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As filed with the SEC on April 13, 2000 SEC Registration No. *
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PR SPECIALISTS, INC.
(Exact name of registrant as specified in charter
Delaware 7311 95-4792965
(State or other jurisdiction) (Primary Standard Industrial (IRS
Employer Code) Identification)
6041 Pomegranate Lane
Woodland Hills, California 91367
(818) 992-7999
(Address and telephone number of registrant's principal executive offices and
principal place of business)
Approximate date of commencement of proposed sale
to the public: As soon as practicable after
this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ x ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [__]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
[--]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [__]
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CALCULATION OF REGISTRATION FEE
Title of class of Proposed maximum Amount of
Securities to be aggregate offering Registration Fee
registered price (1)
Common Stock,
Par value $0.001
per share $625,000 $173.75
(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457 (o) under the Securities Act.
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PR Specialists, Inc.
Maximum of 3,125,000 shares of our common stock.
The purchase price for our shares is $0.20
Total cash proceeds if maximum issued: $312,500
This is our initial public offering so there is no public market for our shares.
We will offer the shares ourselves and do not plan to use underwriters or pay
any commissions.
This is a risky investment. We have described these risks under the caption
"risk factors" beginning on page *.
per share underwriting discounts total
and commissions to PR Specialists
per share $0.20 none $0.20
total maximum $312,500 none $312,500
The proceeds to be received by us are amounts before deducting expenses of the
offering, estimated to be $50,000.
Neither the Securities and Exchange Commission nor any state securities
commission have approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The information in this prospectus is not complete and may be changed. We may
not sell our shares until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
our shares and it is not soliciting an offer to buy our shares in any state
where the offer or sale is not permitted.
The date of this prospectus is April 13, 2000
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TABLE OF CONTENTS
SUMMARY......................................................................5
RISK FACTORS.................................................................6
USE OF PROCEEDS.............................................................11
DETERMINATION OF OFFERING PRICE.............................................12
DILUTION....................................................................13
SELLING SECURITY HOLDERS....................................................14
PLAN OF DISTRIBUTION........................................................16
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS...........................17
LEGAL PROCEEDINGS...........................................................17
LEGAL MATTERS...............................................................17
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS................17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..............19
DESCRIPTION OF SECURITIES...................................................19
SHARES ELIGIBLE FOR FUTURE SALE.............................................20
RELATED PARTY TRANSACTIONS..................................................22
BUSINESS....................................................................22
MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.....................30
YEAR 2000 READINESS DISCLOSURE..............................................31
FINANCIAL STATEMENTS........................................................f1
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SUMMARY
PR Specialists, Inc. was incorporated and began implementing phases of its
business plan in March 2000. We are a publicity services firm specializing in
small to medium size companies. Our principal executive offices are located 6041
Pomegranate Lane, Woodland Hills, California 91367. Our telephone number at that
location is (818) 992-7999. Our web site can be located at
http://www.PRspecialists.com.
Common stock offered for sale. Up to a maximum of 3,125,000 shares
Price to the public. $0.20 per share in cash. However, as many
as 1,562,500 shares, also valued at $0.20 per share, may
be issued for services at the fair market value of the
services rendered.
Number of shares outstanding
before the offering. 4,500,000 shares
Number of shares to be
outstanding after the
offering. maximum of 7,625,000 shares
Terms of the offering. This is a no
minimum offering. Accordingly, as
shares are sold, we will use the
money raised for our activities. The
offering will remain open until
April 13, 2001, unless we decide
to cease selling efforts prior to this date.
Use of proceeds. We intend to use the net proceeds of this
offering primarily for: -> further development of our
web site, -> recruiting employees, -> payroll, -> sales
and marketing efforts, and -> general corporate
purposes.
Plan of distribution. This is a direct public offering, with
no commitment by anyone to purchase any shares. Our
shares will be offered and sold by our principal
executive officer.
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RISK FACTORS
You should carefully consider the risks described below before making an
investment decision.
Unless we are able to sell all of the shares offered, we may not be able to
continue as a going concern.
Our independent certified public accountants have pointed out that we have an
accumulated deficit and negative working capital so our ability to continue as a
going concern is dependent upon obtaining additional financing for our planned
operations. If we do not raise additional capital then you may lose your entire
investment.
PR Specialists is in the development stage and has generated no revenues to
date.
We were incorporated in March, 2000, and are, therefore, in our development
stage with a limited operating history. We have not generated any revenues. We
have experienced losses and an accumulated deficit of approximately $5,084
through March 31, 2000. We had no cash as of March 31, 2000. You should consider
PR Specialists and our prospects in light of the risks, difficulties and
uncertainties frequently encountered by companies in an early stage of
development. You should not invest in this offering unless you can afford to
lose your entire investment.
We anticipate future losses and might not become profitable.
We anticipate that we will incur losses for the foreseeable future. Our
operating expenses are expected to increase significantly in connection with our
proposed activities. We will incur expenses in developing our web site,
recruiting employees, payroll and to establish our brand name. We cannot be sure
that we can achieve sufficient revenues in relation to our anticipated expenses
to become profitable. If we do become profitable, we cannot be sure that we can
maintain or increase our profitability.
Our success depends on the services of Mr. Eggers.
Mr. Eggers originated the plan for PR Specialists, and we continue to be
dependent on his efforts to oversee the development of the web site, to recruit
additional employees, to obtain clients and for managing our sales and marketing
programs. If we lose his services and can not find a suitable replacement we may
have to cease operations. We do not have insurance covering the life of Mr.
Eggers.
We have limited experience in attracting and retaining corporate clients.
Our operating results will depend to a large extent on attracting and
retaining corporate clients. To date, we have no agreements with any corporate
clients and we have very limited capabilities and experience in securing
corporate clients. In the future, we could be dependent for a substantial
portion of our sales and development on one or a very small number of corporate
clients. In that event, the loss of one or more significant corporate clients
could have a material adverse effect on our business and financial condition.
Since this is a direct public offering and there is no underwriter, we may not
be able to sell any shares ourselves.
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No underwriter has been retained by us to sell these securities. This
offering is being conducted as a direct public offering, meaning there is no
guarantee as to how much money we will be able to raise through the sale of our
stock. Our officer will be selling shares on his own and has no prior experience
in selling securities. If we fail to sell all the stock we are trying to sell,
our ability to expand and complete our business plan will be materially
effected, and you may lose all or substantially all of your investment.
USE OF PROCEEDS
Assuming we are able to sell all of the shares we are offering, we expect to
net approximately $262,500, after deducting the estimated expenses of the
offering of approximately $50,000 and assuming that half of the shares offered
are issued for services.
The following table explains our anticipated use of the net proceeds of this
offering, based upon various levels of sales achieved. Specifically, the first
entry is for the relatively fixed costs associated with conducting this offering
and so are not likely to change. The next entry is for sales and marketing, with
the remaining entries presented in their order of importance to us and our
success. Some of the corporate web site, sales and marketing services we require
may be paid for through the issuance of shares.
In general, the more shares we are able so sell, the more we will be able to
quickly retain employees, conduct sales and marketing activities and generally
grow our business. The numbers above do not include any deductions for selling
commissions since we will be selling the shares through the efforts of our
officer who will not receive any commissions.
There is no minimum amount that must be sold in this offering and there is
no minimum or maximum amount that must be purchased by each investor. We may not
be able to raise the additional funds we need to operate our business. If we
receive no or nominal proceeds we will not remain as a viable going concern and
investors may lose their entire investment.
Application of 500,000 1,562,500
Net Proceeds shares sold shares sold
Offering Costs $ 50,000 $ 50,000
Sales and marketing 5,000 50,000
Public Relations Staff 30,000 150,000
Corporate web site 1,000 2,500
Working capital 5,000 50,000
Total $ 100,000 $312,500
Our management will have broad discretion in allocating a substantial portion
of the proceeds of this offering. We will invest proceeds not immediately
required for the purposes described above principally in United States
government securities, short-term certificates of deposit, money market funds or
other short-term interest bearing investments.
In the event we receive cash proceeds and services of $100,000, we believe
that these net proceeds, together with anticipated funds from operations, will
provide us with sufficient funds to meet our cash requirements for at least
twelve months following the date these proceeds are raised. As set forth in the
above table, if we receive net proceeds in amounts less than $100,000, this
twelve-month time frame will probably be diminished and our business plans will
have to be decreased. None of the offering proceeds we receive will be used to
make loans to officers, directors and/or affiliates. In addition, none of the
offering proceeds will be used to acquire other companies or businesses.
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Our president has never been paid any salary from us. Although he has not
been paid, our president has agreed to continue to work for us until the
offering is closed or abandoned. Our president will be entitled to begin to
receive an annual salary of $65,000 only when we have issued $100,000 worth of
our shares, or when client revenues are sufficient to provide a full or partial
salary. We believe that this level of funding will allow us to generate revenues
that will allow our officers' salary to be paid out of our operating profits.
Our officer understands that if these amounts of gross proceeds or net operating
profits are never generated, he has little chance of ever being paid for his
services to us.
Our description represents our best estimate of the allocation of the net
proceeds of this offering based upon the current status of our business. We
based this estimate on assumptions, including expected size of our client base,
growth of our staff and revenues. We assumed that our proposed services could be
introduced without unanticipated delays or costs. If any of these factors
change, we may find it necessary to reallocate a portion of the proceeds within
the above-described categories or use portions of the proceeds for other
purposes. Our estimates may prove to be inaccurate or new activities may be
undertaken which will require considerable additional expenditures or unforeseen
expenses may occur.
If our plans change or our assumptions prove to be inaccurate, we may need
to seek additional financing sooner than currently anticipated or curtail our
operations. We may need to raise additional funds in the future in order to fund
more aggressive brand promotions and more rapid expansion, to develop newer or
enhanced products or services, to fund acquisitions, to respond to competitive
pressures, or to acquire complementary businesses, technologies or services. The
proceeds of this offering may not be sufficient to fund our proposed expansion
and additional financing may not become available if needed.
DETERMINATION OF OFFERING PRICE
There is no established public market for the shares of common stock being
registered. As a result, the offering price and other terms and conditions
relative to our shares have been arbitrarily determined by us and do not
necessarily bear any relationship to assets, earnings, book value or any other
objective criteria of value. In addition, no investment banker, appraiser or
other independent, third party has been consulted concerning the offering price
for the shares or the fairness of the price used for the shares.
DILUTION
Purchasers of the shares will experience immediate and substantial dilution
in the value of their shares after purchase. The difference between the initial
public offering price per share and the net tangible book value per share of
common stock after this offering constitutes the dilution to investors in this
offering. Net tangible book value per share is determined by dividing total
tangible assets less total liabilities by the number of outstanding shares of
common stock.
At March 31, 2000, we had a net tangible book value of $0 or $0.00 per share.
After giving effect to the cash sale of the maximum of 1,562,500 shares and the
receipt of $262,500 in cash, less offering expenses estimated at $50,000, our
adjusted net tangible book value at March 31, 2000 would have been approximately
$262,500 or $.03 per share. This represents an immediate increase in net
tangible book value of $.03 per common share if we are able to complete the
maximum offering to the existing shareholders. Completing the maximum offering
would result in an immediate dilution of $.17 per common share to persons
purchasing shares in this offering.
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The following table explains the dilution of this offering, based upon various
levels of sales achieved:
March 31, 500,000 1,562,500
2000 shares sold shares sold
Public offering
price per share n/a $0.20 $0.20
Net tangible
book value
per share of
common stock
before the offering $0 n/a n/a
Pro forma
net tangible
book value per
share of common
stock after the
offering n/a $0.01 $0.03
Increase to
net tangible
book value per
share attributable
to purchase of
common stock by
new investors n/a $0.01 $0.03
Dilution to
new investor n/a $0.19 $0.17
PLAN OF DISTRIBUTION
General
We are offering up to a maximum of 1,562,500 shares at a price of $0.20 per
share. We are offering the shares directly on a best efforts, no minimum basis
and no compensation is to be paid to any person for the offer and sale of the
shares. Since this offering is conducted as a direct public offering, there is
no assurance that any of the shares will be sold.
There is no public market for our shares but we hope to have prices for our
shares quoted on the bulletin board maintained by the National Association of
Securities Dealers after we complete our offering.
The offering shall be conducted by our president. Although he is an associated
person of us as that term is defined in Rule 3a4-1 under the Exchange Act, he is
deemed not to be a broker for the following reasons:
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He is not subject to a statutory disqualification as that term is defined in
Section 3(a)(39) of the Exchange Act at the time of his participation in the
sale of our securities.
He will not be compensated for his participation in the sale of our
securities by the payment of commission or other remuneration based either
directly or indirectly on transactions in securities.
He is not an associated person of a broker or dealers at the time of his
participation in the sale of our securities.
He will restrict his participation to the following activities:
A. Preparing any written communication or delivering any
communication through the mails or other means that does not involve
oral solicitation by him of a potential purchaser;
B. Responding to inquiries of potential purchasers in a communication
initiated by the potential purchasers, provided however, that the content of
responses are limited to information contained in a registration statement
filed under the Securities Act or other offering document;
C. Performing ministerial and clerical work involved in
effecting any transaction.
