<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
ASP VENTURES CORP.
- ------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
FLORIDA 98-0203918
------------------------------- -----------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization Identification No.)
</TABLE>
1177 WEST HASTINGS STREET, #1818, VANCOUVER BC, CANADA V6E 2K3
------------------------------------------------------ ---------
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (604) 602-1717
--------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
- ------------------------------------------------------------------------------
(TITLE OF CLASS)
- ------------------------------------------------------------------------------
(TITLE OF CLASS)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------------------ ------------------------------
<S> <C>
Common Stock, $0.001 Par Value OTC Bulletin Board
</TABLE>
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF BUSINESS
(a) DEVELOPMENT OF BUSINESS. ASP Ventures Corp. was originally incorporated
under the laws of the State of Florida on March 23, 1989 under the name of
"Airsupport Services Corp." On May 15, 1998, we amended our Articles of
Incorporation to, among other things, change our name to "ASP Ventures Corp." We
are filing this Form 10-SB on a voluntary basis under the Securities Exchange
Act of 1934 (the "Exchange Act") in order to become eligible for quotation on
the OTC Bulletin Board.
(b) BUSINESS OF REGISTRANT. ASP is a development stage company whose only
operation is seeking viable businesses to acquire. Accordingly, the auditor's
report on our financial statements notes that we will need additional financing
or future profitability to continue as a going concern. Since its formation, ASP
has explored entering into various businesses but has not commenced operations
in any business. In particular:
- From March 23, 1989 until December 31, 1989 ASP explored the
possibility of providing support services to airlines. On December
31, 1989, ASP's Board of Directors determined that providing support
services to airlines was not a viable business opportunity and that
ASP should cease looking for businesses to acquire until the board
determined otherwise. ASP remained dormant until May 15, 1998;
- From May 15, 1998 until February 1999, ASP again began seeking
businesses to acquire. In anticipation of becoming involved in a
business other than providing support services to airlines, ASP
changed its name to ASP Ventures Corp.
- In February 1999, ASP explored manufacturing lightweight concrete
additives. On June 5, 1999, it entered into a binding memorandum of
agreement to acquire a minimum of 69.64% of the outstanding common
stock of Felco Holding Zug AG, a Swiss manufacturer of lightweight
concrete additives, in exchange for 3 million shares of ASP common
stock and 350,000 Swiss Francs. The agreement also provided that
Felco's controlling shareholders would assign or exclusively license
their interests in certain intellectual property and technical
processes to Felco, and that ASP would loan Felco 400,000 Swiss
Francs (approximately US$251,572) for use as working capital. ASP
advanced $132,231 to Felco following the execution of the agreement.
Shortly thereafter, ASP terminated the transaction because of
questions concerning the valuation of Felco's intellectual property
and technical processes to be assigned or licensed to Felco under the
agreement. ASP wrote off its $132,231 loan to Felco as not
collectible. ASP's management does not believe that ASP incurred any
liabilities as a result of its termination of the agreement.
(c) REPORTS TO SECURITIES HOLDERS. ASP does not currently file reports with
the Securities and Exchange Commission ("SEC"). ASP expects to prepare and
provide annual reports to its security holders after registration hereunder.
A copy of the materials filed by ASP with the SEC may be obtained and copied
at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. Information on the Public Reference Room may be obtained by calling the
SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports,
proxy and information statements, and other information regarding issuers that
file electronically with the SEC at the site http://www.sec.gov.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(a) PLAN OF OPERATION. ASP's plan of operation is to explore the acquisition
of viable operating companies. We anticipate that ASP can satisfy its current
cash requirements for a period of 6-12 months and do not anticipate that we will
have to raise additional funds in the next 3 months. If ASP requires additional
capital in order to acquire an operating company, we plan to raise such
additional funds through a private placement of
<PAGE> 3
common stock. We will satisfy legal and accounting costs associated with filing
reports under the Exchange Act through ASP's cash reserves.
(b) FACTORS THAT COULD AFFECT OPERATING RESULTS
Forward Looking Statements. This Registration Statement on Form 10-SB
contains forward-looking statements. Additional written and oral forward-looking
statements may be made by ASP from time to time in SEC filings and otherwise.
Results predicted by forward-looking statements, including, without limitation,
those relating to our future business prospects, revenues, working capital,
liquidity, capital needs, interest costs, and income are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those indicated in the forward-looking statements, due to the following
factors, among other risks and factors identified from time to time in ASP's
filings with the SEC.
ASP Will Need Additional Capital in the Future. We anticipate that
ASP can satisfy its current cash requirements for a period of 6-12 months.
However, the actual amounts and timing of ASP's future capital requirements may
vary significantly from management's estimates. ASP intends to evaluate
strategic alliances and acquisition opportunities on an ongoing basis as they
may arise and ASP may require additional financing if management elects to
pursue any such opportunities. Such additional financing may not be available on
acceptable terms or at all. A lack of financing may require ASP to delay or
abandon plans for entering into such strategic alliances or acquisition
opportunities.
ASP Has a History of Losses and Cannot Be Certain to Achieve Positive Cash
Flow. For the nine months ended September 30, 1999, ASP had a net loss of
$380,044. In addition, ASP had an accumulated deficit of $387,544 as of
September 30, 1999. ASP presently has no revenue producing operations.
Even if ASP acquires an operating entity, it cannot be certain that it
will achieve or sustain positive cash flow or profitability from its operations.
ASP's net losses and negative cash flow are likely to continue even longer than
management currently anticipates if ASP does not acquire a viable operating
entity and if it does not attract and retain qualified personnel. ASP's ability
to achieve its objectives is subject to financial, competitive, regulatory,
legal, technical and other factors, many of which are beyond ASP's control.
ASP Is Subject to Risks As It Makes Acquisitions and Engages in Strategic
Alliances. As part of its business strategy, ASP intends to acquire, make
investments in, or enter into strategic alliances with as yet unidentified
operating companies. Any such future acquisitions, investments or strategic
alliances would involve risks, such as:
- - incorrect assessment of the value, strengths and weaknesses of acquisition
and investment opportunities;
- - underestimating the difficulty of integrating the operations and personnel
of newly acquired companies;
- - the potential disruption of any ongoing business, including possible
diversions of resources and management time; and
- - the threat of impairing relationships with employees and customers as a
result of changes in management or ownership.
ASP cannot assure you that it will be successful in overcoming these
risks. Moreover, ASP cannot be certain that any desired acquisition, investment
or strategic alliance could be made in a timely manner or on terms and
conditions acceptable to ASP. Neither can ASP assure you that ASP will be
successful in identifying attractive acquisition candidates. We expect that
competition for such acquisitions may be significant. ASP may compete with
others who have similar acquisition strategies, many of whom may be larger and
have greater financial and other resources than ASP.
An additional risk associated with acquisitions is that many attractive
acquisition candidates do not have audited financial statements and have varying
degrees of internal controls. Although ASP may believe that the available
financial information for a particular business is reliable, it cannot guarantee
that a subsequent audit would not reveal matters of significance, including with
respect to liabilities, contingent or otherwise. ASP's management expects that,
from time to time in the future, ASP will enter into acquisition agreements, the
pro forma effect of which is not known and cannot be predicted.
<PAGE> 4
ASP Does Not Expect to Pay Dividends. ASP does not anticipate paying
cash dividends in the foreseeable future.
ITEM 3. DESCRIPTION OF PROPERTY
As of September 30, 1999, ASP had no material assets except for cash in the
amount of $34,281. ASP has no office facilities or real property holdings. ASP
currently rents office space at 1177 West Hastings Street, Vancouver, British
Columbia, Canada V6E 2K3, on a month-to-month basis at a monthly rental of
$2,140 Canadian.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The following table
provides information regarding beneficial owners of at least five percent
of the outstanding common stock of ASP.
<TABLE>
<CAPTION>
NUMBER OF SHARES OWNED
TITLE OF CLASS NAME AND ADDRESS AS OF AUGUST 19, 1999 % OF CLASS
- -------------- ---------------- --------------------- ----------
<S> <C> <C> <C>
Common Terra Healthy Living Ltd. 300,000 10.00
Pasea Estate
P.O. Box 958
Road Town, Tortola
British Virgin Islands
Common Triple Tree Venture 300,000 10.00
CIBC House
Rue du Pre 2-3 St. Pete
Guernsey, Channel Islands GY1 3
Common VTZ 300,000 10.00
P.O. Box 6139
CH-8023 Zurich
Switzerland
</TABLE>
No options, warrants, rights, conversion privileges or similar obligations exist
which provide the above shareholders, or any other persons, the right to acquire
additional shares within 60 days.
(b) ASP's directors and officers do not own any shares of its common stock.
(c) No arrangements presently exist which would result in a change in control
of ASP.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
(a) The current directors and officers of ASP, who will serve until ASP's
next annual meeting, or until their successors are elected or appointed
and qualified, are as follows:
<TABLE>
<CAPTION>
NAME AGE YR. ELECTED OFFICE HELD
---- --- ----------- -----------
<S> <C> <C> <C>
Ross Wilmot 55 1999 President
G.W. Norman Wareham 46 1999 Treasurer and Secretary
</TABLE>
<PAGE> 5
Ross Wilmot - Mr. Wilmot was appointed as a director and officer of ASP by
ASP's former sole director on April 20, 1999. Mr. Wilmot is a Chartered
Accountant. In addition, he serves in the following capacities of other
companies: (a) Vice-President, Finance and director of Intacta Technologies
Inc. (from March 23, 1999 to present); (b) Director and Vice-President,
Finance of Multivision Communications Corp. (from August 1995 to present);
(c) Vice-President, Finance of CTF Technologies Inc. (from July 1996 to
present); (d) Vice-President, Finance (from June 1996 to present and Director
(February 1997 to present) of Botex Industries Corp.; (e) Secretary and
Director of Paloma Ventures Ltd. (from April 1996 to present); and (f)
Vice-President of Finance of Plata Minerals Corp. (from January 1995 to
present).
G.W. Norman Wareham - Mr. Wareham was appointed a director and officer of ASP
by ASP's former sole director on April 20, 1999. Mr. Wareham has served, or
is currently serving, on the board of directors or as an officer for several
companies including ZMAX Corporation, Quantum PowerCorp, Solar Energy,
Immumed International Ltd. and Cybernet Internet Services International,
Inc. Mr. Wareham has been the president of Wareham Management Ltd. since May
1996. Mr. Wareham has been a director of two Canadian public companies,
Anthian Resources and Orko Gold. From June 1995 to January 1996, Mr. Wareham
was an accountant with the certified general accounting firm of Wanzel,
Sigmund & Overes. From April 1993 to February 1995, Mr. Wareham served as
President and Chief Executive Officer of Transatlantic Financial, a private
investment banking company. From August 1986 to March 1993, Mr. Wareham was
a proprietor of Wareham & Company, providing accounting and management
consulting services.
(b) ASP has no other officers or employees.
(c) No family relationship exists among ASP's directors and executive
officers.
(d) No legal proceedings have been instituted in the previous five years
against ASP's directors and officers, Messrs. Wilmot and Wareham. ASP
has no knowledge of any legal proceedings against any predecessor
director, officer or promoter of ASP.
ITEM 6. EXECUTIVE COMPENSATION
(a) GENERAL. ASP's officers and directors are paid based upon the fair market
value of the services they provide to ASP, as authorized by its board of
directors. No regular salary, bonus, stock option plan, stock appreciation
rights, stock incentive plan, or other compensation or perquisites have been
implemented by ASP. Amounts paid to the officers and directors are further
detailed in subsection (b) below.
(b) SUMMARY COMPENSATION TABLE. The following table sets forth certain
summary information concerning the compensation paid to the President,
Treasurer-Secretary, and former officers and directors since January 1, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION FISCAL SALARY BONUS OTHER COMPENSATION
--------------------------- ------ ------ ----- ------------------
YEAR PAID
---------
<S> <C> <C> <C> <C>
Ross Wilmot, President and Director 1999 0 0 $12,500*
G.W. Norman Wareham, Secretary,Treasurer and Director 1999 0 0 $18,725*
</TABLE>
* This amount represents a management fee paid to the President and
Treasurer-Secretary by ASP pursuant to a fee-for-time arrangement in
consideration for services rendered. Mr. Wilmot billed $2500 for each of
April, May, June, July and August, 1999. Mr. Wareham billed $2,675 for each
of April, May, June, July, August, September and October 1999.
(c) OPTION/SAR GRANTS. ASP has not granted any options or stock appreciation
rights during the last fiscal year.
(d) AGGREGATE OPTION/SAR EXERCISES. No stock options or stock appreciation
rights have been exercised in the last fiscal year.
<PAGE> 6
(e) LONG TERM INCENTIVE PLAN AWARDS. No long term incentive plans have been
awarded by ASP.
(f) COMPENSATION OF DIRECTORS. ASP's directors are compensated based upon the
fair market value of the services provided by such director to ASP, as approved
by the board of directors from time to time. All compensation paid to the
directors during the last fiscal year is detailed in subsection (b) above.
(g) EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT. ASP entered into a
fee-for-time employment arrangement with its President and director, Mr. Ross
Wilmot, whereby Mr. Wilmot is entitled to receive up to $2,500 per month in
consideration for services rendered. Mr. Wilmot's fee arrangement can be
terminated at any time by ASP without cause. Effective August 31, 1999, Mr.
Wilmot elected to forego further payments under this arrangement for an
indefinite period of time so that ASP can devote its cash resources to its
business operations. Mr. Wilmot's fee will accrue on a monthly basis from
September 1, 1999.
ASP entered into a fee-for-time arrangement with its Treasurer-Secretary
and director, Mr. Norman Wareham, whereby Mr. Wareham is entitled to receive
up to $2,675 per month in consideration for services rendered. Mr. Wareham's
fee arrangement can be terminated at any time by ASP without cause.
No compensation plans or arrangements exist which provide for compensation in
the event of a termination or resignation of ASP's officers.
(h) REPORT ON REPRICING OF OPTIONS/SARs. ASP has not granted any options or
stock appreciation rights.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From February 1, 1999 to March 31, 1999, ASP paid Mr. Wareham $5,350 for
consulting services rendered to ASP prior to Mr. Wareham becoming an officer and
director of the company.
ITEM 8. DESCRIPTION OF SECURITIES
ASP is authorized by its Articles of Incorporation to issue 50,000,000 shares
of common stock, par value $0.001 per share.
All shares of stock, when issued, are to be fully paid and non-assessable.
All shares of ASP's common stock are entitled to one vote at any shareholders
meeting or other authorized vote of the shareholders. All shares of ASP's common
stock are equal to one another with respect to dividends and liquidation rights.
Holders of ASP's common stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available for dividends,
and upon liquidation, are entitled to participate pro-rata in a distribution of
assets available for such distribution to shareholders. There are no conversion,
preemptive, option, or subscription privileges with respect to any shares. ASP's
common stock does not have cumulative voting rights which means that the holder
of more than 50% of the shares voting for the election of directors may elect
all of the directors if they choose to do so.
Reference is made to the Certificate of Incorporation, as amended, and the
Bylaws of ASP as well as to the applicable statutes of the State of Florida for
additional details on the rights, privileges, and liabilities of holders of
ASP's stock.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON ASP'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
<PAGE> 7
From May 29, 1998 to September 1, 1999, ASP's common stock was traded on the
OTC Bulletin Board under the symbol "APVE". ASP's common stock was removed from
the OTC Bulletin Board on September 1,1999, because ASP was not then registered
with the SEC and therefore did not meet the eligibility requirements for OTC
Bulletin Board listing. ASP's common stock is currently listed in the "Pink
Sheets" of the National Quotation Bureau, LLC. As of August 19,1999, ASP had
approximately 5 shareholders of record and 3,000,000 shares of common stock
outstanding.
The following table sets forth for the periods indicated the high and low bid
prices for the common stock as reported each quarterly period within the last
two fiscal years on the OTC Bulletin Board and the "Pink Sheets". The prices are
inter-dealer prices, do not include retail mark up, mark down or commission and
may not necessarily represent actual transactions.
OTC BULLETIN BOARD AND "PINK SHEETS"
<TABLE>
<CAPTION>
FISCAL QUARTER HIGH LOW
-------------- ---- ---
<S> <C> <C>
5/29/98*-6/30/98....... No quotes during this period
7/1/98-9/30/98......... 0.375 0.375
10/1/98-12/31/98....... 0.50 0.25
1/1/99-3/31/99......... 1.75 0.25
4/1/99-6/30/99......... 5.00 1.75
7/1/99-9/30/99......... Not available **
</TABLE>
*ASP'S STOCK BEGAN TRADING ON THE OTC BULLETIN BOARD MAY 29, 1998.
**ASP'S STOCK BEGAN TRADING ON THE "PINK SHEETS" ON SEPTEMBER 1, 1999.
During the last two years, no dividends have been paid on ASP's stock and we
do not anticipate paying any cash dividends in the foreseeable future. Although
it is our intention to utilize all available funds for the development of ASP's
business, no restrictions are in place which would limit or restrict ASP's
ability to pay dividends.
ITEM 2. LEGAL PROCEEDINGS
There are no pending legal proceedings to which ASP, its directors, or its
officers are a party. We have no knowledge of any pending legal proceedings to
which those parties owning 5% of ASP are a party. No legal proceedings are known
to ASP to be contemplated, or threatened by or against it.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Barry L. Friedman, P.C., 1582 Tulita Drive, Las Vegas, Nevada 89123,
reported upon ASP's financial statements for the period from inception (March
23,1989) through May 15,1999. On April 20, 1999, ASP engaged Deloitte & Touche
as auditors for ASP in anticipation of preparing this registration statement on
Form 10-SB. No principal accountant's report on ASP's financial statements for
either of the past two years has contained an adverse opinion, disclaimer of
opinion or modification of opinion. There have been no disagreements with
accountants as to any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
(a)ASP has made the following sales of unregistered common stock during the
previous 3 years. All denominations are in U.S. Dollars unless otherwise
noted.
