U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
VEDA CORPORATION
----------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-4737510
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
14724 VENTURA BLVD., FLOOR 2, SHERMAN OAKS, CA 91403
----------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(818) 971-5184
--------------
Registrant's Telephone Number, Including Area Code:
Securities to be Registered Pursuant to
Section 12(b) of the Act:
NONE
Securities to be Registered Pursuant to
Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
-----------------------------
(Title of Class)
<PAGE>
VEDA CORPORATION
FORM 10-SB
TABLE OF CONTENTS
PART I
. Page
ITEM 1. Business......................................................1
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ........................2
ITEM 3. Properties....................................................3
ITEM 4. Security Ownership of Certain Beneficial
Owners and Management.......................................3
ITEM 5. Directors and Executive Officers..............................4
ITEM 6. Executive Compensation........................................6
ITEM 7. Certain Relationships and Related Transactions ...............6
ITEM 8. Description of Securities.....................................6
PART II
ITEM 1. Market Price of and Dividends On the Registrant's
Common Equity and Related Stockholder Matters................7
ITEM 2. Legal Proceedings.............................................8
ITEM 3. Changes in and Disagreements With
Accountants.................................................8
ITEM 4. Recent Sales of Unregistered Securities.......................8
ITEM 5. Indemnification of Directors and Officers......................9
PART F/S
Financial Statements.................................................F/S
PART III
ITEM 1. Index to Exhibits and Description of Exhibits................10
Signature Page........................................................11
i
<PAGE>
PART I
ITEM 1. BUSINESS
Veda Corporation ("VEDA" or the "Company") was incorporated September 15,
1998 under the laws of the state of Delaware. The Company plans to develop
internet-based telecommunications systems as described below.
Effective communication management may be the single most important element
for success in business today. Advances in technology have increased
productivity, improved performance and enhanced communications by enabling
people to send and receive messages quickly and effectively, when and how they
want. As a result, we are also faced with the daily challenge of utilizing voice
mail, e-mail, fax and pager messages as tools to assist in the efficient
performance of business responsibilities, as opposed to interruptions that
effectively extend the time required to get work done. In our personal lives as
well, the efficiency of our communication capabilities is vital to fulfilling
our routine obligations in order to allow the time and ability to enjoy elective
activities.
Mission
- -------
The mission of VEDA Corporation ("VEDA" or the "Company") is to dissolve
the technological barriers that impede the optimum efficiency and performance of
communications capabilities. The Company intends to develop an Electronic
Messaging System, ("EMS"). EMS enables effective and efficient communication
among e-mail, fax, pager and voice mediums, via the Internet. This system is
linked to the EMS billing system, which is a highly flexible accounting system
designed around the Oracle database and which is capable of handling pre-paid
monthly billing, pre-paid transaction-based billing, and the traditional
post-paid monthly billing systems. EMS uniquely incorporates the most reliable
and scalable Oracle database foundation with the Sun Java programming language
to provide a system that is applicable to all Internet users, and works on any
type of client (user's) computer, with all existing types of computer operating
software.
Internet Users
- --------------
The Internet is currently estimated to have a worldwide user population of
approximately 80 million. At the current rate of growth, the number of Internet
users is projected to increase to between 140 million and 170 million by the
year 2000. This growth will be further accelerated by the availability of
low-cost Internet access via "thin clients," such as very simple personal
computers, and black box television Internet converters. The anticipated surge
in demand for these black box converters led to the $425 million purchase of Web
TV by Microsoft in April 1997. At least 1% of the world telecommunications
revenues are switching from traditional telecommunications companies to Internet
telecommunications every year. This equates to more than $7 billion per year
moving into the Internet telecommunications industry.
1
<PAGE>
The EMS system can be inexpensively subscribed to by individual Internet
users on a monthly or annual fee basis that is structured to allow flexibility
in the type of expected use. One of the capabilities the EMS system provides is
a low-cost service that enables a user to initiate an e-mail message via the
Internet and send it to one or more recipients in the form of e-mail, fax, voice
mail or page. The user can also send that e-mail message in any combination of
two, three or all four forms, at the same time. This feature could be used to
assure the recipient gets the message, or to send copies to other recipients at
the same time, even if they have different message-receiving capabilities.
For large corporations and government agencies that require the use of
internal computer networks (intranets), EMS is available in the form of the EMS
Exchange, a combined hardware and software package that is readily integrated
into the user's intranet.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis below should be read in conjunction
with the financial statements, including the notes thereto, appearing elsewhere
in this Registration Statement.
The Company was formed on September 15, 1998 and is in the development
stage. To date, the Company has not conducted any business operations or had any
sales revenue. To accomplish its business objectives, the Company intends to
locate and enter into strategic business combinations in the internet
telecommunications industry.
Liquidity and Capital Resources
- -------------------------------
The Company currently believes that it has adequate cash resources to fund
current operations. There can be no assurance, however, that the Company's
actual capital needs will not exceed anticipated levels, or that the Company
will generate sufficient revenues to fund its operations in the absence of other
sources.
The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
stockholder's equity other than the receipt of proceeds in the amount of $1,000
from the offer and sale of its Common Stock. Substantially all of such funds
have been used to pay expenses incurred by the Company.
Since its organization, VEDA has satisfied its cash requirements through
sales of Common Stock and cash advances from its principal stockholders.
Results of Operations
- ---------------------
During the period from September 15, 1998 (inception) through August 31,
1999, the Company has engaged in no significant operations other than
organization activities, acquisition of capital and preparation for registration
of its securities under the Securities Exchange Act of 1934, as amended (the
"'34 Act"). No revenues were received by the Company during this period. For the
period from September 15, 1998 (inception) through August 31, 1999, the Company
has a positive cash balance of $35, and has generated a net loss of ($1,089).
2
<PAGE>
Need for Additional Financing
- -----------------------------
The Company intends to seek to carry out its plan of business as discussed
herein. In order to do so, it will require additional capital to pay ongoing
expenses, including legal and accounting fees incurred in conjunction with
preparation and filing of this registration statement on Form 10-SB, and in
conjunction with future compliance with its on-going reporting obligations.
ITEM 3. PROPERTIES
The Company's executive and administrative offices are located at 14724
Ventura Boulevard, Floor 2, Sherman Oaks, California 91403. The Company pays no
rent for use of the office and does not believe it will require any additional
office space in the foreseeable future.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of the date hereof by (i) each person
known by the Company to be the beneficial owner of more than five percent of its
Common Stock; (ii) each director; (iii) each executive officer listed in the
Summary Compensation Table in Item 6 of this Form 10; and (iv) all directors and
executive officers as a group. Unless otherwise indicted, each of the following
stockholders has sole voting and investment power with respect to the shares
beneficially owned, except to the extent that such authority is shared by
spouses under applicable law.
Amount of Percentage of
Name and Address of Beneficial Outstanding
Beneficial Owner Ownership Shares
- --------------- ---------- -------------
Appletree Investment Co., Ltd.(1) 914,700 88.9%
C/o Anglo Irish Trust (I.O.M.)
69 Athol Street
Douglas, Isle of Man 1M1 1JE
PageOne Business Productions, LLC.(2) 114,700 11.1%
860 Via de la Paz, Ste E-1
Pacific Palisades, CA 90472
George A. Todt (3) 114,700 11.1%
James Walters(4) 114,700 11.1%
Larry Todt 0 *
Julie Heinsohn 0 *
All executive officers and directors as a 114,700 11.1%
group (4 persons)
* Less than one percent
3
<PAGE>
- -----------------------
(1) Appletree Investment Company, Ltd., is a European investment group
domiciled on the Isle of Man, 69 Athol Street, Douglas, Isle of Man, 1M1
1JE. Appletree Investment Company, Ltd. is owned by an Isle of Man trust.