As of the date of this Prospectus, no broker has been retained by us for the
sale of securities being offered. In the event a broker who may be deemed an
underwriter is retained by us, an amendment to our registration statement will
be filed.
The offering will remain open until April 13, 2001, unless the maximum proceeds
are received earlier or we decide to stop selling our shares. Our officer,
existing stockholders and affiliates may purchase shares in this offering. There
is no limit to the number of shares they may purchase.
No escrow of proceeds
There will be no escrow of any of the proceeds of this offering.
Accordingly, we will have use of all funds raised as soon as we accept a
subscription and funds have cleared. These funds shall be non-refundable to
subscribers except as may be required by applicable law.
Shares issued for services
As many as 1,562,500 shares may be issued for services. Any shares that are
issued for services will be valued at $0.20 per share, which is the amount we
could have received if we sold the shares instead of issuing it for services.
We do not currently have any agreements with others to issue shares for
services. However, we do anticipate that in the future, we may issue shares for
web site development, sales and marketing, Internet access and other services.
When we issue shares for services, the value of the services must be a fair
market value. The fair market value of the service provided will be determined
by our president and will be based upon a reasonable evaluation of market rates
and values for specific services.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that reflect our views
about future events and financial performance. Our actual results, performance
or achievements could differ materially from those expressed or implied in these
forward-looking statements for various reasons, including those in the "risk
factors" section on page *. Therefore, you should not place undue reliance upon
these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance, or achievements.
LEGAL PROCEEDINGS
We are not a party to or aware of any threatened litigation of a material
nature.
LEGAL MATTERS
The validity of the shares offered under this prospectus is being passed upon
for us by Hoge, Evans, Holmes, Carter & Ledbetter PLLC, Dallas TX.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table and subsequent discussion contains information concerning
our director and executive officer, who will serve in the same capacity with us
upon completion of the offering. Our executive officer was elected to his
position in March 2000.
Name Age Title
Bryan Eggers 51 president and director
There are no other persons nominated or chosen to become directors or executive
officers nor do we have any employees other than above.
Mr. Eggers has served as president and director since March 2000. From
November 1999 until March 2000, he served as an independent public relations
consultant. From December 1998 until November 1999, he served as vice president
of public relations of CDbeat.com, an Internet music software company. From
August 1998 until December 1998, Mr. Eggers served as an independent public
relations consultant. From May 1996 until August 1998, Mr. Eggers served as the
Marketing Communications Manager of Luckman Interactive, an Internet software
development company. From April 1994 until May 1996, Mr. Eggers served as a
Public Relations Specialist for the Dataproducts Division of Hitachi, a computer
printer manufacturer. From May 1993 until April 1994, Mr. Eggers served as a
consultant for public relations and marketing for Now-Online, Inc., an Internet
service provider.
Our directors hold office until the next annual meeting of shareholders and
the election and qualification of their successors. Directors receive no
compensation for serving on the board of directors other than reimbursement of
reasonable expenses incurred in attending meetings. Officers are appointed by
the board of directors and serve at the discretion of the board.
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Executive Compensation
The following table sets forth all compensation awarded to, earned by, or paid
for services rendered to us in all capacities during the period ended March 31,
2000, by our executive officer whose salary and bonus for the period exceeded
$100,000.
Summary Compensation Table
Long-Term Compensation Awards
Name and Principal Compensation - 2000
Position Salary ($) Bonus ($)Number of shares
---------- --------- Underlying Options (#)
Bryan Eggers, president None None None
Mr. Eggers is currently employed by PR Specialists, Inc. at an annual salary of
$65,000 per annum according to a one year written employment agreement signed on
March 21, 2000. Mr. Eggers is not accruing or entitled to any compensation and
will not be paid until we raise at least $100,000 from this offering, or when
client revenues are sufficient to provide a full or partial salary. His
employment agreement provides for reimbursement of business related expenses,
two weeks of vacation per calendar year, medical and disability benefits,
additional benefits as offered by us and bonus entitlement. Until there is an
independent board member, Mr. Eggers has verbally agreed not to receive any
benefits or bonus from PR Specialists, Inc. The employment contract also
contains standard non-compete, termination, confidentiality and other clauses.
We do not presently have a stock option plan but intend to develop an
incentive-based stock option plan for our officers and directors in the future
and may reserve up to ten percent of our outstanding shares of common stock for
that purpose.
Conflict of Interest - Management's Fiduciary Duties
A conflict of interest may arise between management's personal financial
benefit and management's fiduciary duty to you. Management's interest in their
own financial benefit may at some point compromise their fiduciary duty to you.
No proceeds from this offering will be used to purchase directly or
indirectly any shares of the common stock owned by management or any present
shareholder, director or promoter. No proceeds from this offering will be loaned
to any current management or director. We also will not purchase the assets of
any company, which is beneficially owned by any of our officers, directors,
promoters or affiliates.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of our common stock before and after giving effect to the sale of the
maximum number of shares of common stock offered. All shareholders have sole
voting and investment power over the shares beneficially owned. Included within
this table is information concerning each stockholder who owns more than 5% of
any class of our securities, including those shares subject to outstanding
options. Although our officer may purchase shares in this offering, the
following amounts assume that our officer does not purchase any additional
shares.
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Beneficial ownership shares owned Percentage of shares
class of common stock before after
offering offering
Bryan Eggers 3,000,000 66.67% 40.98%
6041 Pomegranate Lane
Woodland Hills, California 91367
Joel Arberman
444 Bedford Street
Stamford, Connecticut 06901 1,500,000 33.33% 20.49%
DESCRIPTION OF SECURITIES
Current capital structure
As of the date of this prospectus, we have 20,000,000 shares of common stock,
par value $0.001, authorized, with 4,500,000 shares outstanding held of record
by 2 stockholders.
Common stock
The holders of common stock are entitled to one vote for each share held of
record on all matters to be voted on by the shareholders. There is no cumulative
voting with respect to the election of directors, with the result that the
holders of more than 50 percent of the shares voted for the election of
directors can elect all of the directors. The holders of common stock are
entitled to receive dividends when, as and if declared by the board of directors
out of funds legally available. In the event of liquidation, dissolution or
winding up of our business, the holders of common stock are entitled to share
ratably in all assets remaining available for distribution to them after payment
of liabilities and after provision has been made for each class of stock, if
any, having preference over the common stock. When issued for the consideration
outlined in this prospectus, all of the outstanding shares of common stock will
be fully paid and non-assessable.
Preferred stock
PR Specialists is authorized to issue up to 5,000,000 shares of preferred
stock, par value $0.001. Our board of directors is empowered, without
shareholder approval, to issue additional series of preferred stock with any
designations, rights and preferences as they may from time to time determine.
Thus, preferred stock, if issued, could have dividend, liquidation, conversion,
voting or other rights that could adversely affect the voting power or other
rights of the common stock. Preferred stock, if issued, could be utilized, under
special circumstances, as a method of discouraging, delaying or preventing a
change in control of our business.
Options and Warrants. We do not presently have any options or warrants
authorized. However, our board of directors may later determine to authorize
options and warrants.
Dividend Policy. To date, we have not paid any dividends. The payment of
dividends, if any, on the common stock in the future is within the sole
discretion of the board of directors and will depend upon our earnings, capital
requirements, financial condition, and other relevant factors. The board of
directors does not intend to declare any dividends on the common stock in the
foreseeable future, but instead intends to retain all earnings, if any, for use
in our business operations.
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Transfer Agent and Registrar. We intend to use Interwest Transfer Company,
Inc. as our transfer agent for the common stock.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this offering, we will have 7,625,000 shares of common
stock outstanding, if we sell all of the shares in this offering. Of these
shares, the 3,125,000 shares to be sold in this offering will be freely tradable
without restriction or further registration under the Securities Act of 1933,
except that any shares purchased by our affiliates, as that term is defined in
Rule 144 under the Securities Act, may generally only be sold in compliance with
the limitations of Rule 144 described below.
The remaining 4,500,000 of common stock held by existing stockholders were
issued and sold by us in reliance on exemptions from the registration
requirements of the Securities Act. Of these shares, 4,500,000 shares will
become eligible for sale on March 21, 2001, subject to the limitations of Rule
144. We cannot predict the effect, if any, that offers or sales of these shares
would have on the market price. Nevertheless, sales of significant amounts of
restricted securities in the public markets could adversely affect the fair
market price of the shares, as well as impair our ability to raise capital
through the issuance of additional equity shares.
In general, under Rule 144, a person who has beneficially owned shares for
at least one year is entitled to sell, within any three-month period, a number
of shares that does not exceed the greater of (1) one percent of the then
outstanding shares of common stock or (2) the average weekly trading volume in
the common stock in the over-the-counter market during the four calendar weeks
preceding the date on which notice of the sale is filed, provided several
requirements concerning availability of public information, manner of sale and
notice of sale are satisfied. In addition, our affiliates must comply with the
restrictions and requirements of Rule 144, other than the one-year holding
period requirement, in order to sell shares of common stock which are not
restricted securities.
Under Rule 144(k), a person who is not an affiliate and has not been an
affiliate for at least three months prior to the sale and who has beneficially
owned shares for at least two years may resell their shares without compliance
with those requirements. In meeting the one-and two-year holding periods
described above, a holder of shares can include the holding periods of a prior
owner who was not an affiliate. The one-and two-year holding periods described
above do not begin to run until the full purchase price or other consideration
is paid by the person acquiring the shares from the issuer or an affiliate.
There is presently no agreement by any holder, including our "affiliates", of
"restricted" shares not to sell their shares.
Penny stock regulation
Broker- dealer practices in connection with transactions in "penny stocks" are
regulated by penny stock rules adopted by the Commission. Penny stocks generally
are equity securities with a price of less than $5.00. The penny stock rules
require a broker-dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure document that
provides information about penny stocks and the risks in the penny stock market.
The broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and monthly account statements showing the
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market value of each penny stock held in the customer's account. In addition,
the penny stock rules generally require that prior to a transaction in a penny
stock, the broker-dealer make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction. These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for a
stock that becomes subject to the penny stock rules. As our shares immediately
following this offering will likely be subject to penny stock rules, investors
in this offering will in all likelihood find it more difficult to sell their
securities.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Our certificate of incorporation contains provisions permitted under the
General Corporation Law of Delaware relating to the liability of directors. The
provisions eliminate a director's liability to stockholders for monetary damages
for a breach of fiduciary duty, except in circumstances involving wrongful acts,
including the breach of a director's duty of loyalty or acts or omissions which
involve intentional misconduct or a knowing violation of law. Our certificate of
incorporation also contains provisions obligating us to indemnify our directors
and officers to the fullest extent permitted by the General Corporation Law of
Delaware. We believe that these provisions will assist us in attracting and
retaining qualified individuals to serve as directors.
Following the close of this offering, we will be subject to the State of
Delaware's business combination statute. In general, the statute prohibits a
publicly held Delaware corporation from engaging in a business combination with
a person who is an interested stockholder for a period of three years after the
date of the transaction in which that person became an interested stockholder,
unless the business combination is approved in a prescribed manner. A business
combination includes a merger, asset sale or other transaction resulting in a
financial benefit to the interested stockholder. An interested stockholder is a
person who, together with affiliates, owns, or, within three years prior to the
proposed business combination, did own 15% or more of our voting stock. The
statute could prohibit or delay mergers or other takeovers or change in control
attempts and accordingly, may discourage attempts to acquire us.
As permitted by Delaware law, we intend to eliminate the personal liability
of our directors for monetary damages for breach or alleged breach of their
fiduciary duties as directors, subject to exceptions. In addition, our bylaws
provide that we are required to indemnify our officers and directors, employees
and agents under circumstances, including those circumstances in which
indemnification would otherwise be discretionary, and we would be required to
advance expenses to our officers and directors as incurred in proceedings
against them for which they may be indemnified. The bylaws provide that we,
among other things, will indemnify officers and directors, employees and agents
against liabilities that may arise by reason of their status or service as
directors, officers, or employees, other than liabilities arising from willful
misconduct, and to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified. At present, we are not aware
of any pending or threatened litigation or proceeding involving a director,
officer, employee or agent of ours in which indemnification would be required or
permitted. We believe that our charter provisions and indemnification agreements
are necessary to attract and retain qualified persons as directors and officers.
We have agreed to the fullest extent permitted by applicable law, to indemnify
all our officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of PR
Specialists, we have been advised that in the opinion of the Securities and
Exchange Commission that the indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
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RELATED PARTY TRANSACTIONS
On March 21, 2000, we issued 3,000,000 shares to our president Mr. Eggers, and
1,500,000 shares to Mr. Arberman, a founder. Each received their shares for
nominal corporate organization services provided.
Mr. Eggers, our president, provides various equipment and a portion of his home
for office space for no consideration. The value of this equipment and office
space are considered to be insignificant.
All future transactions between PR Specialists, Inc. and its officers, directors
or 5% shareholders, and their respective affiliates, will be on terms no less
favorable than could be obtained from unaffiliated third parties and will be
approved by a majority of any independent, disinterested directors.
BUSINESS
General
PR Specialists was incorporated in March 2000. Although PR Specialists is
only recently organized and has few tangible assets, PR Specialists is not a
"blank check" company. A company is considered "blank check" when it is
development stage and has no specific business plan or purpose, or has indicated
that its business plan is to engage in a merger or acquisition with an
unidentified company. We are a publicity services firm specializing in small and
medium size businesses.
