U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR THE REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of the Securities Exchange Act of 1934
ENVIRONMENTAL PROTECTION CORPORATION
- - --------------------------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
Minnesota 41-1954595
- - ---------------------------------------- ---------------------------------
(State of Incorporation) (IRS Employer Identification No.)
15945 Quality Trail North, Scandia, MN 55073
- - ---------------------------------------- ---------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number,( 651 ) 433 - 3522
------- ------- --------
Securities to be registered under Section 12(b) of the Act: None
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- - ----------------------------------- -----------------------------------
- - ----------------------------------- -----------------------------------
Securities to be registered under Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, par value $0.001 None
- - ----------------------------------- -----------------------------------
- - ----------------------------------- -----------------------------------
<PAGE>
Item 1. Description of Business.
(a) Forward-looking Statements. Certain statements in this Form 10
Registration Statement, particularly under Items 1 and 2, constitute
"forward-looking statements" with the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve known
and unknown risks, uncertainties, and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements, expressed or implied by
the forward-looking statements.
(b) Business Development. Environmental Protection Corporation (EPC)
was incorporated in the State of Minnesota on April 20, 1966 as Polar Homes,
Inc. On October 2, 1968 the Company changed its name to Polar Campers, Inc. On
January 24, 1992, the Company changed its name to Access Plus, Inc. On December
29, 1998, the Company changed its name to Environmental Protection Corporation.
Polar Homes was formed for the purpose of manufacturing campers,
camper tops and pick-up truck canopies. Polar Campers, Inc., by a prospectus
dated October 10, 1968, offered 200,000 common shares publicly, in the State of
Minnesota. Polar Campers, Inc. experienced financial difficulty and disposed of
its assets in 1973. Polar Campers, Inc. was operationally dormant from 1973
until June 28, 1991 when it entered into a merger agreement with Access Plus,
Inc., a Minnesota corporation and long distance telephone service provider. In
January 1992, Polar Campers, Inc. was notified by the Minnesota Public Utilities
Commission that the Access Plus, Inc./Polar Campers, Inc. merger valuations were
not acceptable and that it did not approve of the merger. The plan of merger
agreement was rescinded. The corporation has been dormant since January 1992.
(c) Business of the Issuer. The Company intends to locate and combine
with an existing, privately-held company which is profitable, or, in
management's opinion, has growth potential, regardless of the industry in which
it operates. The Company does not intend to combine with a private company which
may be deemed an investment company subject to the Investment Company Act of
1940. A business combination may be structured as a merger, consolidation,
exchange of the Company's common stock or assets or any other form which will
result in the combined enterprise's becoming a publicly held corporation.
The Company anticipates having no business activities other than
carrying on its search for a suitable combination partner and negotiating and
consummating the business combination transaction. The Company will have no
source of revenue. To the extent that the Company incurs operating liabilities
before the consummation of a business combination, it may not be able to satisfy
those liabilities as they are incurred.
If the Company's management pursues one or more combination
opportunities beyond the preliminary negotiation stage and those negotiations
are subsequently terminated, it is reasonably forseeable that such efforts will
exhaust the Company's ability to continue seeking combination opportunities.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
During the next twelve months the Company anticipates that all of its
operations will be focused on seeking out and evaluating suitable business
combination candidates. Given the Company's limited financial resources, the
Company will have to rely on operating loans from its officers and/or directors
and the payment of fees from acquisition candidates. The Company's plan of
business operation will consume all of management's efforts. Management will
utilize the following business combination suitability standards in its
operation. In the pursuit of a combination partner, the Company's management
intends to consider only business combination candidates which are profitable
or, in management's view, have growth potential. The Company's management does
not intend to pursue any business combination proposal beyond the preliminary
negotiation stage with any company which does not furnish the Company with
audited financial statements for at least its most recent fiscal year and
unaudited financial statements for interim periods subsequent to the date of
such audited financial statements, or is in a position to provide such financial
statements in a timely manner. The Company will, if necessary funds are
available, engage attorneys and/or accountants in its efforts to investigate a
combination candidate and to consummate the business combination. The Company
may require payment of fees by such combination candidate to fund the
investigation of such candidate. In the event such a combination candidate is
engaged in a high technology business, the Company may also obtain reports from
independent organizations of recognized standing covering the technology being
developed and/or utilized by the candidate. The Company's limited financial
resources may make the acquisition of such reports difficult or even impossible
to obtain and, thus, there can be no assurance that the Company will have
sufficient funds to obtain such reports when considering combination proposals
or candidates. To the extent the Company is unable to obtain the advice or
reports from experts, the risks of any combined enterprise's being unsuccessful
will be enhanced. Furthermore, to the knowledge of the Company's officers and
directors, neither the candidate nor any of its directors, officers, principal
shareholders or general partners:
(1) will not have been convicted of securities fraud, mail fraud,
tax fraud, embezzlement, bribery, or a similar criminal
offense involving misappropriation or theft of funds, or be
the subject of a pending investigation or indictment involving
any of those offenses;
(2) will not have been subject to a temporary or permanent
injunction or restraining order arising from unlawful
transactions in securities, whether as an issuer, underwriter,
broker, dealer, or investment advisor, may be the subject of
any investigation or a defendant in a pending lawsuit arising
from or based upon the allegations of unlawful transactions in
securities, or
(3) will not have been a defendant in a civil action which
resulted in a final judgement against it or him awarding
damages or rescission based upon unlawful practices or sales
of securities.
The Company's officers and directors will make these determinations by
asking pertinent questions of the management of prospective combination
candidates. Such persons will also ask pertinent questions of others who may be
involved in the combination proceedings. However, the officers and directors of
the Company will not take other steps to verify independently the information
obtained in this manner. Unless something comes to their attention which puts
them on notice of a possible disqualification which might be concealed from
them, such persons will rely on the information received from the management of
the prospective business combination candidate and from others who may be
involved in the combination proceedings.
<PAGE>
No assurance is given that management will be successful in completing
a business combination transaction. If management does complete a business
combination transaction, there is no assurance that the resulting business
combination will produce a successful enterprise.
Item 3. Description of Property.
The Company owns no properties and has no interest in any property.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
Table 1 lists the persons who are known to the Company to be the owners
of more than five percent of the Company's equity shares according to the
stockholder list provided by the Company's transfer agent as of October 15,
1999.
(a) Beneficial Ownership of more than 5%.
Table 1.
(1) (2) (3) (4)
Title of Class Name and Address Amount and Nature Percent of Class
Common M. D. Price, Jr. 5,000,000 90%
(b) Security Ownership of Management. None.
(c) Changes in Control. Management is unaware of any facts that would
effect a change in the control of the Company as of the date of this
Form 10 SB filing.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
(a) Identify Directors and Executive Officers.
The Company has three directors, William C. Nichols, Paula Nichols and
Gregory Johnson.
William Nichols is the Company's president. He is 33 years old. He has
designed, patented, manufactured and marketed a cigar holder. His the president
of Klip Kaddy, Inc., the company which holds the world-wide marketing rights to
the patented cigar holder.