(2) PageOne Business Productions, LLC is a Delaware limited liability company
located in Los Angeles, California.
(3) George A. Todt is the Chairman of the Company and a managing member of
PageOne Business Productions, LLC, 860 Via de la Paz, Suite E-1, Pacific
Palisades, CA 90272 and has shared voting power and dispositive power over
such shares.
(4) James Walters is President of the Company and a managing member of PageOne
Business Productions, LLC, and has shared voting power and dispositive
power over such shares.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
The names of the directors and executive officers of the Company, as well
as their respective ages and positions with the Company, are as follows:
Name Age Position
---- --- --------
George A. Todt (1) 46 Chairman of the Board of Directors
James F. Walters 45 President
Larry Todt (1) 45 Vice President
Julie Heinsohn 24 Secretary
(1) George Todt and Larry Todt are cousins.
George Todt has been Chairman of the Company since its inception. George
Todt has been Managing Member of PageOne Business Productions, LLC since its
formation in March 1996. PageOne is an internet based financial and consulting
form specializing in high-tech start-up and emerging growth companies. Mr.
Todt's experience over the past 15 years includes working with 10 start-up
companies, raising venture capital, and arranging strategic partnerships and
initial public offerings. He has researched, developed and implemented marketing
and sales training programs in several industries. Mr. Todt also gained
extensive experience in management in various companies. He was Chief Executive
Officer of Todt Companies, Cape Girardeau, Missouri, from 1987 to 1990. During
this time, his company grew from 29 to 130 employees, and annual sales grew from
$2 million to $8 million. Mr. Todt also has been an international consultant in
the areas of technology exchanges and rights.
4
<PAGE>
James Walters has been President of the Company since December, 1999. Mr.
Walters is President of Kellogg & Andelson, Los Angeles' largest local privately
owned accounting firm. Mr. Walters began his business career in 1976 as an
accountant at Kellogg & Andelson. In 1980 he was elected partner and was
promoted to Managing Partner in 1984. In 1995 Mr. Walters was elected Chairman
of the Board and is currently responsible for the overall management of the 100
person firm. In addition to managing Kellogg & Andelson, he has assisted the
firm's clients with the preparation for their Initial Public Offerings, as well
as with their acquisition and consolidation strategies. He has extensive
experience in the planning, design, installation and review of financial
management information systems. In addition, Mr. Walters has consulted with many
middle-sized companies in several different industries. Mr. Walters has founded,
owned and managed companies in Commercial Photography, Corporate Events, Auto
Repair and Concrete Molding industries.
Larry Todt has been Vice President of the Company since December, 1999.
Larry Todt has held the position of Vice President of Business Development for
ISPI, Inc., a privately held internet company, from January, 1997 to the
present. Previously, Mr. Todt owned and operated a construction company in the
Midwest from 1975 to December 1996. During that time Mr. Todt was involved in
multi-million dollar projects and managed the activities of more than two
hundred personnel.
Julie Heinsohn joined Veda as Secretary in December 1999. She has been
employed by PageOne Business Productions, LLC where she has served as Executive
Assistant since 1998. From 1992 to 1997, Ms. Heinsohn served as Assistant
Merchandise Manager at Paramount Parks in Charlotte, Noth Carolina. Ms. Heinsohn
holds a Bachelor of Arts Degree in Media Arts from the University of South
Carolina.
Conflicts of Interest
- ---------------------
None of the officers of the Company will devote more than a portion of
his/her time to the affairs of the Company. There will be occasions when the
time requirements of the Company's business conflict with the demands of the
officers' other business and investment activities. Such conflicts may require
that the Company attempt to employ additional personnel. There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.
Directors of the Company are elected annually by the stockholders of the
Company to serve for a term of one year or until their successors are duly
elected and qualified. Officers serve at the pleasure of the Board of Directors
subject to any rights under employment agreements. All directors will receive
reimbursement of reasonable out-of-pocket expenses incurred in connection with
meetings of the Board. No other compensation is, or will be, paid to directors
for services rendered as directors. From the Company's inception to the date of
this filing, there have been no meetings of the Company's Board of Directors.
Other actions of the Company's Board of Directors were taken pursuant to
unanimous written consents. Except as noted, there are no family relationships
between any directors or officers of the Company.
5
<PAGE>
ITEM 6. EXECUTIVE COMPENSATION
Consistent with the Company's present policy, no director or executive
officer of VEDA receives compensation for services rendered to the Company.
However, these persons are entitled to be reimbursed for expenses incurred by
them in pursuit of our business objectives.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE
The Company does not have any officer or director stock option plan.
The Company intends to incorporate one after a public offering. The Company does
not have an employee stock option plan. (ESOP). The Company intends to
incorporate one after a public offering.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long Term Compensation
---------------------------------------------- ------------------------------------------------
(a) (b) (c) (d) (e) (f) g) (h) (i)
Other Restricted
Annual Stock Options LTIP All Other
Position Year Salary ($) Bonuses($) Compensation Awards SARs Payouts ($) Compensation
- -------- ---- ---------- ---------- ------------ ---------- ------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
None
</TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
There were no option/SAR Grants in the last fiscal year.
COMPENSATION OF DIRECTORS
The Company's directors serve without compensation.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In April, 1999 VEDA issued 100,000 shares to PageOne Business Productions,
LLC, of which George Todt and James Walters are managing members.
ITEM 8. DESCRIPTION OF SECURITIES
VEDA's Restated Certificate of Incorporation provides for an authorized
capital stock of 100,000,000 shares of Common Stock, $.001 par value (the
"Common Stock"), and 8,000,000 shares of Preferred Stock, $.001 par value (the
"Preferred Stock"). As of August 31, 1999, the Company had 1,029,000 shares of
Common Stock issued and outstanding. At such date, there were no shares of
Preferred Stock issued and outstanding.
6
<PAGE>
Common Stock
- ------------
Each share of Common Stock entitles the holder thereof to one vote for each
share on all matters submitted to the stockholders. The Common Stock is not
subject to redemption or to liability for further calls. Holders of Common Stock
will be entitled to receive such dividends as may be declared by the Board of
Directors of the Company out of funds legally available therefor and to share
pro rata in any distribution to stockholders. The stockholders have no
conversion, preemptive or other subscription rights. Shares of authorized and
unissued Common Stock are issuable by the Board of Directors without any further
stockholder approval.
Preferred Stock
- ---------------
The Board of Directors is authorized, without further action by the
stockholders, to issue from time to time shares of Preferred Stock in one or
more classes or series and to fix the designations, voting rights, liquidation
preferences, dividend rights, conversion rights, rights and terms of redemption
(including sinking fund provisions) and certain other rights and preferences of
the Preferred Stock. The issuance of shares of Preferred Stock under certain
circumstances could adversely affect the voting power of the holders of Common
Stock and may have the effect of delaying, deferring or preventing a change in
control of the Company. As of the date of this Prospectus, the Company has no
plan or arrangement for the issuance of any shares of Preferred Stock.
Transfer Agent
- --------------
The Company has appointed American Securities Transfer and Trust as the
transfer agent and registrar of the Common Stock.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Company's Common Stock is not presently traded on an established public
trading market. Following the filing on this Form 10, the Company anticipates
that it will submit its Common Stock for listing on the OTC Electronic Bulletin
Board.
The approximate number of record holders of the Company's Common Stock as
of August 31, 1999 is 2, inclusive of those brokerage firms and/or clearing
houses holding the Company's common shares for their clientele (with each such
brokerage house and/or clearing house being considered as one holder). The
aggregate number of shares of Common Stock outstanding as of August 31, 1999 was
1,029,400.