<TABLE>
<CAPTION>
DATE
OF ISSUE TITLE PURCHASER SHARES SOLD CONSIDERATION EXEMPTION
-------- ----- --------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
3/26/99 Common Euroswiss Securities Limited 100,000 $20,000 Regulation D
3/26/99 Common Affaires Financieres S.A. 200,000 $40,000 Regulation D
3/26/99 Common Holger Timm 100,000 $20,000 Regulation D
3/26/99 Common Patrick Ramelet 100,000 $20,000 Regulation D
3/26/99 Common Cesare Bette 50,000 $10,000 Regulation D
3/26/99 Common Harpings Management Limited 100,000 $20,000 Regulation D
3/26/99 Common Rahn & Bodmer 100,000 $20,000 Regulation D
3/26/99 Common ValueInvest Ltd. 100,000 $20,000 Regulation D
3/26/99 Common Lilydale Finance Inc. 100,000 $20,000 Regulation D
3/26/99 Common Noble Trading Limited 100,000 $20,000 Regulation D
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C> <C> <C> <C>
3/26/99 Common Ecorum Limited 100,000 $20,000 Regulation D
3/26/99 Common FEGU Finance Inc. 100,000 $20,000 Regulation D
3/26/99 Common Jean T. Nasrallah 50,000 $10,000 Regulation D
3/26/99 Common Alia Holding Co. 100,000 $20,000 Regulation D
3/26/99 Common Cayman Islands Securities Ltd. 100,000 $20,000 Regulation D
3/26/99 Common Adana Investments Limited 100,000 $20,000 Regulation D
3/26/99 Common Arendal Investments Limited 100,000 $20,000 Regulation D
3/26/99 Common Haliun Hongorzul 50,000 $10,000 Regulation D
3/26/99 Common MFC Merchant Bank S.A. 100,000 $20,000 Regulation D
3/26/99 Common Signature Financial Corp. 50,000 $10,000 Regulation D
3/26/99 Common First Capital Invest Corp. 100,000 $20,000 Regulation D
</TABLE>
ASP sold 2,000,000 shares of common stock with a total offering price of
$400,000 pursuant to its March 26, 1999 offering of common stock. The principal
underwriters for ASP's offering were MFC Merchant Bank S.A. and Patrick Ramelet.
ASP paid a total of $12,000 in underwriting commissions in connection with this
offering.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article X of ASP's Articles of Incorporation contains provisions providing
for the indemnification of ASP's directors and officers as follows:
To the fullest extent permitted by law, no director or officer of
the Corporation shall be personally liable to the Corporation or
its shareholders for damages for breach of any duty owed to the
Corporation or its shareholders. In addition, the Corporation shall
have the power, in its By-Laws or in any resolution of its
stockholders or directors, to undertake to indemnify the officers
and directors of this corporation against any contingency or peril
as may be determined to be in the best interests of this
corporation, and in conjunction therewith, to procure, at this
corporation's expense, policies of insurance.
ASP has no agreement with its directors and officers, Messrs. Wilmot and
Wareham, providing for indemnification with respect to liability arising out of
their capacity or status as officers and directors.
At present, there is no pending litigation or proceeding involving ASP's
directors and officers as to which indemnification is being sought.
PART FS
ASP's Financial Statements, required by Regulation SB, commence on page
F-1 hereof in response to Part FS of this Registration Statement on Form 10-SB
and are incorporated herein by this reference.
PART III
ITEM 1. INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Item
Number Description
<S> <C>
3.1* Articles of Incorporation of Airsupport Services Corp., filed
March 21, 1989.
3.2* Articles of Amendment to Airsupport Services Corp., filed
May 15, 1998.
3.3* Bylaws of ASP Ventures Corp.
</TABLE>
<PAGE> 9
<TABLE>
<S> <C>
10.1* Memorandum of Agreement dated June 5, 1999, between ASP
Ventures Corp., Felco Holding Zug AG and others, regarding
the acquisition of Felco by ASP.
</TABLE>
- -----------------
*Filed herewith.
ITEM 2. DESCRIPTION OF EXHIBITS.
The documents required to be filed as Exhibit Number 2 in Part III of Form
1-A filed as part of this Registration Statement on Form 10-SB are listed in
Item 1 of this Part III above. No documents are required to be filed as Exhibit
Numbers 3, 5, 6 or 7 in Part III of Form 1-A, and the reference to such Exhibit
Numbers is therefore omitted. No additional exhibits are filed hereto.
<PAGE> 10
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
ASP VENTURES CORP.
Date: December 20, 1999 By: /s/ Ross Wilmot
--------------------------
Ross Wilmot, President
<PAGE> 11
ASP VENTURES CORP.
(A DEVELOPMENT STAGE COMPANY)
Index to Financial Statements
<TABLE>
<CAPTION>
Page
<S> <C>
Audited Financial Statements as of December 31, 1998, including
independent auditor's report, audited balance sheet, and audited
statements of income, cash flows, and changes in stockholders'
equity......................................................
Unaudited Financial Statements as of September 30, 1999,
including independent auditor's report, unaudited balance sheet,
related statements of income and cash flows, and
notes.....................
</TABLE>
<PAGE> 12
Auditors' Report and Financial Statements of
ASP VENTURES CORP.
December 31, 1998
<PAGE> 13
AUDITORS' REPORT
To the Shareholders of
ASP Ventures Corp.
We have audited the balance sheet of ASP Ventures Corp. as at December 31, 1998
and the statements of loss and deficit and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing standards
in Canada. Those standards require that we plan and perform an audit to obtain
reasonable assurance 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.
In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 1998
and the results of its operations and its cash flows for the year then ended in
accordance with accounting principles generally accepted in the United States.
The financial statements as at December 31, 1997 and for the year then ended
were audited by other auditors who expressed an opinion without reservation on
those financial statements in their report dated May 18, 1998.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company's negative working capital and deficit raises
substantial doubt about its ability to continue as a going concern. Management's
plans concerning this matter are also described in Note 1. The financial
statements do not contain any adjustments that might result from the outcome of
this uncertainty.
Chartered Accountants
Vancouver, British Columbia
August 29, 1999
<PAGE> 14
ASP VENTURES CORP.
BALANCE SHEET
(EXPRESSED IN UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
============================================================================
December 31,
----------------------------
1998 1997
------------ -----------
<S> <C> <C>
ASSETS
TOTAL ASSETS $ - $ -
============================================================================
LIABILITIES
CURRENT
Accounts payable $ 2,500 $ -
- ----------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Share capital (Note 3) 1,000 5,000
Additional paid in capital 4,000 -
Deficit (7,500) (5,000)
- ----------------------------------------------------------------------------
(2,500) -
- ----------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY $(2,500) $ -
============================================================================
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ - $ -
============================================================================
</TABLE>
GOING CONCERN (Note 1)
APPROVED BY THE BOARD
.....................................Director
.....................................Director
<PAGE> 15
ASP VENTURES CORP.
STATEMENT OF LOSS AND DEFICIT
(EXPRESSED IN UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
=================================================================================================
Years ended December 31,
----------------------------
1998 1997
------------- -------------
<S> <C> <C>
REVENUE $ - $ -
- -------------------------------------------------------------------------------------------------
EXPENSES
Accounting 2,500 -
- -------------------------------------------------------------------------------------------------
NET LOSS (2,500) -
DEFICIT, BEGINNING OF YEAR 5,000 -
- -------------------------------------------------------------------------------------------------
DEFICIT, END OF YEAR (7,500) -
=================================================================================================
LOSS PER SHARE (0.003) -
=================================================================================================
</TABLE>
<PAGE> 16
ASP VENTURES CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
(EXPRESSED IN UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Years ended December 31,
----------------------------
1998 1997
------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss for the year $ (2,500) $ -
Change in non-cash operating working capital items
Accounts payable 2,500 -
- ------------------------------------------------------------------------------------------------
- -
- ------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES - -
- ------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES - -
- ------------------------------------------------------------------------------------------------
INCREASE IN CASH - -
CASH POSITION, BEGINNING OF PERIOD - -
- ------------------------------------------------------------------------------------------------
CASH POSITION, END OF PERIOD $ - $ -
================================================================================================
</TABLE>
<PAGE> 17
ASP VENTURES CORP.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998
(EXPRESSED IN UNITED STATES DOLLARS)
- --------------------------------------------------------------------------------
1. GOING CONCERN
The Company was incorporated under the laws of the State of Florida on
March 23, 1989, as Air Support Services, Corp. On May 15, 1998, the
company changed its name to ASP Ventures Corp.
These financial statements have been prepared on the basis of accounting
principles applicable to a going concern which assume that the Company
will realize its assets and discharge its liabilities in the normal course
of business. The Company's continued existence is dependent on the raising
of additional equity capital through sales of its common stock and the
Company's ability to ultimately attain profitable operations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been prepared in accordance with Canadian
generally accepted accounting principles which in respect of these
financial statements do not differ materially from accounting principles
generally accepted in the United States.
(a) Earnings (loss) per common share
The earnings (loss) per common share is calculated based on the
weighted average number of shares outstanding during the period.
Fully diluted earnings per share is presented when the effect is
material or is not anti-dilutive.
(b) 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 at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting periods. Actual
results could differ from those estimates.
(c) Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, deposits in banks
and highly liquid investments with an original maturity of ninety
days or less.
3. SHARE CAPITAL
(a) Authorized
50,000,000 common voting shares, $0.001 par value.
<PAGE> 18
ASP VENTURES CORP.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998
(EXPRESSED IN UNITED STATES DOLLARS)
- --------------------------------------------------------------------------------
3. SHARE CAPITAL (CONTINUED)
(b) Issued
<TABLE>
<CAPTION>
Common Stock Additional
----------------------------
Shares Amount paid-in capital
---------------------------- -------------------
<S> <C> <C> <C>
Balance, December 31, 1995, 1996, 1997 5,000 $ 5,000 $ -
Changed of par value of shares from
$1.00 to $0.001 - (4,995) 4,995
Stock split of shares (3(c)) 995,000 995 (995)
-----------------------------------------------------------------------------------------
Balance, December 31, 1998 1,000,000 $ 1,000 $ 4,000
=========================================================================================
</TABLE>
(c) During the year ended December 31, 1998, the Company forward split
its common shares 200:1, increasing the number of outstanding common
shares to 1,000,000.
4. SUBSEQUENT EVENTS
Subsequent to December 31, 1998 the Company:
(a) issued 2,000,000 shares of common shares at $0.20 per share for gross
proceeds of $400,000 (net proceeds of $388,000).
(b) loaned Felco Holding Zug. AG (Felco) $132,231 for use only as working
capital. The Company planned to purchase Felco for their concrete
technology, but subsequent to due diligence work the Company withdrew
its purchase proposal.
5. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
The Year 2000 Issue arises because many computerized systems use two
digits rather than four digits to identify a year. Date-sensitive systems
may recognize the year 2000 as 1900 or some other date, resulting in
errors when information using year 2000 dates is processed. In addition,
similar problems may arise in some systems which use certain dates in 1999
to represent something other than a date. The effects of the Year 2000
Issue may be experienced before, on, or after January 1, 2000, and, if not
addressed, the impact on operations and financial reporting may range from
minor errors to significant system failure which could affect an entity's
ability to conduct normal business operations. It is not possible to be
certain that all aspects of the Year 2000 Issue affecting the Company,
including those related to the efforts of customers, suppliers or other
third parties, will be fully resolved.
<PAGE> 19
Review Engagement Report and Financial Statements of
ASP VENTURES CORP.
September 30, 1999
<PAGE> 20
REVIEW ENGAGEMENT REPORT
To the Directors of
ASP Ventures Corp.
We have reviewed the balance sheet of ASP Ventures Corp. as at September 30,
1999 and the statements of income and retained earnings and cash flows for the
nine months then ended. Our review was made in accordance with generally
accepted standards for review engagements and accordingly consisted primarily of
enquiry, analytical procedures and discussion related to information supplied to
us by the Company.
A review does not constitute an audit and consequently we do not express an
audit opinion on these financial statements.
Based on our review, nothing has come to our attention that causes us to believe
that these financial statements are not, in all material respects, in accordance
with generally accepted accounting principles.
Chartered Accountants
Vancouver, British Columbia
October 26, 1999
<PAGE> 21
ASP VENTURES CORP.
BALANCE SHEET
SEPTEMBER 30
(UNAUDITED)
(EXPRESSED IN UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
===================================================================================
1999 1998
----------------- -----------------
<S> <C> <C>
ASSETS
CURRENT
Cash $ 34,281 $ -
- -----------------------------------------------------------------------------------
34,281 -
===================================================================================
LIABILITIES
CURRENT
Accounts payable $ 28,825 $ 1,772
- -----------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Share capital (Note 3) 3,000 1,000
Additional paid in capital 390,000 4,000
Deficit (387,544) (6,772)
- -----------------------------------------------------------------------------------
5,456 (1,772)
- -----------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 34,281 $ -
===================================================================================
</TABLE>
GOING CONCERN (Note 1)
APPROVED BY THE BOARD
..................................Director
..................................Director
<PAGE> 22
ASP VENTURES CORP.
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
NINE MONTH PERIOD ENDED SEPTEMBER 30, 1999
(UNAUDITED)
(EXPRESSED IN UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
=====================================================================================================================
1999 1998
--------------- ---------------
<S> <C> <C>
REVENUE
Interest $ 3,819 $ -
- ---------------------------------------------------------------------------------------------------------------------
EXPENSES
Bank charges 793 -
Consulting 110,894 -
Courier 49 -
Entertainment 2,591 -
Filing fees 351 -
Legal 88,199 -
Office 1,474 1,772
Management fee 31,225 -
Provision for bad debt 132,231 -
Rent 8,739 -
Transfer agency 895 -
Travel 6,422 -
- ---------------------------------------------------------------------------------------------------------------------
383,863 1,772
- ---------------------------------------------------------------------------------------------------------------------
NET LOSS (380,044) (1,772)
DEFICIT, BEGINNING OF PERIOD (7,500) (5,000)
- ---------------------------------------------------------------------------------------------------------------------
DEFICIT, END OF PERIOD $(387,544) $ (6,772)
=====================================================================================================================
LOSS PER SHARE $ (0.13) $ -
=====================================================================================================================
</TABLE>
<PAGE> 23
ASP VENTURES CORP.
STATEMENT OF CASH FLOWS
NINE MONTH PERIOD ENDED SEPTEMBER 30, 1999
(UNAUDITED)
(EXPRESSED IN UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
====================================================================================================================
1999 1998
---------------- ---------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income for the year $(380,044) $ (1,772)
Provision for bad debt 132,231 -
Change in non-cash operating working capital items - -
Accounts receivable (132,231)
Accounts payable 26,325 1,772
- --------------------------------------------------------------------------------------------------------------------
(353,719) -
- --------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Capital stock issued 400,000 -
Financing fees (12,000) -
- --------------------------------------------------------------------------------------------------------------------
388,000
- --------------------------------------------------------------------------------------------------------------------
INCREASE IN CASH 34,281 -
CASH POSITION, BEGINNING OF PERIOD - -
- --------------------------------------------------------------------------------------------------------------------
CASH POSITION, END OF PERIOD $ 34,281 $ -
====================================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest received $ 3,819 $ -
====================================================================================================================
</TABLE>
<PAGE> 24
ASP VENTURES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(EXPRESSED IN UNITED STATES DOLLARS)
- --------------------------------------------------------------------------------
1. GOING CONCERN
The Company was incorporated under the laws of the State of Florida on
March 23, 1989 as Air Support Services, Corp. On May 15, 1998, the
Company changed its name to ASP Ventures Corp.
These financial statements have been prepared on the basis of accounting
principles applicable to a going concern which assume that the Company
will realize its assets and discharge its liabilities in the normal
course of business. The Company's continued existence is dependent upon
the raising of additional equity capital through sales of its common
stock and the Company's ability to ultimately attain profitable
operations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been prepared in accordance with Canadian
generally accepted accounting principles which in respect of these
financial statements do not differ materially from accounting principles
generally accepted in the United States.
(a) Earnings (loss) per common share
The earnings (loss) per common share is calculated based on the
weighted average number of shares outstanding during the period.
Fully diluted earnings per share is presented when the effect is
material or is not anti-dilutive.
(b) 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 at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting
periods. Actual results could differ from those estimates.
(c) Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, deposits in
banks and highly liquid investments with an original maturity of
ninety days or less.
3. SHARE CAPITAL
(a) Authorized
50,000,000 common voting shares, $0.001 par value.
<PAGE> 25
ASP VENTURES CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(EXPRESSED IN UNITED STATES DOLLARS)
- --------------------------------------------------------------------------------
3. SHARE CAPITAL (CONTINUED)
(b) Issued
<TABLE>
<CAPTION>
Common Stock
---------------------------------- Additional
Shares Amount paid-in capital
---------------------------------- -------------------
<S> <C> <C> <C>
Balance, December 31, 1995, 1996, 1997 5,000 $ 5,000 $ -
Change of par value of shares from
$1.00 to $0.001 - (4,995) 4,995
Stock split (note 3(c)) 995,000 995 (995)
------------------------------------------------------------------------------------------------------------
Balance, December 31, 1998 1,000,000 1,000 4,000
Common shares issued for cash (d) 2,000,000 2,000 386,000
------------------------------------------------------------------------------------------------------------
Balance, September 30, 1999 3,000,000 $ 3,000 $ 390,000
============================================================================================================
</TABLE>
(c) During the year ended December 31, 1998, the Company split its
common shares on a 200:1 basis increasing the number of
outstanding common shares to 1,000,000.
