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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-SB
General Form for Registration of Securities
of Small Business Issuers Under Section 12(g)
of the Securities Exchange Act of 1934
LIEGE HOLDING, INC.
- --------------------------------------------------------------------------------
(Name of Small Business Issuer in its charter)
FLORIDA 65-0910698
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
120 N. U.S. Highway One
Suite 100
Tequesta, FL 33469
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (561) 747-0244
------------------
Securities to be registered under Section 12(g) of the Act:
Title of each class Name of each exchange on which each
to be so registered class is to be registered
------------------- ------------------------------------
-NONE-
Securities to be registered under Section 12(g) of the Act:
COMMON STOCK $.001 PAR VALUE
(Title of Class)
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TABLE OF CONTENTS
<TABLE>
<S> <C>
PART I ...................................................................... 1
ITEM 1. DESCRIPTION OF BUSINESS ......................................... 1
ITEM 2. PLAN OF OPERATION ............................................... 6
ITEM 3. DESCRIPTION OF PROPERTY ......................................... 10
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .. 11
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS .... 11
ITEM 6. EXECUTIVE COMPENSATION .......................................... 14
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .................. 15
ITEM 8. DESCRIPTION OF SECURITIES ....................................... 15
PART II ..................................................................... 15
ITEM 1. MARKET FOR COMMON EQUITIES AND RELATED STOCKHOLDER MATTERS ...... 15
ITEM 2. LEGAL PROCEEDINGS ............................................... 17
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ................... 17
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES ......................... 17
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS ....................... 17
PART F/S .................................................................... 18
FINANCIAL STATEMENTS ..................................................... F-1
PART III .................................................................... 19
ITEM 1. INDEX TO EXHIBITS ............................................... 19
</TABLE>
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
Liege Holding Inc. (the "Company" or "Registrant"), was incorporated
under the laws of the State of Florida on March 22, 1999, for the purpose of
engaging in any lawful activity as stated in the Articles of Incorporation. See
Exhibit 2(i) at E-1. The Bylaws of the Company are included as Exhibit 2(iv,
Page E-7.
The Articles of Incorporation were amended on July 12, 1999 to increase
authorization of capital stock and were subsequently amended on December 13,
1999 for the purpose of:
(1) Providing for authorized capital stock of 50,000,000 shares,
voting common stock at a par value of $.001 per share; and
(2) Allowing for seven (7) directors of the Company.
See Exhibit 2(ii) at E-4.
The only activities undertaken by the Company since its inception has
been the issuing of 1,000,000 shares of the Company's common stock to its
original shareholders, which stock was issued in exchange for aggregate cash
consideration of $1,000.00(average price of $0.001 per share), which shares are
presently held by 2 persons. As such, the Company can be defined as a "shell"
company, whose sole purpose at this time is to locate and consummate a merger or
acquisition with a private entity. See "Item 2 - Plan of Operation" for a more
detailed description of the proposed business plan of the Company.
The Company is filing this registration statement on a voluntary basis
because the primary attraction of the Company as a merger partner or acquisition
vehicle will be its status as a public company. Any business combination or
transaction will likely result in a significant issuance of shares and
substantial dilution to present stockholders of the Company.
The proposed business activities described herein classify the Company
as a "blank check company" as defined in the Securities Act of 1933, as amended,
Section 7(b)(3), with the exception that this registration does not involve any
offering of the Company common stock. Many states have enacted statutes, rules
and regulations limiting the sale of securities of "blank check" companies in
their respective jurisdictions. Management does not intend to undertake any
efforts to cause a market to develop in the Company's securities until such time
as the Company has successfully implemented its business plan described herein.
Relevant thereto, each shareholder of the Company has executed and delivered a
"lock-up" letter agreement, affirming that they shall not sell their respective
shares of the Company's common stock until such time as the Company has
successfully
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consummated a merger or acquisition and the Company is no longer classified as a
"blank check" company. In order to provide further assurances that no trading
will occur in the Company's securities until a merger or acquisition has been
consummated, each shareholder has agreed to place their respective stock
certificate with the Company's legal counsel, Ledyard H. DeWees, who will not
release these respective certificates until such time as legal Counsel has
confirmed that a merger or acquisition has been successfully consummated.
However, while management believes that the procedures established to preclude
any sale of the Company's securities prior to closing of a merger or acquisition
will be sufficient, there can be no assurances that the procedures established
relevant herein will unequivocally limit any shareholder's ability to sell their
respective securities before such closing.
The Company's business is subject to numerous risk factors, including
the following:
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The Company has had
a limited operating history and has not generated any revenues or earnings from
operations. The Company has no significant assets or financial resources. The
Company will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss which
will increase conti-nuously until the Company can consummate a business
combination with a profitable business opportunity. There is no assurance that
the Company can identify such a business opportunity and consummate such a
business combination.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The success of the
Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified business
opportunity. While management intends to seek business combinations with
entities having established operating histories, there can be no assurance that
the Company will be successful in locating candidates meeting such criteria. In
the event the Company completes a business combination, of which there can be no
assurance, the success of the Company's operations may be dependent upon
management of the successor firm or venture partner firm and numerous other
factors beyond the Company's control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS.
The Company is and will continue to be an insignificant participant in the
business of seeking mergers with, joint ventures with and acquisitions of small
private and public entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers and
acquisitions of companies which may be desirable target candidates for the
Company. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than the Company and,
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consequently, the Company wil1 be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. Moreover, the Company will also compete in seeking merger or
acquisition candidates with numerous other small public companies.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO
STANDARDS FOR BUSINESS COMBINATION. The Company has no arrangement, agreement or
understanding with respect to engaging in a merger with, joint venture with or
acquisition of, a private or public entity. There can be no assurance the
Company will be successful in identifying and evaluating suitable business
opportunities or in concluding a business combination. Management has not
identified any particular industry or specific business within an industry for
evaluation by the Company. There is no assurance the Company will be able to
negotiate a business combination on terms favorable to the Company. The Company
has not established a specific length of operating history or a specified level
of earnings, assets, net worth or other criteria which it will require a target
business opportunity to have achieved, and without which the Company would not
consider a business combination in any form with such business opportunity.
Accordingly, the Company may enter into a business combination with a business
opportunity having no significant operating history, losses, limited or no
potential for earnings, limited assets, negative net worth or other negative
characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. While seeking
a business combination, management anticipates devoting up to twenty hours per
month to the business of the Company. None of the Company's officers has entered
into a written employment agreement with the Company and none is expected to do
so in the foreseeable future. The Company has not obtained key man life
insurance on any of its officers or directors. Notwithstanding the combined
limited experience and time commitment of management, loss of the services of
any of these individuals would adversely affect development of the Company's
business and its likelihood of continuing operations. See "Management."
CONFLICTS OF INTEREST - GENERAL. Officers and directors of the Company
may in the future participate in business ventures which could be deemed to
compete directly with the Company. Additional conflicts of interest and
non-arms-length transactions may also arise in the future in the event the
Company's officers or directors are involved in the management of any firm with
which the Company transacts business. Management has adopted a policy that the
Company will not seek a merger with, or acquisition of, any entity in which
management serve as officers, directors or partners, or in which they or their
family members own or hold any ownership interest.
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Sections 13
and 15(d) of the Securities Exchange Act of 1934 (the
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"Exchange Act") , require companies subject thereto to provide certain
information about significant acquisitions, including certified financial
statements for the company acquired, covering one, two, or three years,
depending on the relative size of the acquisition. The time and additional costs
that may be incurred by some target entities to prepare such statements may
significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the 1934 Act are
applicable.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company has
neither conducted, nor have others made available to it, results of market
research indicating that market demand exists for the transactions contemplated
by the Company. Moreover, the company does not have, and does not plan to
establish, a marketing organization. Even in the event demand is identified for
a merger or acquisition contemplated by the Company, there is no assurance the
Company will be successful in completing any such business combination.
LACK OF DIVERSIFICATION. The Company's proposed operations, even if
successful, will in all likelihood result in the Company engaging in a business
combination with a business opportunity. Consequently, the Company's activities
may be limited to those engaged in by business opportunities which the Company
merges with or acquires. The Company's inability to diversify its activities
into a number of areas may subject the Company to economic fluctuations within a
particular business or industry and therefore increase the risks associated with
the Company's operations.
REGULATION. Although the Company will be subject to regulation under
the Securities Exchange Act of 1934, management believes the Company will not be
subject to regulation under the Investment Company Act of 1940, insofar as the
Company will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business combinations which
result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of such Act
would subject the Company to material adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination
involving the issuance of the Company's Common Shares will, in all likelihood,
result in shareholders of a private company obtaining a controlling interest in
the Company. Any such business
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combination may require management of the Company to sell or transfer all or a
portion of the Company's Common Shares held by them, or resign as members of the
Board of Directors of the Company. The resulting change in control of the
Company could result in removal of one or more present officers and directors of
the Company and a corresponding reduction in or elimination of their
participation in the future affairs of the Company.
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION.
The Company's primary plan of operation is based upon a business combination
with a private concern which, in all likelihood, would result in the Company
issuing securities to shareholders of any such private company. The issuance of
previously authorized and unissued Common Shares of the Company would result in
reduction in percentage of shares owned by present and prospective shareholders
of the Company and may result in a change in control or management of the
Company.