Our market
Publicity is a method of promotion that allows a company to achieve
marketing goals using editorial coverage as opposed to paid advertising.
Publicity can develop a client's corporate identity, enhance credibility, help
develop strategic business relationships and increase the sales of products or
services. The cost of obtaining editorial coverage using publicity can be
significantly less than buying traditional advertising and is often more
effective. Many companies have successfully launched new products using only
low-cost publicity techniques, however, the two are often used together for
maximum effect.
Prior to the development of the Internet, publicity was primarily used to obtain
editorial coverage in newspapers, magazines, radio and television. Printed
articles are still a key publicity goal, but the huge growth of the Internet has
created new publicity opportunities. Many businesses are now adopting web sites
as a tool for improving business, with many well-known companies maintaining a
web presence.
Driving user traffic to web sites is considered by PR Specialists to be the
number one publicity opportunity on the Internet. Almost every web site wants
more traffic and is therefore a candidate for our services. Building a web site
is not enough; the benefits cannot be realized unless the company's target
audience can be persuaded to visit the company's site. According to the Internet
Software Consortium, the number of registered domain names as of January 2000
had increased to 72,398,092. Creating a steady flow of web site traffic to a
client's site requires several integrated online and offline publicity
strategies. These techniques include press announcements, editorial coverage,
product reviews, interviews, search engine positioning, cross-linking
(site-to-site), co-promotional deals, advertising, keyword buys, targeted
e-mailings, and others.
Building web site traffic is just one element of achieving marketing goals,
although it may mean the difference between success and failure for companies
that are solely Internet-based.
Before launching a comprehensive publicity campaign, the publicist discusses the
overall goals of the campaign with the client. A good campaign will introduce
the company to the market in a cost-effective manner and increase the awareness
of its products, plans, issues and activities. The client may optionally want
this awareness extended to the investment or fund-raising communities, local
groups, affiliates, customers, members and political organizations. Other
publicity campaigns are designed to promote a specific event or to increase the
public profile of a key executive.
PR Specialists helps a client determine the correct positioning of the company
and implements a strategy that utilizes various marketing and publicity
techniques to achieve these goals. Smaller companies may be able to achieve
their goals with a simple press release, while other companies will require
aggressive use of a variety of publicity techniques.
To perform the multitude of publicity services in-house, a company would have to
make substantial commitments of time, money and PR personnel to keep current
with rapidly changing online and offline publications, editorial contacts for
each media, techniques for pitching stories, publicity tools and resources, and
the rapidly evolving technologies for search engine positioning. We know which
editors to contact, how they prefer to be contacted, the type of stories covered
in each publication, and all the editorial opportunities that must be pursued on
a daily basis to obtain maximum media coverage for a client. We have the skills
to convert a reporter's inquiry into a finished story.
PR companies are also more effective because they can dynamically allocate
specialized personnel according to the current needs of clients. PR
professionals with the requisite editorial contacts and promotional skills are
often in short supply and many organizations are reluctant to expand their
marketing departments when they are attempting to minimize fixed costs to
increase returns on investment. At the same time, external economic factors
encourage organizations to focus on their core competencies and limit workforces
in the marketing areas.
Accordingly, many businesses have chosen to outsource public relations to PR
agencies. These agencies can leverage accumulated strategic, technical and
creative talent and track developments in a field characterized by rapidly
changing media, editorial contacts and promotional techniques. A number of PR
companies have emerged to address the significant and growing market for
Internet-specific publicity.
We believe that the rapidly increasing demand for Internet publicity solutions,
with emphasis on driving web site traffic, has created a significant marketing
opportunity for our PR services firm. In the rapidly changing Internet
environment, an organization that could deliver a complete promotional solution
could capitalize on this opportunity to help companies promote their businesses
in innovative ways.
Strategy
Our mission is to provide the expertise and resources required to help
clients promote their Internet businesses. Offering a complete solution will
drive web site traffic and help clients achieve their marketing goals. To
capitalize on the opportunity presented by the rapid growth in demand for those
services, we are building a professional services firm with experienced PR
specialists who can develop client relationships, gain an in-depth understanding
of client promotional needs, and implement a complex publicity strategy. We
believe that our operational model will enable us to scale rapidly by hiring
more specialists and continually expand to a more efficient internal structure.
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Services
We offer a range of services to deliver publicity solutions designed to help
clients promote their Internet businesses. In each consulting engagement, the
client can contract for the specific services it requires, depending on the
nature of the engagement and the marketing goals of the client's organization.
We intend to bill the majority of our engagements on a time and materials basis,
although we also intend deliver solutions on a fixed-price basis. If we fail to
accurately estimate the resources and time required for a project or to complete
projects within budget, we would have cost overruns and, in some cases,
penalties, which could hurt our business.
We offer the following services:
- - Strategy consulting. We conduct a thorough study of a client's marketing goals
to determine the ways in which publicity solutions can be used to help achieve
these goals. We would deliver our recommendations, which define the strategic
basis for a comprehensive publicity solution that takes into account the
client's budget, timeline and available resources.
- - Publicity plan. We translate the client's marketing goals into a plan that
utilizes proven publicity techniques to meet the client's requirements. By
choosing us, our clients would receive solutions implemented by PR professionals
who understand the media, have the necessary creative skills and editorial
contacts, can identify editorial opportunities prior to publication, and
understand how to successfully pitch stories to editors. Our objective is to
provide a complete, effective, publicity solution that can be implemented by an
efficient team of specialists to produce maximum editorial exposure and achieve
the desired results.
- - Press releases. Once the correct positioning of the client business and
products is determined, contact is made with appropriate editorial contacts in
the media. Press releases are written and distributed to editors using various
distribution methods including PR Newswire, BusinessWire, Internet Wire, e-mail,
hard copy, or telephone. Using this combination of distribution techniques
ensures that each release will be seen by thousands of editorial contacts at
newspapers, magazines, trade journals, Internet news sites, radio and
television. We may also use other external sources that provide unique story
placement or technical capabilities such as video news releases.
- - Post-release support. Includes coordination of all follow-up media requests
for additional information such as specifications, artwork, surveys, white
papers, background information, photos and interviews with the client. This
support ensures that the editors and reporters have everything they need to
finish the story on deadline.
- - Press kits. We help clients design a press kit containing current press
releases, advisories, background information, biographies and photos.
- - Editorial contact database. We maintain a master media list of all editors,
reporters, reviews and analysts. These names are cross-referenced according to
editorial focus. We also track the ongoing activity of each editor with each
client. Names are updated frequently based on input from trade show registration
lists, media guides, online sources and current magazine mastheads.
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- - Editorial calendars. We analyze the editorial calendars of magazines and
newspapers to identify upcoming articles that can include coverage for our
clients. This will ensure that the client is included in all articles related to
the client's business.
- - New product announcements. We obtain editorial coverage in key publications
for our clients' new products to help ensure a successful rollout.
- - Product reviews. We identify editorial opportunities for our clients' products
and services to ensure that they are included in product reviews, comparisons,
and first look articles. We coordinate these reviews, providing support and
fact-checking during the product evaluation process.
- - Trade show support. We coordinate the press activities for our clients at
trade shows and other events. We mail press advisories, create press kits,
schedule appointments with editors, and coordinate other editorial events
related to the show.
- - Clipping services. We use a variety of clipping services and online searches
to locate articles that mention our client. These articles represent some of the
tangible results of our work. Articles will be compiled into a clipping book for
the client.
- - Web site promotion. We work with clients to develop a strategy for achieving
online marketing objectives by increasing web site traffic, strengthening brand
awareness and generating sales leads.
Clients
We do not currently have any paying clients and there are no arrangements or
understandings to gain clients. If we cannot attract a client base, we will not
be able to generate sufficient publicity revenue. Demand and market acceptance
for Internet web site promotion is not established. We cannot be sure that the
market will continue to emerge or become sustainable. If the market fails to
develop or develops more slowly than we expect, then our ability to generate
revenue may be materially adversely affected and we may have to cease
operations. Our success will depend in great part on our ability to successfully
implement our marketing and sales program and create sufficient levels of demand
for our services.
We intend to market our services primarily to small and medium-size
companies that do not have an internal PR staff. These companies have several
desirable characteristics as potential clients: a need for publicity ranging
from simple press releases to complex media promotions, a need to drive traffic
to web sites, a need to strengthen brand awareness, a need to increase sales of
a product or service, and a reasonable budget devoted to marketing expenditures.
We tailor our professional services to meet the specific needs of these clients.
Clients will typically require one of three levels of publicity. The first
level is for clients whose goals can be achieved with a single press release.
This type of publicity is low-cost but passive; we only pursue editors who
express interest in the release. The second level involves a continuous outgoing
promotion in which we aggressively identify all current and future publicity
opportunities across various types of media. The third level combines this
aggressive pro-active approach with the added task of coordinating reviews of
products and services. Our strategy is to provide clients with long-term,
ongoing services because the accumulative effect of this publicity will produce
the most editorial coverage. We will target clients whose marketing needs will
result in projects that will generate $1,200 to $7,500 in monthly revenues.
However, in the early stages of our business, we may need to accept smaller size
contracts in order to build a portfolio of references.
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Our future consulting engagements may involve projects that are critical to
the operations of our clients' businesses. If we do not perform to our clients'
expectations, we face potential liability. Any failure or inability to meet a
client's expectations in the performance of our services could injure PR
Specialists' business reputation or result in a claim for substantial damages.
Our projects may involve use of material that is confidential or proprietary
client information. The successful assertion of one or more large claims against
us for failing to protect confidential information or failing to complete a
project properly and on time could hurt us.
Marketing
We have already begun to identify and market services to clients. We intend
to sell our services with an account executive overseeing a small staff of
publicists. Our president will identify and try to retain initial publicists
through networking and advertisements in sales and marketing related
publications to assist us in fulfilling these positions.
Our sales staff would typically target our sales efforts at senior
executives within a marketing organization. When a prospective client is
interested in working with us, we will analyze which portions of its marketing
and publicity we can support. Throughout this analysis, we work with the
prospective client to negotiate terms of a service agreement. Clients are
expected to enter into short-term agreements with us. Our goal through this
process is to demonstrate our capability to provide valuable publicity, and to
obtain a longer-term service agreement with the client.
Our marketing efforts will be dedicated to demonstrating the benefits of
publicity, and the effectiveness of our organization in providing complete
publicity solutions, to key decision makers in client organizations. Our
marketing efforts will be focused on general communications and on obtaining
referrals from our existing clients. We may participate in trade conferences and
industry forums, and advertise in business publications. We intend to increase
our advertising and marketing expenditures in an effort to become better known
in our target markets. These expenditures will cover the addition of account
executives and publicists, support staff, increased advertising, increased media
relations, increased presence at trade conferences, and continuing improvements
to our web site.
Our marketing budget depends on a number of factors, including our results
of operations and ability to raise additional capital. In the event that we are
successful in raising additional capital or our results of operations exceed our
expectations, our marketing budget for the next 12-month period will increase
significantly.
Strategic relationships
We do not have any strategic relationships at this time. We intend to enter
into strategic relationships with a limited number of leading marketing,
advertising and web promotion companies. We believe that these relationships,
which will typically be non-exclusive, will enable us to deliver to clients more
effective solutions with greater efficiency because the strategic relationships
provide us with the opportunity to provide complementary services to existing
agencies who provide advertising services but not publicity. These relationships
also allow more cost-effective use of press release distribution systems and
other resources, and create more cross-selling opportunities. We also believe
that these relationships are important because they leverage the strong brand
and technology positions of these market leaders.
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Operations
We have very limited operations. Our president currently spends a minimum of
40 hours per week working for us. Our operations are in Woodland Hills,
California. We are currently borrowing all of our telecommunications and
Internet equipment from our president. Our systems include one computer
containing web site development, public relations, marketing and accounting
software.
We currently do not have any redundant systems that would handle our system
functions in the event of a system failure, nor do we have an off-site backup of
our information. In the event of a catastrophic loss at our Woodland Hills
facility resulting in damage to, or destruction of, our computer,
telecommunications and Internet systems, we would have a material interruption
in our business operations.
Competition
The market for Internet publicity services is relatively new, intensely
competitive, rapidly evolving and subject to rapid technological change. We
expect competition to persist, intensify and increase in the future. Some of our
larger competitors include other publicity service firms such as Ogilvy,
Edelman, Nautilus and PAN Communications. Some of these competitors offer a full
range of Internet publicity services and several others have announced their
intention to do so.
There are relatively low barriers to entry into our business. For example,
we have no significant proprietary technology that would preclude or inhibit
competitors from entering the Internet publicity services market. We expect to
face additional competition from new entrants into the market in the future.
Existing or future competitors could develop or offer services that provide
significant performance, price, creative or other advantages over those offered
by us.
We believe that the principal competitive factors in our market are
strategic expertise, editorial contacts, creative skills, brand recognition,
effectiveness of the delivered publicity solution, client service and price.