Paula Nichols is the Company's secretary. She is 35 years old. She has
worked as the administrator of Klip Kaddy, Inc. for the past five years.
<PAGE>
Gregory Johnson is the Company's vice-president. He is 35 years old. He
is a former PGA golf professional who has been self-employed for the last six
years. His primary employment activities include the design and operation of
direct mail enterprises for private companies.
(b) Identify Significant Employees. The Company has no significant
employees.
(c) Family Relationships. William C. Nichols and Paula Nichols are husband
and wife.
(d) Involvement in Certain Legal Proceedings. None of the Company's
directors, officers, promoters or control persons, if any, during the
past five years was, to the best of the Company's knowledge:
1. A general partner or executive officer of a business that had a
bankruptcy petition filed by or against it either at the time of the
bankruptcy or within the two years before the bankruptcy;
2. Convicted in a criminal proceeding or been subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
3. Subject to any order, judgement, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his or her involvement in any type of business, securities or
banking activities; and
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or
commodities law, and the judgement has not been reversed, suspended or
vacated.
Item 6. Executive Compensation.
The Company has three executive officers. No executive officers have
been paid any compensation. The company does not have an employee stock option
plan and has granted no other form of compensation to its executive officers.
The Company does not have a written employment contract with its executive
officers.
Item 7. Certain Relationships and Related Transactions.
(a) Transactions with Management and Others.
No member of management, executive officer, director, nominee for a
director or security holder who is known to the Company to own of record or
beneficially more than five percent of any class of the Company's voting
securities, nor any member of the immediate family of any of the foregoing
persons, has had any direct or indirect material interest in any transaction to
which the Company was or is to be a party.
(b) Certain Business Relationships.
<PAGE>
No director or nominee for director is or has been related to any
person who has been a party to any transaction with the Company.
(c) Indebtedness of Management.
No member of the Company's management is or has been indebted to the
Company since the beginning of the Company's last fiscal year.
(d) Transactions with Promoters.
The Company's promoters have not received, directly or indirectly,
anything of value from the Company, nor are they entitled to receive anything of
value from the Company.
Item 8. Legal Proceedings.
The Company is not a party to any pending or threatened legal
proceedings.
Item 9. Market for Common Equity and Related Stockholder Matters.
(a) Market Information.
No public market has been established for the Company's common stock.
Presently, there are no plans, proposals, arrangements or understandings with
any person regarding the development of a trading market in the Company's
securities.
(b) Holders.
The Company has 461 shareholders of its common stock as of October 15,
1999.
(c) Dividends.
No dividends have been declared or paid to date and none are expected
to be paid in the forseeable future. There are no restrictions imposed on the
Company which limit its ability to declare or pay dividends on its common stock.
Item 10. Recent Sales of Unregistered Securities.
Within the past three years the Company has issued one 5,000,000 share
block of common stock in an exempt transaction as afforded by Section 4(2) of
the Securities Act of 1933, as amended. The shares offered, sold and issued in
an isolated transaction on December 17, 1998 to one individual for legal and
consulting services necessary to maintain the integrity of the corporate
structure and facilitate a business combination with an unrelated entity. The
value of the transaction was $5,000.00.
<PAGE>
Item 11. Description of Securities.
(a) Common or Preferred Stock.
The Company has one class of common stock and is authorized to issue
100,000,000 shares, par value, $0.001 per share. There are 5,554,000 common
shares issued and outstanding. All common shares participate equally in
dividends and voting rights. There are no cumulative voting rights and no
pre-emptive rights. Preferred shares are not authorized.
(b) Debt Securities.
The company has no outstanding debt securities.
(c) Other Securities To Be Registered.
The Company is not registering any other securities.
Item 12. Indemnification of Directors and Officers.
Article 10, Section 3, of the Company's Certificate of Restated
Articles of Incorporation provides for the indemnification of all persons who
may serve as Company directors and officers. The indemnification protects
against any and all expenses, including amounts paid upon judgements, counsel
fees and amounts paid in settlement (before or after suit is commenced),
actually and necessarily incurred by such person in connection with the defense
or settlement of any claim, action suit or proceeding, in which the officer or
director are parties or which may be asserted against them by reason of being or
having been directors or officers of the Company, except relating to matters as
to which any director or officer or former director or officer or person will be
adjudged in any action, suit or proceeding to be liable for his own negligence
or misconduct in the performance of duty.
Additionally, Article 7, Section 8, of the Company's Certificate of
Amended Articles of Incorporation provides that if the Minnesota Statutes are
hereinafter amended to authorize further elimination or limitation of the
liability of directors, then the liability of a director of the Company will be
eliminated or limited to the fullest extent permitted by the Minnesota Statutes.
Such indemnification will be in addition to any other rights which those
indemnified may have under any law, agreement or resolution of the board of
directors or stockholders of the Company. The Company will purchase and maintain
insurance on behalf of any such directors, officers, employees or agents, to the
extent that it has the power to do so by statute.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted for directors, officers and
controlling persons of the Company, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy and is
therefore, unenforceable.
Item 13. Financial Statements.
See the Index to Financial Statements on page F-1.
<PAGE>
Item 14. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
There have been no changes or disagreements with accountants on
accounting or financial disclosure during the Company's two most recent fiscal
years.
Item 15. Financial Statements and Exhibits.
(a) Financial Statements
(b) Exhibits
(3) Certificate of Restated Articles of Incorporation of Polar
Campers, Inc.
(3) Amendment of Articles of Incorporation of Access Plus, Inc.
(3) Certificate of Amendment of Articles of Incorporation of
Environmental Protection Corporation
(3) By-Laws
(27) Financial Data Schedule
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, who are duly authorized.
Dated October 15, 1999
ENVIRONMENTAL PROTECTION CORPORATION,
a Minnesota corporation
/s/ William C. Nichols
- - ------------------------
William C. Nichols
President
/s/ Paula Nichols
- - ------------------------
Paula Nichols
Secretary
Filed in the Office of the Minnesota
Secretary of State January 24, 1992
<PAGE>
ENVIRONMENTAL
PROTECTION
CORPORATION
Financial Statements
and Auditor's Report
September 30, 1999 and
March 31, 1999 and 1998
S. W. HATFIELD, CPA
certified public accountants
Use our past to assist your future sm
<PAGE>
ENVIRONMENTAL PROTECTION CORPORATION
CONTENTS
Page
----
Report of Independent Certified Public Accountants 3
Financial Statements
Balance Sheets
as of September 30, 1999, March 31, 1999 and 1998 4
Statements of Operations and Comprehensive Income
for the six months ended September 30, 1999
and the years ended March 31, 1999 and 1998 5
Statement of Changes in Shareholders' Equity
for the six months ended September 30, 1999
and the years ended March 31, 1999 and 1998 6
Statements of Cash Flows
for the six months ended September 30, 1999
and the years ended March 31, 1999 and 1998 7
Notes to Financial Statements 8
F-2
<PAGE>
S. W. HATFIELD, CPA
certified public accountants
Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
Board of Directors and Stockholders
Environmental Protection Corporation
We have audited the accompanying balance sheets of Environmental Protection
Corporation (a Minnesota corporation) as of September 30, 1999, March 31, 1999
and 1998, respectively, and the related statements of operations and
comprehensive income, changes in shareholders' equity and cash flows for the six
months ended September 30, 1999 and for each of the two years ended March 31,
1999 and 1998, respectively. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits provide 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 Environmental Protection
Corporation (a Minnesota corporation) as of September 30, 1999, March 31, 1999
and 1998, respectively, and the results of operations and cash flows for the six
months ended September 30, 1999 and each of the two years ended March 31, 1999
and 1998, respectively, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon significant shareholders to provide sufficient working
capital to maintain the integrity of the corporate entity. These circumstances
create substantial doubt about the Company's ability to continue as a going
concern and are discussed in Note A. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.