7
<PAGE>
The Company has not declared or paid any cash dividends on its Common Stock
and does not intend to declare any dividends in the foreseeable future. The
payment of dividends, if any, is within the discretion of the Board of Directors
and will depend on the Company's earnings, if any, its capital requirements and
financial condition, and such other factors as the Board of Directors may
consider. In addition, if the Company is able to negotiate new credit
facilities, such facilities may include restrictions on the Company's ability to
pay dividends.
ITEM 2. LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party or
to which any of the Company's assets or properties are subject.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Weinberg & Company, P.A., Certified Public Accountants ("Weinberg"), has
served as the Company's principal accountant since inception. There were no
accounting or auditing disagreements between the Company and Weinberg.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
(a) In September 1998, the Company issued unregistered securities to the
initial shareholders of the Company in consideration of services provided to the
Company, resulting in the issuance and delivery of 14,700 shares of the
Company's Common Stock to each of PageOne Business Productions, LLC, and
Appletree Investment Company, Ltd., a European investment group domiciled in the
Isle of Man and owned by an Isle of Man trust. Such securities were issued at
$.001 par value pursuant to the exemptions from registration provided under the
Delaware General Corporation Law and the exemption provided by Section 4(2) of
the Securities Act of 1933, as amended, for issuances of securities not
involving any public offering.
(b) In April 1999, the Company issued securities to the initial
shareholders of the Company resulting in the issuance and delivery of 100,000
shares and 900,000 shares of the Company's Common Stock to PageOne Business
Productions, LLC, and Appletree Investment Company, Ltd., respectively. Such
securities were issued for aggregate consideration totaling $1,000 pursuant to
the exemptions from registration provided under the Delaware General Corporation
Law and the exemption provided by Section 4(2) of the Securities Act of 1933, as
amended, for issuances of securities not involving any public offering.
The following table sets forth the names of the recipients and amounts
received in connection with said transactions:
Number of Shares of
Name of Stockholder Common Stock Acquired
------------------- ---------------------
PageOne Business 114,700
Productions, LLC
Appletree Investment 914,700
Company, Ltd.
8
<PAGE>
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
VEDA's Restated Certificate of Incorporation limits the liability of its
directors to VEDA or VEDA's stockholders for monetary damages arising from a
breach of fiduciary duty owned to VEDA or IP Factory's stockholders to the
fullest extent permitted by the Delaware General Corporation Law.
VEDA's Restated Certificate of Incorporation and its Bylaws provide for the
indemnification by VEDA of each person (including the heirs, executors,
administrators, or estate of such person) who is or was a director or officer of
VEDA to the fullest extent permitted or authorized by law, including attorneys'
fees. Section 145 of the Delaware General Corporation Law provides in relevant
part that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person's conduct was unlawful.
In addition, Section 145 provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper. Delaware law further provides that nothing
in the above-described provisions shall be deemed exclusive of any other rights
to indemnification or advancement of expenses to which any person may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of IP Factory
pursuant to the above statutory provisions or otherwise, VEDA has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
9
<PAGE>
PART F/S FINANCIAL STATEMENTS
Veda Corporation's balance sheet as of August 31, 1999 and the related
statements of operations, changes in stockholders' equity and cash flows for the
period from September 15, 1998 (inception) to August 31, 1999 have been examined
to the extent indicated in their reports by Weinberg & Company, independent
certified accountants, and have been prepared in accordance with generally
accepted accounting principles and pursuant to Regulation S-B as promulgated by
the Securities and Exchange Commission and are included herein, on the following
pages, in response to Part F/S of this Form 10-SB.
F/S
<PAGE>
VEDA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF AUGUST 31, 1999
CONTENTS
-------------------------------------------------------------------
PAGE 1 - INDEPENDENT AUDITORS' REPORT
PAGE 2 - BALANCE SHEET AS OF AUGUST 31, 1999
PAGE 3 - STATEMENT OF OPERATIONS FOR THE
PERIOD FROM SEPTEMBER 15, 1998
(INCEPTION) TO AUGUST 31, 1999
PAGE 4 - STATEMENT OF CHANGES IN STOCKHOLDERS'
DEFICIENCY FOR THE PERIOD FROM SEPTEMBER 15,1998,
(INCEPTION) TO AUGUST 31, 1999
PAGE 5 - STATEMENT OF CASH FLOWS FOR THE PERIOD
FROM SEPTEMBER 15, 1998 (INCEPTION) TO
AUGUST 31, 1999
PAGES 6 - 7 - NOTES TO FINANCIAL STATEMENTS AS OF AUGUST
31, 1999
F/S
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of:
Veda Corporation
(A Development Stage Company)
We have audited the accompanying balance sheet of Veda Corporation (a
development stage company) as of August 31, 1999 and the related statements of
operations, changes in stockholders' deficiency and cash flows for the period
from September 15, 1998 (inception) to August 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Veda Corporation (a development
stage company) as of August 31, 1999, and the results of its operations and its
cash flows for the period from September 15, 1998 (inception) to August 31,
1999, in conformity with generally accepted accounting principles.
WEINBERG & COMPANY, P.A.
Boca Raton, Florida
November 23, 1999
F/S - 1
<PAGE>
VEDA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF AUGUST 31, 1999
ASSETS
Cash $ 35
----------
TOTAL ASSETS $ 35
------------ ==========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES
Loan payable - related party $ 95
----------
Total liabilities 95
----------
STOCKHOLDERS' DEFICIENCY
Preferred Stock, $.001 par value, 8,000,000
shares authorized, zero issued and outstanding -
Common Stock, $.001 par value, 100,000,000
shares authorized, 1,029,400 issued and
outstanding 1,029
Accumulated deficit during development stage (1,089)
----------
Total Stockholders' Deficiency (60)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 35
---------------------------------------------- ==========
See accompanying notes to financial statements.
F/S - 2
<PAGE>
VEDA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM SEPTEMBER 15, 1998
(INCEPTION) TO AUGUST 31, 1999
Income $ -
--------------
Expenses
Accounting fees 500
Bank service charge 60
Consulting fees 29
Legal fees 500
--------------
NET LOSS $ (1,089)
-------- ==============
See accompanying notes to financial statements.
F/S - 3
<PAGE>
VEDA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
FOR THE PERIOD FROM SEPTEMBER 15, 1998
(INCEPTION) TO AUGUST 31, 1999
Deficit
Accumulated
Common During Devel-
Stock opment Stage Total
-------- ------------ ---------
Common stock issuance $ 1,029 $ - $ 1,029
Net loss for the
period ended August
31, 1999 - (1,089) (1,089)
-------- ---------- ---------
BALANCE AT AUGUST
- -----------------
31, 1999 $ 1,029 $ ( 1,089) $ (60)
- --------- ======== ========== =========
See accompanying notes to financial statements.
F/S - 4
<PAGE>
VEDA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM SEPTEMBER 15, 1998
(INCEPTION) TO AUGUST 31, 1999
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (1,089)
Adjustments to
reconcile net loss
to net cash used
by operating activities:
Consulting services performed for
issuance of stock 29
----------
Net cash used in
operating activities (1,060)
----------
CASH FLOWS FROM INVESTING
ACTIVITIES -
----------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Loan payable - related party 95
Proceeds from issuance
of common stock 1,000
----------
Net cash provided by
financing activities 1,095
----------
INCREASE IN CASH AND
CASH EQUIVALENTS 35
----------
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD -
----------
CASH AND CASH EQUIVALENTS-
END OF PERIOD $ 35
------------- ==========
See accompanying notes to financial statements
F/S - 5
<PAGE>
VEDA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF AUGUST 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Organization and Business Operations
Veda Corporation (a development stage company) ("the Company") was
incorporated in Delaware on September 15, 1998 to serve as a vehicle to
effect a merger, exchange of capital stock, asset acquisition or other
business combination with a domestic or foreign private business. At
August 31, 1999, the Company had not yet commenced any formal business
operations, and all activity to date relates to the Company's formation
and proposed fund raising.