Most of our current and potential competitors have longer operating histories,
larger installed client bases, longer relationships with clients and
significantly greater financial, technical, marketing and public relations
resources than we have and could decide at any time to increase their resource
commitments to our market. In addition, the market for Internet publicity
solutions is relatively new and subject to continuing definition, and, as a
result, the core business of many of our competitors may better position them to
compete in this market as it matures. Competition of the type described above
could materially adversely affect our business, results of operations and
financial condition.
Regulation of our business
We do not currently face direct regulation by any governmental agency, other
than laws and regulations generally applicable to businesses.
Employees
As of the date of this prospectus, we have one full time employee.
By the end of this year, we intend to hire one account representative, four
publicists, and one secretary. These employees will support our sales, creative,
marketing, support and administrative organizations. Competition for qualified
personnel in the industry in which we compete is intense. We believe that our
future success will depend in part on our continued ability to attract, hire or
acquire and retain qualified employees.
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Properties
We have our corporate headquarters in Woodland Hills, California.
Substantially all of our operating activities are conducted from 200 square feet
of office space provided by our president at no charge. We believe that
additional space will be required as our business expands and believe that we
can obtain suitable space as needed. We do not own any real estate.
Legal proceedings
We are not currently involved in any legal or regulatory proceedings or,
arbitration. However, our business involves substantial risks of liability,
including possible exposure to liability under federal, state and international
laws in connection with the gathering and use of information about our users,
infringing the proprietary rights of others and possible liability for product
defects, errors or malfunctions.
MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of operations
PR Specialists began implementing phases of its business plan in March 2000.
We began by purchasing and installing office equipment, a computer, editorial
database software and web site development software. We purchased the domain
name www.PRspecialists.com and have developed a database of over 3,000 editorial
contacts in various media.
Our web site presents a variety of information that we believe will be of
interest to future customers. We provide several categories of information,
including:
o our services - information about the publicity services we offer o rates -
a section for potential customers to obtain quotes from us o benefits of
publicity - the benefits of publicity and advantages of using it to promote
web sites and products o about us - a description and background of us o
employment - an explanation of the types of employees we are seeking o news
- current information about us o contact us - our address, phone/fax number
and email address o samples - we show examples of publicity that has
appeared in various prominent magazines and newspapers.
We believe that the most important portion of our web site is the section
that displays examples of publicity that have been generated by our president.
The samples demonstrate the wide range of editorial contacts that we posses and
our ability to pitch stories to the media. Our publicity examples include front
page articles on magazines, full-page articles in newspapers, announcements of
new products, product reviews, and scans of our clients appearing on CNN and
other TV stations.
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As a result of the initial samples, we have been able to identify several
individuals and entities that were interested in us to publicize their business
and in some cases create and host their web sites. In return for not charging
them for our nominal services, each has agreed to serve as a reference for us,
which we believe, will help us in getting paying customers. One such client is
an entertainment site created by PR Specialists for former San Francisco
Chronicle columnist Jim Brachman at http://www.Brachman.com. Other clients
include DigitalPayloads, DigitalXposure and Fightnews.com for which we have
provided various consulting services pertaining to their PR strategies.
Based upon our samples and our references, we have had several early-stage
discussions with individuals that are considering hiring us to publicize their
products and services. The discussions are ongoing, have not led to any contract
as of the date of this date and we can not assure you that they will lead to any
revenues.
Since early March 2000, we began to identify publicists that could be hired
as full-time employees. Other small companies have been identified for strategic
relationships or possible acquisitions due to the complementary nature of their
business and their desirable client base. Based upon our recent conversations
with qualified individuals, we are comfortable that we can secure appropriate
publicists and account representatives as needed and in an economical manner, to
satisfy a wide variety of possible publicist projects from future clients. To
date, we have not hired any employees. We plan to continue to identify suitable
publicists so that we have a wide range to select from we need them.
Beginning in the third quarter of 2000, we plan to identify an account
representative that will obtain contracts for publicity clients. This individual
would be compensated on a salary/commission basis, which would be calculated
from the total revenues we receive as a result of their efforts.
Revenues
We have not generated any revenues as of this date. We intend to generate
revenue by offering a range of services to generate publicity that will help
clients promote their businesses. In each consulting engagement, the client can
contract for the specific services it requires, depending on the nature of the
engagement and the capabilities of the client's organization. We intend to bill
the majority of our engagements on a time and materials basis, although we also
intend to deliver solutions on a fixed-price basis.
Cost of revenues
As we grow, our operating expenses will increase in connection with building
and maintaining our team of publicists, sales, general and administrative needed
to support our growth.
Publicity expenses will consist primarily of compensation for publicists that
provide us with creative writing, editorial contacts and the skills to pitch
stories to the media. We expect to significantly increase our publicist, sales
and support staff expenses in absolute dollars as we secure new clients.
Sales and marketing expenses will consist primarily of compensation for
account executives, travel, public relations, sales and other promotional
materials, trade shows, advertising, and other sales and marketing programs. We
expect to continue to increase our sales and marketing expenses in absolute
dollars in future periods to promote our brand, to pursue our business
development strategy and to increase the size of our sales force.
General and administrative expenses will consist primarily of compensation
for personnel and fees for outside professional advisors. We expect that general
and administrative expenses will continue to increase in absolute dollars in
future periods as we continue to add staff and infrastructure to support our
expected domestic and international business growth and bear the increased
expense associated with being a public company.
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We anticipate that we will incur net losses for the foreseeable future. The
extent of these losses will be contingent, in part, on the amount of net revenue
generated from clients. There can be no assurance that our operating losses will
not increase in the future or that we will ever achieve or sustain
profitability.
Limited operating history
Our limited operating history makes predicting future operating results very
difficult. We believe that you should not rely on our current operating results
to predict our future performance. You must consider our prospects in light of
the risks, expenses and difficulties encountered by companies in new and rapidly
evolving markets. We may not be successful in addressing these risks and
difficulties.
Our fiscal year ends December 31.
Results of operations
For the period March 21, 2000 to March 31, 2000, we did not generate any
operating revenues and incurred a cumulative net loss of approximately $5,084.
Our operating expenses consist of organizational costs including accounting,
incorporation and state fees as well as the purchase of office supplies and
communications expenses.
The results of operations for the period March 21, 2000 to March 31, 2000
are not indicative of the results for any future interim period. We expect to
expand our business and client base, which will require us to increase our sales
and marketing and to hire additional employees, which will result in increasing
expenses.
Liquidity and capital resources
Our operating and capital requirements have exceeded our cash flow from
operations as we have been building our business. During the period March 21,
2000 to March 31, 2000 we used cash of approximately $5,084 for operating and
investing activities, which have been primarily funded by $5,084 in capital
contributions from our stockholders. At March 31, 2000 we had no cash.
We expect to make expenditures of at least $100,000 during the twelve months
following the closing of this offering. These expenditures will be used to
continue web site development, recruiting employees, payroll, begin sales and
marketing and for general working capital.
We have an accumulated deficit and negative working capital and accordingly,
our ability to continue as a going concern is dependent upon obtaining
additional capital and financing for our planned operations.
If we are successful in selling at least 500,000 of the shares offered, the
$100,000 of proceeds generated will be sufficient to maintain our operations for
at least 12 months after completion of the offering. If independent contractors
accept stock for their services then we might be able to reduce our cash
requirements. As many as half of the 3,125,000 shares offered may be issued for
services. If we are unable to raise these funds we will not remain as a viable
going concern and investors may lose their entire investment.
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As a result of our limited operating history, we have limited meaningful
historical financial data upon which to base planned operating expenses.
Accordingly, our anticipated expense levels in the future are based in part on
our expectations as to future revenue. We expect that these expense levels will
become, to a large extent, fixed. Revenues and operating results generally will
depend on the volume of, timing of and ability to complete transactions, which
are difficult to forecast. In addition, there can be no assurance that we will
be able to accurately predict our net revenue, particularly in light of the
intense competition for Internet professional services, our limited operating
history and the uncertainty as to the broad acceptance of the web and Internet.
We may be unable to adjust spending in a timely manner to compensate for any
unexpected revenue shortfall or other unanticipated changes in our industry. Any
failure by us to accurately make predictions would have a material adverse
effect on our business, results of operations and financial condition
Material agreements
To date, we have not entered into any arrangements with any corporate
customer.
In March 2000, we entered into a one year employment agreement with Bryan
Eggers, our president. Mr. Eggers will be compensated at the rate of $65,000 per
year. However, no compensation shall be paid until we raise gross investment
proceeds exceeding $100,000, or when client revenues are sufficient to provide a
full or partial salary.
YEAR 2000 READINESS DISCLOSURE
We are not currently aware of any Year 2000 compliance problems relating to
our software or systems that would have a material adverse effect on our
business, results of operations and financial condition, without taking into
account our efforts to avoid or fix any problems. There can be no assurance that
third-party software, hardware, or services incorporated into our systems will
not need to be revised or replaced, which could be time consuming and expensive.
Our failure to fix our software or to fix or replace third-party software,
hardware or services on a timely basis could result in lost revenues, increased
operating costs and other business interruptions, any of which could have a
material adverse effect on our business, results of operations and financial
condition. Moreover, failure to adequately address Year 2000 compliance issues
in our software and systems could result in claims of mismanagement,
misrepresentation or breach of contract and related litigation, which could be
costly and time-consuming to defend. In addition, there can be no assurance that
governmental agencies, utility companies, internet access companies, third-party
service providers and others outside our control will be Year 2000 compliant.
The failure by those entities to be Year 2000 compliant could result in a
systematic failure beyond our control, including prolonged internet,
telecommunications or electrical failure. That type of failure could prevent us
from delivering our services, decrease the use of the internet or prevent users
from accessing our websites any of which would have a material adverse effect on
our business, results of operations and financial condition.
As of this date, we have not experienced any year 2000 related computer
problems.
WHERE YOU CAN FIND MORE INFORMATION?
We have not been subject to the reporting requirements of the Securities
Exchange Act of 1934, prior to completion of this offering. We have filed with
the SEC a registration statement on Form SB-2 to register the offer and sale of
the shares. This prospectus is part of that registration statement, and, as
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permitted by the SEC's rules, does not contain all of the information in the
registration statement. For further information with respect to us and the
shares offered under this prospectus, you may refer to the registration
statement and to the exhibits and schedules filed as a part of the registration
statement. You can review the registration statement and our exhibits and
schedules at the public reference facility maintained by the SEC at Judiciary
Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
regional offices of the SEC at 7 World Trade Center, Suite 1300, New York, New
York 10048 and Citicorp Center, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room. The registration statement is also available
electronically on the world wide web at http://www.sec.gov.
You can also call, write or email us at any time with any questions you may
have. We would be pleased to speak with you about any aspect of this offering.
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PR Specialists, Inc.
(A Development Stage Enterprise)
Financial Statements as of and for the period
March 21, 2000
(date of incorporation) to March 31, 2000
and
Independent Auditors' Report
PR Specialists, Inc.
(A Development Stage Enterprise)
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TABLE OF CONTENTS
- -------------------------------------------------------------------------------
Independent Auditors' Report F-2
Financial Statements as of and for the period March 21,
2000 (date of incorporation) to March 31, 2000:
Balance Sheet F-3
Statement of Operations F-4
Statement of Stockholders' Equity F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7
- --------------------------------------------------------------------------------
F-1
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[ Letterhead of Kingery, Crouse & Hohl, P.A.]
INDEPENDENT AUDITORS' REPORT
To the Stockholders of PR Specialists, Inc.:
We have audited the accompanying balance sheet of PR Specialists, Inc. (the
"Company"), a development stage enterprise, as of March 31, 2000, and the
related statements of operations, stockholders' equity and cash flows for the
period March 21, 2000 (date of incorporation) to March 31, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and the disclosures in the financial statements. An audit also
includes assessing the accounting principles used and the significant estimates
made by management, as well as the overall financial statement presentation. We
believe our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of March 31,
2000, and the results of its operations and its cash flows for the period March
21, 2000 (date of incorporation) to March 31, 2000 in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Notes A and B to the
financial statements, the Company is in the development stage, has an
accumulated deficit, anticipates incurring net losses in the foreseeable future
and will require a significant amount of capital to commence its planned
principal operations and proceed with its business plan. As of the date of these
financial statements, no significant capital has been raised, and as such there
is no assurance that the Company will be successful in its efforts to raise the
necessary capital to commence its planned principal operations and/or implement
its business plan. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to this
matter are described in Note B. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Kingery Crouse & Hohl P.A.
April 6, 2000
Tampa FL
F-2
28
<PAGE>
PR Specialists, Inc..
(A Development Stage Enterprise)
BALANCE SHEET AS OF MARCH 31, 2000
- ----------------------------------------------------------------------------
ASSETS $ -
- ------
============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES $ -
------------
STOCKHOLDERS' EQUITY:
Common stock - $.001 par value - 20,000,000 shares
authorized; 4,500,000 shares issued and outstanding 4,500
Preferred stock - $.001 par value - 5,000,000 shares
authorized; no shares issued and outstanding -
Additional paid-in capital 584
Deficit accumulated during the development stage (5,084)
------------
Total stockholders' equity -
------------
Total $ -
============
- --------------------------------------------------------------------------------
See notes to financial statements
F-3
29
<PAGE>
PR Specialists, Inc.