S. W. HATFIELD, CPA
(formerly S. W. HATFIELD + ASSOCIATES)
Dallas, Texas
October 14, 1999
Use our past to assist your future sm
P. O. Box 820395 9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75382-0395 Dallas, Texas 75243-7212
214-342-9635 (voice) (fax) 214-342-9601
800-244-0639 [email protected]
F-3
<PAGE>
<TABLE>
<CAPTION>
ENVIRONMENTAL PROTECTION CORPORATION
BALANCE SHEETS
September 30, 1999, March 31, 1999 and 1998
September 30, March 31, March 31,
1999 1999 1998
------------- --------- ---------
<S> <C> <C> <C>
ASSETS
------
Current Assets
Cash in bank $ -- $ -- $ --
--------- --------- ---------
Total Assets $ -- $ -- $ --
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities
Accounts payable - trade $ -- $ -- $ --
--------- --------- ---------
Total Liabilities -- -- --
--------- --------- ---------
Shareholders' Equity Common stock - $0.001 par value
100,000,000 shares authorized
5,554,000, 5,554,000 and 554,000
shares issued and outstanding, respectively 5,554 5,554 554
Additional paid-in capital 352,163 352,163 352,163
Accumulated deficit (357,717) (357,717) (352,717)
--------- --------- ---------
Total Shareholders' Equity -- -- --
--------- --------- ---------
Total Liabilities and Shareholders' Equity $ -- $ -- $ --
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
ENVIRONMENTAL PROTECTION CORPORATION
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Six months ended September 30, 1999 and Years ended March 31, 1999 and 1998
Six months Year Year
ended ended ended
September 30, March 31, March 31,
1999 1999 1998
---------- ----------- -----------
<S> <C> <C> <C>
Revenues $ -- $ -- $ --
---------- ----------- -----------
Expenses
General and administrative expenses -- 5,000 --
---------- ----------- -----------
Total operating expenses -- 5,000 --
---------- ----------- -----------
Loss from Operations -- (5,000) --
Other Income
Interest and other -- -- --
---------- ----------- -----------
Net Loss -- (5,000) --
Other comprehensive income -- -- --
---------- ----------- -----------
Comprehensive Income $ -- $ (5,000) $ --
========== =========== ===========
Net loss per weighted-average
share of common stock outstanding,
computed on Net Loss - basic and fully diluted nil nil nil
=== === ===
Weighted-average number of shares
of common stock outstanding - basic
and fully diluted 5,554,000 1,992,356 554,000
========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
ENVIRONMENTAL PROTECTION CORPORATION
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Nine months ended December 31, 1998 and Years ended March 31, 1998 and 1997
Additional
Common Stock paid-in Accumulated
Shares Amount capital deficit Total
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Balances at
April 1, 1997 554,000 $ 5,540 $ 347,177 $(352,717) $ --
Effect of the restatement
of par value of common
stock from $0.01 to
$0.001 per share -- (4,986) 4,986 -- --
--------- --------- --------- --------- ---------
Balances at
April 1, 1997, restated 554,000 554 352,163 (352,717) --
Net loss for the year -- -- -- -- --
--------- --------- --------- --------- ---------
Balances at
March 31, 1998 554,000 554 352,163 (352,717) --
Issuance of common
stock for professional
fees 5,000,000 5,000 -- -- 5,000
Net loss for the year -- -- -- (5,000) (5,000)
--------- --------- --------- --------- ---------
Balances at
March 31, 1999 5,554,000 5,554 352,163 (357,717) --
Net loss for the six months -- -- -- -- --
--------- --------- --------- --------- ---------
Balances at
September 30, 1999 5,554,000 $ 5,554 $ 352,163 $(357,717) $ --
========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
<TABLE>
<CAPTION>
ENVIRONMENTAL PROTECTION CORPORATION
STATEMENTS OF CASH FLOWS
Six months ended September 30, 1999 and Years endedMarch 31, 1999 and 1998
Six months Year Year
ended ended ended
September 30, March 31, March 31,
1999 1999 1998
------------- ---------- ---------
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net loss for the period $ -- $ (5,000) $ --
Adjustments to reconcile net loss to net
cash provided by operating activities
Common stock issued for
professional fees -- (5,000) --
--------- ---------- ---------
Net cash provided by operating activities -- -- --
--------- ---------- ---------
Cash Flows from Investing Activities -- -- --
--------- ---------- ---------
Cash Flows from Financing Activities -- -- --
--------- ---------- ---------
Increase (Decrease) in Cash -- -- --
Cash at beginning of period -- -- --
--------- ---------- ---------
Cash at end of period $ -- $ -- $ --
========= ========== =========
Supplemental Disclosure of
Interest and Income Taxes Paid
Interest paid for the year $ -- $ -- $ --
========= ========== =========
Income taxes paid for the year $ -- $ -- $ --
========= ========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-7
<PAGE>
ENVIRONMENTAL PROTECTION CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS
Environmental Protection Corporation (Company) was initially incorporated on
April 20, 1966 under the laws of the State of Minnesota as Polar Homes, Inc. The
Company changed its corporate name to Polar Campers, Inc. in 1968. The Company
was originally formed to "build, manufacture, sell, lease, own, buy and
otherwise deal with in mobile homes, campers, trailers and any other equipment
which from time to time be decided upon; to own and otherwise deal with in real
estate, and to do all things necessary and proper to accomplish said purposes."
The Company ceased all business operations during 1973 and disposed of all
assets and liabilities. The Company has been dormant since that time.
In August 1991, in anticipation of a business combination with another entity,
the Company changed its corporate name to Access Plus, Inc. This business
combination was unsuccessful and was abandoned due to lack of regulatory
approval in January 1992. Concurrent with the abandonment of the proposed
business combination, the Company changed its corporate name to Environmental
Protection Corporation.
The Company has had no significant operations, assets or liabilities since 1973
and, accordingly, the Company was dependent upon existing resources, management
and/or significant shareholders to provide sufficient working capital to
preserve the integrity of the corporate entity during this phase. It is the
intent of management and significant shareholders to provide sufficient working
capital necessary to support and preserve the integrity of the corporate entity.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. Cash and cash equivalents
-------------------------
For Statement of Cash Flows purposes, the Company considers all cash on
hand and in banks, including accounts in book overdraft positions,
certificates of deposit and other highly-liquid investments with maturities
of three months or less, when purchased, to be cash and cash equivalents.