DISADVANTAGES OF BLANK CHECK OFFERING. The Company may enter into a
business combination with an entity that desires to establish a public trading
market for its shares. A business opportunity may attempt to avoid what it deems
to be adverse consequences of undertaking its own public offering by seeking a
business combination with the Company. Such consequences may include, but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering, loss of voting control to public shareholders
and the inability or unwillingness to comply with various federal and state laws
enacted for the protection of investors.
TAXATION. Federal and state tax consequences will, in all likelihood,
be major considerations in any business combination the Company may undertake.
Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory requirements of a tax-free reorganization or that the
parties will obtain the intended tax-free treatment upon a transfer of stock or
assets. A nonqualifying reorganization could result in the imposition of both
federal and state taxes which may have an adverse effect on both parties to the
transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS
OPPORTUNITIES. Management of the Company believes that any potential business
opportunity must provide audited financial statements for review, for the
protection of all parties to the business combination. One or more attractive
business opportunities may choose to forego the possibility of a business
combination with the Company, rather than incur the expenses associated with
preparing audited financial statements.
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ITEM 2. PLAN OF OPERATION
The Company intends to seek to acquire assets or shares of an entity
actively engaged in business which generates revenues, in exchange for its
securities. The Company has no particular acquisitions in mind and has not
entered into any negotiations regarding such an acquisition. None of the
Company's officers, directors, promoters or affiliates have engaged in any
preliminary contact or discussions with any representative of any other company
regarding the possibility of an acquisition or merger between the Company and
such other company as of the date of this registration statement.
The Company's Board of Directors intends to provide the Company's
shareholders with complete disclosure documentation concerning a potential
business opportunity and the structure of the proposed business combination
prior to consummation of the same, which disclosure is intended to be in the
form of a proxy or information statement. While such disclosure may include
audited financial statements of such a target entity, there is no assurance that
such audited financial statements will be available. The Board of Directors does
intend to obtain certain assurances of value of the target entity assets prior
to consummating such a transaction, with further assurances that an audited
statement would be provided within sixty days after closing of such a
transaction. Closing documents relative thereto will include representations
that the value of the assets conveyed to or otherwise so transferred will not
materially differ from the representations included in such closing documents,
or the transaction will be voidable.
The Company has no full time employees. The Company's officers and
directors have agreed to allocate a portion of their time to the activities of
the Company, without compensation. These officers and directors anticipate that
the business plan of the Company can be implemented by their devoting an
aggregate of approximately 20 hours per month to the business affairs of the
Company and, consequently, conflicts of interest may arise with respect to the
limited time commitment by such officers. See "Management - Resumes."
The Company's officers and directors may, in the future, become
involved with other companies who have a business purpose similar to that of the
Company. As a result, additional potential conflicts of interest may arise in
the future. If such a conflict does arise and an officer or director of the
Company is presented with business opportunities under circumstances where there
may be a doubt as to whether the opportunity should belong to the Company or
another "blank check" company they are affiliated with, they will disclose the
opportunity to all such companies. If a situation arises in which more than one
company desires to merge with or acquire that target company and the principals
of the proposed target company have no
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preference as to which company will merger or acquire such target company, the
company which first filed a registration statement with the Securities and
Exchange Commission will be entitled to proceed with the proposed transaction.
GENERAL BUSINESS PLAN
The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of an
Exchange Act registered corporation. The Company will not restrict its search to
any specific business, industry, or geographical location and the Company may
participate in a business venture of virtually any kind or nature. This
discussion of the proposed business is purposefully general and is not meant to
be restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities. Management anticipates that it may
be able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources. See Item F/S,
"Financial Statements." This lack of diversification should be considered a
substantial risk to shareholders of the Company because it will not permit the
Company to offset potential losses from one venture against gains from another.
The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
The Company may acquire assets and establish wholly-owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
The Company has, and will continue to have, minimal capital with which
to provide the owners of business opportunities with any significant cash or
other assets. However, management believes the Company will be able to offer
owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in a publicly registered company without incurring the cost
and time required to become publicly registered on its own accord. The owners of
the business opportunities will, however, incur significant legal and accounting
costs, including the costs of preparing Form 8-Ks, 10Ks or 10-KSBs, agreements
and related reports and documents. The Securities Exchange Act of 1934
specifically requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited financial
statements to be included within the numerous filings relevant to complying with
the 34 Act. Nevertheless, the officers and directors of the Company have not
conducted market research and are not aware of statistical data which would
support the perceived benefits of a merger or acquisition transaction for the
owners of a business opportunity.
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The analysis of new business opportunities will be undertaken by, or
under the supervision of, the officers and directors of the Company, none of
whom is a professional business analyst. Management intends to concentrate on
identifying preliminary prospective business opportunities which may be brought
to its attention through present associations of the company's officers and
directors, or by the Company's shareholders or its legal counsel or other
professional persons with whom the Company or its principals associate. In
analyzing prospective business opportunities, management will consider such
matters as the available technical, financial and managerial resources; working
capital and other financial requirements; history of operations, if any;
prospects for the future; nature of present and expected competition; the
quality and experience of management services which may be available and the
depth of that management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the Company; the potential for
growth or expansion; the potential for profit; the perceived public recognition
of acceptance of products, services, or trades; name identification; and other
relevant factors. Officers and directors of the Company will meet personally
with management and key personnel of the business opportunity as part of their
investigation. To the extent possible, the Company intends to utilize written
reports and personal investigation to evaluate the above factors. The Company
will not acquire or merge with any company for which audited financial
statements cannot be obtained within a reasonable period of time after closing
of the proposed transaction.
Management of the Company, while not especially experienced in matters
relating to the business of the Company, shall rely upon their own efforts in
accomplishing the business purposes of the Company. It is not anticipated that
any outside consultants or advisors, other than the Company's legal counsel and
accountants, will be utilized by the Company to effectuate its business purposes
described herein. There have been no contracts or agreements with any outside
consultants and none are anticipated in the future.
The Company will not restrict its search for any specific kind of
firms, but may acquire a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
corporate life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer. However, the
Company does not intend to obtain funds in one or more private placements to
finance the operation of any acquired business opportunity until such time as
the Company has successfully consummated such a merger or acquisition.
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ACQUISITION OF OPPORTUNITIES
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may also
acquire stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition, the Company's
directors may, as part of the terms of the acquisition transaction, resign and
be replaced by new directors without a vote of the Company's shareholders or may
sell their stock in the Company. Any and all such sales will only be made in
compliance with the securities laws of the United states and any applicable
state.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities. The issuance of substantial additional securities and
their potential sale into any trading market which may develop in the Company's
securities may have a depressive effect on the value of the Company's securities
in the future, if such a market develops, of which there is no assurance.
While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368 or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company would retain 20% or less
of the issued and outstanding shares of the surviving entity, which would result
in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors of the
Company will meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis of verification of
certain information provided, check references of management and key personnel
and take other reasonable investigative measures, to the extent of the company's
limited financial resources and management expertise. The manner in which the
Company participates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative negotiation strength of the
Company and such other management.
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With respect to any merger or acquisition, negotiations with target
company management is expected to focus on the percentage of the Company which
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. Any merger or acquisition effected
by the Company can be expected to have a significant dilutive effect on the
percentage of shares held by the Company's shareholders. While management of the
Company anticipates obtaining the approval of the shareholders of the Company
via a proxy or information statement, the effect will be to virtually assure
such approval where management supports such a business transaction because
management presently owns 45% of the issued and outstanding shares of the
Company and the remaining 55% of such shares are owned by an affiliate and
promoter of the Company.
The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.
As stated hereinabove, the Company will not acquire or merge with any
entity which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The Company
is subject to all of the reporting requirements included in the Exchange Act.
Included in these requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to be filed
with the Securities and Exchange Commission upon consummation of a merger or
acquisition, as well as the Company's audited financial statements included in
its annual report on Form 10-K (or 10-KSB, as applicable). If such audited
financial statements are not available at closing, or within time parameters
necessary to insure the Company's compliance with the requirements of the
Exchange Act, or if the audited financial statements provided do not conform to
the representations made by the candidate to be acquired in the closing
documents, the closing documents will provide that the proposed transaction will
be voidable, at the discretion of the present management of the Company. If such
transaction is voided, the agreement will also contain a provision providing for
the acquisition entity to pay for all costs associated with the proposed
transaction.
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ITEM 3. DESCRIPTION OF PROPERTY
The Company has no real properties or leasehold interests and at this
time has no agreements to acquire any properties. The Company intends to attempt
to acquire assets or a business in exchange for its securities which assets or
business is determined to be desirable for its objectives.
The Company's principal place of business is located at 120 N. U.S.
Highway One, Suite 100, Tequesta, Florida 33469, which offices are provided by
Merit First, Inc. whose principals, John O'Keefe and Vicki Lavache, are
shareholders and/or officers, directors of the Company, on a rent-free basis
pursuant to an oral agreement. Messrs. O'Keefe and Lavache have advised the
Company that they are agreeable to maintain this situation until the Company
successfully consummates an acquisition or merger. It is anticipated that this
arrangement will be suitable for the needs of the Company for the foreseeable
future.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The table below lists the beneficial ownership of the Company's voting
securities by each person known by the Company to be the beneficial owner of
more than 5% of such securities, as well as the securities of the Company
beneficially owned by all directors and officers of the Company. The
shareholders listed possess sole voting and investment power with respect to the
shares shown. There are no voting trusts or similar arrangements in effect.