The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business and raise the capital
it will require through the issuance of equity securities, debt
securities, bank borrowings or a combination thereof.
(B) Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates.
(C) Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents.
(D) Income Taxes
The Company accounts for income taxes under the Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("Statement 109"). Under Statement 109,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered
or settled. Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date. There were no current or
deferred income tax expense or benefits due to the Company not having
any material operations for the period ending August 31, 1999.
F/S - 6
<PAGE>
VEDA CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF AUGUST 31, 1999
NOTE 2 - STOCKHOLDERS' DEFICIENCY
The Company was originally authorized to issue 100,000 shares of
preferred stock at $.01 par value, with such designations, preferences,
limitations and relative rights as may be determined from time to time
by the Board of directors. It was also originally authorized to issue
10,000,000 shares of common stock at $.001 par value.
The Company issued 914,700 and 114,700 common shares to Appletree
Investment Company, Ltd. and PageOne Business Productions, LLC,
respectively. No preferred shares have been issued as of August 31,
1999.
Management filed a restated certificate of incorporation with the State
of Delaware in June of 1999 which increased the number of authorized
common shares to 100,000,000, increased the number of authorized
preferred shares to 8,000,000 and decreased the par value of the
preferred shares to $.001 per share.
The financial statements at August 31, 1999 give effect to common and
preferred stock amounts and par values enumerated in the restated
certificate of incorporation.
NOTE 3 - LOAN PAYABLE - RELATED PARTY
The loan payable - related party is a non-interest bearing loan payable
to PageOne Business Productions, LLC arising from funds advanced to the
Company.
F/S - 7
<PAGE>
a
PART III
ITEM 1. INDEX TO EXHIBITS
Exhibit
Number Description Page
- -------- ----------- ----
3.1 Certificate of Incorporation...........................a
3.2 Restated Certificate of Incorporation..................b
3.3 Bylaws.................................................k
23.1 Consent of Weinberg & Company, P.A.,
Independent Certified Public Accountants..............s
27 Financial Data Schedule
10
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
VEDA CORPORATION,
/s/ James Walters
Date: December 20, 1999 By: ___________________
James Walters, President
11
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
VEDA CORPORATION
FIRST: The name of this corporation is:
VEDA Corporation
SECOND: The name and address of the Corporation's Registered Agent is:
Corporate Creations Enterprises, Inc.
686 North Dupont Boulevard #302
Milford DE 19963
Kent County
THIRD: The purpose of the Corporation is to conduct or promote any lawful
business or purposes.
FOURTH: The Corporation shall have the authority to issue 10,000,000 shares of
common stock, par value $.01 per share. In addition, the Corporation shall have
the authority to issue 100,000 shares of preferred stock, par value $.01 per
share, which may be divided into series and with the preferences, limitations
and relative rights determined by the Board of Directors. The holders of common
stock shall have the preemptive right to subscribe to any or all additional
issues of common stock of the Corporation, or to any or all securities of the
Corporation convertible into such stock.
FIFTH: The directors shall be protected from personal liability to the fullest
extent permitted by law.
SIXTH: The name and address of the incorporator is:
Corporate Creations International Inc.
941 Fourth Street #200
Miami Beach, FL 33139
SEVENTH: This Certificate of Incorporation shall become effective on the date
shown below.
/s/ Greg K. Kuroda
- ------------------------
CORPORATE CREATIONS INTERNATIONAL INC.
Greg K. Kuroda, Vice President
Date: September 15, 1998
a
EXHIBIT 3.2
RESTATED CERTIFICATE OF INCORPORATION
OF
VEDA CORPORATION
UNDER SECTIONS 242 & 245
OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
We, George Todt, President, and Mary Elizabeth Rowbottom, Secretary, of
VEDA CORPORATION, do hereby certify under the seal of said corporation as
follows:
1. That the name of the corporation is VEDA CORPORATION
2. That the Certificate of Incorporation of the corporation was filed by
the Secretary of State of the State of Delaware in Dover, Delaware, on the 15th
day of September, 1998.
3. That the amendment to the Certificate of Incorporation effected by
this Certificate, among others, is as follows:
To amend Article FOURTH thereof by increasing the number of authorized
shares of capital stock of the corporation and creating preferred stock.
4. That the amendment and the restatement of the Certificate of
Incorporation have been duly adopted in accordance with the requirements of
Sections 242 and 245 of the General Corporation Law of the State of Delaware.
5. That the text of the Certificate of Incorporation of said VEDA
CORPORATION, is hereby amended and restated by this Certificate, to read in
full, as follows:
b
<PAGE>
CERTIFICATE OF INCORPORATION
OF
VEDA CORPORATION
FIRST: The name of the corporation is VEDA CORPORATION (hereinafter
referred to as the "Corporation").
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New
Castle. The name of the registered agent of the Corporation at that address is
Corporation Service Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware (the "Delaware General Corporation Law").
FOURTH: (a) General. The number of shares of capital stock that the
Corporation is authorized to have at any one time is one hundred eight million
(108,000,000) shares, consisting of: (i) one hundred million (100,000,000)
shares of Common Stock, par value $0.001 per share (the "Common Stock") and (ii)
eight million (8,000,000) shares of Preferred Stock, par value $0.001 per share
(the "Preferred Stock").
(b) Preferred Stock. Authority is hereby expressly vested in the Board
of Directors of the Corporation, subject to the provisions of this ARTICLE
FOURTH and to the limitations prescribed by law, to authorize the issuance from
time to time of one or more series of Preferred Stock. The authority of the
Board of Directors with respect to each series shall include, but not be limited
to, the determination or fixing of the following by resolution or resolutions
adopted by the affirmative vote of a majority of the total number of the
Directors then in office:
(i) The designation of such series;
(ii) The dividend rate of such series, the conditions and dates upon
which such dividends shall be payable, the relation which such dividends shall
bear to the dividends payable on any other class or classes or series of the
Corporation's capital stock and whether such dividends shall be cumulative or
non-cumulative;
(iii) Whether the shares of such series shall be subject to
redemption for cash, property or rights, including securities of any other
corporation, by the Corporation or upon the happening of a specified event and,
if made subject to any such redemption, the times or events, prices, rates,
adjustments and other terms and conditions of such redemptions;
(iv) The terms and amount of any sinking fund provided for the
purchase or redemption of the shares of such series;
c
<PAGE>
(v) Whether or not the shares of such series shall be convertible
into, or exchangeable for, at the option of either the holder or the Corporation
or upon the happening of a specified event, shares of any other class or classes
or of any other series of the same class of the Corporation's capital stock and,
if provision be made for conversion or exchange, the times or events, prices,
rates, adjustments and other terms and conditions of such conversions or
exchanges;
(vi) The restrictions, if any, on the issue or reissue of any
additional Preferred Stock;
(vii) The rights of the holders of the shares of such series upon
the voluntary or involuntary liquidation, dissolution or winding up of the
Corporation; and
(viii) The provisions as to voting, optional and/or other special
rights and preferences, if any, including, without limitation, the right to
elect one or more Directors.
(c) Common Stock. Except as otherwise provided by the Delaware General
Corporation Law or this Certificate of Incorporation (the "Certificate"), the
holders of Common Stock (i) subject to the rights of holders of any series of
Preferred Stock, shall share ratably in all dividends payable in cash, stock or
otherwise and other distributions, whether in respect of liquidation or
dissolution (voluntary or involuntary) or otherwise and (ii) are subject to all
the powers, rights, privileges, preferences and priorities of any series of
Preferred Stock as provided herein or in any resolution or resolutions adopted
by the Board of Directors pursuant to authority expressly vested in it by the
provisions of Section (b) of this ARTICLE FOURTH.