2. Income taxes
------------
The Company files its own separate federal income tax return. The Company
has no net operating loss carryforwards available to offset financial
statement or tax return taxable income in future periods.
F-8
<PAGE>
ENVIRONMENTAL PROTECTION CORPORATION
NOTES TO FINANCIAL STATEMENTS - CONTINUED
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
3. Loss per share
--------------
Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of September 30, 1999, March 31, 1999 and
1998, the Company has no issued and outstanding securities, options or
warrants that would be deemed potentially dilutive in the current and
future periods.
NOTE C - COMMON STOCK TRANSACTIONS
On December 18, 1998, the Company's shareholders approved the amendment of the
Company's Articles of Incorporation to allow for the issuance of up to
100,000,000 shares of common stock with a par value of $0.001 per share. Prior
to this change, the Company had been permitted to issue up to 10,000,000 shares
of common stock with a par value of $0.01 per share. This transaction had no
effect on the issued and outstanding shares of common stock of the Company. All
references to issued and outstanding shares and their respective par value have
been changed to reflect this restatement as of the first day of the earliest
period presented in the accompanying financial statements.
On December 17, 1998, in anticipation of the approval of the December 18, 1998
action noted above, the Company's Board of Directors approved the issuance of
5,000,000 shares of unregistered, restricted $0.001 par value common stock to an
individual providing legal and other consulting services necessary to maintain
the integrity of the corporate structure and facilitate the merger with or
acquisition of an unrelated entity.
F-9
<PAGE>
<TABLE>
<CAPTION>
ENVIRONMENTAL PROTECTION CORPORATION
Balance Sheets
September 30, 1999 and 1998
(Unaudited)
September 30, September 30,
1999 1998
------------- -------------
<S> <C> <C>
ASSETS
------
Current Assets
Cash in bank $ -- $ --
--------- ---------
Total Assets $ -- $ --
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities
Accounts payable - trade $ -- $ --
--------- ---------
Total Liabilities -- --
--------- ---------
Shareholders' Equity Common stock - $0.001 par value
100,000,000 shares authorized
5,554,000 and 554,000 shares
issued and outstanding, respectively 5,554 554
Additional paid-in capital 352,163 352,163
Accumulated deficit (357,717) (352,717)
--------- ---------
Total Shareholders' Equity -- --
--------- ---------
Total Liabilities and Shareholders' Equity $ -- $ --
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
F-10
<PAGE>
<TABLE>
<CAPTION>
ENVIRONMENTAL PROTECTION CORPORATION
Statements of Operations and Comprehensive Income
Six and Three months ended September 30, 1999 and 1998
(Unaudited)
Six months Six months Three months Three months
ended ended ended ended
September 30, September 30, September 30, September 30,
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues $ -- $ -- $ -- $ --
Expenses
General and administrative expenses -- -- -- --
---------- ---------- ---------- --------
Net Loss -- -- -- --
Other Comprehensive Income -- -- -- --
---------- ---------- ---------- --------
Comprehensive Income $ -- $ -- $ -- $ --
========== ========== ---------- --------
Loss per weighted-average
share of common stock
outstanding, calculated on
net loss - basic and fully diluted nil nil nil nil
=== === === ===
Weighted-average number of
shares of common stock
outstanding - basic and
fully diluted 5,554,000 554,000 5,554,000 554,000
========== ========== ========== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
F-11
<PAGE>
ENVIRONMENTAL PROTECTION CORPORATION
Statements of Cash Flows
Six months ended September 30, 1999 and 1998
(Unaudited)
Six months Six months
ended ended
September 30, September 30,
1999 1998
------------- -------------
Cash Flows from Operating Activities
Net loss for the period $ -- $ --
Adjustments to reconcile net loss to net
cash provided by operating activities -- --
--------- ---------
Net cash provided by operating activities -- --
--------- ---------
Cash Flows from Investing Activities -- --
--------- ---------
Cash Flows from Financing Activities -- --
--------- ---------
Increase (Decrease) in Cash -- --
Cash at beginning of period -- --
--------- ---------
Cash at end of period $ -- $ --
========= =========
Supplemental Disclosure of
Interest and Income Taxes Paid
Interest paid for the year $ -- $ --
========= =========
Income taxes paid for the year $ -- $ --
========= =========
The accompanying notes are an integral part of these financial statements.
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
F-12
<PAGE>
ENVIRONMENTAL PROTECTION CORPORATION
Notes to Financial Statements
Note A - Organization and Description of Business
Environmental Protection Corporation (Company) was initially incorporated on
April 20, 1966 under the laws of the State of Minnesota as Polar Campers, Inc..
The Company was originally formed to "build, manufacture, sell, lease, own, buy
and otherwise deal with in mobile homes, campers, trailers and any other
equipment which from time to time be decided upon; to own and otherwise deal
with in real estate, and to do all things necessary and proper to accomplish
said purposes." The Company ceased all business operations during 1973 and
disposed of all assets and liabilities. The Company has been dormant since that
time.
In August 1991, in anticipation of a business combination with another entity,
the Company changed its corporate name to Access Plus, Inc. This business
combination was unsuccessful and was abandoned due to lack of regulatory
approval in January 1992. Concurrent with the abandonment of the proposed
business combination, the Company changed its corporate name to Environmental
Protection Corporation.
The Company has had no significant operations, assets or liabilities since 1973
and, accordingly, the Company was dependent upon existing resources, management
and/or significant shareholders to provide sufficient working capital to
preserve the integrity of the corporate entity during this phase. It is the
intent of management and significant shareholders to provide sufficient working
capital necessary to support and preserve the integrity of the corporate entity.
During interim periods, the Company follows the accounting policies set forth in
its audited financial statements contained elsewhere in this document. The
accompanying financial statements do not include all disclosures required by
generally accepted accounting principles. Users of financial information
provided for interim periods should refer to the annual financial information
and footnotes contained elsewhere in this document when reviewing the interim
financial results presented herein.
In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the instructions for Form 10-QSB, are unaudited and
contain all material adjustments, consisting only of normal recurring
adjustments necessary to present fairly the financial condition, results of
operations and cash flows of the Company for the respective interim periods
presented. The current period results of operations are not necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending March 31, 2000.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Note B - Summary of Significant Accounting Policies
1. Cash and cash equivalents
-------------------------
For Statement of Cash Flows purposes, the Company considers all cash on
hand and in banks, including accounts in book overdraft positions,
certificates of deposit and other highly-liquid investments with maturities
of three months or less, when purchased, to be cash and cash equivalents.
F-13
<PAGE>
ENVIRONMENTAL PROTECTION CORPORATION
Notes to Financial Statements - Continued
Note B - Summary of Significant Accounting Policies - Continued
2. Income taxes
------------
The Company files its own separate federal income tax return. The Company
has no net operating loss carryforwards available to offset financial
statement or tax return taxable income in future periods.
3. Loss per share
--------------
Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of September 30, 1999, March 31, 1999 and
1998, the Company has no issued and outstanding securities, options or
warrants that would be deemed potentially dilutive in the current and
future periods.