(d) During the nine months ended June 30, 1999, the Company issued
2,000,000 common shares with a par value of $0.001 per share for a
purchase price of $0.20 per share gross proceeds of $400,000, less
financing costs of $12,000.
4. RELATED PARTY TRANSACTIONS
The Company paid or accrued amounts payable to directors as follows:
<TABLE>
<CAPTION>
1999
-------------
<S> <C>
Management fees $ 31,225
</TABLE>
5. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
The Year 2000 Issue arises because many computerized systems use two
digits rather than four digits to identify a year. Date-sensitive systems
may recognize the year 2000 as 1900 or some other date, resulting in
errors when information using year 2000 dates is processed. In addition,
similar problems may arise in some systems which use certain dates in
1999 to represent something other than a date. The effects of the Year
2000 Issue may be experienced before, on, or after January 1, 2000, and,
if not addressed, the impact on operations and financial reporting may
range from minor errors to significant system failure which could affect
an entity's ability to conduct normal business operations. It is not
possible to be certain that all aspects of the Year 2000 Issue affecting
the Company, including those related to the efforts of customers,
suppliers or other third parties, will be fully resolved.
<PAGE> 1
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
AIRSUPPORT SERVICES CORP.
The undersigned subscriber to these Articles of Incorporation, a
natural person competent to contract, hereby forms a corporation under the laws
of the State of Florida.
ARTICLE I
NAME
The name of this corporation is AIRSUPPORT SERVICES CORP.
ARTICLE II
NATURE OF THE BUSINESS
This corporation shall have the power to transact or engage in any
business permitted under the laws of the United States and of the State of
Florida.
ARTICLE III
CAPITAL STOCK
The capital stock of this corporation shall consist of 7,500 shares of
common stock having a par value of One ($1.00) Dollar per share. All of said
stock shall be issued only for cash or other property or for services at a just
valuation as shall be determined by the Board of Directors.
ARTICLE IV
INITIAL CAPITAL
The amount of capital with which this corporation shall commence
business shall be not less than One Hundred ($100.00) Dollars.
ARTICLE V
TERM OF EXISTENCE
This corporation shall have perpetual existence.
ARTICLE VI
INITIAL ADDRESS
The initial address of the principal place of business of this
corporation in the State of Florida shall be 1428 Brickell Avenue, Suite 202,
Miami, Florida 33131. The Board of Directors may at any time and from time to
time move the principal office of this corporation to any location within or
without the State of Florida.
ARTICLE VII
DIRECTORS
The business of this corporation shall be managed by its Board of
Directors. The number of such directors shall not be less than one (1) and,
subject to such minimum may be increased or decreased from time to time in the
manner provided in the By-Laws. The number of persons constituting the initial
Board of Directors shall be 1.
<PAGE> 2
ARTICLE VIII
INITIAL DIRECTORS
The names and addresses of the initial Board of Directors are as
follows:
Eric P. Littman
1428 Brickell Avenue
Suite 202
Miami, Florida 33131
ARTICLE IX
SUBSCRIBER
The name and address of the person signing these Articles of
Incorporation as subscriber is:
Eric P. Littman
1428 Brickell Avenue
Suite 202
Miami, Florida 33131
ARTICLE X
VOTING FOR DIRECTORS
The Board of Directors shall be elected by the Stockholders of the
corporation at such time and in such manner as provided in the By-Laws.
ARTICLE XI
CONTRACTS
No contract or other transaction between this corporation and any
person, firm or corporation shall be affected by the fact that any officer or
director of this corporation is such other party or is, or at some time in the
future becomes, an officer, director or partner of such other contracting party,
or has now or hereafter a direct or indirect interest in such contract.
ARTICLE XII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
This corporation shall have the power, in its By-Laws or in any
resolution of its stockholders or directors, to undertake to indemnify the
officers and directors of this corporation against any contingency or peril as
may be determined to be in the best interests of this corporation, and in
conjunction therewith, to procure, at this corporation's expense, policies of
insurance.
ARTICLE XIII
RESTRAINT ON ALIENATION
The stockholders of this corporation shall have the power to include in
the By-Laws, or adopt resolutions by a two-thirds (2/3) majority any regulatory
or restrictive provision regarding the proposed sale, transfer or other
disposition of the corporation's stock by its stockholders or in the event of
the death of any stockholder. Said restrictions shall be binding upon third
parties with actual knowledge thereof or if the same, or notice of the same,
shall be plainly written upon the certificate evidencing ownership of the stock.
<PAGE> 3
ARTICLE XIV
AMENDMENT
Except as may be provided in the By-Laws of this corporation to the
contrary, these Articles of Incorporation may be amended by the affirmative vote
of a majority of the Board of Directors and by the affirmative vote of the
holders of not less than two-thirds (2/3) of the then outstanding stock of the
corporation.
ARTICLE XV
RESIDENT AGENT
The name and address of the initial resident agent of this corporation
is:
Eric P. Littman
1428 Brickell Avenue
Suite 202
Miami, Florida 33131
IN WITNESS WHEREOF, I have hereunto subscribed to and executed these
Articles of Incorporation this 21 day of March, 1989.
/s/ Eric P. Littman
--------------------------------
Eric P. Littman, Subscriber
Subscribed and Sworn to this 21 day of March, 1989.
Before me:
/s/ Isabel J. Cantera
- -------------------------------
Notary Public
My Commission Expires:
<PAGE> 1
EXHIBIT 3.2
ARTICLES OF AMENDMENT TO
AIRSUPPORT SERVICES CORP.
THE UNDERSIGNED, being the sole director and president of Airsupport
Services Corp., does hereby amend the Articles of Incorporation of Airsupport
Services Corp. as follows:
ARTICLE I
CORPORATE NAME
The Name of the Corporation shall be ASP Ventures Corp.
ARTICLE II
PURPOSE
The Corporation shall be organized for any and all purposes authorized
under the laws of the state of Florida.
ARTICLE III
PERIOD OF EXISTENCE
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
SHARES
The capital stock of this corporation shall consist of 50,000,000 shares
of common stock, $.001 par value.
ARTICLE V
PLACE OF BUSINESS
The address of the principal place of business of this corporation
in the State of Florida shall be 7695 S.W. 104th Street, Suite 210, Miami, FL
33156. The Board of Directors may at any time and from time to time move the
principal office of this corporation.
ARTICLE VI
DIRECTORS AND OFFICERS
The business of this corporation shall be managed by its Board of
Directors. The number of such directors shall not be less than one (1) and,
subject to such minimum may be increased or decreased from time to time in the
manner provided in the By-Laws.
ARTICLE VII
DENIAL OF PREEMPTIVE RIGHTS
No shareholder shall have any right to acquire shares or other securities
of the Corporation except to the extent such right may be granted by an
amendment to these Articles of Incorporation or by a resolution of the
board of directors.
ARTICLE VIII
AMENDMENT OF BYLAWS
Anything in these Articles of Incorporation, the Bylaws, or the Florida
Corporation Act notwithstanding, bylaws shall not be adopted, modified,
amended or repealed by the shareholders of the Corporation except
<PAGE> 2
upon the affirmative vote of a simple majority vote of the holders of
all the issued and outstanding shares of the corporation entitled to
vote thereon.
ARTICLE IX
SHAREHOLDERS
9.1 Inspection of Books. The board of directors shall make reasonable
rules to determine at what times and places and under what conditions the books
of the Corporation shall be open to inspection by shareholders or a duly
appointed representative of a shareholder.
9.2 Control Share Acquisition. The provisions relating to any control
share acquisition as contained in Florida Statutes now, or hereinafter
amended, and any successor provision shall not apply to the
Corporation.
9.3 Quorum. The holders of shares entitled to one-third of the votes at a
meeting of shareholder's shall constitute a quorum.
9.4 Required Vote. Acts of shareholders shall require the approval
of holders of 50.01% of the outstanding votes of shareholders.
ARTICLE X
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the fullest extent permitted by law, no director or officer of the
Corporation shall be personally liable to the Corporation or its
shareholders for damages for breach of any duty owed to the Corporation
or its shareholders. In addition, the Corporation shall have the power,
in its By-Laws or in any resolution of its stockholders or directors,
to undertake to indemnify the officers and directors of this
corporation against any contingency or peril as may be determined to be
in the best interests of this corporation, and in conjunction
therewith, to procure, at this corporation's expense, policies of
insurance.
ARTICLE XI
CONTRACTS
No contract or other transaction between this corporation and any person,
firm or corporation shall be affected by the fact that any officer or
director of this corporation is such other party or is, or at some time
in the future becomes, an officer, director or partner of such other
contracting party or has now or hereafter a direct or indirect interest
in such contract.
I hereby certify that the following was adopted by a majority vote of the
shareholders and directors of the corporation on May 14, 1998 and that
the number of votes cast was sufficient for approval.
IN WITNESS WHEREOF, I have hereunto subscribed to and executed this
Amendment to Articles of Incorporation this on May 14, 1998.
/s/ Eric P. Littman
-------------------------------------
Eric P. Littman, Sole Director
The foregoing instrument was acknowledged before me on May 14, 1998,
by Eric P. Littman, who is personally known to me.
/s/ (illegible signature)
---------------------------
Notary Public
My commission expires:
<PAGE> 1
EXHIBIT 3.3
BYLAWS
OF
ASP VENTURES CORP.
(A FLORIDA CORPORATION)
<PAGE> 2
INDEX
<TABLE>
<S> <C>
ARTICLE ONE - OFFICES....................................................................3
Section 1. Principal Office.....................................................3
Section 2. Other Offices........................................................3
ARTICLE TWO - MEETINGS OF SHAREHOLDERS...................................................3
Section 1. Place................................................................3
Section 2. Time of Annual Meeting...............................................3
Section 3. Call of Special Meetings.............................................3
Section 4. Conduct of Meetings..................................................3
Section 5. Notice and Waiver of Notice..........................................3
Section 6. Business and Nominations for Annual and Special Meetings..............4
Section 7. Quorum................................................................4
Section 8. Voting Rights Per Share..............................................4
Section 9. Voting of Shares.....................................................4
Section 10. Proxies.............................................................5
Section 11. Shareholder List....................................................5
Section 12. Action Without Meeting..............................................6
Section 13. Fixing Record Date..................................................6
Section 14. Inspectors and Judges...............................................6
Section 15. Voting for Directors................................................7
ARTICLE THREE - DIRECTORS................................................................7
Section 1. Number; Term; Election; Qualification................................7
Section 2. Resignation; Vacancies; Removal......................................7
Section 3. Powers...............................................................7
Section 4. Place of Meetings....................................................7
Section 5. Annual Meetings......................................................7
Section 6. Regular Meetings.....................................................7
Section 7. Special Meetings and Notice..........................................7
Section 8. Quorum and Required Vote.............................................8
Section 9. Action Without Meeting...............................................8
Section 10. Conference Telephone or Similar Communications Equipment Meetings...8
Section 11. Committees..........................................................8
Section 12. Compensation of Directors...........................................9
ARTICLE FOUR - OFFICERS..................................................................9
Section 1. Positions............................................................9
Section 2. Election of Specified Officers by Board..............................9
Section 3. Election or Appointment of Other Officers............................9
Section 4. Compensation.........................................................9
Section 5. Term; Resignation; Removal; Vacancies................................9
</TABLE>
i
<PAGE> 3
<TABLE>
<S> <C>
Section 6. Chairman of the Board...............................................10
Section 7. Chief Executive Officer.............................................10
Section 8. President...........................................................10
Section 9. Vice Presidents.....................................................10
Section 10. Secretary..........................................................10
Section 11. Chief Financial Officer............................................10
Section 12. Treasurer..........................................................11
Section 13. Other Officers: Employees and Agents...............................11
ARTICLE FIVE - CERTIFICATES FOR SHARES..................................................11
Section 1. Issue of Certificates...............................................11
Section 2. Legends for Preferences and Restrictions on Transfer................11
Section 3. Facsimile Signatures................................................12
Section 4. Lost Certificates...................................................12
Section 5. Transfer of Shares..................................................12
Section 6. Registered Shareholders.............................................12
Section 7. Redemption of Control Shares........................................12
ARTICLE SIX - GENERAL PROVISIONS........................................................13
Section 1. Dividends...........................................................13
Section 2. Reserves............................................................13
Section 3. Checks..............................................................13
Section 4. Fiscal Year.........................................................13
Section 5. Sea1................................................................13
Section 6. Gender..............................................................13
ARTICLE SEVEN - AMENDMENT OF BYLAWS.....................................................13
</TABLE>
ii
<PAGE> 4
BYLAWS
OF
ASP VENTURES CORP.
ARTICLE ONE
OFFICES
Section 1. Principal Office. The principal office of Asp Ventures
Corp., a Florida corporation (the "Corporation"), shall be located at such place
determined by the Board of Directors of the Corporation (the "Board of
Directors") in accordance with applicable law.
Section 2. Other Offices. The Corporation may also have offices at such
other places, either within or without the State of Florida, as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.
ARTICLE TWO
MEETINGS OF SHAREHOLDERS
Section 1. Place. All annual meetings of shareholders shall be held at
such place, within or without the State of Florida, as may be designated by the
Board of Directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof. Special meetings of shareholders may be held at such
place, within or without the State of Florida, and at such time as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.
Section 2. Time of Annual Meeting. Annual meetings of shareholders
shall be held on such date and at such time fixed, from time to time, by the
Board of Directors, provided, that there shall be an annual meeting held every
calendar year at which the shareholders shall elect a board of directors and
transact such other business as may properly be brought before the meeting.
Section 3. Call of Special Meetings. Special meetings of the
shareholders shall be held if called in accordance with the procedures set forth
in the Corporation's Articles of Incorporation (the "Articles of Incorporation")
for the call of a special meeting of shareholders.
Section 4. Conduct of Meetings. The Chairman of the Board of Directors
(or in his absence, the President, or in his absence, such other designee of the
Chairman of the Board of Directors) shall preside at the annual and special
meetings of shareholders and shall be given full discretion in establishing the
rules and procedures to be followed in conducting the meetings, except as
otherwise provided by law or in these Bylaws.
Section 5. Notice and Waiver of Notice. Except as otherwise provided by
law, written or printed notice stating the place, date and time of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) nor more than sixty
(60) days before the date of the meeting, either personally or by first-class
mail or other legally sufficient means, by or at the
3
<PAGE> 5
direction of the Chairman of the Board, President, or the persons calling the
meeting, to each shareholder of record entitled to vote at such meeting. If the
notice is mailed at least thirty (30) days before the date of the meeting, it
may be done by a class of United States mail other than first class. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail addressed to the shareholder at the address appearing on the stock transfer
books of the Corporation, with postage thereon prepaid. If a meeting is
adjourned to another time and/or 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 Board of Directors, after
adjournment, fixes a new record date for the adjourned meeting. Whenever any
notice is required to be given to any shareholder, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether signed before,
during or after the time of the meeting stated therein, and delivered to the
Corporation for inclusion in the minutes or filing with the corporate records,
shall constitute an effective waiver of such notice. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
shareholders need be specified in any written waiver of notice. Attendance of a
person at a meeting shall constitute a waiver of (a) lack of or defective notice
of such meeting, unless the person objects at the beginning to the holding of
the meeting or the transacting of any business at the meeting, or (b) lack of or
defective notice of a particular matter at a meeting that is not within the
purpose or purposes described in the meeting notice, unless the person objects
to considering such matter when it is presented.
Section 6. Business and Nominations for Annual and Special Meetings.
Business transacted at any special meeting shall be confined to the purposes
stated in the notice thereof. At any annual meeting of shareholders, only such
business shall be conducted as shall have been properly brought before the
meeting in accordance with the requirements and procedures set forth in the
Articles of Incorporation. Only such persons who are nominated for election as
directors of the Corporation in accordance with the requirements and procedures
set forth in the Articles of Incorporation shall be eligible for election as
directors of the Corporation.
Section 7. Quorum. Shares entitled to vote as a separate voting group
may take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Except as otherwise provided in the Articles of
Incorporation or applicable law, shares representing a majority of the votes
pertaining to outstanding shares which are entitled to be cast on the matter by
the voting group constitute a quorum of that voting group for action on that
matter. If less than a quorum of shares are represented at a meeting, the
holders of a majority of the shares so represented may adjourn the meeting from
time to time. After a quorum has been established at any shareholders' meeting,
the subsequent withdrawal of shareholders, so as to reduce the number of shares
entitled to vote at the meeting below the number required for a quorum, shall
not affect the validity of any action taken at the meeting or any adjournment
thereof. Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.
Section 8. Voting Rights Per Share. Each outstanding share, regardless
of class, shall be entitled to vote on each matter submitted to a vote at a
meeting of shareholders, except to the extent that the voting rights of the
shares of any class are limited or denied by or pursuant to the Articles of
Incorporation or the Florida Business Corporation Act.
Section 9. Voting of Shares. A shareholder may vote at any meeting of
shareholders of the Corporation, either in person or by proxy. Shares standing
in the name of another corporation, domestic or foreign, may be voted by the
officer, agent or proxy designated by the bylaws of such corporate shareholder
or, in the absence of any applicable bylaw, by such person or persons as the
board of directors of the corporate
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shareholder may designate. In the absence of any such designation, or, in case
of conflicting designation by the corporate shareholder, the chairman of the
board, the president, any vice president, the secretary and the treasurer of the
corporate shareholder, in that order, shall be presumed to be fully authorized
to vote such shares. Shares held by an administrator, executor, guardian,
personal representative, or conservator may be voted by such person, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by such person, either in person
or by proxy, but no trustee shall be entitled to vote shares held by such person
without a transfer of such shares into his name or the name of his nominee.