(i) The Common Stock shall not be convertible into, or exchangeable
for, shares of any other class or classes or of any other series of the same
class of the Corporation's capital stock.
(ii) No holder of Common Stock shall have any preemptive,
subscription, redemption, conversion or sinking fund rights with respect to the
Common Stock, or to any obligations convertible (directly or indirectly) into
stock of the Corporation whether now or hereafter authorized.
(iii) Except as otherwise provided by the Delaware General
Corporation Law or this Certificate, and subject to the rights of holders of any
series of Preferred Stock, all of the voting power of the stockholders of the
Corporation shall be vested in the holders of the Common Stock, and each holder
of Common Stock shall have one vote for each share held by such holder on all
matters voted upon by the stockholders of the Corporation.
FIFTH: The Corporation is to have perpetual existence.
d
<PAGE>
SIXTH: In furtherance and not in limitation of the powers conferred by the
Delaware General Corporation Law, the Board of Directors of the Corporation is
expressly authorized to make, alter, amend, change, add to or repeal the By-laws
of the Corporation by the affirmative vote of a majority of the total number of
Directors then in office. Any alteration or repeal of the By-laws of the
Corporation by the stockholders of the Corporation shall require the affirmative
vote of at least a majority of the voting power of the then outstanding shares
of capital stock of the Corporation entitled to vote on such alteration or
repeal, subject to ARTICLE NINTH hereof and applicable provisions of the
Corporation's By-laws.
SEVENTH: (a) Stockholder Action. Election of Directors need not be by
written ballot unless the By-laws of the Corporation so provide. Subject to any
rights of holders of any series of Preferred Stock, from and after the date on
which the Common Stock of the Corporation is registered pursuant to the Exchange
Act, (i) any action required or permitted to be taken by the stockholders of the
Corporation must be effected at an annual or special meeting of stockholders of
the Corporation and may not be effected in lieu thereof by any consent in
writing by such stockholders, (ii) special meetings of stockholders of the
Corporation may be called only by either the Board of Directors pursuant to a
resolution adopted by the affirmative vote of the majority of the total number
of Directors then in office or by the chief executive officer of the
Corporation, and (iii) advance notice of stockholder nominations of persons for
election to the Board of Directors of the Corporation and of business to be
brought before any annual meeting of the stockholders by the stockholders of the
Corporation shall be given in the manner provided in the By-laws of the
Corporation.
(b) Number of Directors and Term of Office. Subject to any rights of
holders of any series of Preferred Stock to elect additional Directors under
specified circumstances, the number of Directors which shall constitute the
Board of Directors of the Corporation shall be fixed from time to time in the
manner set forth in the By-laws of the Corporation.
(c) Removal and Resignation. No Director may be removed from office
without cause and without the affirmative vote of the holders of a majority of
the voting power of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of Directors voting
together as a single class; provided, however, that if the holders of any class
or series of capital stock are entitled by the provisions of this Certificate
(it being understood that any references to this Certificate shall include any
duly authorized certificate of designation) to elect one or more Directors, such
Director or Directors so elected may be removed without cause only by the vote
of the holders of a majority of the outstanding shares of that class or series
entitled to vote. Any Director may resign at any time upon written notice to the
Corporation.
(d) Vacancies and Newly Created Directorships. Subject to any rights of
holders of any series of Preferred Stock to fill such newly created
Directorships or vacancies, any newly created Directorships resulting from any
increase in the authorized number of Directors and any vacancies in the Board of
Directors resulting from death, resignation, disqualification or removal from
office for cause shall, unless otherwise provided by law or by resolution
e
<PAGE>
approved by the affirmative vote of a majority of the total number of Directors
then in office, be filled only by resolution approved by the affirmative vote of
a majority of the total number of Directors then in office. Any Director so
chosen shall hold office until the next election of the class for which such
Director shall have been chosen, and until his successor shall have been duly
elected and qualified, unless he shall resign, die, become disqualified or be
removed for cause.
EIGHTH: (a) Dividends. The Board of Directors shall have authority from
time to time to set apart out of any assets of the Corporation otherwise
available for dividends a reserve or reserves as working capital or for any
other purpose or purposes, and to abolish or add to any such reserve or reserves
from time to time as said Board may deem to be in the interest of the
Corporation; and said Board shall likewise have power to determine in its
discretion, except as herein otherwise provided, what part of the assets of the
Corporation available for dividends in excess of such reserve or reserves shall
be declared in dividends and paid to the stockholders of the Corporation.
(b) Issuance of Stock. The shares of all classes of stock of the
Corporation may be issued by the Corporation from time to time for such
consideration as from time to time may be fixed by the Board of Directors of the
Corporation, provided that shares of stock having a par value shall not be
issued for a consideration less than such par value, as determined by the Board.
At any time, or from time to time, the Corporation may grant rights or options
to purchase from the Corporation any shares of its stock of any class or classes
to run for such period of time, for such consideration, upon such terms and
conditions, and in such form as the Board of Directors may determine. The Board
of Directors shall have authority, as provided by law, to determine that only a
part of the consideration which shall be received by the Corporation for the
shares of its stock which it shall issue from time to time, shall be capital;
provided, however, that, if all the shares issued shall be shares having a par
value, the amount of the part of such consideration so determined to be capital
shall be equal to the aggregate par value of such shares. The excess, if any, at
any time, of the total net assets of the Corporation over the amount so
determined to be capital, as aforesaid, shall be surplus. All classes of stock
of the Corporation shall be and remain at all times nonassessable.
The Board of Directors is hereby expressly authorized, in its discretion,
in connection with the issuance of any obligations or stock of the Corporation
(but without intending hereby to limit its general power so to do in other
cases), to grant rights or options to purchase stock of the Corporation of any
class upon such terms and during such period as the Board of Directors shall
determine, and to cause such rights to be evidenced by such warrants or other
instruments as it may deem advisable.
(c) Inspection of Books and Records. The Board of Directors shall have
power from time to time to determine to what extent and at what times and places
and under what conditions and regulations the accounts and books of the
Corporation, or any of them, shall be open to the inspection of the
stockholders; and no stockholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by the laws of the
State of Delaware, unless and until authorized so to do by resolution of the
Board of Directors or of the stockholders of the Corporation.
f
<PAGE>
(d) Location of Meetings, Books and Records. Except as otherwise
provided in the By-laws, the stockholders of the Corporation and the Board of
Directors may hold their meetings and have an office or offices outside of the
State of Delaware and, subject to the provisions of the laws of said State, may
keep the books of the Corporation outside of said State at such places as may,
from time to time, be designated by the Board of Directors.
NINTH: The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate in the manner now or hereinafter
prescribed herein and by the laws of the State of Delaware, and all rights
conferred upon stockholders herein are granted subject to this reservation.
Notwithstanding anything contained in this Certificate to the contrary, Sections
(a), (b) and (c) of ARTICLE FOURTH, ARTICLE TENTH, ARTICLE SEVENTH, and this
ARTICLE NINTH of this Certificate shall not be altered, amended or repealed and
no provision inconsistent therewith shall be adopted without the affirmative
vote of the holders of at least a majority of the voting power of the then
outstanding shares of capital stock of the Corporation entitled to vote on such
alteration, amendment or repeal, voting together as a single class.
TENTH: (a) Limitation of Liability.
