
- CHAIRMAN OF THE MEETING. The Chairmen of the Board, if any
and if present and acting, shall preside at all meetings. Otherwise, the
Vice-Chairman of the Board, of any and if present and acting, or the President,
if present and acting, or any other director chosen by the Board, shall preside.
5. REMOVAL OF DIRECTORS. Except as may otherwise be provided
by the General Corporation Law, or any shareholders or other agreement to which
the Corporation is a party, any directors or the entire Board of Directors may
be removed, with or without cause, by the holders of a majority of the shares
then entitled to vote at an election of directors.
-7-
<PAGE>
6. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of any member of any such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board, shall have and
may exercise the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation with the exception of
any authority of the Board of Directors in the management of the business and
affairs of the corporation with the exception of any authority the delegation of
which is prohibited by Section 141 of the General Corporation Law, and may
authorize the seal of the corporation to be affixed to all papers which may
require it.
7. WRITTEN ACTION. Any action required or permitted to be
taken at any meeting of the Board of Directors or any committee, as the case may
be, may be taken by the directors in lieu of any meeting, by the consent thereto
in writing, signed by all of the directors, and the writing, and the writing or
writings, are filed with the minutes of proceedings of the Board or committee.
ARTICLE III
OFFICERS
The officers of the corporation shall consist of a President,
a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by
the Board of Directors, a Chairman of the Board, an Executive Vice President,
one or more other Vice-Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers, and such other officers with such titles as the
resolution of the Board of Directors choosing them shall designate. Except as
may otherwise be provided in the resolution of the Board of Directors choosing
him, no officer other than the Chairman or Vice Chairman of the Board if any,
need be a director. Any number of offices may be held by the same person, as the
directors may determine.
ARTICLE IV
INDEMNIFICATION
The Corporation shall (a) indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that 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
expenses (including attorneys' fees) actually and reasonably incurred by him in
-8-
<PAGE>
connection with the defense or settlement of such action or suit, (b) indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation), by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or served 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
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any such action, suit
or proceeding, in each case to the fullest extent permissible under subsections
(a) through (f) of Section 145 of General Corporation Law of the State of
Delaware or the indemnification provisions of any successor statute and (c)
advance reasonable and necessary expenses in connection with such actions or
suits, and not seek reimbursement of such expenses unless there is a specific
determination by a court having competent jurisdiction that the officer or
director is not entitled to such indemnification. The foregoing right of
indemnification shall in no way be exclusive of any other rights of
indemnification to which any such persons may be entitled, under any by-law,
agreement, vote of shareholders or disinterested directors or otherwise, and
shall inure to the benefit of such person and the heirs, executors and
administrators of such a person.
ARTICLE V
CORPORATE SEAL
The corporate seal shall be in such form as the Board of
Directors shall prescribe.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall
be subject to change, by the Board of Directors.
CONTROL OVER BYLAWS
Subject to the provisions of the certificate of incorporation
and the provisions of the General Corporation Law, the power to amend, alter, or
repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of
Directors or by the stockholders.
-9-
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
use of our report dated December 10, 1999, relating to the financial statements
of Hannibal Capital Corp. and to all references to our Firm included in or made
a part of this Form S-1 Registration Statement and to the reference to our Firm
under the caption "Experts" in each Prospectuses.
ASHER & COMPANY, Ltd.
Philadelphia, Pennsylvania
December 16, 1999
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