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
for the period March 21, 2000 (date of incorporation)
to March 31, 2000
- --------------------------------------------------------------------------------
EXPENSES:
Professional fees $ 1,500
Office 3,000
Filing fees 584
-------------
NET LOSS $ 5,084
=============
NET LOSS PER SHARE:
Basic $ -
=============
Weighted average number of shares - basic 4,500,000
=============
- --------------------------------------------------------------------------------
See notes to financial statements
F-4
30
<PAGE>
PR Specialists, Inc.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY
for the period March 21, 2000 (date of incorporation)
to March 31, 2000
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Common Deficit
Stock Accumulated
------------------- Additional During the
Par Paid-In Development
Shares Value Capital Stage Total
---------- ------- ----------- ------------- -------
<S> <C> <C> <C> <C> <C>
Balances, March 21,
2000 (date of - $ - $ - $ - $ -
incorporation)
Issuance of common 4,500,000 4,500 584 - 5,084
stock
Net loss for the
period,
March 21, 2000
(date of
Incorporation) to
March 31, 2000 - - - (5,084) (5,084)
---------- ------- ----------- ------------- -------
Balances, March 31, 4,500,000 $ 4,500 $ 584 $ (5,084) $ -
2000 ========== ======= =========== ============= =======
</TABLE>
- ------------------------------------------------------------------------------
See notes to financial statements
F-5
31
<PAGE>
PR Specialists, Inc.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
for the period March 21, 2000 (date of incorporation)
to March 31, 2000
- --------------------------------------------------------------------------------
CASH USED IN OPERATING ACTIVITIES - Net loss $ (5,084)
Adjustment to reconcile net loss to
net cash used in operating activities - Non cash expenses 4,500
-----------
NET CASH USED IN OPERATING ACTIVITIES (584)
CASH FLOWS FROM FINANCING ACTIVITIES -
Proceeds from issuance of stock 584
-----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 584
-----------
NET INCREASE IN CASH AND CASH EQUIVALENTS -
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD -
-----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ -
===========
Interest paid $ -
===========
Taxes paid $ -
===========
- ------------------------------------------------------------------------------
See notes to financial statements
F-6
32
<PAGE>
PR Specialists, Inc.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE A - FORMATION AND OPERATIONS OF THE COMPANY
PR Specialists, Inc. (the "Company") was incorporated under the laws of the
state of Delaware on March 21, 2000. The Company, which is considered to be in
the development stage as defined in Financial Accounting Standards Board
Statement No. 7, is a publicity services firm intending to serve small to medium
size companies. The planned principal operations of the Company have not
commenced, therefore accounting policies and procedures have not yet been
established.
Use of Estimates
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements. The
reported amounts of revenues and expenses during the reporting period may be
affected by the estimates and assumptions management is required to make. Actual
results could differ from those estimates.
NOTE B - GOING CONCERN
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has an accumulated
deficit of approximately $5,084 through March 31, 2000, anticipates incurring
net losses for the foreseeable future and will require a significant amount of
capital to commence its planned principal operations and proceed with its
business plan. Accordingly, the Company's ability to continue as a going concern
is dependent upon its ability to secure an adequate amount of capital to finance
its planned principal operations and/or implement its business plan. The
Company's plans include a public offering of its common stock (see Note F),
however; there is no assurance that they will be successful in their efforts to
raise capital. These factors, among others, may indicate that the Company will
be unable to continue as a going concern for a reasonable period of time.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
F-7
33
<PAGE>
NOTE C - RELATED PARTY TRANSACTIONS
On March 21, 2000, the Company executed a one year employment contract with its
President, which requires annual compensation of approximately $65,000 plus
certain bonuses and fringe benefits (as defined in the agreement). The agreement
shall become effective upon the date on which the Company has issued more than
$100,000 of its stock or when client revenues are sufficient to provide a full
or partial salary.
During the period March 21, 2000 (date of incorporation) to March 31, 2000, the
Company's President provided various equipment, services and a portion of his
home for office space for consideration of $3,000 and the Company's other
shareholder provided services for consideration of $1,500. The value of this
equipment, services and office space have been recorded as operating expenses in
the accompanying statement of operations.
NOTE D - INCOME TAXES
During the period March 21, 2000 (date of incorporation) to March 31, 2000, the
Company recognized losses for both financial and tax reporting purposes.
Accordingly, no deferred taxes have been provided for in the accompanying
statement of operations.
At March 31, 2000, the Company had a net operating loss carryforward of
approximately $5,000 for income tax purposes. This carry forward is available to
offset future taxable income through the period ended December 31, 2020. The
deferred income tax asset arising from this net operating loss carryforward is
not recorded in the accompanying balance sheet because the Company established a
valuation allowance to fully reserve such asset as its realization did not meet
the required asset recognition standard established by SFAS 109.
NOTE E - LOSS PER SHARE
The Company computes net loss per share in accordance with SFAS No. 128
"Earnings per Share" ("SFAS No. 128") and SEC Staff Accounting Bulletin No. 98
("SAB 98"). Under the provisions of SFAS No. 128 and SAB 98, basic net loss per
share is computed by dividing the net loss available to common stockholders for
the period by the weighted average number of common shares outstanding during
the period. Diluted net loss per share is computed by dividing the net loss for
the period by the number of common and common equivalent shares outstanding
during the period. As of March 31, 2000 there were no dilutive shares
outstanding; accordingly diluted net loss per share and basic net loss per share
are the same.
NOTE F - COMMON STOCK OFFERING
The Company intends to file a registration statement with the Securities and
Exchange Commission to sell up to 3,125,000 shares of its common stock for $0.20
per share. As many as 1,562,500 of these shares may be issued in exchange for
services. The offering will be on a best-efforts, no minimum basis. As such,
there will be no escrow of any of the proceeds of the offering and the Company
will have the immediate use of such funds to finance its operations.
F-8
- --------------------------------------------------------------------------------
34
<PAGE>
* , 2000
PR Specialists, Inc.
3,125,000 shares of common stock
PROSPECTUS
We have not authorized any dealer, salesperson, or other person to give you
written information other than this prospectus or to make representations as to
matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or our
solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted or legal. Neither the delivery of this prospectus nor any
sales made after the date of this prospectus shall create an implication that
the information contained in this prospectus or the affairs of our business have
not changed since the date of this prospectus.
Until ______________, 2000 all dealers effecting transactions in the registered
securities, whether or not participating in this distribution, may be required
to deliver a prospectus. This is in addition to the obligation of dealers to
deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.
35
<PAGE>
Part II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of directors and officers.
The information required by this Item is incorporated by reference to
"indemnification" in the prospectus herein.
Item 25. Other Expenses of Issuance and Distribution.
SEC Registration Fee $173.75
Blue Sky Fees and Expenses $6,000
Legal Fees and Expenses $30,000
Printing and Engraving Expenses $4,000
Accountants' Fees and Expenses $5,000
Miscellaneous $4,826.25
Total $50,000
The expenses, except for the SEC fees, are estimated.
Item 26. Recent sales of unregistered securities.
The following sets forth information relating to all previous sales of common
stock by the Registrant which sales were not registered under the Securities Act
of 1933.
On March 21, 2000, we issued 3,000,000 shares to our president Mr. Eggers, and
1,500,000 shares to Mr. Arberman, a founder. Each received their shares for
nominal corporate organization services provided. The purchases and sales were
exempt from registration under the Securities Act of 1933, (the "Securities
Act"), according to Section 4(2) on the basis that the transaction did not
involve a public offering.
Item 27. Exhibits.
The exhibits marked with an "*" have already been filed. The remaining exhibits
are filed with this Registration Statement:
Number Exhibit Name
1.1 Subscription Agreement
3.1 Articles of Incorporation
3.2 By-Laws
5.0 Opinion Regarding Legality
10.1 Employment Agreement with Bryan Eggers.
23.1 Consent of Expert
24.1 Consent of Counsel
All other Exhibits called for by Rule 601 of Regulation S-B are not applicable
to this filing. Information pertaining to our common stock is contained in our
Articles of Incorporation and By-Laws.
Item 28. Undertakings.
The undersigned registrant undertakes:
(1) To file, during any period in which offer or sales are being made, a
post-effective amendment to this registration statement:
To include any prospectus required by section I 0(a)(3) of the Securities
Act of 1933;
To reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment)
which, individually or in the aggregate, represent a fundamental change in the
information in the registration statement;
To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to
the information in the Registration Statement.
36
<PAGE>
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of securities at that time shall be deemed to be the
initial bona fide offering.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant undertakes to file with the Securities
and Exchange Commission any supplementary and periodic information, documents,
and reports as may be prescribed by any rule or regulation of the Commission
heretofore or hereafter duly adopted pursuant to authority conferred to that
section.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to our certificate of incorporation or provisions of
Delaware law, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission the indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. If a claim for
indemnification against liabilities (other than the payment by the Registrant)
of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit, or proceeding is
asserted by a director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of our
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether the indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of the issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and has duly caused this
registration statement to be signed on our behalf by the undersigned, in the
City of Woodland Hills, State of California, on April 6, 2000.
(Registrant) PR Specialists, Inc.
By (signature and title) /s/ Bryan Eggers
president, treasurer, and director
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
(signature) /s/ Bryan Eggers
(title) president, chief executive officer,
secretary, chairman of the board
(date) April 6, 2000
(signature) /s/ Bryan Eggers
(title) Chief Accounting Officer
(date) April 6, 2000
37
<PAGE>
As filed with the SEC on April 13, 2000 SEC Registration No.*
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
REGISTRATION STATEMENT
ON FORM SB-2
UNDER
THE SECURITIES ACT OF 1933
PR Specialists, Inc.
(Consecutively numbered pages * through * of this Registration Statement)
38
<PAGE>
INDEX TO EXHIBITS
SEC REFERENCE TITLE OF DOCUMENT LOCATION
NUMBER
1.1 Subscription Agreement This Filing
Page_41__
3.1 Articles of Incorporation This Filing
Page_44__
3.2 Bylaws This Filing
Page_46__
5 Consent of HOGE, This Filing
HOLMES & CARTER, PLLC Page_56__
10.1 Employment Agreement This Filing
for Bryan Eggers Page_58__
23 Consent of BEARD,
NERTNEY, KINGERY, CROUSE
& HOHL, P.A, This Filing
Page_64__
39
<PAGE>
EX1.1
Subscription Agreement
40
<PAGE>
REFERENCE 1.0 SUBSCRIPTION AGREEMENT
PR SPECIALISTS INC.
SUBSCRIPTION AGREEMENT
Gentlemen:
The Investor named below, by payment of the purchase price for such Common
Shares, by the delivery of a check payable to PR SPECIALISTS INC., hereby
subscribes for the purchase of the number of Common Shares indicated below
(minimum of five hundred shares) of PR SPECIALISTS INC., at a purchase of $0.20
per Share as set forth in the Prospectus.
By such payment, the named Investor further acknowledges receipt of the
Prospectus and the Subscription Agreement, the terms of which govern the
investment in the Common Shares being subscribed for hereby.
A. INVESTMENT: (1) Number of Shares ___________
(2) Total Contribution ($0.20/Share) $__________
Date of Investor's check ___________
B. REGISTRATION:
(3) Registered owner: _____________________________
Co-Owner: _____________________________
(4) Mailing address: _____________________________
City, State & zip: _____________________________
(5) Residence Address (if different from above):
============================================
(6) Birth Date: ______/______/______
(7) Employee or Affiliate: Yes ______ No ______
(8) Social Security: #: ______/______/______
U.S. Citizen [ ] Other [ ]
Co-Owner Social Security:
#: ______/______/______
U.S. Citizen [ ] Other [ ]
Corporate or Custodial:
Taxpayer ID #: ______/______/______
U.S. Citizen [ ] Other [ ]
(9) Telephone (H) ( ) _________________________
41
<PAGE>
C. OWNERSHIP [ ] Individual Ownership [ ] IRA or Keogh
[ ] Joint Tenants with Rights of Survivorship
[ ] Trust/Date Trust Established_______________
[ ] Pension/Trust (S.E.P.)
[ ] Tenants in Common [ ] Tenants by the
Entirety
[ ] Corporate Ownership[ ] Partnership
[ ] Other_____________________
D. SIGNATURES: By signing below, I/we represent that I/we meet the
suitability standards set forth in the Prospectus.
Registered Owner: _____________________________
Co-Owner: _____________________________
Print Name of Custodian or Trustee: _____________________________
Authorized Signature: _____________________________
Date: _____________________
Signature: ___________________________________
MAIL TO:
6041 Pomegranate Lane
Woodland Hills, California 91367
Telephone: (818) 992-7999
Fax: (818) 704-9222
FOR OFFICE USE ONLY:
Date Received: ________________________________________________
Date Accepted/Rejected ________________________________________
Subscriber's Check Amount: _______________________
Check No. ___________________ Date Check ________________
Deposited ________________________________
MR #________________
42
<PAGE>
EX-3.(I)
Articles of Incorporation
43
<PAGE>
REFERENCE 3.1 ARTICLES OF INCORPORATION
ARTICLES OF INCORPORATION OF
PR Specialists, Inc.