Shares held by or under the control of a receiver, a trustee in bankruptcy
proceedings, or an assignee for the benefit of creditors may be voted by such
person without the transfer thereof into his name. If shares stand of record in
the names of two or more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, tenants by the entirety or otherwise, or if
two or more persons have the same fiduciary relationship respecting the same
shares, unless the Secretary of the Corporation is given notice to the contrary
and is furnished with a copy of the instrument or order appointing them or
creating the relationship wherein it is so provided, then acts with respect to
voting shall have the following effect: (a) if only one votes, in person or by
proxy, his act binds all; (b) if more than one vote, in person or by proxy, the
act of the majority so voting binds all; (c) if more than one vote, in person or
by proxy, but the vote is evenly split on any particular matter, each faction is
entitled to vote the share or shares in question proportionally; or (d) if the
instrument or order so filed shows that any such tenancy is held in unequal
interest, a majority or a vote evenly split for purposes hereof shall be a
majority or a vote evenly split in interest. The principles of this paragraph
shall apply, insofar as possible, to execution of proxies, waivers, consents, or
objections and for the purpose of ascertaining the presence of a quorum.
Section 10. Proxies. Any shareholder of the Corporation, other person
entitled to vote on behalf of a shareholder pursuant to law, or attorney-in-fact
for such persons may vote the shareholder's shares in person or by proxy. Any
shareholder of the Corporation may appoint a proxy to vote or otherwise act for
such person by signing an appointment form, either personally or by his
attorney-in-fact. An executed telegram or cablegram appearing to have been
transmitted by such person, or a photographic, photostatic, or equivalent
reproduction of an appointment form, shall be deemed a sufficient appointment
form. An appointment of a proxy is effective when received by the Secretary of
the Corporation (the "Secretary") or such other officer or agent which is
authorized to tabulate votes, and shall be valid for up to 11 months, unless a
longer period is expressly provided in the appointment form. The death or
incapacity of the shareholder appointing a proxy does not affect the right of
the Corporation to accept the proxy's authority unless notice of the death or
incapacity is received by the Secretary or other officer or agent authorized to
tabulate votes before the proxy authority under the appointment is exercised. An
appointment of a proxy is revocable by the shareholder unless the appointment
form conspicuously states that it is irrevocable and the appointment is coupled
with an interest.
Section 11. Shareholder List. After fixing a record date for a meeting
of shareholders, the Corporation shall prepare an alphabetical list of the names
of all its shareholders who are entitled to notice of the meeting, arranged by
voting group with the address of, and the number and class and series, if any,
of shares held by each. The shareholders' list must be available for inspection
by any shareholder for a period of ten (10) days prior to the meeting or such
shorter time as exists between the record date and the meeting and continuing
through the meeting at the Corporation's principal office, at a place identified
in the meeting notice in the city where the meeting will be held, or at the
office of the Corporation's transfer agent or registrar. Any shareholder of the
Corporation or such person's agent or attorney is entitled on written demand to
inspect the shareholders' list (subject to the requirements of law), during
regular business hours and at his expense, during the period it is
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<PAGE> 7
available for inspection. The Corporation shall make the shareholders' list
available at the meeting of shareholders, and any shareholder or agent or
attorney of such shareholder is entitled to inspect the list at any time during
the meeting or any adjournment. The shareholders' list is prima facie evidence
of the identity of shareholders entitled to examine the shareholders' list or to
vote at a meeting of shareholders.
Section 12. Action Without Meeting. Any action required or permitted by
law to be taken at a meeting of shareholders may be taken without a meeting or
notice if a consent, or consents, in writing, setting forth the action so taken,
shall be dated and 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 voting groups and shares entitled to vote
thereon were present and voted with respect to the subject matter thereof, and
such consent shall be delivered to the Corporation, within the period required
by Section 607.0704 of the Florida Business Corporation Act, by delivery to its
principal office in the State of Florida, its principal place of business, the
Secretary or another officer or agent of the Corporation having custody of the
book in which proceedings of meetings of shareholders are recorded. Within ten
(10) days after obtaining such authorization by written consent, notice must be
given to those shareholders who have not consented in writing or who are not
entitled to vote on the action, in accordance with the requirements of Section
607.0704 of the Florida Business Corporation Act.
Section 13. Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purposes, the
Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
(70) days, and, in case of a meeting of shareholders, not less than ten (10)
days, before the meeting or action requiring such determination of shareholders.
If no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders or the determination of
shareholders entitled to receive payment of a dividend, the date before the day
on which the first notice of the meeting is mailed or the date on which the
resolutions of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof, except where the Board of Directors fixes a
new record date for the adjourned meeting.
Section 14. Inspectors and Judges. The Board of Directors in advance of
any meeting may, but need not, appoint one or more inspectors of election or
judges of the vote, as the case may be, to act at the meeting or any adjournment
thereof. If any inspector or inspectors, or judge or judges, are not appointed,
the person presiding at the meeting may, but need not, appoint one or more
inspectors or judges. In case any person who may be appointed as an inspector or
judge fails to appear or act, the vacancy may be filled by the Board of
Directors in advance of the meeting, or at the meeting by the person presiding
thereat. The inspectors or judges, 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 and consents, hear and determine
all challenges and questions arising in connection with the right to vote, count
and tabulate votes, ballots and consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all shareholders.
On request of the person presiding at the meeting, the inspector or inspectors
or judge or judges, 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.
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Section 15. Voting for Directors. Unless otherwise provided in the
Articles of Incorporation, directors shall be elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at which
a quorum is present.
ARTICLE THREE
DIRECTORS
Section 1. Number; Term; Election; Qualification. The number of
directors of the Corporation shall be fixed from time to time, within the limits
specified by the Articles of Incorporation, by resolution of the Board of
Directors. Directors shall be elected in the manner and hold office for the term
as prescribed in the Articles of Incorporation. Directors must be natural
persons who are 18 years of age or older but need not be residents of the State
of Florida, shareholders of the Corporation or citizens of the United States.
Section 2. Resignation; Vacancies; Removal. A director may resign at
any time by giving written notice to the Board of Directors or the Chairman of
the Board. Such resignation shall take effect at the date of receipt of such
notice or at any later time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. In the event the notice of resignation specifies a later effective
date, the Board of Directors may fill the pending vacancy (subject to the
provisions of the Articles of Incorporation) before the effective date if they
provide that the successor does not take office until the effective date.
Director vacancies shall be filled, and directors may be removed, in the manner
prescribed in the Corporation's Articles of Incorporation.
Section 3. Powers. The business and affairs of the Corporation shall be
managed by the Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised and done by the shareholders.
Section 4. Place of Meetings. Meetings of the Board of Directors,
regular or special, may be held either within or without the State of Florida.
Section 5. Annual Meetings. Unless scheduled for another time by the
Board of Directors, the first meeting of each newly elected Board of Directors
shall be held, without call or notice, immediately following each annual meeting
of shareholders.
Section 6. Regular Meetings. Regular meetings of the Board of Directors
may also be held without notice at such time and at such place as shall from
time to time be determined by the Board of Directors.
Section 7. Special Meetings and Notice. Special meetings of the Board
of Directors may be called by the President or Chairman of the Board and shall
be called by the Secretary on the written request of any two directors. At least
forty-eight (48) hours' prior written notice of the date, time and place of
special meetings of the Board of Directors shall be given to each director.
Except as required by law, neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting. Notices to
directors shall be in writing and delivered to the directors at their addresses
appearing on the books of the Corporation by personal delivery, mail or other
legally
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sufficient means. Subject to the provisions of the preceding sentence, notice to
directors may also be given by telegram, teletype or other form of electronic
communication. Notice by mail shall be deemed to be given at the time when the
same shall be received. Whenever any notice is required to be given to any
director, a waiver thereof in writing signed by the person or persons entitled
to such notice, whether before, during or after the meeting, shall constitute an
effective waiver of such notice. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting and a waiver of any and all
objections to the place of the meeting, the time of the meeting and the manner
in which it has been called or convened, except when a director states, at the
beginning of the meeting or promptly upon arrival at the meeting, any objection
to the transaction of business because the meeting is not lawfully called or
convened.
Section 8. Quorum and Required Vote. A majority of the prescribed
number of directors determined as provided in the Articles of Incorporation
shall constitute a quorum for the transaction of business and the act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless a greater number is required
by the Articles of Incorporation. Whenever, for any reason, a vacancy occurs in
the Board of Directors, a quorum shall consist of a majority of the remaining
directors until the vacancy has been filled. If a quorum shall not be present at
any meeting of the Board of Directors, a majority of the directors present
thereat may adjourn the meeting to another time and place, without notice other
than announcement at the time of adjournment. At such adjourned meeting at which
a quorum shall be present, any business may be transacted that might have been
transacted at the meeting as originally notified and called.
Section 9. Action Without Meeting. Any action required or permitted to
be taken at a meeting of the Board of Directors or committee thereof may be
taken without a meeting if a consent in writing, setting forth the action taken,
is signed by all of the members of the Board of Directors or the committee, as
the case may be, and such consent shall have the same force and effect as a
unanimous vote at a meeting. Action taken under this Section 9 is effective when
the last director signs the consent, unless the consent specifies a different
effective date. A consent signed under this Section 9 shall have the effect of a
meeting vote and may be described as such in any document.
Section 10. Conference Telephone or Similar Communications Equipment
Meetings. Directors and committee members may participate in and hold a meeting
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
Participation in such a meeting shall constitute presence in person at the
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground the
meeting is not lawfully called or convened.
Section 11. Committees. The Board of Directors, by resolution adopted
by a majority of the whole Board of Directors, may designate from among its
members an executive committee and one or more other committees, each of which,
to the extent provided in such resolution, shall have and may exercise all of
the authority of the Board of Directors in the business and affairs of the
Corporation except where the action of the full Board of Directors is required
by applicable law. Each committee must have two or more members who serve at the
pleasure of the Board of Directors. The Board of Directors, by resolution
adopted in accordance with this Article Three, may designate one or more
directors as alternate members of any committee, who may act in the place and
stead of any absent member or members at any meeting of such committee.
Vacancies in the membership of a committee may be filled only by the Board of
Directors at a regular or special meeting of the Board of Directors. The
executive committee shall keep regular minutes of its proceedings and report the
same to the Board of Directors when required. The designation of any such
committee and the delegation
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thereto of authority shall not operate to relieve the Board of Directors, or any
member thereof, of any responsibility imposed upon it or such member by law.
Section 12. Compensation of Directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Similarly, members of special or standing committees may be allowed
compensation for attendance at committee meetings or a stated salary as a
committee member and payment of expenses for attending committee meetings.
Directors may receive such other compensation as may be approved by the Board of
Directors.
ARTICLE FOUR
OFFICERS
Section 1. Positions. The officers of the Corporation may consist of a
Chairman of the Board, a Chief Executive Officer, a President, one or more Vice
Presidents (any one or more of whom may be given the additional designation of
rank of Executive Vice President or Senior Vice President), a Secretary, a Chief
Financial Officer and a Treasurer. Any two or more offices may be held by the
same person. Officers other than the Chairman of the Board need not be members
of the Board of Directors. The Chairman of the Board must be a member of the
Board of Directors.
Section 2. Election of Specified Officers by Board. The Board of
Directors at its first meeting after each annual meeting of shareholders shall
elect a Chairman of the Board, a Chief Executive Officer, a President, one or
more Vice Presidents (including any Senior or Executive Vice Presidents), a
Secretary, a Chief Financial Officer and a Treasurer.
Section 3. Election or Appointment of Other Officers. Such other
officers and assistant officers and agents as may be deemed necessary may be
elected or appointed by the Board of Directors, or, unless otherwise specified
herein, appointed by the Chairman of the Board. The Board of Directors shall be
advised of appointments by the Chairman of the Board at or before the next
scheduled Board of Directors meeting.
Section 4. Compensation. The salaries, bonuses and other compensation
of the Chairman of the Board and all officers of the Corporation to be elected
by the Board of Directors pursuant to Section 2 of this Article Four shall be
fixed from time to time by the Board of Directors or pursuant to its direction.
The salaries of all other elected or appointed officers of the Corporation shall
be fixed from time to time by the Chairman of the Board or pursuant to his
direction.
Section 5. Term; Resignation; Removal; Vacancies. The officers of the
Corporation shall hold office until their successors are chosen and qualified.
Any officer or agent elected or appointed by the Board of Directors or the
Chairman of the Board may be removed, with or without cause, by the Board of
Directors, but such removal shall be without prejudice to the contract rights,
if any, of the person so removed. Any officer or agent appointed by the Chairman
of the Board pursuant to Section 3 of this Article Four may also be removed from
such office or position by the Board of Directors or the Chairman of the Board,
with or without cause. Any vacancy occurring in any office of the Corporation by
death, resignation, removal or otherwise shall be
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filled by the Board of Directors, or, in the case of an officer appointed by the
Chairman of the Board, by the Chairman of the Board or the Board of Directors.
Any officer of the Corporation may resign from his respective office or position
by delivering notice to the Corporation, and such resignation shall be effective
without acceptance. Such resignation shall be effective when delivered unless
the notice specifies a later effective date. If a resignation is made effective
at a later date and the Corporation accepts the future effective date, the Board
of Directors may fill the pending vacancy before the effective date if the Board
provides that the successor does not take office until such effective date.
Section 6. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the shareholders and the Board of Directors. The
Chairman of the Board shall also serve as the chairman of any executive
committee.
Section 7. Chief Executive Officer. Subject to the control of the Board
of Directors, the Chief Executive Officer, in conjunction with the President,
shall have general and active management of the business of the Corporation,
shall see that all orders and resolutions of the Board of Directors are carried
into effect and shall have such powers and perform such duties as may be
prescribed by the Board of Directors. In the absence of the Chairman of the
Board or in the event the Board of Directors shall not have designated a
Chairman of the Board, the Chief Executive Officer shall preside at meetings of
the shareholders and the Board of Directors. The Chief Executive Officer shall
also serve as the vice-chairman of any executive committee.
Section 8. President. Subject to the control of the Board of Directors,
the President, in conjunction with the Chief Executive Officer, shall have
general and active management of the business of the Corporation and shall have
such powers and perform such duties as may be prescribed by the Board of
Directors. In the absence of the Chairman of the Board and the Chief Executive
Officer or in the event the Board of Directors shall not have designated a
Chairman of the Board and a Chief Executive Officer shall not have been elected,
the President shall preside at meetings of the shareholders and the Board of
Directors. The President shall also serve as the vice-chairman of any executive
committee.
Section 9. Vice Presidents. The Vice Presidents, in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President and the Chief Executive Officer, perform
the duties and exercise the powers of the President. They shall perform such
other duties and have such other powers as the Board of is Directors, the
Chairman of the Board or the Chief Executive Officer shall prescribe or as the
President may from time to time delegate. Executive Vice Presidents shall be
senior to Senior Vice Presidents, and Senior Vice Presidents shall be senior to
all other Vice Presidents.
Section 10. Secretary. The Secretary shall attend all meetings of the
shareholders and all meetings of the Board of Directors and record all the
proceedings of the meetings of the shareholders and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings of the
Board of Directors and shall keep in safe custody the seal of the Corporation
and, when authorized by the Board of Directors, affix the same to any instrument
requiring it. The Secretary shall perform such other duties as may be prescribed
by the Board of Directors, the Chairman of the Board, the Chief Executive
Officer or the President.
Section 11. Chief Financial Officer. The Chief Financial Officer shall
be responsible for maintaining the financial integrity of the Corporation, shall
prepare the financial plans for the Corporation and shall monitor
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the financial performance of the Corporation and its subsidiaries, as well as
performing such other duties as may be prescribed by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or the President.
Section 12. Treasurer. The Treasurer shall have the custody of
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chairman of the Board and the Board of
Directors at its regular meetings or when the Board of Directors so requires an
account of all his transactions as Treasurer and of the financial condition of
the Corporation. The Treasurer shall perform such other duties as may be
prescribed by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the President.
Section 13. Other Officers: Employees and Agents. Each and every other
officer, employee and agent of the Corporation shall possess, and may exercise,
such power and authority, and shall perform such duties, as may from time to
time be assigned to such person by the Board of Directors, the officer so
appointing such person or such officer or officers who may from time to time be
designated by the Board of Directors to exercise such supervisory authority.
ARTICLE FIVE
CERTIFICATES FOR SHARES
Section 1. Issue of Certificates. The shares of the Corporation shall
be represented by certificates, provided that 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 its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates (and upon request every holder of uncertificated shares) shall
be entitled to have a certificate signed by or in the name of the Corporation by
the Chairman of the Board or a Vice Chairman of the Board, or the Chief
Executive Officer, President or Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, representing the number of shares registered in certificate form.
Section 2. Legends for Preferences and Restrictions on Transfer. The
designations, relative rights, preferences and limitations applicable to each
class of shares and the variations in rights, preferences and limitations
determined for each series within a class (and the authority of the Board of
Directors to determine variations for future series) shall be summarized on the
front or back of each certificate. Alternatively, each certificate may state
conspicuously on its front or back that the Corporation will furnish the
shareholder a full statement of this information on request and without charge.