(i) To the fullest extent permitted by the Delaware General
Corporation Law as it now exists or may hereafter be amended (but, in the case
of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than permitted prior
thereto), and except as otherwise provided in the Corporation's By-laws, no
Director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages arising from a breach of fiduciary duty owed
to the Corporation or its stockholders.
(ii) Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such repeal
or modification.
(b) Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is otherwise involved (including
involvement as a witness) in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "proceeding"), by reason of the
fact that he or she is or was a Director or officer of the Corporation or, while
a Director or officer of the Corporation, is or was serving at the request of
the Corporation as a Director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (an "indemnitee"), whether the basis of
such proceeding is alleged action in an official capacity as a Director or
officer or in any other capacity while serving as a Director or officer, shall
be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than permitted prior thereto), against all expense, liability and loss
(including attorneys' fees, judgments, fines, excise taxes or penalties and
g
<PAGE>
amounts paid in settlement) reasonably incurred or suffered by such indemnitee
in connection therewith and such indemnification shall continue as to an
indemnitee who has ceased to be a Director, officer, employee or agent and shall
inure to the benefit of the indemnitee's heirs, executors and administrators;
provided, however, that, except as provided in Section (c) of this ARTICLE TENTH
with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation. The right
to indemnification conferred in this Section (b) of this ARTICLE TENTH shall be
a contract right and shall include the obligation of the Corporation to pay the
expenses incurred in defending any such proceeding in advance of its final
disposition (an "advance of expenses"); provided, however, that, if and to the
extent that the Delaware General Corporation Law requires, an advance of
expenses incurred by an indemnitee in his or her capacity as a Director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking (an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section (b) or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same or lesser scope and effect as the foregoing indemnification of
Directors and officers.
(c) Procedure for Indemnification. Any indemnification of a Director or
officer of the Corporation or advance of expenses under Section (b) of this
ARTICLE TENTH shall be made promptly, and in any event within forty-five (45)
days (or, in the case of an advance of expenses, twenty (20) days), upon the
written request of the Director or officer. If a determination by the
Corporation that the Director or officer is entitled to indemnification pursuant
to this ARTICLE TENTH is required, and the Corporation fails to respond within
sixty (60) days to a written request for indemnity, the Corporation shall be
deemed to have approved the request. If the Corporation denies a written request
for indemnification or advance of expenses, in whole or in part, or if payment
in full pursuant to such request is not made within forty-five (45) days (or, in
the case of an advance of expenses, twenty (20) days), the right to
indemnification or advances as granted by this ARTICLE TENTH shall be
enforceable by the Director or officer in any court of competent jurisdiction.
Such person's costs and expenses incurred in connection with successfully
establishing his or her right to indemnification, in whole or in part, in any
such action shall also be indemnified by the Corporation. It shall be a defense
to any such action (other than an action brought to enforce a claim for the
advance of expenses where the undertaking required pursuant to Section (b) of
this ARTICLE TENTH, if any, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
h
<PAGE>
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct. The procedure for indemnification of other employees and agents for
whom indemnification is provided pursuant to Section (b) of this ARTICLE TENTH
shall be the same procedure set forth in this Section (c) for Directors or
officers, unless otherwise set forth in the action of the Board of Directors
providing indemnification for such employee or agent.
(d) Insurance. The Corporation may purchase and maintain insurance on
its own behalf and on behalf of any person who is or was a Director, officer,
employee or agent of the Corporation or was serving at the request of the
Corporation as a Director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss asserted against him or her and incurred by him or her in any
such capacity, whether or not the Corporation would have the power to indemnify
such person against such expense, liability or loss under the Delaware General
Corporation Law.
(e) Service for Subsidiaries. Any person serving as a Director, officer,
employee or agent of another corporation, partnership, limited liability
company, joint venture or other enterprise, at least 50% of whose equity
interests are owned by the Corporation (a "subsidiary" for this ARTICLE TENTH)
shall be conclusively presumed to be serving in such capacity at the request of
the Corporation.
(f) Reliance. Persons who after the date of the adoption of this
provision become or remain Directors or officers of the Corporation or who,
while a Director or officer of the Corporation, become or remain a Director,
officer, employee or agent of a subsidiary, shall be conclusively presumed to
have relied on the rights to indemnity, advance of expenses and other rights
contained in this ARTICLE TENTH in entering into or continuing such service. The
rights to indemnification and to the advance of expenses conferred in this
ARTICLE TENTH shall apply to claims made against an indemnitee arising out of
acts or omissions which occurred or occur both prior and subsequent to the
adoption hereof.
(g) Non-Exclusivity of Rights. The rights to indemnification and to the
advance of expenses conferred in this ARTICLE TENTH shall not be exclusive of
any other right which any person may have or hereafter acquire under this
Certificate or under any statute, by-law, agreement, vote of stockholders or
disinterested Directors or otherwise.
(h) Merger or Consolidation. For purposes of this ARTICLE TENTH,
references to the "Corporation" shall include, in addition to the resulting
Corporation, any constituent Corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
Directors, officers and employees or agents, so that any person who is or was a
Director, officer, employee or agent of such constituent Corporation, or is or
was serving at the request of such constituent Corporation as a Director,
officer, employee or agent of another Corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under this ARTICLE
TENTH with respect to the resulting or surviving Corporation as he or she would
have with respect to such constituent Corporation if its separate existence had
continued.
i
<PAGE>
ELEVENTH: The Corporation expressly elects not to be governed by Section
203 of the Delaware General Corporation Law with respect to business
combinations with interested stockholders.
IN WITNESS WHEREOF, the undersigned hereby executed this instrument and
affirms, under penalty of perjury, that this instrument is the act and deed of
the undersigned and that the facts stated herein are true, and accordingly have
hereunto set our hands this 1st day of July, 1999.
/s/ George A. Todt
-------------------------
George A. Todt, President
/s/ Mary Elizabeth Rowbottom
----------------------------
Mary Elizabeth Rowbottom, Secretary
j
EXHIBIT 3.3
BY-LAWS
OF
VEDA CORPORATION,
A Delaware Corporation
(Adopted as of September 15, 1998)
ARTICLE I
DIRECTORS
Section 1. Function. All corporate powers shall be exercised by or under
the authority of the Board of Directors. The business and affairs of the
Corporation shall be managed under the direction of the Board of Directors.
Directors must be natural persons who are at least 18 years of age but need not
be shareholders of the Corporation. Residents of any state may be directors.
Section 2. Compensation. The shareholders shall have authority to fix the
compensation of directors. Unless specifically authorized by a resolution of the
shareholders, the directors shall serve in such capacity without compensation.
Section 3. Presumption of Assent. A director who is present at a meeting of
the Board of Directors or a committee of the Board of Directors at which action
on any corporate matter is taken shall be presumed to have assented to the
action taken unless he objects at the beginning of the meeting (or promptly upon
arriving) to the holding of the meeting or transacting the specified business at
the meeting, or if the director votes against the action taken or abstains from
voting because of an asserted conflict of interest.
Section 4. Number. The corporation shall have at least the minimum number
of directors required by law. The number of directors may be increased or
decreased from time to time by the Board of Directors.
Section 5. Election and Term. At each annual meeting of shareholders, the
shareholders shall elect directors to hold office until the next annual meeting
or until their earlier resignation, removal from office or death. 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.
Section 6. Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be
filled by the shareholders or by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders. If there are no remaining directors,
the vacancy shall be filled by the shareholders.
Section 7. Removal of Directors. At a meeting of shareholders, any director
or the entire Board of Directors may be removed, with or without cause, provided
the notice of the meeting states that one of the purposes of the meeting is the
removal of the director. A director may be removed only if the number of votes
cast to remove him exceeds the number of votes cast against removal.
k
<PAGE>
Section 8. Quorum and Voting. A majority of the number of directors fixed
by these Bylaws shall constitute a quorum for the transaction of business. The
act of a majority of directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 9. Executive and other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members one or more committees each of which must have at least
two members. Each committee shall have the authority set forth in the resolution
designating the committee.