The undersigned, for the purpose of forming a corporation under the laws of the
State of Delaware do hereby adopt the following articles of incorporation:
ARTICLE ONE - NAME AND MAILING ADDRESS
The name of the corporation is PR Specialists, Inc and the mailing address
of this corporation is 6041 Pomegranate Lane Woodland Hills, California 91367.
ARTICLE TWO - CORPORATE DURATION
The duration of the corporation is perpetual.
ARTICLE THREE - PURPOSE
This corporation is organized to engage in any lawful trade or business that
can, in the opinion of the board of directors of the corporation, be
advantageously carried on.
ARTICLE FOUR - CAPITAL STOCK
The aggregate number of shares which the corporation is authorized to issue is
25,000,000 which are divided into 20,000,000 common shares, par value $0.001 and
5,000,000 shares of Preferred Stock, par value $0.001 per share.
ARTICLE FIVE - REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is 15
East North Street in the City of Dover, County of Kent, Delaware, and the name
of its initial registered agent at such address, is Incorporating Services Inc.
ARTICLE SIX - DIRECTORS
The number of directors constituting the initial board of directors of the
corporation is one. The number of directors may be either increased or decreased
from time to time by the Bylaws, but shall never be less than one (1). The name
and address of each person who is to serve as a member of the initial board of
directors is: Bryan Eggers 6041 Pomegranate Lane Woodland Hills, California
91367
ARTICLE SEVEN - INCORPORATORS
The name and address of the person signing these Articles of Incorporation is:
Bryan Eggers 6041 Pomegranate Lane Woodland Hills, California 91367
ARTICLE EIGHT - INDEMNIFICATION
The corporation shall indemnify any officer or director, or any former officer
or director, to the full extent permitted by law.
ARTICLE NINE - AMENDMENT
This corporation reserves the right to amend or repeal any provisions contained
in these Articles of Incorporation, or any amendment thereto, and any right
conferred upon the shareholders is subject to this reservation.
Executed by the undersigned at on March 21, 2000.
/s/ Bryan Eggers
Bryan Eggers
44
<PAGE>
EX-3.(II)
By-Laws
45
<PAGE>
REFERENCE 3.2 BYLAWS
BY-LAWS
OF
PR SPECIALISTS, INC.
(a Delaware corporation)
Adopted by Unanimous Written Consent of the Board of Directors on March 21, 1000
ARTICLE I
Office
Section 1.1. Registered Office. The registered office of PR Specialists,
Inc. (the "Corporation") in the State of Delaware shall be located at 15 East
North Street in the City of Dover, County of Kent.
Section 1.2. Registered Agent. The registered agent of the Corporation in
the State of Delaware at its registered office is Incorporating Services, Ltd.
Section 1.3. Principal Office. The principal place of business of the
Corporation shall be at 6041 Pomegranate Lane Woodland Hills, CA 91367, State of
California, or at such other place as the Board of Directors may at any time or
from time to time designate.
Section 1.4. Other Offices. The Corporation may establish or discontinue,
from time to time, such other offices and places of business within or without
the State of Delaware as may be deemed proper for the conduct of the business of
the Corporation.
ARTICLE II
Meeting of Stockholders
Section 2.1. Annual Meeting. The annual meeting of such holders of capital
stock ("Stock") as are entitled to vote thereat ("Annual Meeting of
Stockholders") shall be held for the election of directors and the transaction
of such other business as properly may come before it on the third Monday in
January of each year at 10:00 a.m., local time, or on such other date, and at
such time and place, as shall be determined by resolution of the Board of
Directors. If the day fixed for the annual meeting is a legal holiday, such
meeting shall be held on the next succeeding business day.
Section 2.2. Special Meetings. In addition to such special meetings as are
provided for by law or by the Certificate of Incorporation, special meetings of
the stockholders of the Corporation may be called at any time by the Board of
Directors, and by the Secretary upon the written request stating the purposes of
any such meeting of the holders of record collectively of at least thirty (30%)
percent of the outstanding shares of Stock of the Corporation. Special meetings
shall be called by means of a notice as provided in Section 2.4 hereof.
Section 2.3. Place of Meetings. All meetings of the stockholders shall be
held at such place within or without the State of Delaware as shall be
designated by the Board of Directors.
Section 2.4. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting and, in case
of a special meeting, the purpose or purposes for which the meeting is called.
The notice of each Annual Meeting of Stockholders shall identify each matter
intended to be acted upon at such meeting. If mailed, the notice shall be
addressed to each stockholder in a postage-prepaid envelope at his address as it
appears on the records of the Corporation unless, prior to the time of mailing,
the Secretary shall have received from any such stockholder a written request
that notices intended for him be mailed to some other address. In such case the
notice intended for such stockholder shall be mailed to the address designated
in such request. Notice of each meeting of stockholders shall be delivered
personally or mailed not less than ten (10) nor more than sixty (60) days before
the date fixed for the meeting to each stockholder entitled to vote at such
meeting.
Section 2.5. Waiver of Notice. Whenever notice is required to be given, a
written waiver thereof signed by the person entitled to notice whether before or
after the time stated therein for such meeting shall be deemed equivalent to
notice. Attendance of a person at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except as otherwise provided by law. Neither
the business to be transacted at nor the purpose of any regular or special
meeting of the stockholders need be specified in any written waiver of notice.
46
<PAGE>
Section 2.6. Organization of Meetings. The Chairman of the Board, if any,
shall act as chairman at all meetings of stockholders at which he is present
and, as such chairman, shall call such meetings of stockholders to order and
shall preside thereat. If the Chairman of the Board shall be absent from any
meeting of stockholders, the duties otherwise provided in this Section to be
performed by him at such meeting shall be performed at such meeting by the
President. If both the Chairman of the Board and the President shall be absent,
such duties shall be performed by a Vice President designated by the President
to preside at such meeting. If no such officer is present at such meeting, any
stockholder or the proxy of any stockholder entitled to vote at the meeting may
call the meeting to order and a chairman to preside thereat shall be elected by
a majority of those present and entitled to vote. The Secretary of the
Corporation shall act as secretary at all meetings of the stockholders but, in
his absence, the chairman of the meeting may appoint any person present to act
as secretary of the meeting.
Section 2.7. Stockholders Entitled to Vote. The Board of Directors may fix
a date not less than ten (10) nor more than sixty (60) days preceding the date
of any meeting of stockholders, or preceding the last day on which the consent
of stockholders may be effectively expressed for any purpose without a meeting,
as a record date for the determination of the stockholders entitled: (a) to
notice of, and to vote at, such meeting and any adjournment thereof; or (b) to
express such consent. In such case such stockholders of record on the date so
fixed, shall be entitled to notice of, and to vote at, such meeting and any
adjournment thereof or to express such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date is so fixed.
Section 2.8. List of Stockholders Entitled to Vote. The Secretary shall
prepare and make or cause to be prepared and made, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at such meeting, arranged in alphabetical order and showing the address of
each such stockholder as it appears on the records of the Corporation and the
number of shares registered in the name of each such stockholder. Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten (10)
days prior to the meeting, either at a place specified in the notice of meeting
within the city where the meeting is to be held or, if not so specified, at the
place where the meeting is to be held, and a duplicate list shall be similarly
open to examination at the principal place of business of the Corporation. Such
list shall be produced and kept at the time and place of the meeting during the
whole time thereof and may be inspected by any stockholder who is present.
Section 2.9. Quorum and Adjournment. Except as otherwise provided by law
and in the Certificate of Incorporation, the holders of a majority of the shares
of Stock entitled to vote at the meeting shall constitute a quorum at each
meeting of the stockholders. Where more than one class or series of Stock is
entitled to vote at such a meeting, a majority of the shares of each such class
or series of Stock entitled to vote at such meeting shall constitute a quorum at
such meeting. In the absence of a quorum, the holders of a majority of all such
shares of Stock present in person or by proxy may adjourn any meeting from time
to time until a quorum shall attend. At any such adjourned meeting at which a
quorum may be present, any business may be transacted which might have been
transacted at the meeting as originally called. Notice of an adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting.
Section 2.10. Order of Business. The order of business at all meetings of
stockholders shall be as determined by the chairman of the meeting.
Section 2.11. Vote of Stockholders. Except as otherwise permitted by law,
by the Certificate of Incorporation or by Section 2.13 hereof, all action by
stockholders shall be taken at a meeting of the stockholders. Except as
otherwise provided in the Certificate of Incorporation, every stockholder of
record, as determined pursuant to Section 2.7 hereof, who is entitled to vote
shall at every meeting of the stockholders be entitled to one vote for each
share of Stock entitled to participate in such vote held by such stockholder on
the record date. Every stockholder entitled to vote shall have the right to vote
in person or by proxy. Except as otherwise provided by law, no vote on any
question upon which a vote of the stockholders may be taken need be by ballot
unless the chairman of the meeting shall determine that it shall be by ballot or
the holders of a majority of the shares of Stock present in person or by proxy
and entitled to participate in such vote shall so demand. In a vote by ballot
each ballot shall state the number of shares voted and the name of the
stockholder or proxy voting. Unless otherwise provided by law or by the
Certificate of Incorporation, each director shall be elected and all other
questions shall be decided by the vote of the holders of a majority of the
shares of Stock present in person or by proxy at the meeting and entitled to
vote on the question.
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Section 2.12. Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent to corporate action in writing without a
meeting may authorize another person or persons to act for him by proxy. A proxy
acting for any stockholder shall be duly appointed by an instrument in writing
subscribed by such stockholder.
Section 2.13. Consent of Stockholders in Lieu of Meeting. Whenever the
vote of stockholders at a meeting thereof is required or permitted to be taken
for or in connection with any corporate action by any provision of the General
Corporation Law of the State of Delaware, the meeting, prior notice of such
meeting and the vote of the stockholders may be dispensed with and such
corporate action may be taken with the written consent of the stockholders of
Stock having not less than the minimum percentage of the total vote required by
statute for the proposed corporate action, unless the Certificate of
Incorporation or the By-Laws require a greater percentage for such action, in
which case the consent shall be that of the holders of such greater percentage;
provided, however, that prompt notice is given to all the stockholders who have
not consented of the taking of such corporate action without a meeting and by
less than unanimous written consent. Whenever it is intended that action is to
be taken by stockholders without a meeting, a form for expressing consent in
writing to such action shall be sent to all holders of Stock entitled to vote on
such action.
Section 2.14. Attendance at Meetings of Stockholders. Any stockholder of
the Corporation not entitled to notice of the meeting or to vote at such meeting
shall nevertheless be entitled to attend any meeting of stockholders of the
Corporation.
ARTICLE III
Board of Directors
Section 3.1. Election and Term. Except as otherwise provided by law or by
this Article III, directors shall be elected at the Annual Meeting of
Stockholders and shall hold office until the next Annual Meeting of Stockholders
and until their successors are elected and qualify, or until they sooner die,
resign, or are removed. Acceptance of the office of director need not be
expressed in writing.
Section 3.2. Number. The number of directors constituting the Board of
Directors shall be fixed from time to time by the Board of Directors or by the
stockholders, but shall not be less than one nor more than seven. Until so
fixed, the number of directors constituting the Board of Directors shall be two.
A director need not be a stockholder, citizen of the United States or a resident
of the State of Delaware.
Section 3.3. General Powers. The business, properties and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
which, without limiting the generality of the foregoing, shall have the power to
appoint the officers and agents of the Corporation, to fix and alter the
salaries of officers, employees and agents of the Corporation, to grant general
or limited authority (including authority to delegate and sub-delegate) to
officers, employees and agents of the Corporation, to make, execute, affix the
corporate seal to and deliver contracts and other instruments and documents
including bills, notes, checks or other instruments for the payment of money, in
the name and on behalf of the Corporation without specific authority in each
case and to appoint committees in addition to those provided for in Articles IV
and V hereof with such powers and duties as the Board of Directors may determine
and as provided by law. The membership of such committees shall consist of such
persons as are designated by the Board of Directors. In addition, the Board of
Directors may exercise all the powers of the Corporation and do all lawful acts
and things which are not reserved to the stockholders by law, by the Certificate
of Incorporation or by the By-Laws.
Section 3.4. Place of Meetings. Meetings of the Board of Directors may be
held at the principal place of business of the Corporation in the City of
Stamford or at any other place, within or without the State of Delaware, from
time to time as designated by the Board of Directors.
Section 3.5. First Meeting of New Board. A newly elected Board of
Directors shall meet without notice as soon as practicable after each Annual
Meeting of Stockholders at the place at which such meeting of stockholders took
place. If a quorum is not present, such organization meeting may be held at any
other time or place which may be specified for special meetings of the Board of
Directors in a notice given in the manner provided in Section 3.7 hereof or in a
waiver of notice thereof.
Section 3.6. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times as may be determined by resolution of the Board of
Directors. No notice shall be required for any regular meeting. Except as
otherwise provided by law, any business may be transacted at any regular meeting
of the Board of Directors.