Every certificate representing shares that are restricted as to the sale,
disposition, or transfer of such shares shall also indicate that such shares are
restricted as to transfer, and there shall be set forth or fairly summarized
upon the certificate, or the certificate shall indicate that the Corporation
will furnish to any shareholder upon request and without charge, a full
statement of such restrictions. If the Corporation issues any shares that are
not registered under the Securities Act of
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1933, as amended, or not registered or qualified under the applicable state
securities laws, the transfer of any such shares shall be restricted
substantially in accordance with the following legend:
"THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED WITHOUT (1)
REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY
APPLICABLE STATE LAW, OR (2) AT HOLDERS EXPENSE, AN OPINION
(SATISFACTORY TO THE CORPORATION) OF COUNSEL (SATISFACTORY TO
THE CORPORATION) THAT REGISTRATION IS NOT REQUIRED."
Section 3. Facsimile Signatures. Any and all signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon such
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.
Section 4. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Corporation may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost or destroyed.
Section 5. Transfer of Shares. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, ft shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 6. Registered Shareholders. The Corporation shall be entitled
to recognize the exclusive rights of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of the State
of Florida.
Section 7. Redemption of Control Shares. As provided by the Florida
Business Corporation Act, if a person acquiring control shares of the
Corporation does not file an acquiring person statement with the Corporation,
the Corporation may, at the discretion of the Board of Directors, redeem the
control shares at the fair value thereof at any time during the 60-day period
after the last acquisition of such control shares. If a person acquiring control
shares of the Corporation files an acquiring person statement with the
Corporation, the control shares may be redeemed by the Corporation, at the
discretion of the Board of Directors, only if such shares are not accorded full
voting fights by the shareholders as provided by law.
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ARTICLE SIX
GENERAL PROVISIONS
Section 1. Dividends. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in
cash, property, stock (including its own shares) or otherwise pursuant to law
and subject to the provisions of the Articles of Incorporation.
Section 2. Reserves. The Board of Directors may by resolution create a
reserve or reserves out of earned surplus for any proper purpose or purposes,
and may abolish any such reserve in the same manner.
Section 3. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 4. Fiscal Year. The fiscal year of the Corporation shall end on
December 31 of each year, unless otherwise fixed by resolution of the Board of
Directors.
Section 5. Seal. The Board of Directors may adopt a corporate seal by
resolution. The corporate seal, if adopted, shall have inscribed thereon the
name and state of incorporation of the Corporation. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.
Section 6. Gender. All words used in these Bylaws in the masculine
gender shall extend to and shall include the feminine and neutral genders.
ARTICLE SEVEN
AMENDMENT OF BYLAWS
Except as otherwise set forth herein, these Bylaws may be altered,
amended or repealed or new Bylaws may be adopted at any meeting of the Board of
Directors at which a quorum is present, by the affirmative vote of a majority of
the directors present at such meeting.
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MEMORANDUM OF AGREEMENT EXHIBIT 10.1
between
VALORINVEST LTD.
29 Quai des Bergues
CH-1201 Geneva
Switzerland
(hereinafter ,,Valor")
and
ASP VENTURES CORP.
1177 West Hastings Street
Suite 1818
Vancouver, BC Canada V6E 2K3
(hereinafter ,,ASP")
and
FELCO HOLDING ZUG AG
Chamerstrasse 18
CH-6301 Zug
Switzerland
(hereinafter ,,Felco")
and
HANS BEAT FEHLMANN
Zugerstrasse 76
CH-6318 Walchwil
Switzerland
BEAT C. FEHLMANN
Eichholzweg 1c
CH-6312 Steinhausen
Switzerland
MATHIAS FEHLMANN
Giebelweg 4
CH-6343 Buonas
Switzerland
(hereinafter collectively ,,Founders")
and
VTZ VERSICHERUNGS TREUHAND
ZURICH AG
Bahnhofplatz 9
CH-8023 Zurich
Switzerland
(hereinafter ,,VTZ")
<PAGE> 2
Memorandum of Agreement
May 19, 1999
Page 2
This Memorandum of Agreement (the ,,Memorandum") is made by delivery of all
Exhibits and signature of all parties as of the date of the last signature (the
,,Memorandum Date,,), by and between Valor, ASP, Hans-Beat Fehlmann, Beat C.
Fehlmann and Mathias Fehlmann, individual citizens and residents of Switzerland,
Felco and VTZ to evidence the preliminary agreement among the parties.
1. Founders and Felco represent that two patents (the ,,Patents,,) for
light weight concrete structure as set forth on Exhibit 1 to this
Memorandum have been issued to Hans-Beat Fehlmann as the inventor
thereof (,,Inventor,,), or applied for in the countries listed on
Exhibit 1, and have been exclusively licensed to Felco, that neither
the Patents nor any rights therein have been pledged, assigned,
licensed or otherwise transferred to any party other than Felco, that
the Founders have other secret know-how for the manufacture and
application of light weight concrete (the ,,Technology,,) presently
exclusively licensed or placed at the disposal of Felco, and that Felco
is engaged in the business of (i) developing and marketing applications
of light weight concrete using the Patents and the Technology and (ii)
assisting third party projects in applying the Patents and the
Technology (jointly referred to as the ,,Business,,).
2. ASP represents that the prices of sales of its shares are reported on
the Over-the-Counter Bulletin Board maintained by the Nasdaq.
3. ASP shall loan to Felco (the ,,Felco Loan,,), under the terms of the
promissory note attached hereto as Exhibit 2, for use only as working
capital, the sum of CHF 400'000.-- which shall be advanced CHF 200'000
on the execution hereof and CHF 100'000 at the end of each 30 day
period thereafter until the full amount has been advanced. The sums so
advanced shall be repayable, together with 8% interest from the date of
advance, on the earlier of (i) the ,,Financing,,(as defined below) or
(ii) January 31, 2000; provided, however, that (a) if the "Closing" (as
defined below) has not occurred within 45 days after the Memorandum
Date, or (b) if any of the information or documents provided by Felco
to ASP or Valor, directly or through the advisors of either, listed on
Exhibit 6 to this Memorandum or any representations or warranties made
by Founders or Felco in this Memorandum shall be false, misleading or
incomplete in any material respect or (c) there shall occur a material
adverse change in the business of Felco, upon notice given by ASP in
its sole discretion (the ,,Notice"), no further advances shall be made
and the entire amount advanced will be immediately due and payable and
shall be paid by Felco to ASP without interest no later than 60 days
from Felco's receipt of the Notice. Felco and Founders represent that,
except for up to CHF50'000.-- expended or to be expended for properly
justified and documented costs related to the transactions contemplated
herein through the Closing, no portion of the Felco Loan shall be paid
to or for the Founders, any of their relatives or associates or any
party affiliated with any of them, or on account of debts owed or
guaranteed by any of them except salaries not exceeding those
previously and customarily paid. The Founders and VTZ shall not be
liable for the Felco Loan which shall be repayable only out of the
assets of Felco other than the exclusive license of the Patents or the
Technology. For the purpose of making the Felco Loan, Valor agrees to
loan to ASP funds ("Valor Loan") as requested by ASP pursuant and
subject to the same terms and conditions as the Felco Loan as agreed in
this Memorandum and the Promissory Note attached thereto as Exhibit 2.
4. Founders agree to sell to ASP and ASP agrees to purchase from Founders
upon Closing, all of the Founders' shares in Felco as shown on Exhibit
3 to this Memorandum, free and clear of all claims or encumbrances, for
a purchase price consisting of (a) three million common shares of ASP
delivered upon Closing and (b) the sum of CHF 350'000.-- paid in cash
to Founders on or before twenty-four months after the Memorandum Date.
Such purchase price shall be delivered or paid to
<PAGE> 3
Memorandum of Agreement
May 19, 1999
Page 3
each Founder pro-rata in the percentage of the total number of shares
of Felco shown on Exhibit 3 purchased by ASP from such Founder.
5. VTZ agrees to use its best efforts to cause each of those persons
listed on Exhibit 4 to this Memorandum to sell to ASP and ASP agrees to
purchase from each all of his shares in Felco, free and clear of all
claims and encumbrances, for a purchase price consisting of an
aggregate total of one million shares of the common stock of ASP
delivered pro-rata to each of such persons in the percentage of the
total number of shares in Felco shown on Exhibit 4 purchased by ASP
from such person.
6. The closing (,,Closing,,) on the transactions described in paragraphs 4
and 5 above shall occur upon: (a) Valor, ASP, Felco and Founders
agreeing upon and executing definitive agreements (,,Definitive
Agreements,,), including those listed in Exhibit 5, implementing the
transactions described herein or such adjusted transactions as the
parties may mutually agree upon and (b) unless waived by ASP in its
sole discretion, persons representing at least 91% of the shares of
Felco having entered into binding agreements (,,Stock Purchase
Agreements,,) with ASP for the purchase and sale of such shares. If
persons representing less than 100% of the shares of Felco have entered
into Stock Purchase Agreements with ASP at the time of the Closing,
Founders and VTZ agree to use their best efforts to obtain such
agreements from such persons after the Closing. At any time after 90
days after the Memorandum Date, ASP shall have the right, in its sole
discretion, to terminate any offer to purchase the shares of Felco held
by persons who have not entered into Stock Purchase Agreements with
ASP. At any time after 90 days after the Memorandum Date, ASP shall
have the further right, in its sole discretion, to cause Felco to merge
into ASP or a subsidiary of ASP; provided, however, that ASP shall own
sufficient shares of Felco to cause such merger to occur under
applicable law. Notwithstanding the foregoing, ASP shall be under no
obligation to enter into a Stock Purchase Agreement with any person in
any jurisdiction where doing so or the offering or sale of ASP shares
to such person would require filing under the applicable securities
laws and regulations or similar laws of any document other than a
notice of such transaction not subject to discretionary review by the
relevant authorities.
7. Within 60 days of the Closing, but no sooner than June 30, 1999, Valor
agrees to assist ASP, if desired by ASP, in the private placement (the
,,Bridge Financing,,) of debt or equity, as determined by Valor in its
sole discretion, to provide up to US$ 500'000.-- of financing for ASP
(excluding costs and commissions) subject to Valor's satisfaction with
its due diligence of ASP, ASP's business plan and ASP's proposed use of
proceeds. Any debt issued in a Bridge Financing shall be repayable out
of the Financing. The total value of equity issued in a Bridge
Financing shall reduce the amount of the Financing by the same amount.
8. Within 120 days of the Closing, ASP shall file with the United States
Securities and Exchange Commission (,,SEC,,) a registration statement
or other filing for the issuance of freely trading shares to provide at
least USD 2'700'000.-- in equity financing (the ,,Public Financing,,)
for ASP (excluding costs and commissions). ASP agrees to use its best
efforts to have such registration statement or other filing declared
effective or approved by the SEC as soon as is practicable.
Notwithstanding the foregoing, if ASP reasonably determines that a
Public Financing is not practicable or in the interest of ASP and its
shareholders, ASP may undertake a private placement of shares
(the ,,Private Placement,,) to provide at least USD 2'700'000.-- in
equity financing for ASP (excluding costs and commissions).The
term ,,Financing,, means the Public Financing or the Private Placement,
which ever occurs first. The price per share for the Financing shall be
determined by ASP together with the parties placing or underwriting the
same based upon a target price of USD 7.-- per share. It is understood
and acknowledged that the total proceeds to be raised in the Financing
<PAGE> 4
Memorandum of Agreement
May 19, 1999
Page 4
shall be in excess of USD 2'700'000 to allow for payment of the costs
and commissions involved in the Financing and that proceeds of the
Financing may be used to pay some or all of such costs and commissions.
The Financing is contingent upon SEC approval if required, on
satisfactory due diligence by the parties placing or underwriting the
same, on agreement on terms among the parties and those placing or
underwriting the same and on market conditions.
9. At the time of the Closing, Valor and Founders agree to enter into a
shareholders agreement (the ,,Shareholders Agreement,,) providing that
each shall vote their shares in ASP so as to cause the election of no
more than (a) five directors for ASP of which two shall be recommended
by Valor, two shall be recommended by the Founders and the fifth shall
be recommended jointly by Founders and Valor, (b) three directors of
Felco of which two shall be recommended by the Founders and one shall
be recommended by Valor (with the signature of one of the Founders
directors and the Valor director being required to authorize action by
Felco) and (c) for the election of Inventor as president of Felco;
provided that the shareholders reasonably believe that each such
director is qualified and the election of the same is in the best
interest of the shareholders of ASP. The parties acknowledge that it is
their intent to select a chief executive officer for ASP and Felco who
shall have ultimate responsibility for the success of both entities.
The Shareholders Agreement shall also contain such additional
provisions concerning term and other matters as the parties shall
agree. The new board of directors of ASP and Felco shall be elected
within one month after Closing. VTZ agrees to use its best efforts to
cause as many persons as possible listed on Exhibit 4 to enter into the
Shareholders Agreement.
10. At the time of the Closing or as soon as practicable thereafter, ASP
shall change its corporate name to Felco International Corporation, or
a similar name if the same is not available in the State of Florida,
and shall establish a shareholder approved employee stock option plan
and directors stock option plan authorizing the issuance of stock
options or other stock based incentives, as determined by the newly
elected directors of ASP and/or a compensation committee established by
such directors, to the executives and other employees and the outside
directors of ASP and its subsidiaries.
11. Valor shall use its best efforts to arrange for a bank or other
financial institution to loan to Founders at the time of the Closing
the sum of CHF 1'500'000.-- against 1'000'000 shares of ASP on a
non-recourse basis and under, and subject to, such other terms as may
be agreed among the Founders and the lender.
12. (a) At the time of the Closing, Inventor and Felco shall enter into a
new license agreement (the ,,License Agreement" pursuant to which: (a)
Inventor shall license world-wide rights in the Patent and any portions
of the Technology developed by the Inventor (the ,,Inventor
Technology") to Felco on an exclusive basis; (b) Inventor shall receive
an initial royalty of CHF 350'000.-- upon completion of the Financing
and (c) Felco shall pay to the Inventor royalties of 2.5 % of the gross
revenues solely from the Business, payable on a quarterly basis until
the expiration of the latest issued patent listed on Exhibit 1.
(b) At the time of the Closing, each of the Founders (other than the
Inventor) shall transfer all their right, title and interest in any of
the Technology developed by each of them to Felco solely in
consideration of that portion of the Founders Purchase Price received
by each and the sum of USD 1.--paid to each.
13. The primary mission of ASP and Felco after the Closing shall be the
exploitation of the exclusive license of the Patents and the Technology
so long as the directors of ASP deem the same to be in
<PAGE> 5
Memorandum of Agreement
May 19, 1999
Page 5
the best interests of its shareholders and, subject thereto, the
parties agree that ASP may explore and engage in other methods of
producing light weight concrete or other business activities related to
the construction industry. After the Closing, the Business and research
and development activities related to the Patents and Technology shall
be conducted by Felco based in Zug, Switzerland, so long as the
Founders and others directly involved in such research and development
are located there although other businesses in which ASP may be
involved and ASP's and Felco's senior management (not directly involved
in research and development related to the Patents and Technology) may
be based in such jurisdictions as the directors determine to be in the
best interest of ASP and its shareholders.
14. Felco and Founders represent and warrant that (a) Felco is a
corporation duly organized and in good standing under the laws of
Switzerland; (b) Founders each own the shares in Felco shown by their
names on Exhibit 3 to this Memorandum, free and clear of all claims
except as shown on Exhibit 3; (c) Exhibit 4 is a listing according to
the corporate records of Felco of the names of each person other than
Founders holding shares in Felco and the number of shares held by each;
(d) except as stated on Exhibits 3 and 4, there are no other shares in
Felco outstanding or rights granted by Felco or Founders to acquire or
convertible into the same; (e) Felco has the exclusive worldwide rights
to the use of the Patents and the Technology without adverse claims by
any other person; (f) each of the Founders and Felco has the authority
to enter into this Memorandum and (g) execution and performance of this
Memorandum will not cause a breach of any other agreement to which
Founders or Felco is a party.
15. VTZ represents and warrants that each of the persons listed on Exhibit
4 is a customer of VTZ or has purchased shares in Felco directly
through Felco.
16. Valor and ASP each represent and warrant that (a) each is a corporation
organized and in good standing under the laws of its jurisdiction or
incorporation; (b) each has the authority to enter into this
Memorandum; and (c) execution and performance of this Memorandum will
not cause a breach of any other agreement to which either is a party.
ASP represents and warrants that (a) at the time of the Closing, the
three million common shares of ASP delivered to Founders as purchase
price will represent no less than 50% of the issued and outstanding
shares of ASP on a fully diluted basis; (b) ASP shall have no material
liabilities (other than the Valor Loan) and at least USD 300'000.--
incash assets at the time of the Closing; and (c) each of the directors
or representatives of ASP signing this Agreement has the authority to
enter into this Memorandum.
17. The parties agree to use their best efforts to accomplish the following
schedule:
Signing of this Memorandum as soon as possible
Funding of Felco Loan-1st Advance 20th May 1999
Funding of Felco Loan-2nd Advance 20th June 1999
Execution of Definitive Agreements 20th June 1999
Closing 20th June 1999
Funding of Felco Loan-3rd Advance 20th July 1999
Bridge Financing 20th August 1999
Financing 1st November 1999
18. Prior to election of new directors of Felco as contemplated in
paragraph 9 above, except with the prior agreement of ASP and Valor,
Felco and the Founders agree not to issue additional shares or other
ownership interests in Felco of any type, or rights thereto. Felco
agrees not to and Founders
<PAGE> 6
Memorandum of Agreement
May 19, 1999
Page 6
agrees not to allow Felco to agree to sell or issue any interest in the
Patents or the Technology or to incur or assume any debt or other
financial obligation.