Note C - Common Stock Transactions
On December 17, 1998, the Company's shareholders approved the amendment of the
Company's Articles of Incorporation to allow for the issuance of up to
100,000,000 shares of common stock with a par value of $0.001 per share. Prior
to this change, the Company had been permitted to issue up to 10,000,000 shares
of common stock with a par value of $0.01 per share. This transaction had no
effect on the issued and outstanding shares of common stock of the Company. All
references to issued and outstanding shares and their respective par value have
been changed to reflect this restatement as of the first day of the earliest
period presented in the accompanying financial statements.
On December 17, 1998, the Company's Board of Directors issued 5,000,000 shares
of unregistered, restricted $0.001 par value common stock to an individual
providing legal and other consulting services necessary to maintain the
integrity of the corporate structure and facilitate the merger with or
acquisition of an unrelated entity.
F-14
CERTIFICATE OF RESTATED
-----------------------
ARTICLES OF INCORPORATION OF
----------------------------
POLAR CAMPERS, INC.
-------------------
Allan T. Quello, being thereunto duly authorized by the shareholders of all of
the issued and outstanding capital Stock of Polar Campers, Inc., does hereby
certify that he is the President and Secretary of Polar Campers, Inc., a
corporation organized and existing under the laws of the State of Minnesota;
That at a special meeting of the shareholders of said corporation, duly called
for that purpose and held on the 2nd day of August, 1991, at the hour of 1:30
P.M. at Room 100, Fidelity Bank Building, at 7600 Parklawn Ave., Edina, Minn.
55435, at which there were present in person or by proxy, a majority of the
stockholders of the common stock issued and outstanding; that at said meeting,
the following resolution was unanimously adopted by all of the common
shareholders, to wit;
RESOLVED, that the Articles of Incorporation of Polar Campers, Inc., be amended
or restated, and that authority given to the director to change the name of the
company,
AND BE IT FURTHER RESOLVED, that the officer or officers of this corporation are
directed to execute and file with the Secretary of State of the State of
Minnesota, such restated or amended Articles on behalf of this corporation.
ARTICLE I.
The name of this corporation shall be Access Plus, Inc.
ARTICLE II.
The duration of this corporation shall be perpetual.
ARTICLE III.
The purpose or purposes for which this corporation is organized are as follows:
To engage in the business of resale of long distance telephone services and
other related services locally, nationally and world wide, both for residential
and commercial use; to provide outbound 8C) service, travel cards, conference
calls, voice messaging, T-l service, and to operate a service bureau for billing
systems; to engage in general business purposes, and to do everything necessary,
proper, advisable or convenient for the accomplishment of the purposes
hereinbefore set forth, and to do all other things incidental thereto and
connected therewith, which are not forbidden by the laws under which this
corporation is organized, by other laws, or by these Articles of Incorporation.
To carry out the purposes hereinabove set forth in any state, territory,
district or possession of the United States, or in any foreign country, to the
extent that such purposes are not forbidden by the laws thereof; and in the case
of any state, territory, district or possession of the United States, or any
foreign country, in which one or more of such purposes are forbidden by law, to
limit, in any certificate for application to do business, the purpose or
purposes to carry on therein to such as are not forbidden by the laws thereof.
<PAGE>
ARTICLE IV.
This corporation shall have all powers granted to private corporations organized
for profit by said Minnesota Business Corporation Act and in furtherance, and
not in limitation, of the powers conferred by the laws of the State of Minnesota
upon corporations organized for the foregoing purposes, the corporation shall
have the power;
(1) To acquire, hold, mortgage, pledge or dispose of the sharec,
bonds, securities or other evidences of indebtness of the
United States of America, or of any domestic or foreign
corporation, and while the holder of such shares, to exercise
all privileges of ownership, including the right to vote
thereon, to the same extent as a natural person might or could
do, by the president of this corporation or by proxy appointed
by him, unless some other person, hit by resolution of the
Board of Directors, shall b~ appointed to vote such shares.
(2) To purchase or otherwise acquire on such terms and such manner
as the by-laws of this corporation may from time to time
provide, and to own and hold shares of the capital stock of
this corporation, and to re-issue the same from time to time.
(3) When and as authorized by vote of the holders of not less than
a majority of the shares e:.titled to vote, at shareholders
meetings called for that purpose, or when authorized upon the
written consent, of the holders of a majority of such shares,
to sell, lease, exchange or otherwise dispose of all, or
substantially all, of its property and assets including its
good will, upon such terms and for such consideration, which
may be money, or other instruments for the payment of money or
other property, as the Board of Directors deems exoedient or
advisable.
(4) To acquire hold, lease, encumber, convey or otherwise dispose
of, either alone or in conjunction with others, real and
personal property by will or gift.
(5) To enter into any lawful arrangement for sharing profits,
union of interest, reciprocal association or cooperative
association with any corporation, association, partnership,
individual or other legal entity for the carrying on of any
business, the purpose of which is similar to the purposes set
forth in Article III of these Articles of Incorporation, and,
insofar as it is lawful, to enter into any general or limited
partnership, the purpose of which is similar to such purposes.
<PAGE>
ARTICLE V.
The agreement for consolidation or merger with one or more foreign or dcmestic
corporations may be authorized by vote of the holders of a majority of the
shares entitled to vote.
ARTICLE VI.
The location and post office address of the registered office of this
corporation in the State of Minnesota is: 401 16th Ave. N.W. Rochester,
Minnesota, 55901
ARTICLE VII.
The aggregate number of shares which this corporation shall have authority to
issue is. 10,000,000 shares with a par value of $.0l per share, having an
aggregate par value of $100,000.00 which shall be known as "common stock".
(a) The holders of the common stock shall be entitled to receive,
when and as declared by the Board of Directors, out of
earnings or surplus legally available therefor, dividends
payable either in cash or in property or in shares of the
capital stock of the corporation.
(b) The common stock may be allotted as and when the Board of
directors shall determine, and under and pursuant to the laws
of the State of Minnesota, and the Board :of Directors shall
have the power to fix or alter from time to time, in respect
to shares then unallotted, any or all of the following; the
dividend rate; the redemption price; the liquidation price;
the conversion rights; and the sinking or purchase fund rights
of shares of any class or of any series of any class. The
Board of directors shall also have the power to fix the terms,
provisions and conditions of options, to purchase or subscribe
for shares of any class or classes, including the price and
conversion basis thereof, and to authorize the issuance
thereof.
(c) No holder of stock of the corporation shall be entitled to any
cumulative voting rights.
(d) No holder of stock of the corporation shall have any
preferential, pre-emptive or other right of subscription to
any shares of any class of stock of the corporation allotted
or sold, or be be allotted or sold, and now or hereafter
authorized, or to any obligations convertible into stock of
the corporation of any class, no any right of subscription to
any part thereof.
<PAGE>
(e) The transfer of stock may be restricted by an agreement signed
by the holders of a majority of the shares entitled to vote.
Said agreement will be retained as part of the corporate
records.
ARTICLE VIII.
The amount of stated capital of this corporation at the time of the adoption of
the re--stated Articles is $110,494.00
ARTICLE IX.
Meetings of shareholders, whether annual or special, shall be held at the
registered office of the corporation at such time and date as may be fixed by
the By--Laws, or at any other place or consented to in writing by all of the
shareholders entitled to vote thereat.