<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent of
Title of Class Owner Owner Class
- -------------- ---------- ---------- ----------
<S> <C> <C> <C>
Common John M. O'Keefe, Sr. 550,000 55%
8671 SE Somerset Island Way
Jupiter, FL 33458
Common Vicki J. Lavache (1) 450,000 45%
1510 Seabrook Road
Jupiter, FL 33469
Common All Officers & Directors 450,000 45%
as a Group (1 person)
</TABLE>
(1) Officer and/or director of the Company.
The Company has no warrants, options, rights, conversion privileges, or
similar obligations in effect.
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The directors and officers of the Company are as follows:
NAME AGE POSITION
- ---- --- --------
Vicki J. Lavache 53 President, Secretary,
Treasurer and Director
John M. O'Keefe, Jr. 33 Director
Messrs. O'Keefe, Jr. and Lavache may be considered "promoters" of the
Company. John M. O'Keefe, Sr. is an affiliate of the Company and a "promoter" of
the Company.
The above listed officer(s) and directors will serve until the next
annual meeting of the shareholders or until their death, resignation,
retirement, removal, or disqualification, or until their successors have been
duly elected and qualified. There is no family relationship between any
executive officer and the directors of the Company.
There are no arrangements, agreements or understandings between
non-management shareholders and management under which nonmanagement
shareholders may, directly or indirectly, participate in or influence the
management of the Company's affairs.
RESUMES
Ms. Lavache serves as secretary/treasurer of Merit First, Inc., an
investment banking firm in Tequesta, Florida which was formed in June 1996, that
specializes in advising development stage enterprises concerning finance. Prior
to that, she served as secretary of Eutro Group Holding, Inc.(1995), a
publicly-traded company located in Jupiter, Florida in the medical diagnostic
business. From 1986 through 1999 she owned Executive Line Business Services,
Inc. in Jupiter, Florida, a private company which provides secretarial,
bookkeeping and other business services to select clientele.
Mr. O'Keefe, Jr. serves as Vice President of Merit First, Inc.
Previously he was the owner/operator of a courier service in Palm Beach County,
Florida (1995-1998). Prior to that he managed retail stores for Disney and The
Gap.
PREVIOUS "BLIND POOL" EXPERIENCE.
Ms. Vicki Lavache, President, Secretary/Treasurer and a director of the
Company, is secretary/treasurer of and a director of Banner Holding Corp., a
"blank check" company ("Banner"), which filed a registration statement in
September 1998 with the Securities and Exchange Commission ("SEC"), pursuant to
the Securities Act of 1933, as amended (the "Offering"). Ms. Lavache and Mr.
John O'Keefe, Jr.,
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directors of the Company, are directors of "blank check" companies, Zenith
Holding Corp. and Greenhold Group, Inc., both of which filed a registration
statement in February 2000 with the Securities and Exchange Commission.
CONFLICTS OF INTEREST
Members of the Company's management are associated with other firms
involved in a range of business activities. Consequently, there are potential
inherent conflicts of interest in their acting as officers and directors of the
Company. Insofar as the officer(s) and directors are engaged in other business
activities, management anticipates it will devote only a minor amount of time to
the Company's affairs.
The officers and directors of the company are now and may in the future
become shareholders, officers or directors of other companies which may be
formed for the purpose of engaging in business activities similar to those
conducted by the Company. Accordingly, additional direct conflicts of interest
may arise in the future with respect to such individuals acting on behalf of the
Company or other entities. Moreover, additional conflicts of interest may arise
with respect to opportunities which come to the attention of such individuals in
the performance of their duties or otherwise. The Company does not currently
have a right of first refusal pertaining to opportunities that come to
Management's attention insofar as such opportunities may relate to the Company's
proposed business operations.
The officers and directors are, so long as they are officers or
directors of the Company, subject to the restriction that all opportunities
contemplated by the Company's plan of operation which come to their attention,
either in the performance of their duties or in any other manner, will be
considered opportunities of, and be made available to the company and the
companies that they are affiliated with on an equal basis. A breach of this
requirement will be a breach of the fiduciary duties of the officer or director.
If the Company or the companies in which the officers and directors are
affiliated with both desire to take advantage of an opportunity, then said
officers and directors would abstain from negotiating and voting upon the
opportunity. However, all directors may still individually take advantage of
opportunities if the Company should decline to do so. Except as set forth above,
the Company has not adopted any other conflict of interest policy with respect
to such transactions.
INVESTMENT COMPANY ACT OF 1940
Although the Company will be subject to regulation under the Securities
Act of 1933 and the Securities Exchange Act of 1934, management believes the
Company will not be subject to regulation under the Investment Company Act of
1940 insofar as the Company will not be engaged in the business of investing or
trading in securities.
13
<PAGE> 16
In the event the Company engages in business combinations which result in the
Company holding passive investment interests in a number of entities, the
Company could be subject to regulation under the Investment Company Act of 1940.
In such event, the Company would be required to register as an investment
company and could be expected to incur significant registration and compliance
costs. The Company has obtained no formal determination from the Securities and
Exchange Commission as to the status of the Company under the Investment Company
Act of 1940 and, consequently, any violation of such Act would subject the
Company to material adverse consequences. The Company's Board of Directors
unanimously approved a resolution stating that it is the Company's desire to be
exempt from the Investment Company Act of 1940.
ITEM 6. EXECUTIVE COMPENSATION.
None of the Company's officers and/or directors receives any
compensation for their respective services rendered unto the Company, nor have
they received such compensation in the past. They all have agreed to act without
compensation until authorized by the Board of Directors, which is not expected
to occur until the Company has generated revenues from operations after
consummation of a merger or acquisition. As of the date of this registration
statement, the Company has no funds available to pay directors. Further, the
directors are not accruing any compensation pursuant to any agreement with the
Company.
It is possible that, after the Company successfully consummates a
merger or acquisition with an unaffiliated entity, that entity may desire to
employ or retain one or a number of members of the Company's management for the
purposes of providing services to the surviving entity, or otherwise provide
other compensation to such persons. However, the Company has adopted a policy
whereby the offer of any post-transaction remuneration to members of management
will not be a consideration in the Company's decision to undertake any proposed
transaction.
It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to the Company. In the event the
Company consummates a transaction with any entity referred by associates of
management, it is possible that such an associate will be compensated for their
referral in the form of a finder's fee. It is anticipated that this fee will be
either in the form of restricted common stock issued by the Company as part of
the terms of the proposed transaction, or will be in the form of cash
consideration. However, if such compensation is in the form of cash, such
payment will be tendered by the acquisition or merger candidate, because the
Company has insufficient cash available. The amount of such finder's fee cannot
be determined as of the date of this registration statement, but is expected to
be comparable to consider-ation normally paid in like transactions. No member of
management of
14
<PAGE> 17
the Company will receive any finders fee, either directly or indirectly, as a
result of their respective efforts to implement the Company's business plan
outlined herein.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There have been no related party transactions, or any other transactions
or relationships required to be disclosed pursuant to Item 404 of Regulation
S-B.
ITEM 8. DESCRIPTION OF SECURITIES.
COMMON STOCK
The Company is authorized to issued 50,000,000 (Fifty Million) shares
of common stock, with a par value of $0.001 per share. Each share of common
stock has one vote.
There are no fixed rights to dividends on the common stock. Dividends
may be paid in cash, stock or otherwise as determined by the Board of Directors
from funds lawfully available for such distributions.
The Articles of Incorporation do not provide for any preemptive rights
to shareholders. Consequently, under Florida law the shareholders do not have
preemptive rights.
All shares of common stock when issued shall be fully paid and shall be
non-assessable.
PART II
ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
There is no trading market for the Company's Common Stock at present
and there has been no trading market to date. Management has not undertaken any
discussions, preliminary or otherwise, with any prospective market maker
concerning the participation of such market maker in the aftermarket for the
Company's securities and management does not intend to initiate any such
discussions until such time as the Company has consummated a merger or
acquisition. There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.
a. MARKET PRICE. The Company's Common Stock is not quoted at the
present time.
Effective August 11, 1993, the Securities and Exchange Commission
adopted Rule 15g-9, which established the definition of a "penny
15
<PAGE> 18
stock," for purposes relevant to the Company, as any equity security that has a
market price of less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions. For any transaction involving a
penny stock, unless exempt, the rules require: (i) that a broker or dealer
approve a person's account for transactions in penny stocks; and (ii) the broker
or dealer receives from the investor a written agreement to the transaction,
setting forth the identity and quantity of the penny stock to be purchased. In
order to approve a person's account for transactions in penny stocks, the broker
or dealer must: (i) obtain financial information and investment experience and
objectives of the person; and (ii) make a reasonable determination that the
transactions in penny stocks are suitable for that person and that person has
sufficient knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker or dealer must
also deliver, prior to any transaction in a penny stock, a disclosure schedule
prepared by the Commission relating to the penny stock market, which, in
highlight form: (i) sets forth the basis on which the broker or dealer made the
suitability deter-mination; and (ii) that the broker or dealer received a
signed, written agreement from the investor prior to the transaction. Disclosure
also has to be made about the risks of investing in penny stock in both public
offering and in secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
The National Association of Securities Dealers, Inc., (the "NASD"),
which administers NASDAQ, has recently made changes in the criteria for
continued NASDAQ eligibility. In order to continue to be included on NASDAQ, a
company must maintain $2,000,000 in total assets, a $200,000 market value of its
publicly-traded securities and $1,000,000 in total capital and surplus. In
addition, continued inclusion requires two market-makers and a minimum bid price
of $1.00 per share, provided, however, that if a company falls below such
minimum bid price it will remain eligible for continued inclusion on NASDAQ if
the market value of its publicly traded securities is at least $1,000,000 and
the Company has $2,000,000 in capital and surplus.