19. As an inducement to ASP and Valor to enter into this Memorandum, to
make the Felco Loan, to expend effort and expenses on the transactions
contemplated herein and due diligence of Felco, between Memorandum Date
and the election of new Felco directors as contemplated in paragraph 9,
Felco will and Founders shall cause Felco to: (a) conduct business only
in the normal and ordinary course and in substantially the same manner
as conducted previously; (b) use best efforts to preserve intact its
business organization and goodwill; (c) keep ASP and Valor advised of
any business developments and consult with ASP before any decisions are
taken with respect to any business operations; (d) not make any
dividend or other unusual distributions of any kind to stockholders;
(e) change management only as acceptable to Valor and ASP; (f) not make
any material change to any material agreements or incur any material
liabilities without ASP and Valor's prior written consent other than as
required under paragraph 12 which shall be in form and substance
acceptable to ASP and Founders; (g) not incur any debt or other
obligations other than in the ordinary course of business without the
prior written consent of Valor and ASP; and (h) grant no additional
rights in Felco, the Patents or the Technology other than as required
under paragraph 12 which shall be in form and substance acceptable to
ASP. The parties acknowledge that Felco is proposing to enter into a
material business transaction in connection with the,,Expo 2001"
project which is within the normal and ordinary course of Felco's
business but as to which ASP shall be consulted in regard to the terms
and conditions thereof and the partners and other participants therein.
20. The Founders, the Inventor, VTZ and Felco acknowledge that ASP is not
engaged in any material business activities. As an inducement to the
Founders, the Inventor, VTZ and Felco to enter into this Memorandum, to
expend efforts and expenses on the transactions contemplated herein and
due diligence of ASP (to the extent deemed necessary by the Founders,
the Inventor, VTZ and Felco), ASP agrees that, from the Memorandum Date
until the election of the new ASP directors as contemplated in
paragraph 9, so long as ASP has not given a Notice under paragraph 3
above or the obligations of ASP or Valor have not terminated under
paragraph 26 or 27 below, ASP will not undertake, except with the prior
consent of Felco, any material business activities other than the
borrowing of funds under the Valor Loan and the acquisition of the
shares of Felco as contemplated by paragraph 6 above.
21. Until the Closing, Felco shall and Founders shall cause Felco
(including any subsidiaries and affiliates) to: (a) grant ASP and Valor
and its representatives, access to its and their premises and books and
records and (b) furnish to ASP and Valor and their respective
representatives such financial, operating and other information with
respect to its business and properties as ASP and Valor shall from time
to time reasonably request. In connection with its examination of
Felco, ASP and Valor and their respective representatives may
communicate with any person having business dealings with Felco. All of
such access, investigation and communication by ASP or Valor will be
conducted in a manner designed not to interfere unduly with the normal
business of Felco.
22. Until the Closing, ASP (including any subsidiaries and affiliates)
shall: (a) grant the Founders and Felco, as well as their
representatives, access to its books and records and (b) furnish to the
Founders and Felco as well as their representatives such financial,
operating and other information with respect to ASP's business and
properties as the Founders and Felco shall from time to time reasonably
request. In connection with the examination of ASP, the Founders and
Felco as well as their representatives may communicate with any person
having business dealings with ASP. All of
<PAGE> 7
Memorandum of Agreement
May 19, 1999
Page 7
such access, investigation and communication by Founders or Felco will
be conducted in a manner designed not to interfere unduly with the
normal business of ASP.
23. In consideration for the expenditures of time, effort and expense to be
undertaken by ASP and Valor in connection with the transactions, the
Bridge Financing and the Financing contemplated by this Memorandum and
ASP and Valor's investigation of Felco, which is a condition precedent
to any such financing, Felco, Founders and VTZ each agree that, from
the Memorandum Date until the Closing, Felco, Founders and VTZ each
will not solicit, entertain or enter into any agreement or
understanding with, or furnish any nonpublic information to, any person
or entity other than Valor or ASP or the representatives of either,
with respect to the acquisition (by purchase, merger or otherwise) of
any or all of the capital stock of or other interests in Felco, the
Patents or the Technology or the sale of any material portion of the
assets of Felco. Felco, Founders and VTZ will promptly notify ASP and
Valor if any of them receives an unsolicited offer for such a
transaction, or obtains information that such an offer is likely to be
made, which notice will include the identity of the prospective offeror
and the price and terms of the proposed offer.
24. Each party shall be responsible for its own costs in connection with
this Memorandum and the transactions contemplated herein. It is
acknowledged that all professional costs in Switzerland incurred by
Felco the Founders, VTZ and other shareholders of Felco and connected
with the transactions set forth in this Memorandum, including but not
limited to lawyers costs and costs for other professional advisors, are
to be borne by Felco; provided, however, that Felco has given its prior
approval to the engagement of such advisors and none of such costs
shall be paid with the proceeds of the Felco Loan except as provided in
paragraph 3 above.
25. Each party agrees that it will not release or issue any reports,
statements or releases pertaining to this Memorandum and the
implementation hereof without the prior written consent of the other
parties hereto except to professional advisors under a duty of
confidentiality as necessary to consummate the transaction. Each party
agrees that any information or material which is obtained from another
party hereto will be used solely for the purposes of evaluating the
other parties hereto in connection with the transactions contemplated
herein and that such information will not be used or disclosed other
than in furtherance of such purpose.
26. This Memorandum shall terminate only upon the earliest to occur of (a)
the execution of Definitive Agreements; (b) the execution and delivery
by the parties of an agreement superseding this letter; (c) the
notification to Felco by ASP or Valor of its election to terminate this
Memorandum based on the results of their due diligence investigation
into Felco; (d) the notification by any party to the other party hereto
of the election to terminate this Memorandum for material departure by
the other party from the provisions set forth in this Memorandum; (e)
the giving of a Notification by ASP or Valor under paragraph 1 above;
(f) the giving of a notification by Felco to ASP and Valor that any
representations or warranties made by ASP or Valor in this Memorandum
are false, misleading or incomplete in any material respect; or (g)
failure of the Closing to occur within 45 days of the Memorandum Date.
In case of a termination under clauses (e) or (g), the Felco Loan shall
be due and payable as provided in paragraph 3 and no further advances
thereunder shall be due.
27. Except for paragraphs 1 through 3 and 14 through 29 hereof which are
binding upon the parties, this Memorandum is intended to be, and shall
be construed only as, a memorandum evidencing the intent of the parties
to the date hereof. Except as otherwise provided in the preceding
sentence, the respective rights and obligations of the parties remain
to be defined in the Definitive Agreements, into which this letter and
any prior discussions shall merge and which shall contain
representations and warranties and other terms yet to be agreed upon
and may reflect additional or different terms
<PAGE> 8
Memorandum of Agreement
May 19, 1999
Page 8
consistent with the economic and other objectives set out above as may
be necessary to meet the needs of the parties including without
limitation tax and securities matters. Notwithstanding any other
provisions in this Memorandum, (a) the obligations of ASP and Valor are
subject to the satisfaction of each with their respective due diligence
examinations of Felco, the Patents and the Technology including,
without limitation, satisfaction as to Felco's business plans,
management, competition, technologies and financial condition; (b) ASP
and Valor shall be under no obligation to consummate the transactions
contemplated herein (other than the Felco Loan except for advances not
due) if, in the sole discretion of either, it determines not to proceed
with any of such transactions whether as described herein or on other
terms; and (c) in case of termination of this Memorandum pursuant to
paragraph 26 (c) - (g), or non-consummation of the transactions
contemplated herein pursuant to paragraph 27 (b), the Licence Agreement
and all rights in the Technology licensed to Felco shall terminate. The
parties agree to work in good faith to timely enter into and consummate
the Definitive Agreements.
28. This Memorandum as well as any dispute directly or indirectly affecting
this Memorandum shall be subject to and interpreted in accordance with
the laws of Switzerland. Notices shall be deemed given when delivered
to a party at the address or fax number for such party listed under
their signatures below.
29. All disputes arising out of or in connection with the present
Memorandum of Agreement, including disputes on the conclusion, binding
effect, amendment and termination, shall be resolved, to the exclusion
of the ordinary courts by a three-person Arbitral Tribunal in
accordance with the International Arbitration Rules of the Zurich
Chamber of Commerce. The Arbitration shall take place in Zurich; the
language of the proceeding shall be English.
<PAGE> 9
Memorandum of Agreement
May 19, 1999
Page 9
This Memorandum will be executed by facsimilie signature which shall be
deemed an original and, when taken together, shall be deemed one and
the same agreement.
FELCO HOLDING ZUG AG:
/s/ H.B. Fehlmann /s/ Beat Fehlmann
- ----------------------- ---------------------------
(H.B. Fehlmann) (Beat Fehlmann)
Title: President of the Board Title: Member of the Board
Felco Holding AG
Chamerstrasse 18
6300 Zug
Fax 0041 41 710 46 45
Hans-Beat Fehlmann: Beat C. Fehlmann:
/s/ Hans-Beat Fehlmann /s/ Beat C. Fehlmann
- --------------------------- ------------------------
(Hans-Beat Fehlmann) (Beat C. Fehlmann)
Zugerstrasse 76 Eichholzweg 1c
6318 Walchwil 6312 Steinhausen
Mathias Fehlmann:
/s/ Mathias Fehlmann
- ------------------------
<PAGE> 10
Memorandum of Agreement
May 19, 1999
Page 10
(Mathias Fehlmann)
(signed by Beat Fehlmann, proxy of May 17th, 1999)
Giebelweg 4
6343 Buonas
<PAGE> 11
Memorandum of Agreement
May 19, 1999
Page 11
VTZ Versicherungs Treuhand AG:
/s/ Martin Brenner /s/ Silvia Staub
- ----------------------- --------------------
(Martin Brenner) (Silvia Staub)
CEO, Member of the Board
Bahnhofplatz 9
Fax 0041 1 226 45 46
<PAGE> 12
Memorandum of Agreement
May 19, 1999
Page 12
ValorInvest Ltd.
/s/ Altaf Nazerali
- ----------------------- --------------------------
(Altaf Nazerali) ( )
Title: Title:
29 Quai des Bergues
1201 Geneva
Fax 0041 22 732 56 95
<PAGE> 13
Memorandum of Agreement
May 19, 1999
Page 13
ASP Ventures Corp.
/s/ Norman Wareham /s/ Eric Kohn
- ----------------------- -----------------
( Norman Wareham) (Eric Kohn)
Title:
Fax 001 604 68 32 370
Tel. 001 604 60 21 717
<PAGE> 14
Memorandum of Agreement
May 19, 1999
Page 14
EXHIBIT 1 TO MEMORANDUM OF AGREEMENT
PATENTS OF FELCO HOLDING ZUG AG
Application or
Description of Patents Owner Patent Number Country
- ---------------------- ----- ------------- -------
Grant Patents:
Building Material having low H.B. Fehlmann 5,868,830 USA
degress of shrinkage
Building Material with H.B. Fehlmann 5,641,815 USA
increased strength
Pending Patents:
European Patent: H.B. Fehlmann 95936920.8 EU
Baumaterial mit geringerem
Schwinden
Switzerland:
Baumaterial mit geringerem H.B. Fehlmann 3871/94-6 CH
Schwinden
PCT-Anmeldung:
Baumaterial mit geringerem H.B. Fehlmann CH95/00277 CH
Schwinden
Canada:
Bauwerkstoff mit erhohter H.B. Fehlmann 2.132,645 CND
Festigkeit
Japan:
Bauwerkstoff mit erhohter H.B. Fehlmann 245 485/94 JP
Festigkeit
<PAGE> 15
Memorandum of Agreement
May 19, 1999
Page 15
EXHIBIT 2 TO MEMORANDUM OF AGREEMENT
PROMISSORY NOTE
PROMISSORY NOTE
CHF 400'000.-- May______, 1999
FOR VALUE RECEIVED, FELCO HOLDING ZUG AG, a Swiss corporation (,,Borrower,,),
does hereby promise to pay to the order of ASP VENTURES CORP., a Florida
corporation (,,Lender,,), the principal sum of FOUR HUNDRED THOUSAND AND 00/100
SWISS FRANCS (CHF 400'000.--), or so much thereof as shall have been advanced
hereunder by Lender to Borrower together with interest thereon as provided
below. (All capitalized terms in this Note, not defined herein, shall have the
meanings given to such terms in that certain Memorandum of Agreement of even
date herewith among Lender, Borrower and others (the ,,Memorandum")).
1. Interest. Interest will accrue on the outstanding principal amount of
this Note at the rate of eight percent (8%) per annum from the date of
each advance, and until all amounts outstanding under this Note have
been paid in full.
2. Payments. Interest, principal and all other sums payable hereunder
(collectively, the ,,Obligations,,) shall be payable, without any
offset, reduction, counterclaim or recoupment whatsoever, in lawful
money of the country of Switzerland which shall be legal tender in
payment of all debts and dues, public and private, at the time of
payment, and shall be due and payable as follows unless extended by the
Lender:
( a ) If (i) the Closing is not completed within forty-five (45) days
of the Memorandum Date, or (b) if any of the information or documents
provided by Borrower to Lender, directly or through advisors, listed on
Exhibit 6 to the Memorandum or any representations or warranties made
by Borrower in the Memorandum shall be false, misleading or incomplete
in any material respect or (c) there shall occur a material adverse
change in the business of Borrower, upon notice given by Lender in its
sole discretion (the ,,Notice"), the entire the principal balance of
this Note WITHOUT INTEREST shall be due and payable within 60 days or
receipt of the Notice by Borrower and interest as provided above shall
accrue from such due date until the same is paid;
( b ) The Obligations shall be repaid in full upon the consummation of
the Financing; or
( c ) If not sooner paid (whether by acceleration or otherwise), the
entire balance of the Obligations shall be due and payable on January
31st, 2000.
3. Advances. Upon receiving a properly executed original of this Note and
upon the satisfaction of the conditions precedent to any advance as set
forth herein, Lender shall make available the proceeds of the loan.
Advances are limited in the aggregate to the stated principal amount of
this Note; this is not a revolving line of credit.
4. Application of Payments. All payments shall be applied first on account
of late charges, if any, then to Lender's costs of collection
(including, without limitation, reasonable attorneys' fees and
<PAGE> 16
Memorandum of Agreement
May 19, 1999
Page 16
expenses), if any, then, to accrued and unpaid interest, and the
balance to the reduction of principal. For the purposes of computing
interest on the debt evidenced hereby, if any, interest shall be
calculated on the basis of a year consisting of three hundred sixty
(360) days, and shall be charged on the basis of the actual number of
calendar days that the principal amount advanced remains unpaid to the
Lender.
5. Default; Remedies. If default be made in the performance of any term,
condition or covenant contained in this Note or in connection with any
other obligation of Borrower to Lender, and such default shall not have
been cured under any cure provisions applicable to such default, then
and in any such event, the Obligations, in their entirety, shall at
once become due and payable at the option of the Lender without further
notice. Failure of the Lender to exercise the option to accelerate
payment in the event of any default shall not constitute a waiver of
the right to exercise the same in the event of any subsequent default.
6. Prepayment. The privilege is reserved to Borrower to prepay the entire
indebtedness evidenced hereby with interest thereon, at any time of
from time to time, without prepayment premium or penalty, provided
however, that Borrower shall provide prior written notice to Lender of
the intent to prepay ten (10) business days in advance of such
prepayment. Partial prepayments shall not be accepted except in
Lender's sole discretion.
7. Attorney's Fees. In the event counsel is employed by the Lender to
enforce the provisions of this Note, Borrower shall pay upon demand
reasonable attorneys' fees so incurred by Lender, and all other costs
and expenses connected with such enforcement.
8. Waivers. The Borrower hereby waives presentment, protest and demand,
notice of protest and notice of dishonor of this Note.
9. Notices. All notices, requests, demands and other communications
required permitted hereunder must be in writing and shall be effective
(a) five (5) days after being mailed by first class certified or
registered mail, return receipt requested, with proper postage prepaid,
or (b) two (2) business days after being delivered to an established
over-night delivery service, with costs for ,,next day,, delivery
prepaid, addressed in either case to the following addresses (or at
such other addresses as will be given in writing by the parties to one
another):
To the Borrower: Felco Holding Zug AG
Attention: H.B. Fehlmann
Chamerstrasse 18
CH-6301 Zug
Switzerland
Tel.: 0041 -41 - 710 - 22 - 45
Fax: 0041 -41 - 710 - 46 - 45
To the Lender: ASP Ventures Corp.
Attention: Mr. G.W. Norman Wareham
1177 West Hastings Street
Suite 1818
Vancouver, BC Canada V6E 2K3
<PAGE> 17
Memorandum of Agreement
May 19, 1999
Page 17
Tel.: 001 604 60 21 717
Fax: 001 604 68 32 370
with copy to:
Michael H. Chanin, Esq.
Powell, Goldstein, Frazer and
Murphy LLP
1001 Pennsylvania Ave. NW.
Suite 600
Washington DC 20004
Tel.: (202) 624 - 7235
Fax: (202) 624 - 7222
10. Severability. In the event any provision (or any part of any provision)
contained in this Note shall for any reason be finally held by a court
of competent jurisdiction or other body to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision (or remaining
part of the affected provision) of this Note; but this Note shall be
construed as if such invalid, illegal or unenforceable provision (or
part thereof) had never been contained herein, but only to the extent
it is invalid, illegal or unenforceable.
11. Successors and Assigns. This Note and/or rights hereunder are
assignable by Lender and shall enure to the benefit of Lender and its
assigns.
12. Time is of the Essence. Time is of the essence as to each and every
provision of this Note.