ARTICLE X.
Section 1. The business of this cornoration shall be managed by a
Board of Directors, who shall be elected at the annual meeting of the
shareholders, provided, however, the vacancies in the Board of Directors may be
filled by the remaining directors, and each person so elected shall be a
director until his successor is elected at an annual meeting of the shareholders
or at a special meeting duly called therefore. Until otherwise fixed by the
by-laws, the Board of Directors shall consist of three (3) to nine (9) members;
a director need not be a shareholder.
Section 2. The Board of Directors shall have the authority to make and
alter By--Laws, subject to the power of the shareholders to change or repeal
such By-Laws, provided, however, that the Board shall not make or alter any
By--law fixing the number, qualification or term of office of the directors.
Section 3. (1). No person shall be liable to the corporation for any
loss or damage suffered by it on account of any dction taken or omitted to be
taken by him as a director or officer of the corporation in good faith, if such
person (i) exercised or used the same degree of care and skill as a prudent man
would have exercised or used under the circumstances in the conduct of his own
affairs, or (ii) took, or omitted to take such action in reliance upon advice of
counsel for the corporation or upon statements made or information furnished by
officers or employees of the corporation which he had reasonable grounds to
believe or upon a financial statement of the corporation prepared by an officer
or employee of the corporation in charge of its accounts or certified by a
public accountant or firm of public accountants.
<PAGE>
(2). The corporation shall indemnify any and all persons who may serve
at any time as directors or officers, who, at the request of the Board of
Directors of the corporation may serve or at any time have served as directors
or officers of another corporation in which the corporation at such time owned
or any own shares of stock or of which it was or may be a creditor, and their
respective heirs, administrators, successors and assigns', against any and all
expenses, including amounts paid upon judgments, counsel fees and amounts paid
in settlement (before or after suit is commenced), actually and necessarily
incurred by such persons in connection with the defense or settlement of any
claim, action, suit or proceeding, in which they, or any of them are made
parties, or a party, or which may be asserted against them or any of them by
reason of being or having been directors or officers or a director or officer of
the corporation, or if such other corporation, except in relating to matters as
to which any director or officer or former director or officer or person shall
be adjudged in any action, suit or proceedin; to be liable for his own
negligence or misconduct in the performance of duty. Such indemnification shall
be in addition to any other right to which those indemnified may he entitles
under any law, by--laws, agreement, vote of stockholders or otherwise.
Section 4. The name and post office addresses of the persons who are
directors of this corporation at the time of the adopting of the re-stated
Articles are:
Bruce W. Nihart 6625 5th Ave. So. Richfield, Minn. 55423
Roger E. Olson P.O. Box 7, Glenville, Minn. 56036
Howard A. Scott 411 1st Ave., Albert Lea, Minn. 56007
Armand Evans 2076 Copeland Rd., Maple Plain, Minn. 55359.
ARTICLE XI.
Any provision contained in these Restated Articles of Incorporation may be
amended soley by the affirmative vote of the holders of a majority of the
stockholders entitled to vote.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day of September, 1991.
By: Allan T. Quello
- - -------------------
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
On this 3rd day of September, 1991, personally appeared before me, a notary
public, Allan T. Quello, to me personally known, who, being by me duly sworn,
did say that he is the President of Polar Campers, Inc., the corporation named
in the foregoing Certificate of Restated Articles, and that he acknowledged that
he signed said instrument on behalf of the corporation by authority of its Board
of Directors, and that said Allan T. Quello acknowledged said instrument to be
the free act and deed of said corporation.
Denise L. Powell [Notary Seal]
- - ----------------
Notary Public
<PAGE>
File in the Office of the Minnesota
Secretary of State January 25, 1992
AMENDMENT OF ARTICLES OF INCORPORATION
Corporate Name: Access Plus, Inc.
This amendment is effective on the day it is filed with the Secretary of State,
unless you indicate another date, no later than 30 days after filing with the
Secretary of State, in this box:
January 25, 1992
The following amendments of articles or modifications to the statutory
requirements regulating the above corporation were adopted: (Insert full text of
newly amended or modified article (s), indicating which article (s) is (are)
being amended or added. If the full text of the amendment will not fit in the
space provided, please do not use this form. Instead retype the amendment on a
separate sheet or sheets using this format.)
Article I. The name of the corporation shall be Environmental Protection
Corporation.
Article II. The purpose or purposes for which this corporation will be
re-organized shall be to engage in general business purposes,
and to do everything necessary, proper, advisable or
convenient for the accomplishment of the purposes hereinbefore
set forth, and to do all other things incidental thereto and
therewith connected, which are not forbidden by the laws under
which this corporation is organized, by other laws, or by
these Articles of Incorporation.
Article III. The location and post office address of the registered office
of this corporation in the State of Minnesota is: 12300
Orchard Rd., Minnetonka, Minnesota, 55305.
This amendment has been approved pursuant to chapter 302A, Minnesota Statutes.
I certify that I am authorized to execute this amendment and further certify
that I understand that by signing this amendment, I am subject to the penalties
of perjury as set forth in section 609.48 as if I had signed this amendment
under oath.
Allan T. Quello
---------------
<PAGE>
Filed in the Office of the Minnesota
Secretary of State December 29, 1998
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
ENVIRONMENTAL PROTECTION CORPORATION
We the undersigned, William C. Nichols President and Chief Executive Officer and
Paula Nichols Secretary of Environmental Protection Corporation, a corporation
duly organized and existing under and by virtue of the laws of Minnesota, do
hereby certify that at an Annual Meeting of shareholders of said corporation
duly called and held on December 18, 1998 at 4:00 p. m. on said day, that the
following Resolutions were duly adopted by a majority of said shareholders.
RESOLVED THAT Article VII of the Articles of Incorporation be amended by
deleting it in its entirety and substituting the following:
ARTICLE VII
1. AUTHORIZED CAPITAL. The total capitalization of this Company shall be
100,000,000 shares of the par value of $0.001 per share, all of which shall be
of one class of common stock.
RESOLVED that Article VIII of the Articles of Incorporation be amended by adding
a new Section 8.
Section 8. If the Minnesota Statutes are hereinafter amended to
authorize further elimination or limitation of the liability of
Directors, then the liability of a Director of the Company shall be
eliminated or limited to the fullest extent permitted by Minnesota
Statutes.
Such indemnification shall be in addition to any other rights which
those indemnified may have under any law, agreement or resolution of
the Board of Directors or stockholders of the Corporation. The
Corporation shall purchase and maintain insurance on behalf of any such
directors, officers, employees or agents, to the extent that it shall
have power to do so by statute.
RESOLVED that the Articles of Incorporation be amended by adopting a new Article
XII.
ARTICLE XII
1. The provisions relating to the Control Share Voting provisions of
the Minnesota Business Corporation Act, as amended, and any successor provisions
shall not apply to the Corporation
2. The provisions relating to the Business Combination Act, as
amended, and any successors provisions shall not apply to the Corporation.