Management intends to strongly consider undertaking a transaction with
any merger or acquisition candidate which will allow the Company's securities to
be traded without the aforesaid limitations. However, there can be no assurances
that, upon a successful merger or acquisition, the company will qualify its
securities for listing on NASDAQ or some other national exchange, or be able to
maintain the maintenance criteria necessary to insure continued listing. The
failure of the Company to qualify its securities or to meet the
16
<PAGE> 19
relevant maintenance criteria after such qualification in the future may result
in the discontinuance of the inclusion of the Company's securities on a national
exchange. In such events, trading, if any, in the Company's securities may then
continue in the non-NASDAQ over-the-counter market. As a result, a shareholder
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, the Company's securities.
b. HOLDERS. There are 2 shareholders of record of the Company's Common
Stock. All of the issued and outstanding shares of the Company's Common Stock
were issued in accordance with the exemption from registration afforded by
Section 4(2) of the Securities Act of 1933. The shares as issued are restricted
under Rule 144.
c. DIVIDENDS. The Company has not paid any dividends to date, and has
no plans to do so in the immediate future.
ITEM 2. LEGAL PROCEEDINGS.
There is no litigation of any type whatsoever pending or threatened by or
against the Company, its officers and its directors.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
The Company has not changed accountants during the previous two year
period prior to the date of this registration statement and there are no
disagreements with the findings of said accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
The Company has not publicly issued any of its securities during the
two-year period preceding the date of this Registration Statement. All of the
shares of Common Stock of the Company previously issued have been issued for
investment purposes in a "private transaction" and are restricted shares as
defined in Rule 144 under the Securities Act of 1933, as amended (the "Act") .
These shares may not be offered for public sale except under Rule 144, or
otherwise, pursuant to the Act. (See Item 4, Part I)
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
ARTICLE VII of the Bylaws of the Company, entitled "INDEMNIFICATION AND
INSURANCE" provides as follows:
"SECTION 1. INDEMNIFICATION UNDER BCA SECTION 607.0850
The corporation shall have the power to indemnify any director,
officer, employee, or agent of the corporation as provided in Section 607.0850
of the Business Corporation Act.
17
<PAGE> 20
SECTION 2. ADDITIONAL INDEMNIFICATION
The corporation may make any other or further indemnification or
advancement of expenses of any of its directors, officers, employees, or agents,
under any Bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in the person's official capacity and as to action
in another capacity while holding such office. However, such further
indemnification or advancement of expenses shall not be made in those instances
specified in Section 607.0850(7)(a-d) of the Business Corporation Act."
Florida Statute ss.607.0850 provides for the indemnification of a
director and/or officer who is a party to any legal proceeding against them "...
if he or she acted in good faith and in a manner he or she 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 his or her conduct was unlawful."
Florida Statute ss.607.0850(7) also provides that there shall be no
indemnification to or on behalf of any director or officer if a judgment or
other final adjudication establishes that his or her actions, or omissions to
act, were material to the cause of action so adjudicated and constitute (a) a
violation of criminal law unless the officer or director had reasonable cause to
believe his or her conduct was unlawful; (b) a transaction whereby the director
or officer derived an improper personal benefit; ( c) in the case of a director,
a violation of his or her fiduciary duties; or (d) willful misconduct.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, or controlling persons
pursuant to the foregoing provisions, the Company has been informed that, in the
opinion of the Securities & Exchange Commission, such indemnification is against
public policy as expressed in that Act and is, therefore, unenforceable.
PART F/S
FINANCIAL STATEMENTS.
Attached audited financial statements for Liege Holding, Inc., covering
the first active year of the corporation, for the fiscal period ending February
29, 2000 are submitted in compliance with Item 310 of Regulation S-B.
No interim financial statements are included in Part F/S because no quarter
of the current fiscal year has been completed as of the date of this filing.
18
<PAGE> 21
LIEGE HOLDING, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FEBRUARY 29, 2000
F-1
<PAGE> 22
LEIGE HOLDING, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE
----
Independent Auditor's Report F-3
Financial Statements:
Balance Sheet F-4
Statement of Operations F-5
Statement of Changes in Stockholders'
Equity F-6
Statement of Cash Flows F-7
Notes to Financial Statements F-8
F-2
<PAGE> 23
Earl M. Cohen, C.P.A., P.A.
Certified Public Accountant
2505 N.W. Boca Raton Blvd. o Suite 10
Boca Raton, Florida 33431
Tel.: (561) 347-1608 Fax: (561) 417-9984
INDEPENDENT AUDITOR'S REPORT
To The Board of Directors
Liege Holding, Inc.
I have audited the accompanying balance sheet of Liege Holding, Inc. (a
development stage company), as of February 29, 2000 and the related statements
of operations, changes in stockholders' equity and cash flows for the period
from March 22, 1999 (inception) through February 29, 2000. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Liege Holding, Inc. (a development
stage company) as of February 29, 2000, and the results of its operations and
its cash flows for the period then ended in conformity with generally accepted
accounting principles.
/s/ Earl M. Cohen CPA PA
March 3, 2000
F-3
<PAGE> 24
LIEGE HOLDING, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
FEBRUARY 29, 2000
ASSETS
CURRENT ASSETS
Cash $1,000
======
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY
Common stock, $.001 par value,
50,000,000 shares authorized,
1,000,000 shares issued and
outstanding $1,000
======
Read accompanying Notes to Financial Statements.
F-4
<PAGE> 25
LIEGE HOLDING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
PERIOD FROM MARCH 22, 1999 (INCEPTION) THROUGH FEBRUARY 29, 2000
REVENUES $ --
EXPENSES --
NET INCOME (LOSS) $ --
==========
INCOME (LOSS) PER SHARE $ --
==========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 1,000,000
==========
Read accompanying Notes to Financial Statements.
F-5
<PAGE> 26
LIEGE HOLDING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM MARCH 22, 1999 (INCEPTION) THROUGH FEBRUARY 29, 2000
<TABLE>
<CAPTION>
Common Stock Deficit
------------------------ Accumulated
# of Par During the Development
Shares Value Stage Total
--------- --------- ------------------------ ---------
<S> <C> <C> <C> <C>
Common shares issued for
cash 1,000,000 $ 1,000 -- $ 1,000
Net income (loss) during
period -- -- -- --
--------- --------- --------- ---------
Balance - February 29, 2000 1,000,000 $ 1,000 $ -- $ 1,000
========= ========= ========= =========
</TABLE>
Read accompanying Notes to Financial Statements.
F-6
<PAGE> 27
LIEGE HOLDING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
PERIOD FROM MARCH 22, 1999 (INCEPTION) THROUGH FEBRUARY 29, 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ --
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common
stock 1,000
------
NET INCREASE IN CASH EQUALS CASH -
FEBRUARY 29, 2000 $1,000
======
Read accompanying Notes to Financial Statements.
F-7
<PAGE> 28
LIEGE HOLDING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2000
NOTE 1. ORGANIZATION
Liege Holding, Inc. was incorporated on March 22, 1999 under
the laws of the State of Florida. The company is a "shell"
company, the purpose of which is to seek and consummate a
merger or acquisition. The company's headquarters is in
Tequesta, Florida. The Company is in the process of
registering its securities under the Securities Exchange Act
of 1934.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INCOME TAXES
Deferred income taxes are provided for differences between the
basis of assets and liabilities for financial and income tax
reporting. A valuation allowance is provided against deferred
income tax assets in circumstances where management believes
recoverability of a portion of the assets is not reasonably
assured.
INCOME (LOSS) PER SHARE
Income (loss) per share is computed by dividing net income
(loss) for the period by the weighted average number of shares
outstanding.
STATEMENT OF CASH FLOWS
For purposes of this statement the Company considers all
highly liquid investments with an original maturity of three
months or less to be cash equivalents.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing
financial statements in accordance with generally accepted
accounting principles. Those estimates and assumptions affect
the reported amounts of assets and
F-8
<PAGE> 29
LIEGE HOLDING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 29, 2000
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES (CONTINUED)
liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses.
Accordingly, actual results could vary from the estimates that
were assumed in preparing the financial statements.
NOTE 3. RELATED PARTY TRANSACTIONS
OFFICE FACILITIES
The Company shares office space with a company owned by the
stockholders. No rent is being charged to the Company.
NOTE 4. CAPITAL STOCK
The Company had originally authorized 1,000,000 common shares
with a par value of $.01 per share. On July 12, 1999, the
Articles of Incorporation were amended to authorize 5,000,000
preferred shares and to increase the number of authorized
common shares to 25,000,000, each with a par value of $.01 per
share. On December 1, 1999, the Articles of Incorporation were
amended again to increase the number of authorized common
shares to 50,000,000, to eliminate the preferred shares and to
decrease the par value of the common shares to $.001 per
share. As of February 29, 2000, 1,000,000 common shares were
issued and outstanding.
F-9
<PAGE> 30
PART III
ITEM 1. INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER PAGE NUMBER DESCRIPTION
-------------- ----------- -----------
<S> <C> <C>
2(i) E-1 Articles of Incorporation of
Liege Holding, Inc.
2(ii) E-4 Articles of Amendment to
Articles of Incorporation of
Liege Holding, Inc.