13. Governing Law and Choice of Forum. This Note will be governed by and
construed in accordance with the laws of Switzerland. All disputes
arising out of or in connection with the present Note, including
disputes on the conclusion, binding effect, amendment and termination,
shall be resolved, to the exclusion of the ordinary courts by a
three-person Arbitral Tribunal in accordance with the International
Arbitration Rules of the Zurich Chamber of Commerce. The Arbitration
shall take place in Zurich; the language of the proceeding shall be
English. Collection of this Note may, however, be undertaken and
enforced in the ordinary courts.
WITNESS the execution hereof by the Borrower on the date first hereinabove
written, with the intent that this shall be an instrument under seal.
BORROWER:
WITNESS: FELCO HOLDING ZUG AG
By: (SEAL)
- --------------------- ---------------------
Name: H.B Fehlmann Name: Beat C. Fehlmann
<PAGE> 18
Memorandum of Agreement
May 19, 1999
Page 18
Title: President of the Board Title: Member of the Board
Bank Wiring Instructions
UBS Zug, Baarestrasse 14a, CH-6301 Zug
att. Markus Gmur
Bank Swift: UBSWCHZZ80A
Kto Name: Felco Holding Zug AG
Kto Number: Q9-819,796.0 (CHF)
Kto Number: Q9-819,796.1 (US$)
---------------------------
<PAGE> 19
Memorandum of Agreement
May 19, 1999
Page 19
EXHIBIT 3 TO MEMORANDUM OF AGREEMENT
OWNERSHIP OF FOUNDERS
<TABLE>
<CAPTION>
Name Number of Shares Encumbrance
- ---- ---------------- -----------
<S> <C> <C>
Hans-Beat Fehlmann 140668 4930
Beat Fehlmann 9'500
Mathias Fehlmann 10'000 10'000
Total 160168 14'930
% of total shares 69.64% 6.50%
</TABLE>
NOTE THAT DELIVERY OF SHARES HELD BY PLEDGE HOLDER IS SUBJECT TO RESPECTIVE
AGREEMENTS BETWEEN THE SHAREHOLDER AND THE HOLDER OF THE PLEDGE.
<PAGE> 20
Memorandum of Agreement
May 19, 1999
Page 20
EXHIBIT 4 TO MEMORANDUM OF AGREEMENT
PAGE 1 OF 6
OWNERSHIP INTEREST PURSUANT TO RECORDS OF FELCO HOLDING ZUG AG
REGISTERED SHARES
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
FELCO HOLDING ZUG AG
- ----------------------------------------------------------------------------------------------------------------
LISTE DER INVESTOREN IN NAMENAKTIEN ( ohne Grunderaktionare )
- ----------------------------------------------------------------------------------------------------------------
PER 10.05.99
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
NAME ORT ANZAHL ZERT.
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
Aemisegger Alena Adlikon 40 24
- ----------------------------------------------------------------------------------------------------------------
Aemisegger Andreas Adlikon 40 11
- ----------------------------------------------------------------------------------------------------------------
Affaires Financieres S.A. Zurich 7370 262
- ----------------------------------------------------------------------------------------------------------------
Albertin Bernadette Massagno 48 100
- ----------------------------------------------------------------------------------------------------------------
Alder-Casagrande Ronald Affoltern a.A. 70 192
- ----------------------------------------------------------------------------------------------------------------
Amez-Droz Manfred Winterthur 115 92
- ----------------------------------------------------------------------------------------------------------------
Architektur-Buro O. Baldelli Erstfeld 10 138
- ----------------------------------------------------------------------------------------------------------------
Armbruster Ursula Zurich 250 12
- ----------------------------------------------------------------------------------------------------------------
AROC Bau AG Zug 10 184
- ----------------------------------------------------------------------------------------------------------------
ASA Basel 1700 9
- ----------------------------------------------------------------------------------------------------------------
Auf der Mauer Genevieve Gland 20 52
- ----------------------------------------------------------------------------------------------------------------
Auf der Maur Claudia Brunnen 50 103
- ----------------------------------------------------------------------------------------------------------------
Auf der Maur Hedy Brunnen 40 90
- ----------------------------------------------------------------------------------------------------------------
Bachmann Bruno Zug 50 246
- ----------------------------------------------------------------------------------------------------------------
Baldelli-Blaser Orlando Erstfeld 10 137
- ----------------------------------------------------------------------------------------------------------------
Ben-Ari Noomi Munchen 152 43
- ----------------------------------------------------------------------------------------------------------------
Bernardys AG Zurich 20 177
- ----------------------------------------------------------------------------------------------------------------
Bhend Barbara Baar 10 14
- ----------------------------------------------------------------------------------------------------------------
Brack Markus Zug 50 58
- ----------------------------------------------------------------------------------------------------------------
Brandenberger Michael Kusnacht 20 144
- ----------------------------------------------------------------------------------------------------------------
Brenner Martin Uerikon 1090 125
- ----------------------------------------------------------------------------------------------------------------
Cerfeda Giovanni Winterthur 250 13
- ----------------------------------------------------------------------------------------------------------------
Ciments Vigier SA Pery 5000 271
- ----------------------------------------------------------------------------------------------------------------
Czuk Charlotte Hettlingen 50 33
- ----------------------------------------------------------------------------------------------------------------
Delta Energie AG Zurich 1270 256
- ----------------------------------------------------------------------------------------------------------------
Fent Giuseppe Winterthur 250 16
- ----------------------------------------------------------------------------------------------------------------
Fink-Arnet Markus P. Altdorf 20 165
- ----------------------------------------------------------------------------------------------------------------
Frei Bruno und Barbara Etzelkofen 80 129
- ----------------------------------------------------------------------------------------------------------------
Frey Jurg & Rosemarie Rolling Hills, CA 90274 120 45
- ----------------------------------------------------------------------------------------------------------------
Furger Sahli Marlena Liebefeld 100 130
- ----------------------------------------------------------------------------------------------------------------
Gasser Dorette Zurich 300 242
- ----------------------------------------------------------------------------------------------------------------
Gemeinder Josef Coburg 100 15
- ----------------------------------------------------------------------------------------------------------------
Greiner Daniel Adetswil 80 191
- ----------------------------------------------------------------------------------------------------------------
Grobmay Alex Grafing 20 35
- ----------------------------------------------------------------------------------------------------------------
Gunthardt Heike Kusnacht 10 8
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 21
Memorandum of Agreement
May 19, 1999
Page 21
<TABLE>
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Hansen Mogens Affoltern a.A. 50 133
- ----------------------------------------------------------------------------------------------------------------
Hausermann Peter Vordemwald 4 86
- ----------------------------------------------------------------------------------------------------------------
EXHIBIT 4 (CONTINUED) PAGE 2 OF 6
REGISTERED SHARES
- ----------------------------------------------------------------------------------------------------------------
Hediger Walter Zurich 1000 42
- ----------------------------------------------------------------------------------------------------------------
Hess Rene Bern 60 139
- ----------------------------------------------------------------------------------------------------------------
Hofer Urs Balsthal 40 99
- ----------------------------------------------------------------------------------------------------------------
Holstein Christa Kusnacht 20 153
- ----------------------------------------------------------------------------------------------------------------
Hug Thomas Bever 300 63
- ----------------------------------------------------------------------------------------------------------------
Imholz Heinrich Wettingen 77 91
- ----------------------------------------------------------------------------------------------------------------
Isler Andreas Gutighausen 20 65
- ----------------------------------------------------------------------------------------------------------------
Jakob Peter Zurich 220 18
- ----------------------------------------------------------------------------------------------------------------
Kamber Heidi Stans 40 176
- ----------------------------------------------------------------------------------------------------------------
Kammer Paul Trimbach 20 69
- ----------------------------------------------------------------------------------------------------------------
Kayser Marion Widen 75 119
- ----------------------------------------------------------------------------------------------------------------
Kindhauser Eugen Kleinandelfingen 50 105
- ----------------------------------------------------------------------------------------------------------------
Knaus Anna Meilen 20 97
- ----------------------------------------------------------------------------------------------------------------
Knaus Johannes Meilen 55 110
- ----------------------------------------------------------------------------------------------------------------
Knaus Jurg Meilen 155 59
- ----------------------------------------------------------------------------------------------------------------
Kohler Freya Munchen 191 20
- ----------------------------------------------------------------------------------------------------------------
Kotscher Dagmar Heiden 20 198
- ----------------------------------------------------------------------------------------------------------------
Kraus Peter Freienbach 100 219
- ----------------------------------------------------------------------------------------------------------------
K-S Anlage AG Diepoldsau 200 115
- ----------------------------------------------------------------------------------------------------------------
Kuchler Rosmarie Zollikon 100 96
- ----------------------------------------------------------------------------------------------------------------
Kyriacou Andreas Volketswil 60 141
- ----------------------------------------------------------------------------------------------------------------
Laager Marlies Horgen 150 118
- ----------------------------------------------------------------------------------------------------------------
Lacher Ernst Samstagern 100 136
- ----------------------------------------------------------------------------------------------------------------
Lanz Ursula Zurich 200 80
- ----------------------------------------------------------------------------------------------------------------
Lehni-Fehlmann Isabel Zug 100 62
- ----------------------------------------------------------------------------------------------------------------
Lichtenhahn Susanna Schaffhausen 60 216
- ----------------------------------------------------------------------------------------------------------------
Luthi Rony Windisch 62 117
- ----------------------------------------------------------------------------------------------------------------
Luthi Rony Windisch 30 22
- ----------------------------------------------------------------------------------------------------------------
Manz Thomas Zumikon 200 81
- ----------------------------------------------------------------------------------------------------------------
Marthaler Christoph VR Maarn 50 89
- ----------------------------------------------------------------------------------------------------------------
Marthaler Daniel Kusnacht 40 148
- ----------------------------------------------------------------------------------------------------------------
Marthaler Daniel Kusnacht 112 85
- ----------------------------------------------------------------------------------------------------------------
Marthaler Daniel Kusnacht 8 150
- ----------------------------------------------------------------------------------------------------------------
Marty Katja Ernetschwil 40 190
- ----------------------------------------------------------------------------------------------------------------
Masina Attilio Illighausen 76 154
- ----------------------------------------------------------------------------------------------------------------
Maurer Martin & Susanne Bubikon 150 166
- ----------------------------------------------------------------------------------------------------------------
Meili Walter Zurich 40 252
- ----------------------------------------------------------------------------------------------------------------
Merk Robert Zurich 5 102
- ----------------------------------------------------------------------------------------------------------------
Meyer Lorenz Zurich 20 121
- ----------------------------------------------------------------------------------------------------------------
Meyer-Waldherr Kathrin Meilen 150 149
- ----------------------------------------------------------------------------------------------------------------
Niederberger Margret Steinhausen 20 47
- ----------------------------------------------------------------------------------------------------------------
Niederost Markus Elgg 40 155
- ----------------------------------------------------------------------------------------------------------------
Nievergelt Georges Thalwil 168 194
- ----------------------------------------------------------------------------------------------------------------
Oeko Casa Investment-+ Beteiligungsgesellschaft AG Zurich 300 199
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 22
Memorandum of Agreement
May 19, 1999
Page 22
<TABLE>
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Pensionskasse SBGRL Ruschlikon 100 106
- ----------------------------------------------------------------------------------------------------------------
Perch-Nielsen Jorgen Richterswil 100 120
- ----------------------------------------------------------------------------------------------------------------
Pfeiffer Dagmar Berlin 40 158
- ----------------------------------------------------------------------------------------------------------------
Pfenninger Paul Meilen 77 48
- ----------------------------------------------------------------------------------------------------------------
Pfosi Luzi Wallisellen 100 201
- ----------------------------------------------------------------------------------------------------------------
EXHIBIT 4 (CONTINUED) PAGE 3 OF 6
REGISTERED SHARES
- ----------------------------------------------------------------------------------------------------------------
Picard Katharina Bern 120 108
- ----------------------------------------------------------------------------------------------------------------
Planzer Walter Ammerswil 75 122
- ----------------------------------------------------------------------------------------------------------------
Rahn & Bodmer Zurich 5500 266
- ----------------------------------------------------------------------------------------------------------------
Rappo-Brumann Cornelia St. Antoni 30 164
- ----------------------------------------------------------------------------------------------------------------
Rechsteiner Rita St. Pelagiberg 20 25
- ----------------------------------------------------------------------------------------------------------------
Rickli Heinz Bern 100 132
- ----------------------------------------------------------------------------------------------------------------
Rimann Sepp Niederrohrdorf 20 68
- ----------------------------------------------------------------------------------------------------------------
Rudolf Dudler AG Staad 100 29
- ----------------------------------------------------------------------------------------------------------------
Ruetschi Thomas Bern 150 236
- ----------------------------------------------------------------------------------------------------------------
Schaffner Sami Oberrohrdorf 30 180
- ----------------------------------------------------------------------------------------------------------------
Schlapfer Marianne Zurich 10 179
- ----------------------------------------------------------------------------------------------------------------
Schmid Herbert Bern 40 156
- ----------------------------------------------------------------------------------------------------------------
Schmidli Rolf Aarau 50 93
- ----------------------------------------------------------------------------------------------------------------
Schmocker Laura Ennetmoos 23 240
- ----------------------------------------------------------------------------------------------------------------
Schneider Heinz Trimbach 40 66
- ----------------------------------------------------------------------------------------------------------------
Schneider Paul Bremgarten 200 49
- ----------------------------------------------------------------------------------------------------------------
Seeger-Bischoff Nadine + Stefan Basel 230 183
- ----------------------------------------------------------------------------------------------------------------
Shey Randolph & Deanne Palos Verdes 326 51
- ----------------------------------------------------------------------------------------------------------------
Sicam Automation & Umwelttechnic AG Evilard 25 10
- ----------------------------------------------------------------------------------------------------------------
Signer Bruno Zollikerberg 40 157
- ----------------------------------------------------------------------------------------------------------------
Sigrist Christian Wallisellen 50 172
- ----------------------------------------------------------------------------------------------------------------
Sigrist Christian Wallisellen 1000 151
- ----------------------------------------------------------------------------------------------------------------
Sigrist Christian Wallisellen 50 170
- ----------------------------------------------------------------------------------------------------------------
Sigrist Christian Wallisellen 50 173
- ----------------------------------------------------------------------------------------------------------------
Sigrist Christian Wallisellen 50 171
- ----------------------------------------------------------------------------------------------------------------
Spalinger Beatrice Wohlen 60 193
- ----------------------------------------------------------------------------------------------------------------
Stadelmann Ruth Zurich 20 74
- ----------------------------------------------------------------------------------------------------------------
Stahli Rene Winterthur 350 220
- ----------------------------------------------------------------------------------------------------------------
Stammbach Marc Wolfhausen 25 186
- ----------------------------------------------------------------------------------------------------------------
Staub Silvia Winterthur-Oberseen 25 53
- ----------------------------------------------------------------------------------------------------------------
Steiner Marcel Schwellbrunn 38 241
- ----------------------------------------------------------------------------------------------------------------
Stern Elisabeth Rieden 40 75
- ----------------------------------------------------------------------------------------------------------------
Stuckey Barbara Zurich 30 248
- ----------------------------------------------------------------------------------------------------------------
Stucki Walter Hunibach 200 152
- ----------------------------------------------------------------------------------------------------------------
Studer Sabine Wetzikon 77 60
- ----------------------------------------------------------------------------------------------------------------
Surbeck Werner Oberrieden 200 134
- ----------------------------------------------------------------------------------------------------------------
Surbeck Werner Oberrieden 100 185
- ----------------------------------------------------------------------------------------------------------------
SVHA Wettingen 100 245
- ----------------------------------------------------------------------------------------------------------------
Terra Healthy Living Ltd. Tortola 2334 272
- ----------------------------------------------------------------------------------------------------------------
Thumena Mucca Adliswil 40 253
- ----------------------------------------------------------------------------------------------------------------
Urner Kantonalbank Altdorf 6250
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 23
Memorandum of Agreement
May 19, 1999
Page 23
<TABLE>
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Urner Kantonalbank Altdorf 6250
- ----------------------------------------------------------------------------------------------------------------
Urner Kantonalbank Altdorf 6250
- ----------------------------------------------------------------------------------------------------------------
Van den Berg Waltraud Neftenbach 50 26