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Section 3.7. Special Meetings; Notice; and Waiver of Notice. Special
meetings of the Board of Directors shall be called by the Secretary or an
Assistant Secretary at the request of the Chairman of the Board, if any, the
President, a Vice President, or at the request in writing of no less than two
Directors stating the purpose or purposes of such meeting. Notices of special
meetings shall be mailed to each director addressed to him at his residence or
usual place of business not later than three (3) days before the day on which
the meeting is to be held or shall be sent to him at either of such places by
telegraph or shall be communicated to him personally or by telephone, not later
than the day before the date fixed for the meeting. Notice of any meeting of the
Board of Directors shall not be required to be given to any director if he shall
sign a written waiver thereof either before or after the time stated therein for
such meeting or if he shall be present at the meeting and participate in the
business transacted thereat. Any and all business transacted at any meeting of
the Board of Directors shall be fully effective without any notice thereof
having been given if all the members shall be present thereat. Unless limited by
law, the Certificate of Incorporation, the By-Laws, or by the terms of the
notice thereof, any and all business may be transacted at any special meeting
without the notice thereof having so specifically enumerated the matters to be
acted upon.
Section 3.8. Organization. The Chairman of the Board, if any, shall
preside at all meetings of the Board of Directors at which he is present. If the
Chairman of the Board shall be absent from any meeting of the Board of
Directors, the duties otherwise provided in this Section 3.8 to be performed by
him at such meeting shall be performed by the President. If both the Chairman of
the Board and the President shall be absent, such duties shall be performed by a
director designated by the President to preside at such meeting. If no such
officer or director is present at such meeting, one of the directors present
shall be chosen to preside by a majority vote of the members of the Board of
Directors present at such meeting. The Secretary of the Corporation shall act as
the secretary at all meetings of the Board of Directors and, in his absence, a
temporary secretary shall be appointed by the chairman of the meeting.
Section 3.9. Quorum and Adjournment. Except as otherwise provided by
Section 3.14 hereof and in the Certificate of Incorporation, at every meeting of
the Board of Directors, if the number of Directors constituting the Board of
Directors is three or more, a majority of the total number of directors shall
constitute a quorum and, if the number of Directors constituting the Board of
Directors is two or less, the entire Board of Directors shall constitute a
quorum. Except as otherwise provided by law, by the Certificate of
Incorporation, by Sections 3.14, 4.1, 4.8, 5.1, 6.3, or 10.1 hereof, if the
number of Directors constituting the Board of Directors is three or more, the
vote of a majority of the directors present at any meeting at which a quorum is
present shall be the act of the Board of Directors and, if the number of
Directors constituting the Board of Directors is two or less, the unanimous vote
of all Directors present at any meeting at which a quorum is present shall be
the act of the Board of Directors. In the absence of a quorum, any meeting may
be adjourned from time to time until a quorum is present. Notice of an adjourned
meeting shall be required to be given if notice was required to be given of the
meeting as originally called.
Section 3.10. Voting. On any question on which the Board of Directors
shall vote, the names of those voting and their votes shall be entered in the
minutes of the meeting when any member of the Board of Directors present at the
meeting so requests.
Section 3.11. Acting Without a Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board of Directors or of
such committee, as the case may be, consent thereto in writing and such written
consents are filed with the minutes of such proceeding.
Section 3.12. Resignations. Any director may resign at any time by written
notice thereof to the Corporation. Any resignation shall be effective
immediately unless some other time is specified for it to take effect.
Acceptance of any resignation shall not be necessary to make it effective unless
such resignation is tendered subject to such acceptance.
Section 3.13. Removal of Directors. Subject to any agreement in writing
between the stockholders of the Corporation, any director may be removed either
with or without cause at any time by action of the holders of record of a
majority of the outstanding shares of Stock of the Corporation then entitled to
vote at an election of directors at a meeting of holders of such shares. The
vacancy in the Board of Directors caused by any such removal may be filled by
action of such stockholders at such meeting or at any subsequent meeting.
Section 3.14. Filling of Vacancies. Except as otherwise provided by law,
in case of any increase in the number of directors or of any vacancy created by
death, resignation, or disqualification, the additional director or directors
may be elected or the vacancy or vacancies may be filled, as the case may be, by
the remaining directors or by a sole remaining director though the remaining
director or directors be less than the quorum provided for in Section 3.9
hereof. Each director so chosen shall hold office until the next Annual Meeting
of Stockholders and until his successor is elected and qualifies or until such
director sooner dies, resigns, or is removed.
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ARTICLE IV
Executive Committee
Section 4.1. Appointment and Powers. The Board of Directors may, by
resolution adopted by affirmative vote of a majority of the whole Board of
Directors, appoint an Executive Committee and the members thereof consisting of
one or more members which shall have and may exercise, during the intervals
between the meetings of the Board of Directors, all of the powers of the Board
of Directors in the management of the business, properties and affairs of the
Corporation; provided, however, that the foregoing is subject to the applicable
provisions of law and the Certificate of Incorporation and shall not be
construed as authorizing action by the Executive Committee with respect to any
action which is required to be taken by vote of a specified proportion of the
whole Board of Directors. The Executive Committee shall consist of the President
and such directors as may from time to time be designated by the Board of
Directors. So far as practicable, the members of the Executive Committee shall
be appointed at the organization meeting of the Board of Directors in each year
and, unless sooner discharged by affirmative vote of a majority of the whole
Board of Directors, shall hold office until the next annual organization meeting
of the Board of Directors and until their respective successors are appointed or
until they sooner die, resign, or are removed. All acts done and powers
conferred by the Executive Committee shall be deemed to be, and may be certified
as being, done or conferred under authority of the Board of Directors.
Section 4.2. Place of Meetings. Meetings of the Executive Committee may be
held at the principal place of business of the Corporation in the City of
Woodland Hills or at any other place within or without the State of Delaware
from time to time designated by the Board of Directors or the Executive
Committee.
Section 4.3. Meetings; Notice; and Waiver of Notice. Regular meetings of
the Executive Committee shall be held at such times as may be determined by
resolution either of the Board of Directors or the Executive Committee and no
notice shall be required for any regular meeting. Special meetings of the
Executive Committee shall be called by the Secretary or an Assistant Secretary
upon the request of any member thereof. Notices of special meetings shall be
mailed to each member, addressed to him at his residence or usual place of
business not later than three days before the day on which the meeting is to be
held or shall be sent to him at either of such places by telegraph, or shall be
delivered to him personally or by telephone, not later than the day before the
date fixed for the meeting. Notice of any such meeting shall not be required to
be given to any member of the Executive Committee if he shall sign a written
waiver thereof either before or after the time stated therein for such meeting
or if he shall be present at the meeting and participate in the business
transacted thereat, and all business transacted at any meeting of the Executive
Committee shall be fully effective without any notice thereof having been given
if all the members shall be present thereat. Unless limited by law, the
Certificate of Incorporation, the By-Laws, or the terms of the notice thereof,
any and all business may be transacted at any special meeting without the notice
thereof having specifically enumerated the matters to be acted upon.
Section 4.4. Organization. The Chairman of the Executive Committee shall
preside at all meetings of the Executive Committee at which he is present. In
the absence of the Chairman of the Executive Committee, the President shall
preside at meetings of the Executive Committee at which he is present. In the
absence of the Chairman of the Executive Committee and the President, the
Chairman of the Board, if any, shall preside at meetings of the Executive
Committee at which he is present. In the absence of the Chairman of the
Executive Committee, the President and the Chairman of the Board, one of the
members present shall be chosen by the members of the Executive Committee
present to preside at such meeting. The Secretary of the Corporation shall act
as secretary at all meetings of the Executive Committee and, in his absence, a
temporary secretary shall be appointed by the chairman of the meeting.
Section 4.5. Quorum and Adjournment. A majority of the members of the
Executive Committee shall constitute a quorum for the transaction of business.
The act of a majority of those present at any meeting at which a quorum is
present shall be the act of the Executive Committee. In the absence of a quorum,
any meeting may be adjourned from time to time until a quorum is present. No
notice of any adjourned meeting shall be required to be given other than by
announcement at the meeting that is being adjourned.
Section 4.6. Voting. On any question on which the Executive Committee
shall vote, the names of those voting and their votes shall be entered in the
minutes of the meeting when any member of the Executive Committee present at the
meeting so requests.
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Section 4.7. Records. The Executive Committee shall keep minutes of its
acts and proceedings which shall be submitted at the next regular meeting of the
Board of Directors. Any action taken by the Board of Directors with respect
thereto shall be entered in the minutes of the Board of Directors.
Section 4.8. Vacancies; Alternate Members; and Absences. Any vacancy among
the appointed members of the Executive Committee may be filled by affirmative
vote of a majority of the whole Board of Directors. By similar vote, the Board
of Directors may designate one or more directors as alternate members of the
Executive Committee who may replace any absent or disqualified member at any
meeting of the Executive Committee.
ARTICLE V
Other Committees of the Board
Section 5.1. Appointing Other Committees of the Board. The Board of
Directors may from time to time by resolution adopted by affirmative vote of a
majority of the whole Board of Directors appoint other committees of the Board
of Directors and the members thereof which shall have such powers of the Board
of Directors and such duties as the Board of Directors may properly determine
and as provided by law. Such other committee of the Board of Directors shall
consist of one or more directors. By similar vote, the Board of Directors may
designate one or more directors as alternate members of any such committee who
may replace any absent or disqualified member at any meeting of any such
committee. In the absence or disqualification of any member of any such
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
Section 5.2. Place and Time of Meetings; Notice; Waiver of Notice; and
Records. Meetings of such committees of the Board of Directors may be held at
any place, within or without the State of Delaware, from time to time designated
by the Board of Directors or the committee. Regular meetings of any such
committee shall be held at such times as may be determined by resolution of the
Board of Directors or the committee and no notice shall be required for any
regular meeting. A special meeting of any such committee shall be called by
resolution of the Board of Directors or by the Secretary or an Assistant
Secretary upon the request of any member of the committee. The provisions of
Section 4.3 hereof with respect to notice and waiver of notice of special
meetings of the Executive Committee shall also apply to all special meetings of
other committees of the Board of Directors. Any such committee may make rules
for holding and conducting its meetings and shall keep minutes of all meetings.
ARTICLE VI
The Officers
Section 6.1. Officers. The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary and a Treasurer. The
officers shall be elected by the Board of Directors. The Board of Directors may
also elect a Chairman of the Board, an Executive Vice President, a Chairman of
the Executive Committee, a Chief Financial Officer, a Controller, one or more
Vice Presidents, Assistant Secretaries, Assistant Treasurers, Assistant
Controllers and such other officers and agents as in their judgment may be
necessary or desirable. The Chairman of the Board, the Chairman of the Executive
Committee, the President, and the Executive Vice President shall be selected
from the directors.
Section 6.2. Terms of Office and Vacancies. So far as is practicable, all
officers shall be appointed at the organization meeting of the Board of
Directors in each year and, except as otherwise provided in Sections 6.1, 6.3,
and 6.4 hereof, shall hold office until the organization meeting of the Board of
Directors in the next subsequent year and until their respective successors are
elected and qualify or until they sooner die, retire, resign or are removed. If
any vacancy shall occur in any office, the Board of Directors may elect a
successor to fill such vacancy for the remainder of the term.
Section 6.3. Removal of Officers. Any officer may be removed at any time,
either with or without cause, by affirmative vote of a majority of the whole
Board of Directors at any regular meeting or at any special meeting called for
that purpose.
Section 6.4. Resignations. Any officer may resign at any time by giving
written notice thereof to the Corporation. Any resignation shall be effective
immediately unless some other date is specified for it to take effect.
Acceptance of any resignation shall not be necessary to make it effective unless
such resignation is tendered subject to such acceptance.
Section 6.5. Officers Holding More Than One Office. Any officer may hold
two or more offices so long as the duties of such offices can be consistently
performed by the same person.
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Section 6.6. The Chairman of the Board. The Chairman of the Board, if any,
shall be a member of the Board of Directors. As provided in Section 2.6 hereof,
he shall act as chairman at all meetings of the stockholders at which he is
present; as provided in Section 3.8 hereof, he shall preside at all meetings of
the Board of Directors at which he is present; and as provided in Section 4.4
hereof, in the absence of the Chairman of the Executive Committee and the
President, he shall preside at all meetings of the Executive Committee at which
he is present. He shall also perform such other duties and shall have such other
powers as may from time to time be assigned to him by the Board of Directors. In
the absence or disability of the Chairman of the Board, the duties of the
Chairman of the Board shall be performed and his powers may be exercised by the
President of the Board. In the absence or disability of the Chairman of the
Board and the President, the powers of the Chairman of the Board may be
exercised by such member of the Board of Directors as may be designated by the
Chairman of the Board and, failing such designation or in the absence of the
person so designated, by such member of the Board of Directors as may be
designated by the President.
Section 6.7. The President. The President shall be the chief executive
officer of the Corporation and, subject to the control of the Board of
Directors, shall have general and active charge, control and supervision of the
business, property and affairs of the Corporation, shall approve all operating
expense and capital expenditure budgets and shall formulate recommendations to
the Board of Directors for its action and decision. As provided in Section 4.4
hereof, in the absence of the Chairman of the Executive Committee, he shall
preside at all meetings of the Executive Committee at which he is present. In
the absence or disability of the Chairman of the Board, the duties of the
Chairman of the Board, including those duties set forth in Sections 2.6, 3.8 and
4.4 hereof, shall be performed and his powers may be exercised by the President.