Section 10. Place of Meeting. Regular and special meetings of the Board of
Directors shall be held at the principal place of business of the Corporation or
at another place designated by the person or persons giving notice or otherwise
calling the meeting-
Section 11. Time, Notice and Call of Meetings. Regular meetings of the
Board of Directors shall be held without notice at the time and on the date
designated by resolution of the Board of Directors. Written notice of the time,
date and place of special meetings of the Board off Directors shall be given to
each director by mail delivery at least two days before the meeting.
Notice of a meeting of the Board of Directors need not be given to a
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting constitutes a waiver of notice of that
meeting and waiver of all objections to the place of the meeting, the time of
the meeting, and the manner in which it has been called or convened, unless a
director objects to the transaction of business (promptly upon arrival at the
meeting) because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors must be specified in the notice or waiver of notice of
the meeting.
A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place. Notice
of an adjourned meeting shall be given to the directors who were not present at
the time of the adjournment and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the other directors.
Meetings of the Board of Directors may be called by the president or the
chairman of the Board of Directors. Members of the Board of Directors and any
committee of the Board may participate in a meeting by telephone conference or
similar communications equipment if all persons participating in the meeting can
hear each other at the same time. Participation by these means constitutes
presence in person at a meeting.
Section 12. Action by Written Consent. Any action required or permitted to
be taken at a meeting of directors may be taken without a meeting if a consent
in writing setting forth the action to be taken and signed by all of the
directors is filed in the minutes of the proceedings of the Board. The action
taken shall be deemed effective when the last director signs the consent, unless
the consent specifies otherwise.
l
<PAGE>
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of the
corporation for the election of officers and for such other business as may
properly come before the meeting shall be held at such time and place as
designated by the Board of Directors.
Section 2. Special Meeting. Special meetings of the shareholders shall be
held when directed by the president or when requested in writing by shareholders
holding at least 10% of the Corporation's stock having the right and entitled to
vote at such meeting. A meeting requested by shareholders shall be called by the
president for a date not less than 10 nor more than 60 days after the request is
made. Only business within the purposes described in the meeting notice may be
conducted at a special shareholders' meeting.
Section 3. Place. Meetings of the shareholders will be held at the
principal place of business of the Corporation or at such other place as is
designated by the Board of Directors.
Section 4. Notice. A written notice of each meeting of shareholders shall
be mailed to each shareholder having the right and entitled to vote at the
meeting at the address as it appears on the records of the Corporation. The
meeting notice shall be mailed not less than 10 nor more than 60 days before the
date set for the meeting. The record date for determining shareholders entitled
to vote at the meeting will be the close of business on the day before the
notice is sent. The notice shall state the time and place the meeting is to be
held. A notice of a special meeting shall also state the purposes of the
meeting. A notice of meeting shall be sufficient for that meeting and any
adjournment of it. If a shareholder transfers any shares after the notice is
sent, it shall not be necessary to notify the transferee. All shareholders may
waive notice of a meeting at any time.
Section 5. Shareholder Quorum. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. Any number of shareholders, even if less than a quorum, may
adjourn the meeting without further notice until a quorum is obtained.
Section 6. Shareholder Voting. If a quorum is present, the affirmative vote
of a majority of the shares represented at the meeting and entitled to vote on
the subject matter shall be the act of the shareholders. Each outstanding share
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. An alphabetical list of all shareholders who are entitled to
notice of a shareholders' meeting along with their addresses and the number of
shares held by each shall be produced at a shareholders' meeting upon the
request of any shareholder.
m
<PAGE>
Section 7. Proxies. A shareholder entitled to vote at any meeting of
shareholders or any adjournment thereof may vote in person or by proxy executed
in writing and signed by the shareholder or his attorney-in-fact. The
appointment of proxy will be effective when received by the Corporation's
officer or agent authorized to tabulate votes. No proxy shall be valid more than
11 months after the date of its execution unless a longer term is expressly
stated in the proxy.
Section 8. Validation. If shareholders who hold a majority of the voting
stock entitled to vote at a meeting are present at the meeting, and sign a
written consent to the meeting on the record, the acts of the meeting shall be
valid, even if the meeting was not legally called and noticed.
Section 9. Conduct of Business by Written Consent. Any action of the
shareholders may be taken without a meeting if written consents, setting forth
the action taken, are signed by at least a majority of shares entitled to vote
and are delivered to the officer or agent of the Corporation having custody of
the Corporation's records within 60 days after the date that the earliest
written consent was delivered. Within 10 days after obtaining an authorization
of an action by written consent. notice shall be given to those shareholders who
have not consented in writing or who are not entitled to vote on the action. The
notice shall fairly summarize the material features of the authorized action. If
the action creates dissenters' rights, the notice shall contain a clear
statement of the right of dissenting shareholders to be paid the fair value of
their shares upon compliance with and as provided for by the state law governing
corporations.
ARTICLE III
OFFICERS
Section 1. Officers; Election; Resignation; Vacancies. The Corporation
shall have the officers and assistant officers that the Board of Directors
appoint from time to time. Except as otherwise provided in an employment
agreement which the Corporation has with an officer, each officer shall serve
until a successor is chosen by the directors at a regular or special meeting of
the directors or until removed. Officers and agents shall be chosen, serve for
the terms, and have the duties determined by the directors. A person may hold
two or more offices.
Any officer may resign at any time upon written notice to the Corporation.
The resignation shall be effective upon receipt, unless the notice specifies a
later date. If the resignation is 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 provided the successor officer does not take
office until the future effective date. Any vacancy occurring in any office of
the Corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.
Section 2. Powers and Duties of Officers. The officers of the Corporation
shall have such powers and duties in the management of the Corporation as may be
prescribed by the Board of Directors and, to the extent not so provided, as
generally pertain to their respective offices, subject to the control of the
Board of Directors.
n
<PAGE>
Section 3. Removal of Officers. An officer or agent or member of a
committee elected or, appointed by the Board of Directors may be removed by the
Board with or without cause whenever in its judgment the best interests of the
corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointment of an officer, agent or member of a committee shall not of itself
create contract rights. Any officer, it appointed by another officer, may be
removed by that officer.
Section 4. Salaries. The Board of Directors may cause the corporation to
enter into employment agreements with any officer of the Corporation. Unless
provided for in an employment agreement between the Corporation and an officer,
all officers of the Corporation serve in their capacities without compensation.
Section 5. Bank Accounts. The Corporation shall have accounts with
financial institutions as determined by the Board of Directors.
ARTICLE IV
DISTRIBUTIONS
The Board of Directors may, from time to time, declare distributions to its
shareholders in cash, property, or its own shares, unless the distribution would
cause (i) the Corporation to be unable to pay its debts as they become due in
the usual course of business, or (ii) the Corporation's assets to be less than
its liabilities plus the amount necessary, if the Corporation were dissolved at
the time of the distribution, to satisfy the preferential rights of shareholders
whose rights are superior to those receiving the distribution. The shareholders
and the corporation may enter into an agreement requiring the distribution of
corporate profits, subject to the provisions of law.
ARTICLE V
CORPORATE RECORDS
Section 1. Corporate Records. The corporation shall maintain its records in
written form or in another form capable of conversion into written form within a
reasonable time. The Corporation shall keep as permanent records minutes of all
meetings of its shareholders and Board of Directors, a record of all actions
taken by the shareholders or Board of Directors without a meeting, and a record
of all actions taken by a committee of the Board of Directors on behalf of the
Corporation. The corporation shall maintain accurate accounting records and a
record of its shareholders in a form that permits preparation of a list of the
names and addresses of all shareholders in alphabetical order by class of shares
showing the number and series of shares held by each.