2(iii) E-5 Articles of Amendment to
Articles of Incorporation of
Liege Holding, Inc.
2(iv) E-7 Bylaws of Liege Holding Inc.
3 E-26 Lockup Letter
</TABLE>
19
<PAGE> 31
SIGNATURES
In accordance with Section 12 of the Securities & Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
LIEGE HOLDING, INC.
(Registrant)
Date: March 15, 2000 By: /s/ Vicki J. Lavache
-------------------------------
Vicki J. Lavache
President and Chief
Executive Officer
20
<PAGE> 1
Exhibit 2(i)
ARTICLES OF INCORPORATION
OF
LIEGE HOLDING, INC.
The undersigned subscriber to these Articles of Incorporation, a
natural person competent to contract, hereby forms a corporation under the laws
of the State of Florida.
ARTICLE I. NAME
The name of the Corporation shall be Liege Holding, Inc. The principal
place of business shall be 120 N. U.S. Highway One, #100, Tequesta, FL 33469.
ARTICLE II. NATURE OF BUSINESS
The Corporation may engage in or transact all lawful activities or
businesses permitted under the laws of the United States, the State of Florida,
or any other state, country, territory or nation.
ARTICLE III. CAPITAL STOCK
The total number of shares of capital stock which the Corporation shall
have authority to issue is 1,000,000 shares of Common Stock with a par value of
$0.01 per share.
None of the shares of Common Stock shall be entitled to any preference
over any other shares of such stock.
ARTICLE IV. REGISTERED AGENT
The street address of the initial registered office of the Corporation
shall be 120 N. U.S. Highway One, #100, Tequesta, Florida 33469 and the name of
the initial registered agent of the Corporation at that address is Vicki J.
Lavache.
ARTICLE V. TERM OF EXISTENCE
The Corporation shall exist perpetually.
ARTICLE VI. DIRECTORS
The Corporation shall have one (1) director initially. The name and
address of the initial member of the Board of Directors is John O'Keefe, 120 N.
U.S. Highway One, Suite #100, Tequesta, Florida 33469.
E-1
<PAGE> 2
ARTICLE VII. INCORPORATOR
The name and address of the incorporator to these Articles of
Incorporation is John O'Keefe, 120 N. U.S. Highway One, Tequesta, Florida 33469.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal
on this 17th day of March 1999.
/s/ John O'Keefe
E-2
<PAGE> 3
CERTIFICATE DESIGNATING PLACE OF BUSINESS
OR DOMICILE FOR THE SERVICE OF PROCESS
WITHIN THIS STATE, NAMING AGENT UPON WHOM
PROCESS MAY BE SERVED
The following is submitted in accordance with the requirements of
Chapter 48.091, Florida Statutes:
LIEGE HOLDING, INC., desiring to organize under the laws of the State
of Florida with its registered office address, as indicated in the Articles of
Incorporation, as 120 N. U.S. Highway One, #100, Tequesta, Florida 33469, has
named VICKI J. LAVACHE as its agent to accept service of process within this
State.
ACKNOWLEDGEMENT
Having been named to accept service of process for the above-stated
Corporation at the place designated in this Certificate, I hereby accept to act
in this capacity and agree to comply with the provisions of Chapter 48.091,
F.S., relative to keeping open said office.
/s/ Vicki J. Lavache
E-3
<PAGE> 1
Exhibit 2(ii)
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
OF
LIEGE HOLDING, INC.
Pursuant to the provisions of the Florida Statutes, on July 12, 1999 all of the
directors and shareholders of Liege Holding, Inc., a Florida corporation (the
"Corporation"), adopted the following resolutions by written consent:
RESOLVED: That the number of authorized shares
of common stock of the Corporation
should be increased to twenty-five million
25,000,000), $0.01 par value per share and
that the number of authorized shares of
preferred stock should be increased to five
million (5,000,000), $.01 par value per
share.
RESOLVED: That the Articles of Incorporation as
filed with the Florida State Depart-ment
should be amended to reflect the foregoing
resolution.
RESOLVED: That the President of the Corporation
is authorized to take any and all action
necessary in order to reflect the change in
authorized capital of the Corporation.
NOW THEREFORE, in accordance with the foregoing resolutions, the first sentence
of Article III of the Corporation's Articles of Incorporation is deleted and the
following inserted in its place:
ARTICLE III. CAPITAL STOCK
The total number of shares of all classes of stock which the
corporation has the authority to issue is twenty-five million
(25,000,000) common stock, $0.01 par value per share, and five
million (5,000,000) preferred stock, $0.01 par value per
share.
IN WITNESS WHEREOF, the President of the Corporation has executed and submitted
this instrument this 12th day of July 1999.
/s/ John M. O'Keefe, Sr.
President
E-4
<PAGE> 1
Exhibit 2(iii)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
LIEGE HOLDING, INC.
Pursuant to the provisions of the Florida Business Corporation Act,
Chapter 607, Florida Statutes, the undersigned corporation certifies as follows
and adopts the following Articles of Amendment to its Articles of Incorporation:
1. The name of the corporation is: LIEGE HOLDING, INC.
2. The Articles of Incorporation of the said Florida corporation
were filed on March 22, 1999, and assigned document
#P99000028245.
3. The following amendments of the Articles of Incorporation were
adopted by the sole incorporator of the corporation, there
being no shares yet issued by the corporation.
ARTICLES III and VI are hereby deleted in their entirety and
new ARTICLES III and VI are adopted as follows:
"ARTICLE III - CAPITAL STOCK
The total authorized capital stock of this
Corporation shall consist of Fifty Million (50,000,000) shares
of voting common stock, having a par value of $.001 each,
amounting in the aggregate to Fifty Thousand Dollars (
$50,000.00). All stock when issued shall be fully paid for and
shall be nonassessable and shares of the Corporation are not
to be divided into classes.
The holders of the outstanding capital stock shall be
entitled to receive, when and as declared by the Board of
Directors, dividends payable either in cash, in property, or
in shares of the capital stock of the Corporation. In any
event, dividends on the common stock of this Corporation shall
have no cumulative rights whatsoever and dividends will not
accumulate if the Directors do not declare dividends, whether
or not there is a surplus available to the Board of Directors
for payment of dividends.
Each shareholder of this Corporation shall have one
vote per share of issued and outstanding shares."
E-5
<PAGE> 2
Exhibit 2(iii)
"ARTICLE VI - DIRECTORS
The Corporation shall have a maximum of seven (7)
Directors, under such terms and conditions as shall be
specified in the Bylaws."
4. The date of adoption for each of the above amendments is
December 1, 1999.
Signed this 9th day of December 1999.
/s/ John O'Keefe
Incorporator
E-6
<PAGE> 1
Exhibit 2(iv)
BYLAWS
OF
LIEGE HOLDING, INC..
(A FLORIDA CORPORATION)
ARTICLE I - OFFICES
SECTION 1. PRINCIPAL PLACE OF BUSINESS
The initial location of the principal place of business of the
corporation shall be as specified in the articles of incorporation and may be
changed from time to time by resolution of the board of directors. It may be
located at any place within or outside the State of Florida.
The principal place of business of the corporation shall also be known
as the principal office of the corporation.
SECTION 2. OTHER OFFICES
The corporation may also have offices at such other places as the board
of directors may from time to time designate, or as the business of the
corporation may require.
ARTICLE 11 - SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS
All meetings of the shareholders shall be held at the principal place
of business of the corporation or at such other place, within or outside the
State of Florida, as may be determined by the board of directors.
SECTION 2. ANNUAL MEETINGS
The annual meeting of the shareholders shall be held on the fifteenth
day of the month of April in each year, at 1:00 o'clock P.M., or at such other
time and place as designated by the Board of Directors, at which time the
shareholders shall elect a board of directors and transact any other proper
business. If this date falls on a legal holiday, then the meeting shall be held
on the following business day at the same hour.
E-7
<PAGE> 2
SECTION 3. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the board of
directors or by the shareholders. In order for a special meeting to be called by
the shareholders, 10 percent or more of all votes entitled to be cast on any
issue proposed to be considered at the proposed special meeting shall sign, date
and deliver to the secretary one or more written demands for the meeting
describing the purpose or purposes for which it is to be held.
The secretary shall issue the call for special meetings unless the
president, the board of directors, or the shareholders designate another person
to make the call.
SECTION 4. NOTICE OF MEETINGS
Notice of all shareholders' meetings, whether annual or special, shall
be given to each shareholder of record entitled to vote at such meeting no fewer
than 10 or more than 60 days before the meeting date. The notice shall include
the date, time and place of the meeting and in the case of a special meeting the
purpose or purposes for which the meeting is called. Only the business within
the purpose or purposes included in the notice of special meeting may be
conducted at a special shareholders' meeting.
Notice of shareholders' meetings may be given orally or in writing, by
or at the direction of the president, the secretary or the officer or persons
calling the meeting. Notice of meetings may be communicated in person; by
telephone, telegraph, teletype, facsimile machine, or other form of electronic
communication; or by mail. If mailed, notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the shareholder at the
shareholder's address as it appears on the stock transfer books of the
corporation, with postage prepaid.
When a meeting is adjourned to a different date, time or place, it
shall not be necessary to give any notice of the adjourned meeting if the new
date, time or place is announced at the meeting at which the adjournment is
taken, and any business may be transacted at the adjourned meeting that might
have been transacted on the original date of the meeting. If, however, after the
adjournment, the board fixes a new record date for the adjourned meeting, notice
of the adjourned meeting in accordance with the preceding paragraphs of this
bylaw shall be given to each person who is a shareholder as of the new record
date and is entitled to vote at such meeting.