- ----------------------------------------------------------------------------------------------------------------
Vanoncini Philip Birchwil-Nurensdorf 100 168
- ----------------------------------------------------------------------------------------------------------------
Vetter Daniel Steffisburg 70 244
- ----------------------------------------------------------------------------------------------------------------
von Rotz Stephan Zurich 20 243
- ----------------------------------------------------------------------------------------------------------------
Vonlanthen Roger Bern 23 128
- ----------------------------------------------------------------------------------------------------------------
VTZ Kontokorrent Zurich 46 264
- ----------------------------------------------------------------------------------------------------------------
EXHIBIT 4 (CONTINUED) PAGE 4 OF 6
REGISTERED SHARES
- ----------------------------------------------------------------------------------------------------------------
Wachs Barton Rolling Hills CA 90274 62 40
- ----------------------------------------------------------------------------------------------------------------
Wachs-Frey Francesca Rolling Hills CA 90274 62 41
- ----------------------------------------------------------------------------------------------------------------
Walder Ernst Freienwil 80 111
- ----------------------------------------------------------------------------------------------------------------
Walti-Roth Marlis Seon 40 101
- ----------------------------------------------------------------------------------------------------------------
Walz Felix Zurich 200 274
- ----------------------------------------------------------------------------------------------------------------
Weber-Erb Elisabeth Zollikon 20 167
- ----------------------------------------------------------------------------------------------------------------
Weikart Adalbert Glattbrugg 200 116
- ----------------------------------------------------------------------------------------------------------------
Widmer Esther Wettingen 32 61
- ----------------------------------------------------------------------------------------------------------------
Wieser Alexandra Zurich 28 6
- ----------------------------------------------------------------------------------------------------------------
Wieser Alexandra Zurich 8 109
- ----------------------------------------------------------------------------------------------------------------
With Donat Langenthal 40 140
- ----------------------------------------------------------------------------------------------------------------
Wolfer Marianne Zurich 400 127
- ----------------------------------------------------------------------------------------------------------------
Ziegler Serge Zurich 20 70
- ----------------------------------------------------------------------------------------------------------------
Ziegler-Zurfluh Emil Fluelen 200 5
- ----------------------------------------------------------------------------------------------------------------
Zinniker Jannis Baden 78 98
- ----------------------------------------------------------------------------------------------------------------
Zurfluh Louis Seedorf 405 263
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
TOTAL INVESTOREN IN NAMENAKTIEN ( ohne Grunderaktionare ) 57132
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 24
Memorandum of Agreement
May 19, 1999
Page 24
EXHIBIT 4 (CONTINUED) PAGE 5 OF 6
BEARER SHARES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
FELCO HOLDING ZUG AG
- --------------------------------------------------------------------------------------------------------------------------------
VERSANDREGISTER DER INHABERAKTIEN
- --------------------------------------------------------------------------------------------------------------------------------
PER 23. APRIL 1999
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
NAME ORT ANZAHL ZERT. VERSAND BESTATIGT
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
Amstutz Thomas 8135 Langnau am Albis 300 5 1/24/95 2/3/95
- --------------------------------------------------------------------------------------------------------------------------------
Banca dello Stato del Cantone Ticino 6830 Chiasso 800 23 1/24/95 1/30/95
- --------------------------------------------------------------------------------------------------------------------------------
Banca dello Stato del Cantone Ticino 6830 Chiasso 1500 24 1/24/95 1/30/95
- --------------------------------------------------------------------------------------------------------------------------------
Bank J. Vontobel & Co., AG 8022 Zurch 575 51 7/4/95 7/20/95
- --------------------------------------------------------------------------------------------------------------------------------
Barra Cristina 8942 Oberrieden 20 6 1/24/95 1/31/95
- --------------------------------------------------------------------------------------------------------------------------------
Berger Thomas 8050 Zurich 55 67 11/16/95 11/28/95
- --------------------------------------------------------------------------------------------------------------------------------
Bernhard Ziegler & Sohne AG 6454 Fluelen 100 2 1/19/95 1/31/95
- --------------------------------------------------------------------------------------------------------------------------------
Berthier Yves 1226 Thonex 200 7 1/24/95 2/15/95
- --------------------------------------------------------------------------------------------------------------------------------
Brack Markus 6301 Zug 50 8 1/24/95 2/2/95
- --------------------------------------------------------------------------------------------------------------------------------
Braun Eugen D-8713 Uerikon 200 70 11/30/95 12/12/95
- --------------------------------------------------------------------------------------------------------------------------------
Brenner Martin 8713 Uerikon 300 74 1/17/96 1/17/96
- --------------------------------------------------------------------------------------------------------------------------------
Buzzi Bruno 1247 Anieres 100 12 1/24/95
- --------------------------------------------------------------------------------------------------------------------------------
Cerfeda Giovanni 8400 Winterthur 250 14 1/24/95 2/2/95
- --------------------------------------------------------------------------------------------------------------------------------
CRS Reinigungsdienst 8065 Zurich 400 83 6/11/96 6/18/96
- --------------------------------------------------------------------------------------------------------------------------------
Fas Jurg 3038 Kirchlindach 80 88 8/22/96 11/13/96
- --------------------------------------------------------------------------------------------------------------------------------
Felco Holding Zug AG 6301 Zug 14 111 12/16/98 12/17/98
- --------------------------------------------------------------------------------------------------------------------------------
Fent Giuseppe 8400 Winterthur 250 21 1/24/95 1/31/95
- --------------------------------------------------------------------------------------------------------------------------------
Frei Gabriela 6874 Castel San Pietro 100 104 5/15/97 6/30/97
- --------------------------------------------------------------------------------------------------------------------------------
Fritz Rainer 6922 Morcote 50 22 1/24/95 2/6/95
- --------------------------------------------------------------------------------------------------------------------------------
Fust Daniel 1275 Cheserex 100 59 8/7/95 8/21/95
- --------------------------------------------------------------------------------------------------------------------------------
Gingins Francois 1400 Yverdon 80 56 7/4/95 7/30/95
- --------------------------------------------------------------------------------------------------------------------------------
Hani Willi 2545 Selzach 40 55 7/4/95 7/20/95
- --------------------------------------------------------------------------------------------------------------------------------
Hirt Daniel 8180 Bulach 25 85 6/11/96 6/14/96
- --------------------------------------------------------------------------------------------------------------------------------
Hofmaier Martin 8492 Wila 100 86 6/11/96 6/18/96
- --------------------------------------------------------------------------------------------------------------------------------
Hottinger Ueli 8048 Zurich 40 90 8/22/96 10/23/96
- --------------------------------------------------------------------------------------------------------------------------------
Huber Rene 1209 Geneve 500 26 1/24/95 2/1/95
- --------------------------------------------------------------------------------------------------------------------------------
Kammermann Markus 1261 Chavannes-de-Bogis 20 27 1/24/95 2/6/94
- --------------------------------------------------------------------------------------------------------------------------------
Klooz Daniel 8400 Winterthur 40 97 2/27/97 3/1/97
- --------------------------------------------------------------------------------------------------------------------------------
Kunzel Siegmund 8600 Dubendorf 100 30 1/24/95 2/3/95
- --------------------------------------------------------------------------------------------------------------------------------
Lanz Ursula 8032 Zurich 50 72 12/15/95 1/15/96
- --------------------------------------------------------------------------------------------------------------------------------
Marchand Claudine 1012 Lausanne 150 75 1/18/96 1/23/96
- --------------------------------------------------------------------------------------------------------------------------------
Marthaler Daniel 8700 Kusnacht/ZH 93 32 1/24/95 1/30/95
- --------------------------------------------------------------------------------------------------------------------------------
Martin Veronica 1213 Petit-Lancy 100 64 10/2/95 10/9/95
- --------------------------------------------------------------------------------------------------------------------------------
Morerod Bruno 1865 Les Diablerets 40 34 1/24/95 2/2/95
- --------------------------------------------------------------------------------------------------------------------------------
Morerod Lucien 1865 Les Diablerets 20 33 1/24/95 1/31/95
- --------------------------------------------------------------------------------------------------------------------------------
Moser-Jaggi Muriel 3073 Gumligen 100 73 12/15/95 1/11/96
- --------------------------------------------------------------------------------------------------------------------------------
Moser-Jaggi Muriel 3073 Gumligen 100 62 9/6/95 9/19/95
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 25
Memorandum of Agreement
May 19, 1999
Page 25
<TABLE>
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Moser-Jaggi Muriel 3073 Gumligen 100 65 10/2/95 10/9/95
- --------------------------------------------------------------------------------------------------------------------------------
Nievergelt Georges 8800 Thalwil 41 35 1/24/95 1/27/95
- --------------------------------------------------------------------------------------------------------------------------------
EXHIBIT 4 (CONTINUED)
PAGE 6 OF 6
BEARER SHARES
- --------------------------------------------------------------------------------------------------------------------------------
Nussbaumer Mario 8834 Schindellegi 40 93 2/11/97 2/12/97
- --------------------------------------------------------------------------------------------------------------------------------
Nussbaumer-Dillier Monika 8834 Schindellegi 40 96 2/17/97 2/24/97
- --------------------------------------------------------------------------------------------------------------------------------
Oeko Casa Investment- + Beteiligungsgesellschaft 8023 Zurich 159 101 1/28/98
- --------------------------------------------------------------------------------------------------------------------------------
Pensionskasse SBGRL 8803 Ruschlikon 200 4 1/24/95 2/9/95
- --------------------------------------------------------------------------------------------------------------------------------
Peterhans Hans 1233 Bernex 80 36 1/24/95 1/30/95
- --------------------------------------------------------------------------------------------------------------------------------
Rahn & Bodmer 8001 Zurich 1870 113 1/27/99 2/3/99
- --------------------------------------------------------------------------------------------------------------------------------
Renz Thomas 1226 Thonex 40 84 5/30/96 7/11/96
- --------------------------------------------------------------------------------------------------------------------------------
Roulet Silvie 8810 Horgen 39 61 9/6/95 9/20/95
- --------------------------------------------------------------------------------------------------------------------------------
Schuler Benno 8807 Freienbach 30 92 9/18/96 10/23/96
- --------------------------------------------------------------------------------------------------------------------------------
Schuler Benno 8807 Freienbach 20 95 2/17/97 4/23/97
- --------------------------------------------------------------------------------------------------------------------------------
Schuler Luzia 8038 Zurich 20 94 2/11/97 2/11/97
- --------------------------------------------------------------------------------------------------------------------------------
Schuler Marlis 8807 Freienbach 30 91 9/18/96 10/2/96
- --------------------------------------------------------------------------------------------------------------------------------
Schwegler Daniel 6130 Willisau 40 103 4/17/97 5/15/97
- --------------------------------------------------------------------------------------------------------------------------------
Schweizer Christian 1196 Gland 300 37 1/24/95 2/7/95
- --------------------------------------------------------------------------------------------------------------------------------
Schweizerische Bankgesellschaft 8021 Zurich 700 79 2/6/96 2/15/96
- --------------------------------------------------------------------------------------------------------------------------------
Schweizerische Bankgesellschaft 8021 Zurich 200 77 2/5/96 2/15/96
- --------------------------------------------------------------------------------------------------------------------------------
Sigrist Christian F. 8304 Wallisellen 560 38 1/24/95
- --------------------------------------------------------------------------------------------------------------------------------
Trinkhaus & Burkhardt (International) S.A. L-2015 Luxembourg 192 25 1/24/95 2/1/95
- --------------------------------------------------------------------------------------------------------------------------------
Trinkhaus & Burkhardt (International) S.A. L-2015 Luxembourg 192 3 1/24/95 2/1/95
- --------------------------------------------------------------------------------------------------------------------------------
VTZ Versicherungs Treuhand AG 8023 Zurich 93 110 10/28/98
- --------------------------------------------------------------------------------------------------------------------------------
Welter-Stalder Liselotte 6460 Altdorf 40 89 7/10/97 8/29/97
- --------------------------------------------------------------------------------------------------------------------------------
Wiedmer-Wenk Eva 8616 Riedikon 20 98 2/17/97 2/25/97
- --------------------------------------------------------------------------------------------------------------------------------
Wittwer Arthur 8408 Winterthur 40 40 1/24/95 1/30/95
- --------------------------------------------------------------------------------------------------------------------------------
Wyss Gisela 1279 Chavannes-de-Bogis 40 48 4/18/95 5/1/95
- --------------------------------------------------------------------------------------------------------------------------------
Wyss Michael 8712 Stafa 32 66 11/16/95 11/28/95
- --------------------------------------------------------------------------------------------------------------------------------
Zeltner Raymond 8246 Langwiesen 500 41 1/24/95 1/31/95
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL AKTIEN 12700
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 26
Memorandum of Agreement
May 19, 1999
Page 26
EXHIBIT 5 TO MEMORANDUM OF AGREEMENT
Definitive Agreements to be concluded at Closing
- - Stock Purchase Agreement with Founders (under Swiss law (except as to
corporate matters provided for under the laws of ASP's state of
incorporation) and the Arbitral Tribunal appointed according to the
rules of the Zurich Chamber of Commerce Arbitration rules having
exclusive jurisdiction)
- - Stock Purchase Agreement with VTZ clients (under Swiss law (except as
to corporate matters provided for under the laws of ASP's state of
incorporation) and the Arbitral Tribunal appointed according to the
rules of the Zurich Chamber of Commerce Arbitration rules having
exclusive jurisdiction)
- - Shareholders Agreement (under Swiss law (except as to corporate matters
provided for under the laws of ASP's state of incorporation) and the
Arbitral Tribunal appointed according to the rules of the Zurich
Chamber of Commerce Arbitration rules having exclusive jurisdiction)
- - Loan to Founders
- - License Agreement (under Swiss law and the Arbitral Tribunal
appointed according to the rules of the Zurich Chamber of Commerce
Arbitration rules having exclusive jurisdiction)
<PAGE> 27
Memorandum of Agreement
May 19, 1999
Page 27
EXHIBIT 6 TO MEMORANDUM OF AGREEMENT
PAGE 1 OF 4
DOCUMENT CONTENTS
VOLUME 1
1. STRUCTURE
- - 1.1 Felco Holding Zug AG (shareholder & company structure chart)
- - Share register of nominative shares
- - Mailing addresses for bearer shares
- - Trading registration form (Zug)
2. BUSINESS
- - Fehlmann: One Hundred Years of Experience in Construction
(details of enterprises, Fehlmann family, company)
- - Marketing Concept: Felco Lightweight Concrete
(market volume/potential, competition, mission statement, marketing
goals, strategy, technical product advantages, target markets, pricing,
patent situation)
- - Product table (details of advantages, market status, development)
- - Company information & publicity material 1997 & 1998
- - Brochure: FELCO - Building materials make building easy 1994
- - Brochure: FELCO - Placement of Shares & Convertible Bonds 1994
- - Design brochure: Doppelschalen - System
- - SEE VOLUME 1.1 (brochure entitled FELCO - Building materials make building
easy)
3. ACCOUNTS & TAX POSITION
- - Interim balance sheet estimate: 31st October 1998
- - Interim balance sheet estimate: 30th September 1998
- - Balance sheets: 1999, 1998, 1997
- - Financial Statements: 1997, 1996, 1995, 1994
- - Kontoblatter: Intangible Assets 1992 - 98
- - 3.3 Business plan (sales & revenues predictions): 1999 - 2001
- - Cash flow details: 1999
- - Budget: 1999
- - Budget: 2000
4. CONSTITUTION
- - Articles of Association:
Streichung der Statutenbestimmungen uber die genehmigte Kapitalerhohung
der Felco Holding Zug AG
- - Statuten der Gesellschaft
<PAGE> 28
Memorandum of Agreement
May 19, 1999
Page 28
EXHIBIT
PAGE 2 OF 4
5. FINANCE
- - Summary of loan agreements
- - Copies of loan agreements for:
Ciments Vigier SA
Gallus Gerig-Arnold
Christian F Sigrist
- - Loan commitments
- - 5.2 not applicable
- - 5.4 List of unpaid creditors 1996, 1997, 1998, 1999
- - 5.5 Finance leasing agreements & commitments
- - Convertible loan contract & certificate
- - Leasing Agreement: LOANCAR AG
- - Summary of loans & honorary fees
6. PROPERTY
- - 6.1 Rent agreement, Zug
<PAGE> 29
Memorandum of Agreement
May 19, 1999
Page 29
EXHIBIT 6
PAGE 3 OF 4
VOLUME 2
7. INTELLECTUAL PROPERTY
- - Copies:
US Patents 1999, 1997
European pending patent 1997
Swiss Trademark registration 1994
Danish Trademark registration 1994
German Trademark registration 1994
Swedish Trademark registration 1996
British & Northern Ireland Trademark registration 1995
Chinese Trademark registration
Organisation mondiale de la propriete intellectuelle: registration
certificate
- - 7.4 Licence agreement for Felco design, patent, product
- - Copies of licence agreements with:
Ernst Schutz Kies und Beton AG
A&J GmbH
Frischbeton AG
Zementwaren Otto Kalbermatten AG
Arnold Dudler & Co
BETON-MAYER AG
A Foser AG
BE-FIX AG
IsoComp AG
Hans Santer
Alfred Helfer
- - 7.7 Sales contract between Felco Holding Zug AG & Fehlmann Ingenieur AG
- - SEE VOLUME 2.1 (brochure entitled Test)
- - Proprietary Information Disclosure Agreement between Joseph Anderson,
Strathclyde Technologies, Inc. & Felco
<PAGE> 30
Memorandum of Agreement
May 19, 1999
Page 30
EXHIBIT 6
PAGE 4 OF 4
VOLUME 3
8. FIXED ASSETS
- - 8.1 Fixed Assets 1999
- - 8.2 Insurance policy details
9. TRADING MATTERS
- - Terms & conditions for sale
- - List of large FELCO projects in preparation
- - 9.4 SEE VOLUME 3.1 (brochure entitled Liberian Housing Development Project
LHDP by FELCO TECHNOLOGY)
- - Copy of offer & estimate to BATIGROUP GU SA, Bern for Arteplages EXPO 01
- - Design brochure:
EXPO 01 Arteplages: Floating Platforms with FELCO - Living Units
- - Copy of order confirmation letter to Spurgin & Leonhart
- - Letter of Intent: Beijing New Building Materials CO. (Group) LTD.
- - Delivery & Financing Contract for 300 buses with diesel motors:
Felco & Cote d'Ivoire (unsigned)
- - Non-Official translation of above contract
- - Copy of contract for ,,Projet Excalibur" (unsigned)
- - Financing contract between Felco & Sotra Abidjan, Cote d'Ivoire (partwise
signed)
10. EMPLOYEES
- - 10.1 List of categories of employees
- - 10.4 List of employees under contract
- - 10.8 Copy of letter and agreement from Swiss Life regarding pension fund
- - 10.9 Copies of registration forms for members of collective insurance
policy
11. LITIGATION
- - Details of claims and threats which may result in dispute procedures