These amended Articles of Incorporation have been approved pursuant to Chapter
302A Minnesota Statutes. The undersigned certify that they are authorized to
execute these amended Articles of Incorporation and further certify that they
understand that by signing these Amended Articles of Incorporation, they are
subject to the penalties of perjury as set forth in Section 609.48,as if they
had signed these Articles under oath.
Dated: December 18, 1998 /s/ William C. Nichols
----------------------
William C. Nichols
/s/ Paula Nichols
----------------------
Paula Nichols
By-Laws
of
POLAR HOMES INC.
A Corporation duly organized under
the Laws of the State of Minnesota
ARTICLE I
---------
OFFICES
-------
Section 1. The Registered Office of the Corporation shall be at RR
Lakeville in the Town of New Market, County of Scott, State of Minnesota, and
the Corporation shall have other offices at such places as the Board of
Directors may from time to time determine. Amended to 12212 12th Ave. South,
Burnsville, Dakota County, Minnesota
ARTICLE II
----------
SHAREHOLDERS' MEETING
---------------------
Section 1. PLACE. All meetings of the shareholders shall be held at
the Registered Office of the Corporation or at such other place designated by
the Board of Directors or consented to in writing by all of the shareholders
entitled to vote thereat.
Section 2. TIME. An annual meeting of the shareholders, after the
year 1966, shall be held on the 2nd Monday of April in each year; or if that
date shall fall upon a holiday, then on the next succeeding business day, at
5:00 o'clock P.M., when they shall elect by a majority vote a Board of
Directors. (Except as otherwise provided in the articles, pursuant to provisions
of Section 301.26, Subdivisions 4 and 12, of Minnesota Statutes 1945, directors
other than those constituting the first board shall be elected by the
shareholders in accordance with the relative voting rights granted to the shares
of each class by the articles.)
Section 3. NOTICE OF MEETINGS. Written notice stating the place, day
and hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called shall be mailed or personally delivered
not less than five days prior to the date of the meeting, by the Secretary, to
each shareholder of record entitled to vote at such meeting. Waiver by a
shareholder of notice of a shareholder's meeting, signed by him, whether before
or after the time of such meeting, shall be equivalent of the giving of such
notice..In the case of adjournment of a meeting from time to time, no further
notice of the adjourned meeting shall be necessary if an announcement is made at
the meeting where the adjournment is had, specifying the place, day and hour of
the adjourned meeting.
<PAGE>
Section 4. SPECIAL MEETINGS. Special meetings of the shareholders
may be called at any time upon request of the President, any Vice President or a
majority of the members of the Board of Directors, or upon a request in writing
to the President, any Vice President or the Board of Directors by one or more
shareholders holding not less than one-tenth of the voting power of the
shareholders.
Section 5. QUORUM. The presence, in person or by proxy, of the
holders of a majority of the shares entitled to vote at the meeting shall
constitute a quorum for the transaction of business. In the absence of a quorum
any given meeting may be adjourned from time to time. The shareholders present
at a duly called or held meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. The President, or in his absence, the Vice President or any other person
designated from time to time, by the Board of Directors shall preside at all
meetings of the shareholders.
Section 6. Business transacted at all special meetings shall be
confined to the purposes stated in the call.
ARTICLE III
-----------
BOARD OF DIRECTORS
------------------
Section 1. ELECTION OF DIRECTORS. The property and business of this
Corporation shall be managed by its Board of Directors, which shall not be less
than three (3) in number and not more than five (5). They shall be elected at
the annual meeting of the shareholders, by majority vote and each Director shall
be elected to serve for one year or until his successor shall have been elected
and qualified. Except as otherwise provided in the articles pursuant to
provisions of Section 301.26, Subdivisions 4 and 12, of the Minnesota Statutes
1945, Directors, other than those constituting the first board, shall be elected
by the shareholders in accordance with the relative voting rights granted to the
shares of each class by the articles. Provided, however, the total number of
shareholders shall be less than three, included beneficial shareholders, the
board may consist of a number of directors not less than a number of such
shareholders.
Section 2. VACANCIES. Any vacancy occurring in the Board of
Directors, may be filled by the affirmative vote of a majority of the remaining
Directors or by election at a meeting of shareholders. A Director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office.
<PAGE>
Section 3. MEETINGS AND NOTICE. The Board of Directors shall meet
each year immediately after the annual meeting of shareholders, and at the same
place as the meeting of shareholders. No notice either to old or new members of
the Board of Directors shall be required for such annual meeting or for any
regular meeting of the directors fixed from time to time by resolution of a
majority of the Board of Directors. Other meetings of the Board of Directors may
be held upon three days written notice upon the call of the President or any
Director. Notice may be waived in writing before or after the time of such
meeting, and attendance of a Director at a meeting shall constitute a waiver of
notice thereof. Neither the business to be transacted at, nor the purpose of,
any meeting need be specified in the notice of such meeting.
Section 4. QUORUM. At all meetings of the Board, a majority of the
Directors shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the Directors present at
any meeting at which there is a quorum, shall be the act of the Board of
Directors. Provided, however, that if any vacancies exist for any reason, the
remaining Directors shall constitute a quorum for the filling of such vacancies.
Section 6. ORDER OF BUSINESS. The Board of Directors may from time
to time determine the order of business at their meetings. The usual order of
business at such meeting shall be as follows:
1. The meeting is called to order by the President at the time and on
the date of the meeting.
2. Roll call -- quorum being present the meeting proceeds with
business.
3. Reading by Secretary of minutes of previous meeting and their
consideration and approval.
4. Report of officers.
5. Report of committees.
6. Consideration of communications.
7. Unfinished business.
8. New business.
9. Motion to adjourn
<PAGE>
ARTICLE IV
----------
POWER OF DIRECTORS
------------------
Section 1. ISSUANCE OF SHARES. The Board of Directors are authorized
and directed to issue shares of the Corporation, to the full amount authorized
by the Articles of Incorporation in such amounts and at such times as may be
determined by the Board and as permitted by law.
Section 2. TRANSFER OF SHARES. Transfer of shares shall be made on
the books of the Corporation only by the person named in the certificate or by
attorney, lawfully constituted in writing and upon surrender of the certificate
therefor, properly endorsed.
Section 3. CLOSING OF BOOKS. The Board of Directors may fix a time
not exceeding forty days preceding the date of any meeting of shareholders, as a
record date for the determination of the shareholders entitled to notice of and
to vote at such meeting, notwithstanding any transfer of any shares on the books
of the Corporation after any record date so fixed. The Board of Directors may
close the books of the Corporation against transfer of shares during the whole
or any part of such period.
Section 4. OTHER POWERS. In addition to the powers and authorities
conferred upon them by these By-Laws, the Board of Directors shall have the
power to do all lawful acts necessary and expedient to the conduct of the
business of this Corporation, that are not conferred upon the shareholders, by
these By-Laws, or by the Articles of Incorporation, or by Statute.
ARTICLE V
---------
OFFICERS
--------
Section 1. THE BOARD OF DIRECTORS at its first meeting and at its
first meeting after each annual meeting of Shareholders shall elect a President
from its own number, and the Board shall also annually elect a Vice-President, a
Secretary and a Treasurer, none of whom need be a member of the Board. The
President shall hold office until his successor is elected notwithstanding an
earlier termination of his office as director. A Vice-President who is not a
director may not succeed to the office of President.