SECTION 5. WAIVER OF NOTICE
A shareholder may waive any notice required by the Florida Business
Corporation Act, the articles of incorporation or these bylaws before or after
the date and time stated in the notice. The waiver must be in writing, be signed
by the shareholder entitled to
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the notice, and be delivered to the corporation for inclusion in the minutes or
filing with the corporate records. Neither the business to be transacted at nor
the purpose of any annual or special meeting of the shareholders need be
specified in any written waiver of notice.
SECTION 6. ACTION WITHOUT MEETING
Any action which is required by law to be taken at an annual or special
meeting of shareholders, or any action which may be taken at any annual or
special meeting of shareholders, may be taken without a meeting, without prior
notice, and without a vote if one or more written consents, setting forth the
action so taken, shall be dated and signed by the holders of outstanding shares
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Written consents shall not be effective to take
corporate action unless, within 60 days of the date of the earliest written
consent relating to the action, the signed written consents of the number of
holders required to take the action are delivered to the corporation.
Within 10 days after obtaining any such authorization by written
consent, notice must be given to those shareholders who have not consented in
writing or who are not entitled to vote on the action. The notice shall fairly
summarize the material features of the authorized action.
SECTION 7. QUORUM AND SHAREHOLDER ACTION
A majority of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders. Unless otherwise
provided under law, the articles of incorporation or these bylaws, if a quorum
is present, action on a matter, other than the election of directors, shall be
approved if the votes cast by the holders of the shares represented at the
meeting and entitled to vote favoring the action exceed the votes cast opposing
the action. 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.
After a quorum has been established at a shareholders' meeting, the
subsequent withdrawal of shareholders, so as to reduce the number of shares
entitled to vote at the meeting below the number required for a quorum, shall
not affect the validity of any action taken at the meeting or any adjournment
thereof.
SECTION 8. VOTING OF SHARES
Each outstanding share shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders, except as may be provided
under law or the articles
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of incorporation. A shareholder may vote either in person or by proxy executed
in writing by the shareholder or the shareholder's duly authorized
attorney-in-fact.
At each election of directors, each shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by the shareholder, for as many persons as there are directors to
be elected at that time and for whose election the shareholder has a right to
vote.
SECTION 9. PROXIES
A shareholder, or the shareholder's attorney in fact, may appoint a
proxy to vote or otherwise act for the shareholder. An executed telegram or
cablegram appearing to have been transmitted by such person, or a photographic,
photostatic, or equivalent reproduction of an appointment form, shall be a
sufficient appointment form.
An appointment of a proxy is effective when received by the secretary
or other officer or agent authorized to tabulate votes. An appointment is valid
for up to 11 months unless a longer period is specified in the appointment form.
An appointment of a proxy is revocable by the shareholder unless the
appointment form conspicuously states that it is revocable and the appointment
is coupled with an interest as provided in Section 607.0722(5) of the Florida
Business Corporation Act (BCA or Business Corporation Act).
SECTION 10. RECORD DATE FOR DETERMINING SHAREHOLDERS
The board of directors may fix in advance a date as the record date for
the purpose of determining shareholders entitled to notice of a shareholders'
meeting, to demand a special meeting, to vote, or to take any other action. In
no event may a record date fixed by the board of directors be a date preceding
the date upon which the resolution fixing the record date is adopted. A record
date may not be specified to be more than 70 days before the meeting or action.
Unless otherwise specified by resolution of the board of directors, the
following record dates shall be operative:
1. The record date for determining shareholders entitled to demand a
special meeting is the date the first shareholder delivers the shareholder's
demand to the corporation.
2. If no prior action is required by the board of directors pursuant to
the Business Corporation Act, the record date for determining shareholders
entitled to take
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action without a meeting is the date the first signed written consent relating
to the proposed action is delivered to the corporation.
3. If prior action is required by the board of directors pursuant to
the Business Corporation Act, the record date for determining shareholders
entitled to take action without a meeting is at the close of business on the day
on which the Board of directors adopts the resolution taking such prior action.
4. The record date for determining shareholders entitled to notice of
and to vote at a meeting of shareholders is at the close of business on the day
before the first notice is delivered to the shareholders.
SECTION 11. SHAREHOLDERS' LIST
After a record date is fixed or determined in accordance with these
bylaws, the secretary shall prepare an alphabetical list of the names of all its
shareholders who are entitled to notice of a shareholders' meeting. The list
shall show the addresses of, and the number and class and series, if any, of
shares held by, each person.
The shareholders' list shall be available for inspection by any
shareholder for a period of 10 days prior to the meeting, or such shorter time
as exists between the record date and the meeting, and continuing through the
meeting, at the corporation's principal place of business.
ARTICLE III - DIRECTORS
SECTION 1. POWERS
Except as may be otherwise provided by law or the articles of
incorporation, all corporate powers shall be exercised by or under the authority
of, and the business and affairs of the corporation shall be managed under the
direction of, the board of directors.
A director who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken shall be
deemed to have assented to the action taken unless:
1. The director votes against or abstains from the action taken; or
2. The director objects at the beginning of the meeting, or promptly
upon the directors arrival, to holding the meeting or transacting specified
business at the meeting.
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The board of directors shall have the authority to fix the compensation
of the directors.
SECTION 2. QUALIFICATION AND NUMBER
Directors shall be individuals who are 18 years of age or older but
need not be residents of Florida or shareholders of this corporation.
The authorized number of directors shall be a maximum of seven (7) or
any lessor number (but not less than one) if so elected by the shareholders.
This number may be increased only by amendment to the Articles of Incorporation.
If the number of directors elected by the shareholders shall be less than seven
(7), the number of directors so elected shall not be increased except by
election by the shareholders.
SECTION 3. ELECTION AND TENURE OF OFFICE
The directors shall be elected at each annual meeting of the
shareholders and each director shall hold office until the next annual meeting
of shareholders and until the directors successor has been elected and
qualified, or until the director's earlier resignation or removal from office.
SECTION 4. VACANCIES
Unless otherwise provided in the articles of incorporation, any vacancy
occurring in the board of directors, including any vacancy created by reason of
an increase in the number of directors, may be filled by the affirmative vote of
a majority of the remaining directors, though less than a quorum of the board of
directors, or by the shareholders.
A director elected to fill a vacancy shall hold office only until the
next shareholders' meeting at which directors are elected.
SECTION 5. REMOVAL
Unless the articles of incorporation provide that a director may only
be removed for cause, at a meeting of shareholders called expressly for that
purpose, one or more directors may be removed, with or without cause, if the
number of votes cast to remove the director exceeds the number of votes cast not
to remove the director.
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SECTION 6. PLACE OF MEETING
Meetings of the board of directors shall be held at any place, within
or without the State of Florida, which has been designated in the notice of the
meeting or, if not stated in the notice or if there is no notice, at the
principal place of business of the corporation or as may be designated from time
to time by resolution of the board of directors.
The board of directors may permit any or all directors to participate
in meetings by, or conduct the meeting through the use of, any means of
communication by which all directors participating can simultaneously hear each
other during the meeting.
SECTION 7. ANNUAL AND REGULAR MEETINGS
An annual meeting of the board of directors shall be held without call
or notice immediately after and at the same place as the annual meeting of the
shareholders.
Other regular meetings of the board of directors shall be held at such
times and places as may be fixed from time to time by the board of directors.
Call and notice of these regular meeting shall not be required.
SECTION 8. SPECIAL MEETINGS AND NOTICE REQUIREMENTS
Special meetings of the board of directors may be called by the
chairman of the board or by the president and shall be preceded by at least 2
days' notice of the date, time, and place of the meeting. Unless otherwise
required by law, the articles of incorporation or these bylaws, the notice need
not specify the purpose of the special meeting.
Notice of directors' meeting may be given orally or in writing, by or
at the direction of the president, the secretary or the officer or persons
calling the meeting. Notice of meetings may be communicated in person; by
telephone, telegraph, teletype, facsimile machine, or other form of electronic
communication; or by mail.
If mailed, notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the director at the directors current address
on file with the corporation, with postage prepaid.
If any meeting of directors is adjourned to another time or place,
notice of any such 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.
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SECTION 9. QUORUM
A majority of the elected number of directors shall constitute a quorum
for all meetings of the board of directors.
SECTION 10. VOTING
If a quorum is present when a vote is taken, the affirmative vote of a
majority of directors when corporate action is taken shall be deemed to have
assented to the action taken unless:
1. The director objects at the beginning of the meeting, or promptly
upon arriving, to holding the meeting or transacting specified business at the
meeting; or
2. The director votes against or abstains from the action taken.
SECTION 11. WAVIER OF NOTICE
Notice of a meeting of the board of directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and a waiver of any and all objections to the place of the meeting,
or the manner in which it has been called or convened, except when a director
states, at the beginning of the meeting or promptly upon arrival at the meeting,
any objection to the transaction of business because the meeting is not lawfully
called or convened.
SECTION 12. ACTION WITHOUT MEETING
Any action required or permitted to be taken at a board of directors'
meeting or committee meeting may be taken without a meeting if the action is
taken by all members of the board of directors or of the committee. The action
must be evidenced by one or more written consents describing the action taken
and signed by each director or committee member.