The Corporation shall keep a copy of its articles or restated articles of
incorporation and all amendments to them currently in effect; these Bylaws or
restated Bylaws and all amendments currently in effect; resolutions adopted by
the Board of Directors creating one or more classes or series of shares and
fixing their relative rights, preferences, and limitations, if shares issued
pursuant to those resolutions are outstanding; the minutes of all shareholders'
meetings and records of all actions taken by shareholders without a meeting for
the past three years; written communications to all shareholders generally or
all shareholders of a class of series within the past three years, including the
financial statements furnished for the last three years; a list of names and
business street addresses of its current directors and officers; and its most
recent annual report delivered to the Department of State.
o
<PAGE>
Section 2. Shareholders' Inspection Rights. A shareholder is entitled to
inspect and copy, during regular business hours at a reasonable location
specified by the Corporation, any books and records of the Corporation. The
shareholder must give the Corporation written notice of this demand at least
five business days before the date on which he wishes to inspect and copy the
record(s). The demand must be made in good faith and for a proper purpose. The
shareholder must describe with reasonable particularity the purpose and the
records he desires to inspect, and the records must be directly connected with
this purpose. This Section does not affect the right of a shareholder to inspect
and copy the shareholders' list described in this Article if the shareholder is
in litigation with the Corporation. In such a case, the shareholder shall have
the same rights as any other litigant to compel the production of corporate
records for examination.
The Corporation may deny any demand for inspection if the demand was made
for an improper purpose, or if the demanding shareholder has within the two
years preceding his demand, sold or offered for sale any list of shareholders of
the Corporation or of any other corporation, has aided or abetted any person in
procuring any list of shareholders for that purpose, or has improperly used any
information secured through any prior examination of the records of this
Corporation or any other corporation.
Section 3. Financial Statements for Shareholders. Unless modified by
resolution of the shareholders within 120 days after the close of each fiscal
year, the Corporation shall furnish its shareholders with annual financial
statements which may be consolidated or combined statements of the Corporation
and one or more of its subsidiaries, as appropriate, that include a balance
sheet as of the end of the fiscal year, an income statement for that year, and a
statement of cash flows for that year. If financial statements are prepared for
the Corporation on the basis of generally accepted accounting principles, the
annual financial statements must also be prepared on that basis.
If the annual financial statements are reported upon by a public
accountant, his report must accompany them. If not, the statements must be
accompanied by a statement of the president or the person responsible for the
Corporation's accounting records stating his reasonable belief whether the
statements were prepared on the basis of generally accepted accounting
principles and, if not, describing the basis of preparation and describing any
respects in which the statements were not prepared on a basis of accounting
consistent with the statements prepared for the preceding year. The Corporation
shall mail the annual financial statements to each shareholder within 120 days
after the close of each fiscal year or within such additional time thereafter as
is reasonably necessary to enable the Corporation to prepare its financial
statements. Thereafter, on written request from a shareholder who was not mailed
the statements, the Corporation shall mail him the latest annual financial
statements.
p
<PAGE>
Section 4. Other Reports to Shareholders. If the Corporation indemnifies or
advances expenses to any director, officer, employee or agent otherwise than by
court order or action by the shareholders or by an insurance carrier pursuant to
insurance maintained by the Corporation, the Corporation shall report the
indemnification or advance in writing to the shareholders with or before the
notice of the next annual shareholders meeting, or prior to the meeting if the
indemnification or advance occurs after the giving of the notice but prior to
the time the annual meeting is held. This report shall include a statement
specifying the persons paid, the amounts paid, and the nature and status at the
time of such payment of the litigation or threatened litigation.
If the Corporation issues or authorizes the issuance of shares for promises
to render services in the future, the Corporation shall report in writing to the
shareholders the number of shares authorized or issued, and the consideration
received by the corporation, with or before the notice of the next shareholders'
meeting.
ARTICLE VI
STOCK CERTIFICATES
Section 1. Issuance. The Board of Directors may authorize the issuance of
some or all of the shares of any or all of its classes or series without
certificates. Each certificate issued shall be signed by the president and the
Secretary (or the Treasurer). The rights and obligations of shareholders are
identical whether or not their shares are represented by certificates.
Section 2. Registered Shareholders. No certificate shall be issued for any
share until the share is fully paid. The Corporation shall be entitled to treat
the holder of record of shares as the holder in fact and, except as otherwise
provided by law, shall not be bound to recognize any equitable or other claim to
or interest in the shares.
Section 3. Transfer of Shares. Shares of the Corporation shall be
transferred on its books only after the surrender to the Corporation of the
share certificates duly endorsed by the holder of record or attorney-in-fact. If
the surrendered certificates are canceled, new certificates shall be issued to
the person entitled to them, and the transaction recorded on the books of the
Corporation
Section 4. Lost, Stolen or Destroyed Certificates. If a shareholder claims
to have lost or destroyed a certificate of shares issued by the Corporation, a
new certificate shall be issued upon the delivery to the Corporation of an
affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed, and, at the discretion of the Board of Directors,
upon the deposit of a bond or other indemnity as the Board reasonably requires.
ARTICLE VII
INDEMNIFICATION
Section 1. Right to Indemnification. The Corporation hereby indemnifies
each person (including the heirs, executors, administrators, or estate of such
person) who is or was a director or officer of the Corporation to the fullest
extent permitted or authorized by current or future legislation or judicial or
administrative decision against all tines, liabilities, costs and expenses,
q
<PAGE>
including attorneys' fees, arising out of his or her status as a director,
officer, agent, employee or representative. The foregoing right of
indemnification shall not be exclusive of other rights to which those seeking an
indemnification may be entitled. The Corporation may maintain insurance, at its
expense, to protect itself and all officers and directors against fines,
liabilities, costs and expenses, whether or not the Corporation would have the
legal power to indemnity them directly against such liability.
Section 2. Advances. Costs, charges and expenses (including attorneys'
fees) incurred by a person referred to in Section 1 of this Article in defending
a civil or criminal proceeding shall be paid by the Corporation in advance of
the final disposition thereof upon receipt of an undertaking to repay all
amounts advanced if it is ultimately determined that the person is not entitled
to be indemnified by the Corporation as authorized by this Article, and upon
satisfaction of other conditions required by current or future legislation.
Section 3. Savings Clause. If this Article or any portion of it is
invalidated on any ground by a court of competent jurisdiction, the Corporation
nevertheless indemnifies each person described in Section 1 of this Article to
the fullest extent permitted by all portions of this Article that have not been
invalidated and to the fullest extent permitted by law.
ARTICLE VIII
AMENDMENT
These Bylaws may be altered, amended or repealed, and new Bylaws adopted,
by a majority vote of the directors or by a vote of the shareholders holding a
majority of the shares.
r
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the use in the Form 10-SB Registration Statement, of Veda
Corporation, our report for the period from January 1, 1999 to August 31, 1999
and September 15, 1998 (inception) to August 31, 1999 dated November 23, 1999,
relating to the financial statements of VEDA Corporation which appear in such
Form 10-SB.
WEINBERG & COMPANY, P.A.
Certified Public Accountants
Boca Raton, Florida
December 20, 1999
s
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 8-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> AUG-31-1999
<CASH> 35
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 35
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 35
<CURRENT-LIABILITIES> 95
<BONDS> 0
0
0
<COMMON> 1,029
<OTHER-SE> (1,089)
<TOTAL-LIABILITY-AND-EQUITY> 35
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,089
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,089)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,089)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