Section 2. OTHER OFFICERS. The Board may appoint such other officers
and agents as it shall deem necessary, from time to time, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.
<PAGE>
Section 3. TERMS OF OFFICE. The Officers of the Corporation shall
hold office for one year or until their successors are chosen and qualify in
their stead. Notwithstanding and earlier termination of their office as
Directors, any officer elected or appointed by the Board of Directors, any
officer elected or appointed by the Board of Directors may be removed by the
affirmative vote of a majority of the whole Board of Directors with or without
cause.
Section 4. SALARIES. The salaries of all officers and agents of the
Corporation shall be determined by the Board of Directors.
Section 5. PRESIDENT. (a) The President shall be the chief executive
officer of the Corporation; he shall preside at all meetings of the Shareholders
and Directors; he shall have general active management of the business of the
Corporation, and shall see that all orders and resolutions of the Board are
carried into effect. (b) He shall execute all bonds, mortgages and other
contracts. (c) He shall be Ex-officio a member of all standing committees, and
shall have the general powers and duties of supervision and management usually
vested in the office of President of a Corporation.
Section 6. VICE PRESIDENT. The Vice President shall, in the absence
or disability of the President, perform the duties and exercise the powers of
the President, and shall perform such other duties as the Board of Directors
shall prescribe.
Section 7. SECRETARY. The Secretary shall attend all sessions of the
Board of Directors and all meetings of the Shareholders and record all votes and
the minutes of all proceedings in a book kept for that purpose; and shall
perform like duties for the standing committees when required. He shall give, or
cause to be given, notice of all meetings of the Shareholders and of the Board
of Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or President, under whose supervision he shall be. He shall
be sworn to the faithful discharge of his duty. He shall keep in safe custody
the seal of the corporation, and when authorized by the Board, affix the same to
any instrument requiring it.
Section 8. TREASURER. (a) The Treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate account 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. (b) He shall disburse the funds of the Corporation as may be ordered
by the Board, taking the proper vouchers for such disbursements, and shall
render to the President and Directors, at the regular meetings of the Board, or
Treasurer and of the financial condition of the Corporation. (c) He shall give
the Corporation a bond if required by a majority of the Board of Directors, in
such amount as they may determine, and with one or more sureties satisfactory to
the Board, for the faithful performance of the duties of his office, and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property,
of whatever kind in his possession or under his control, belonging to the
Corporation.
<PAGE>
Section 9. None of the officers of said Corporation shall sign any
notes or bonds for others without first securing the written consent of the
other officers of the said Corporation.
Section 10. VACANCIES. If the office of any Director or any officer
or agent becomes vacant by reason of death, resignation, retirement,
disqualification, removal from office or otherwise, the Directors then in
office, although less than a quorum, by a majority vote, may choose a successor
or successors, who shall hold office for the unexpired term in respect of which
such vacancy occurred.
Section 11. EXECUTIVE COMMITTEE. The Board of Directors may, by
unanimous affirmative action of the entire Board, designate two or more of their
number to constitute and executive committee, which, to the extent determined by
unanimous affirmative action of the entire Board, shall have and exercise the
authority of the Board in the management of the business of the Corporation. Any
such executive committee shall act only in the interval between meetings of the
Board, and shall be subject at all times to the control and direction of the
Board.
Section 12. SEAL. This corporation shall have no seal.
ARTICLE VI
----------
CERTIFICATE OF SHARES
---------------------
Section 1. The certification of shares of this Corporation shall be
in a form approved by the Directors to comply with the statues and shall be
registered in the books of the Corporation as they are issued. They shall
exhibit the holder's name, number of shares and shall be signed by the President
or Vice President and the Secretary.
Section 2. LOST CERTIFICATES. Any Shareholder claiming a certificate
of shares to be lost or destroyed shall make and affidavit or affirmation of
that fact in such form as the Board of Directors may require, and shall, if the
Directors so require, give the Corporation a bond of indemnity in form and with
one or more sureties satisfactory to the Board, in at least double the value of
the shares represented by said certificate, whereupon a new certificate may be
issue of the same tenor and for the same number of shares an the one alleged to
have been lost or destroyed.
<PAGE>
ARTICLE VII
-----------
Section 1. INSPECTION OF BOOKS. Shareholders shall be permitted to
inspect the books of the Corporation at all reasonable times.
Section 2. CHECKS. All checks and notes of the Corporation shall be
signed by the Treasurer and countersigned by either the President or Vice
President or by such other officers or agents as may from time to time be
designated by resolution of the Board of Directors.
Section 3. THE FISCAL YEAR shall begin the first day of April of each
year.
Section 4. DIVIDENDS OF THE CORPORATION, when earned, may be declared
by the Board of Directors at any regular or special meeting. Before payment of
any dividends or making any distribution of profits, there may be set aside out
of the earned surplus of the Corporation such sum or sums as the Directors from
time to time in their absolute discretion think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or foe such purpose as the Directors shall think
conducive to the best interests of the Corporation.
Section 5. DIRECTORS' ANNUAL STATEMENT. The Board of Directors
shall, at each annual meeting and when called for by vote of Shareholders,
present a full and clear statement of business and condition of the Corporation.
Section 6. AMENDMENTS TO BY-LAWS. These By-Laws may be amended or
altered by the vote of a majority of the whole Board of Directors at any
meeting, provided that notice of such proposed amendments shall have been given
in the notice given to the Directors of such meeting. Such authority in the
Board of Directors is subject to the powers of the Shareholder to change or
repeal such By-Laws by a majority vote of the Shareholders present and
represented at any annual meeting or at any special meeting called for that
purpose, and the Board of Directors shall not make or alter any By-Laws fixing
their number, qualification or term of office.
<PAGE>
ARTICLE VIII
------------
The Corporation may be wound up and dissolved either voluntarily or
involuntarily. If the proceedings are voluntary, they may be conducted either
out of court or subject to the supervision of the court. If voluntary, they
shall be subject to the supervision of the court.
Voluntary proceedings for dissolution may be instituted whenever a resolution
therefore is adopted by the holders of at least two-thirds of the voting power
of all stockholders at a shareholders meeting duly called for that purpose.
The resolution may provide that the affairs of the corporation shall be wound up
out of court, in which case the resolution shall designate a trustee or trustees
to conduct the winding up, and may provide a method for filling vacancies in the
office of the trustee; but such appointment shall not be operative until a
certificate, setting forth the resolution and the manner of adoption thereof,
signed and acknowledged by the President or the Vice President and by the
Secretary or Assistant Secretary, shall be filed for record with the Secretary
of State.
As adopted in the first meeting of the Board of Directors on April 28, 1966.
/s/ John R. Greaves
---------------------
John R. Greaves
I, BERNICE KLICHE, Secretary of Polar Campers Inc., hereby certify that the
foregoing are true and correct By-Laws of Polar Campers Inc. this 15th day of
November, 1968.
/s/ Bernice Kliche
---------------------
Bernice Kliche
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