ARTICLE IV - OFFICERS
SECTION 1. OFFICERS
The officers of the corporation shall consist of a president, a
secretary, a treasurer, and such other officers as the board of directors may
appoint. A duly appointed officer may appoint one or more officers or assistant
officers if authorized by the board of directors.
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The same individual may simultaneously hold more than one office in the
corporation.
Each officer shall have the authority and shall perform the duties set
forth in these bylaws and, to the extent consistent with these bylaws, shall
have such other duties and powers as may be determined by the board of directors
or by direction of any officer authorized by the board of directors to prescribe
the duties of other officers.
SECTION 2. ELECTION
All officers of the corporation shall be elected or appointed by, and
serve at the pleasure of, the board of directors.
The election or appointment of an officer shall not itself create
contract rights.
SECTION 3. REMOVAL, RESIGNATION AND VACANCIES
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date and the corporation accepts the future effective date, the board of
directors may fill the pending vacancy before the effective date if the board
provides that the successor does not take office until the effective date.
The board of directors may remove any officer at any time with or
without cause. Any officer or assistant officer, if appointed by another
officer, may likewise be removed by such officer.
An officer's removal shall not affect the corporation's contract
eights, if any, with the officer.
Any vacancy occurring in any office may be filled by the board of
directors.
SECTION 4. PRESIDENT
The President shall be the chief executive officer and general manager
of the corporation and shall, subject to the direction and control of the board
of directors, have general supervision, direction, and control of the business
and affairs of the corporation. He shall preside at all meetings of the
shareholders if present thereat and be an ex-officio member of all the standing
committees, including the executive committee, if any, and shall have the
general powers and duties of management usually vested in the office of
president of a corporation.
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In the absence or disability of the president, the vice president, if
any, shall perform all the duties of the president and, when so acting, shall
have all the powers of, and be subject to all the restrictions imposed upon, the
president.
SECTION 5. SECRETARY
(a) The secretary shall be responsible for preparing, or causing to be
prepared, minutes of all meetings of directors and shareholders and for
authenticating records of the corporation.
(b) The secretary shall keep, or cause to be kept, at the principal
place of business of the corporation, minutes of all meetings of the
shareholders or the board of directors; a record of all actions taken by the
shareholders or the board of directors without a meeting for the past three
years; and a record of all actions taken by a committee of the board of
directors in place of the board of directors on behalf of the corporation.
(c) Minutes of the meetings shall state the date, time and place of the
meeting; whether regular or special; how called or authorized; the notice
thereof given or the waivers of notice received; the names of those present at
directors' meetings; the number of shares present or represented at
shareholders' meetings; and an account of the proceedings thereof.
(d) The secretary shall maintain, at the principal place of business of
the corporation, a record of its shareholders, showing the names of the
shareholders and their addresses, the number, class, and series, if any, held by
each, the number and date of certificates issued for shares, and the number and
date of cancellation of every certificate surrendered for cancellation.
(e) The secretary shall make sure that the following papers and reports
are included in the secretary's records kept at the principal place of business
of the corporation:
1. The articles or restated articles of incorporation and all
amendments to them currently in effect;
2. The bylaws or restated bylaws and all amendments to them
currently in effect;
3. 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
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pursuant to those resolutions are outstanding;
4. Minutes of all shareholders' meetings and records of all action
taken by shareholders without a meeting for the past 3 years;
5. Written communications to all shareholders generally or all
shareholders of a class or series within the past 3 years, including the
financial statements furnished for the past 3 years under Article VI, Section 2
of these bylaws and any reports furnished during the last 3 years under Article
VI, Section 3 of these bylaws;
6. A list of the names and business street addresses of current
directors and officers; and
7. The corporation's most recent annual report delivered to the
Department of State under Article VI, Section 4 of these bylaws.
The secretary shall give, or cause to be given, notice of all meetings
of shareholders and directors required to be given by law or by the provisions
of these bylaws.
The secretary shall have charge of the seal of the corporation.
In the absence or disability of the secretary, the assistant secretary,
or, if there is none or more than one, the assistant secretary designated by the
board of directors, shall have all the power of, and be subject to all the
restrictions imposed upon, the secretary.
SECTION 6. TREASURER
The treasurer shall have custody of the funds and securities of the
corporation and shall keep and maintain, or cause to be kept and maintained, at
the principal business office of the corporation, adequate and correct books and
records of accounts of the income, expenses, assets, liabilities, properties and
business transactions of the corporation.
The treasurer shall prepare, or cause to be prepared, and shall furnish
to shareholders, the annual financial statements and other reports required
pursuant to Article VI, Sections 2 and 3 of these bylaws.
The treasurer shall deposit monies and other valuables in the name and
to the credit of the corporation with such depositories as may be designated by
the board of directors. The treasurer shall disburse the funds of the
corporation in payment of the just demands against the corporation as authorized
by the board of directors and shall render to the president and directors,
whenever requested, an account of all his or her transactions as treasurer and
of the financial condition of the corporation.
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In the absence or disability of the treasurer, the assistant treasurer,
if any, shall perform all the duties of the treasurer and, when so acting, shall
have all the powers of and be subject to all the restrictions imposed upon the
treasurer.
SECTION 7. COMPENSATION
The officers of this corporation shall receive such compensation for
their services as may be fixed by resolution of the board of directors.
ARTICLE V - EXECUTIVE AND OTHER COMMITTEES
SECTION 1. EXECUTIVE AND OTHER COMMITTEES OF THE BOARD
The board of directors may, by resolution adopted by a majority of the
authorized number of directors, designate from its members an executive
committee and one or more other committees each of which, to the extent provided
in such resolution, the articles of incorporation or these bylaws, shall have
and may exercise the authority of the board of directors, except that no such
committee shall have the authority to:
1 . Approve or recommend to shareholders actions or proposals required
by law to be approved by shareholders.
2. Fill vacancies on the board of directors or any committee thereof.
3. Adopt, amend, or repeal the bylaws.
4. Authorize or approve the reacquisition of shares unless pursuant to
a general formula or method specified by the board of directors.
5. Authorize or approve the issuance or sale or contract for the sale
of shares, or determine the designation and relative rights, preferences, and
limitations of a voting group except that the board of directors may authorize a
committee (or a senior executive officer of the corporation) to do so within
limits specifically prescribed by the board of directors.
Each such committee shall have two or more members who serve at the
pleasure of the board of directors. The board, by resolution adopted by a
majority of the authorized number of directors, may designate one or more
directors as alternate members of any such committee who may act in the place
and stead of any absent member or members at any meeting of such committee.
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The provisions of law, the articles of incorporation and these bylaws
which govern meetings, notice and waiver of notice, and quorum and voting
requirements of the board of directors shall apply to such committees of the
board and their members as well.
Neither the designation of any such committee, the delegation thereto
of authority, nor action by such committee pursuant to such authority shall
alone constitute compliance by any member of the board of directors not a member
of the committee in question with the director's responsibility to act in good
faith, in a manner the director reasonably believes to be in the best interests
of the corporation, and with such care as an ordinarily prudent person in like
position would use under similar circumstances.
ARTICLE VI - CORPORATE BOOKS, RECORDS AND REPORTS
SECTION 1. BOOKS, RECORDS AND REPORTS
The corporation shall keep correct and complete books and records of
account; minutes of the proceedings of its shareholders, board of directors, and
committees of directors; a record of its shareholders; and such other records
and reports as are further described in Article IV, Sections 5 and 6 of these
bylaws, at the principal place of business of the corporation.
Any books, records, and minutes may be in written form or in another
form capable of being converted into written form within a reasonable time.
SECTION 2. ANNUAL FINANCIAL STATEMENTS FOR SHAREHOLDERS
Unless modified by resolution of the shareholders within 120 days of
the close of each fiscal year, the corporation shall furnish its shareholders
annual financial statements which may be consolidated or combined statements of
the corporation and one or more of its subsidiaries, as appropriate, that
include a balance sheet as of the end of the fiscal year, an income statement
for that year, and a statement of cash flow for that year. If financial
statements are prepared on the basis of generally accepted accounting
principles, the annual financial statements must also be prepared on that basis.
If the annual financial statements are reported upon by a public
accountant, the accountant's report must accompany them. If not, the statements
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must be accompanied by a statement of the president or the person responsible
for the corporation's accounting records:
1. Stating the person's reasonable belief whether the statements were
prepared on the basis of generally accepted accounting principles and, if not,
describing the basis of preparation, and
2. 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 if, for reasons beyond the corporation's
control, it is unable to prepare its financial statements within the prescribed
period. Thereafter, on written request from a shareholder who was not mailed the
statements, the corporation shall mail the shareholder the latest financial
statements.
Copies of the annual financial statements shall be kept at the
principal place of business of the corporation for at least 5 years, and shall
be subject to inspection during business hours by any shareholder or holder of
voting trust certificates, in person or by agent.
SECTION 3. OTHER REPORTS TO SHAREHOLDERS
If the corporation indemnifies or advances expenses to any director,
officer, employee, or agent, other 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 shareholders'
meeting, or prior to such meeting if the indemnification or advance occurs after
the giving of such notice but prior to the time that such meeting is held. The
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 service 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.
SECTION 4. ANNUAL REPORT TO DEPARTMENT OF STATE
The corporation shall prepare and deliver an annual report form to the
Department of State each year within the time limits imposed, and containing the
information required, by Section 607.1622 of the Business Corporation Act.
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SECTION 5. INSPECTION BY SHAREHOLDERS
(a) A shareholder of the corporation is entitled to inspect and copy,
during regular business hours at the corporation's principal office, the records
of the corporation described in Article IV, Section 5(e) of these bylaws if the
shareholder gives the secretary written notice of the shareholder's demand at
least 5 business days before the date on which the shareholder wishes to inspect
and copy.
(b) A shareholder of this corporation is entitled to inspect and copy,
during regular business hours at a reasonable location specified by the
corporation, any of the following records of the corporation if the shareholder
meets the requirements of subsection (c) below and gives the corporation written
notice of the shareholder's demand at lest 5 business days before the date on
which the shareholder wishes to inspect and copy:
1. Excerpts from minutes of any meeting of the board of
directors, records of any action of a committee of the board of directors while
acting in place of the board of directors on behalf of the corporation, minutes
of any meeting of the shareholders, and records of action taken by the
shareholders or board of directors without a meeting, to the extent not subject
to inspection under subsection (a) above;
2. Accounting records of the corporation;
3. The record of shareholders; and
4. Any other books and records of the corporation.
(c) A shareholder may inspect and copy the records described in
subsection (b) above only if:
1. The shareholder's demand is made in good faith and for a
purpose reasonably related to the shareholder's interest as a shareholder;
2. The demand describes with reasonable particularity the
share-holders purpose and the records the shareholder desires to inspect; and
3. The records requested are directly connected with the
shareholder's purpose.
(d) This section of the bylaws does not affect:
1. The right of a shareholder to inspect and copy records under
Article 11, Section 11 of these bylaws;
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2. The power of a court, independently of the Business Corporation
Act, to compel the production of corporate records for examination.
SECTION 5. INSPECTION BY DIRECTORS
Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind of the
corporation and to inspect the physical properties of the corporation. Such
inspection by a director may be made in person or by agent or attorney. the
right of inspection includes the right to copy and make extracts.
ARTICLE VII - INDEMNIFICATION AND INSURANCE
SECTION 1. INDEMNIFICATION UNDER BCA SECTION 607.0850
The corporation shall have the power to indemnify any director,
officer, employee, or agent of the corporation as provided in Section 607.0850
of the Business Corporation Act.
SECTION 2. ADDITIONAL INDEMNIFICATION
The corporation may make any other or further indemnification or
advancement of expenses of any of its directors, officers, employees, or agents,
under any Bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in the person's official capacity and as to action
in another capacity while holding such office. However, such further
indemnification or advancement of expenses shall not be made in those instances
specified in Section 607.0850(7)(a-d) of the Business Corporation Act.
SECTION 3. COURT ORDERED INDEMNIFICATION
Unless otherwise provided by the articles of incorporation
notwithstanding the failure of the corporation to provide indemnification, and
despite any contrary determination of the board or of the shareholders in the
specific case, a director, officer, employee, or agent of the corporation who is
or was a party to a proceeding may apply for indemnification or advancement of
expenses, or both, to the court conducting the proceeding, to the circuit court,
or to another court of competent jurisdiction in accordance with Section
607.0850(9) of the Business Corporation Act.
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SECTION 4. INSURANCE
The corporation shall have the power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee, or agent of
the corporation against any liability asserted against the person and incurred
by the person in any such capacity or arising out of the person's status as
such, whether or not the corporation would have the power to indemnify the
person against such liability under provisions of law.
ARTICLE VIII - SHARES
SECTION 1. ISSUANCE OF SHARES
The board of directors may authorize shares to be issued for
consideration consisting of any tangible or intangible property or benefit to
the corporation, including cash, promissory notes, services performed, promises
to perform services evidenced by a written contract, or other securities of the
corporation.
Before the corporation issues shares, the board of directors shall
determine that the consideration received or to be received for shares to be
issued is adequate. That determination by the board of directors is conclusive
insofar as the adequacy of consideration for the issuance of shares relates to
whether the shares are validly issued, fully paid, and nonassessable.
When the corporation receives the consideration for which the board of
directors authorized the issuance of shares, the shares issued therefor are
fully paid and nonassessable. Consideration in the form of a promise to pay
money or a promise to perform services is received by the corporation at the
time of the making of the promise, unless the agreement specifically provides
otherwise.
The corporation may place in escrow shares issued for a contract for
future services or benefits or a promissory note, or make other arrangements to
- -restrict the transfer of the shares, and may credit distributions in respect of
the shares against their purchase price, until the services are performed, the
note is paid, or the benefits received. If the services are not performed, the
shares escrowed or restricted and the distributions created may be canceled in
whole or part.
SECTION 2. CERTIFICATES
After shares in corporation have been fully paid, the holder of the
shares shall be given a certificate representing the shares. At a minimum, each
share certificate shall state on its face the following information:
1. The name of the corporation and that the corporation is organized
under the laws of Florida;
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2. The name of the person to whom issued;
3. The number and class of shares and the designation of the series, if
any, the certificate represents.
Each certificate shall be signed, either manually or in facsimile, by
the president or a vice president and by the secretary or an assistant secretary
of the corporation and may bear the seal of the corporation.
ARTICLE IX - DIVIDENDS
SECTION 1. PAYMENT OF DIVIDENDS
The board of directors may authorize, and the corporation may make,
dividends on its shares in cash, property, or its own shares and other
distributions to its shareholders, subject to any restrictions contained in the
articles of incorporation, to the requirements of Sections 607.0623 and
607.06401 of the Business Corporation Act, and to all applicable provisions of
law.
ARTICLE X - AMENDMENT OF ARTICLES AND BYLAWS
SECTION 1. AMENDMENT OF ARTICLES OF INCORPORATION
The board of directors may propose one or more amendments to the
articles of incorporation for submission to the shareholders. For the amendment
to be effective:
1 . The board of directors must recommend the amendment to the
shareholders, unless the board of directors determines that because of conflict
of interest or other special circumstances it should make no recommendation and
communicates the basis for its determination to the shareholders with the
amendment; and
2. The shareholders entitled to vote on the amendment must approve the
amendment as provided below.
The board of directors may condition its submission of the proposed
amendment to the shareholders on any basis. The shareholders shall approve
amendments to the articles of incorporation by the vote of a majority of the
votes entitled to be cast on the amendment, except as may otherwise be provided
by the articles of incorporation, Sections 607.1003 and 607.1004 of the Business
Corporation Act and other applicable provisions of law, and these bylaws.
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<PAGE> 19
The corporation shall notify each shareholder, whether or not entitled
to vote, of the proposed shareholders' meeting to amend the articles of
incorporation in accordance with Article II, Section 4 of these bylaws. The
notice of meeting must state that the purpose, or one of the purposes, of the
meeting is to consider the proposed amendment and contain or be accompanied by a
copy or summary of the amendment.
Notwithstanding the above provisions of this section and unless
otherwise provided in the articles of incorporation, if this corporation has 35
or fewer shareholders then, pursuant to Section 607.1002(6) of the Business
Corporation Act, the shareholders may amend the articles of incorporation
without an act of the directors at a meeting of the shareholders for which the
notice of the changes to be made is given.
SECTION 2. AMENDMENT OF BYLAWS
The board of directors may amend or repeal these bylaws unless:
1. The articles of incorporation or the Business Corporation Act
reserves the power to amend the bylaws generally or a particular bylaw provision
exclusively to the shareholders; or
2. The shareholders, in amending or repealing the bylaws generally or a
particular bylaw provision, provide expressly that the board of directors may
not amend or repeal the bylaws or that bylaw provision.
The shareholders may amend or repeal these bylaws even though the
bylaws may also be amended or repealed by the board of directors.
CERTIFICATE
This is to certify that the foregoing is a true and correct copy of the
Bylaws of the corporation named in the title hereto and that such Bylaws were
duly adopted by the board of directors of the corporation on the date set forth
below.
Dated: December 17, 1999
/s/ Vicki J. Lavache
Secretary
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<PAGE> 1
Exhibit 3
March 1, 2000
Board of Directors
Liege Holding, Inc.
120 N. U.S. Highway One, Suite 100
Tequesta, FL 33469
Gentlemen:
The undersigned, a beneficial owner of the common stock of Liege
Holding, Inc. (the "Company"), par value $.001 per share (the "Common Stock"),
understands that the Company is filing with the U.S. Securities and Exchange
Commission a registration statement on Form 10-SB (the "Registration
Statement"), for the registration of the Company's Common Stock. As part of the
disclosure included in the Registration Statement, the Company has affirmatively
stated that there will be no trading of the Company's securities until such time
as the Company successfully implements its business plan as described in such
Registration Statement, consummating a merger or acquisition.
In order to insure that the aforesaid disclosure is adhered to, the
undersigned agrees, for the benefit of the Company, that he/she will not offer
to sell, sell assign, pledge, hypothecate, grant any option for the sale of, or
otherwise dispose of, directly or indirectly, any shares of Common Stock of the
Company owned by him/her, or subsequently acquired through the exercise of any
options, warrants or rights, or conversion of any other security, or by reason
of any stock split or other distribution of stock, or grant options, rights or
warrants with respect to any such shares of Common Stock, until the Company
successfully closes a merger or acquisition. Furthermore, the undersigned will
permit all certificates evidencing his/her shares to be endorsed with the
appropriate restrictive legends.
Very truly yours,
------------------------------
(signature of holder)
------------------------------
Please Print Name(s)
- --------------------------------
Number of shares of Common Stock
owned
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