If neither the President nor the Chairman of the Board is available, the duties
of the President shall be performed and his powers may be exercised by such
member of the Board of Directors as may be designated by the President and,
failing such designation or in the absence of the person so designated, by such
member of the Board of Directors as may be designated by the Chairman of the
Board.
Section 6.8. The Vice Presidents. The Vice Presidents, including the
Executive Vice President, shall perform such duties and have such powers as may
from time to time be assigned to them by the Board of Directors, the Chairman of
the Board or the President.
Section 6.9. The Secretary. The Secretary shall attend to the giving of
notice of each meeting of stockholders, the Board of Directors and committees
thereof and, as provided in Sections 2.6, 3.8, and 4.4 hereof, shall act as
secretary at each meeting of stockholders, directors and the Executive
Committee. He shall keep minutes of all proceedings at such meetings as well as
of all proceedings at all meetings of such other committees of the Board of
Directors as any such committee shall direct him to so keep. The Secretary shall
have charge of the corporate seal and he or any officer of the Corporation shall
have authority to attest to any and all instruments or writings to which the
same may be affixed. He shall keep and account for all books, documents, papers
and records of the Corporation except those for which some other officer or
agent is properly accountable. He shall generally perform all the duties usually
appertaining to the office of secretary of a corporation. In the absence of the
Secretary, such person as shall be designated by the chairman of any meeting
shall perform his duties.
Section 6.10. The Treasurer. The Treasurer shall have the care and custody
of all the funds of the Corporation and shall deposit such funds in such banks
or other depositories as the Board of Directors or any officer or officers
thereunto duly authorized by the Board of Directors shall from time to time
direct or approve. In the absence of a Controller, he shall perform all duties
appertaining to the office of Controller of the Corporation. He shall generally
perform all the duties usually appertaining to the office of treasurer of a
corporation. When required by the Board of Directors, he shall give bonds for
the faithful discharge of his duties in such sums and with such sureties as the
Board of Directors shall approve. In the absence of the Treasurer, such person
as shall be designated by the Chairman of the Board or President shall perform
his duties.
Section 6.11. The Controller. The Controller shall prepare and have the
care and custody of the books of account of the Corporation. He shall keep a
full and accurate account of all moneys received and paid on account of the
Corporation. He shall render a statement of his accounts whenever the Board of
Directors shall require. He shall generally perform all the duties usually
appertaining to the office of controller of a corporation. When required by the
Board of Directors, he shall give bonds for the faithful discharge of his duties
in such sums and with such sureties as the Board of Directors shall approve.
Section 6.12. Additional Powers and Duties. In addition to the foregoing
specifically enumerated duties and powers, the several officers of the
Corporation shall perform such other duties and exercise such further powers as
the Board of Directors may from time to time determine or as may be assigned to
them by any superior officer.
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ARTICLE VII
Transactions With Directors and Officers
Section 7.1. Transactions with Directors and Officers. No contract or
transaction between the Corporation and one or more of its directors or officers
or between the Corporation and any other corporation, partnership, association
or other organization, in which one or more of its directors or officers are
directors or officers or have a financial interest, shall be void or voidable
solely for such reason or solely because the director or officer is present at
or participates in the meeting of the Board of Directors or committee thereof
which authorizes the contract or transaction or solely because his or their
votes are counted for such purpose if: (a) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee and the Board of Directors
or the committee in good faith authorizes the contract or transaction by the
affirmative vote of a majority of the disinterested directors even though the
disinterested directors may be less than a quorum; or (b) the material facts as
to his relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (c) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified by the Board of Directors,
a committee thereof or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the stockholders
or the Board of Directors or of a committee which authorizes the contract or
transaction.
ARTICLE VIII
Stock and Transfers of Stock
Section 8.1. Stock Certificates. The Stock of the Corporation shall be
represented by certificates signed by two officers of the Corporation, one the
Chairman of the Board, the President or a Vice President and the other the
Secretary or an Assistant Secretary. Any or all of the signatures may be a
facsimile. Such certificates shall be sealed with the seal of the Corporation.
Such seal may be a facsimile, engraved or printed. In case any officer who has
signed any such certificate shall have ceased to be such officer before such
certificate is issued, it may nevertheless be issued by the Corporation with the
same effect as if he were such officer at the date of issue. Certificates
representing the Stock of the Corporation shall be in such form as shall be
approved by the Board of Directors.
Section 8.2. Restrictive Legend on Certificates. Every certificate
representing shares of Stock of the Corporation shall bear the following legend:
(a) The shares of stock represented hereby have been acquired for
investment and not with a view to distribution or resale, have not been
registered under the Securities Act of 1933, as amended, and are transferable
only in accordance with and upon proof of compliance with the Securities Act of
1933, as amended, and the Rules promulgated thereunder."
Section 8.3. Registration of Transfers of Stock. Registration of a
transfer of Stock shall be made on the books of the Corporation only upon
presentation by the person named in the certificate evidencing such stock, or by
an attorney lawfully authorized in writing, upon surrender and cancellation of
such certificate, with duly executed assignment and power of transfer endorsed
thereon or attached thereto, and with such proof of the authenticity of the
signature thereon as the Corporation or its agents may reasonably require.
Section 8.4. Lost Certificates. In case any certificate representing Stock
shall be lost, stolen or destroyed, the Board of Directors in its discretion or
any officer or officers thereunto duly authorized by the Board of Directors may
authorize the issuance of a substitute certificate in the place of the
certificate so lost, stolen or destroyed; provided, however, in each such case
the Corporation may require the owner of the lost, stolen or destroyed
certificate or his legal representative to give the Corporation evidence which
the Corporation determines in its discretion satisfactory of the loss, theft or
destruction of such certificate and of the ownership thereof and may also
require a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
Section 8.5. Determination of Stockholders of Record for Certain Purposes.
In order that the Corporation may determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for the purpose of any other lawful action, the Board of Directors
may fix in advance a record date which shall not be more than sixty (60) days
prior to any such action.
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ARTICLE IX
Miscellaneous
Section 9.1. Seal. The seal of the Corporation shall have inscribed thereon
the name of the Corporation, the year of its organization and the state of its
incorporation.
Section 9.2. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.
Section 9.3. Signatures on Negotiable Instruments. All bills, notes,
checks or other instruments for the payment of money shall be signed or
countersigned by such officers or agents of Corporation and in such manner as
from time to time may be prescribed by resolution (whether general or special)
of the Board of Directors or as may be prescribed by any officer or officers or
any officer and agent jointly thereunto duly authorized by the Board of
Directors.
Section 9.4. Indemnification. The Corporation shall, to the fullest extent
permitted by Section 145 of the General Corporation Law of the State of
Delaware, indemnify any and all person whom it shall have power to indemnify
against any and all of the costs, expenses, liabilities or other matters
incurred by them by reason of having been officers or directors of the
Corporation, any subsidiary of the Corporation or of any other corporation for
which any and all persons who acted as officer or director at the request of the
Corporation.
Section 9.5. Books of the Corporation. Except as otherwise provided by
law, the books of the Corporation shall be kept at the principal place of
business of the Corporation and at such other locations as the Board of
Directors may from time to time determine.
Section 9.6. References to Gender. Whenever in the By-Laws reference is
made to the masculine gender, such reference shall where the context so requires
be deemed to include the feminine gender, and the By-Laws shall be read
accordingly.
Section 9.7. References to Article and Section Numbers and to the By-Laws
and the Certificate of Incorporation. Whenever in the By-Laws reference is made
to an Article or Section number, such reference is to the number of an Article
or Section of the By-Laws. Whenever in the By-Laws reference is made to the
By-Laws, such reference is to these By-Laws of the Corporation as the same may
from time to time be amended. Whenever reference is made to the Certificate of
Incorporation, such reference is to the Certificate of Incorporation of the
Corporation as the same may from time to time be amended.
ARTICLE X
Amendments
Section 10.1. Amendments. Except as otherwise provided in the Certificate
of Incorporation or these By-Laws, the By-Laws may be altered, amended or
repealed from time to time by the Board of Directors by affirmative vote of a
majority of the whole Board of Directors. The By-Laws may be altered, amended or
repealed at any annual or special meeting of stockholders. Notice of such
proposed alteration, amendment or repeal setting forth the substance or text
thereof shall be included in the notice of any meeting of the Board of Directors
or stockholders called to consider any such alteration, amendment or repeal.
* * * * * * * * *
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EX-5
Attorney's consent
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REFERENCE 5.0 CONSENT OF HOGE, HOLMES & CARTER, PLLC
HOGE, HOLMES & CARTER, PLLC
ATTORNEYS AND COUNSELORS
HAMPTON COURT
SUITE 600
4311 OAKLAWN
DALLAS, TEXAS 75219
Steven B. Holmes
Licensed In TELEPHONE (214) 765-6000
Texas and Oklahoma TELECOPIER (214) 765-6020
E-MAIL [email protected]
April 5, 2000
Board of Directors
PR Specialists, Inc.
6041 Pomegranate Lane
Woodland Hills, California 91367
Re: PR Specialists, Inc.
Registration Statement on Form SB-2
Gentlemen:
We have been retained by PR Specialists, Inc. (the "Company") in connection
with the Registration Statement (the "Registration Statement") on Form SB-2, to
be filed by the Company with the Securities and Exchange Commission relating to
the offering of securities of the Company. You have requested that we render our
opinion as to whether or not the securities proposed to be issued on terms set
forth in the Registration Statement will be validly issued, fully paid, and
nonassessable.
In connection with the request, we have examined the following:
1. Articles of Incorporation of the Company;
2. Bylaws of the Company;
3. The Registration Statement; and
4. Unanimous consent resolutions of the Company's Board of Directors.
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HOGE, HOLMES & CARTER, PLLC
Board of Directors
April 5, 2000
Page 2
We have examined such other corporate records and documents and have made
such other examinations as we have deemed relevant.
Based on the above examination, we are of the opinion that the securities of
the Company to be issued pursuant to the Registration Statement are validly
authorized and, when issued in accordance with the terms set forth in the
Registration Statement, will be validly issued, and fully paid, and
non-assessable under the corporate laws of the State of Delaware.
We consent to our name being used in the Registration Statement as having
rendered the foregoing opinion and as having represented the Company in
connection with the Registration Statement.
Sincerely,
HOGE, HOLMES & CARTER, PLLC
Steven B. Holmes
SBH
EX-10.1
Bryan Eggers Employment Agreement
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REFERENCE 10.1 BRYAN EGGERS EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of this 21st day of March, 2000 (the "Agreement"), by and
between PR Specialists, Inc., a Delaware corporation ("Employer"), and Bryan
Eggers ("Employee").
WITNESSETH:
WHEREAS, Employer desires to employ Employee and Employee desires to be employed
by Employer as President of Employer; and
WHEREAS, Employer recognizes the need of the knowledge, talents and assistance
of Employee and desires to enter into this Agreement to secure the foregoing.
NOW, THEREFORE, in consideration of the promises herein contained, the parties
covenant and agree as follows:
1. EMPLOYMENT. Employer agrees to employ Employee and Employee agrees to be
employed by Employer and to perform work as determined by Employer, as President
of Employer, on the terms and conditions set forth in this Agreement. This
Agreement shall be effective as of the date mutually agreed to in writing by
both parties (the "Effective Date") but in no event shall it be more than two
weeks following the date on which the Employer receives more than $100,000 of
gross investment capital, or when client revenues are sufficient to provide a
full or partial salary.
2. COMPENSATION. Employer agrees to employ Employee at the base rate of
compensation of sixty-five thousand and No/Dollars ($65,000.00) per year.
Compensation is to be paid twice per month. Compensation is to be reviewed by
the Compensation Committee on an annual basis.
In addition to the base compensation, Employer agrees to pay or provide Employee
with the following:
A. Expenses. Reimbursement for reasonable expenses actually incurred by Employee
in the furtherance of Employer's business, including, but not limited to,
telephone calls (including business related calls on Employee's cellular phone
and business related long distance calls), entertainment, attendance at
conferences, conventions and institutes, provided proper itemization of said
expenses is furnished to Employer by Employee. All such expenditures shall be
subject to the reasonable control of Employer.
B. Medical and Disability Benefits. Employee and spouse shall be entitled to
participate in Employer's medical program, Employer-paid disability and other
benefit programs as other executives of Employer are entitled to participate in,
as is in place from time to time. If Employee desires to include any family
members other than his spouse in the medical plan, Employee shall be responsible
for all additional costs.
C. Additional Benefits. Employee shall be entitled to participate in and receive
such additional benefits as Employer shall from time to time make available to
its executive employees including, without limitation, profit sharing, stock
purchase, stock option and other incentive plans.
D. Bonus. Employee shall be entitled to receive cash or stock option bonuses.
The amount of bonus shall be determined by the Compensation Committee.
3. DUTIES. Employee agrees to perform work as determined by the Board of
Directors, subject to the direction of Employer and agrees to subject himself at
all times during the Term (as hereinafter defined) to the direction and control
of Employer in respect to the work to be performed. Employee shall devote his
full business time and attention to the furtherance of Employer's best
interests. In that regard, and as further consideration for this Agreement,
Employee agrees to comply with, and abide by, such rules and directives of
Employer as may be reasonably established from time to time, and recognizes the
right of Employer, in its reasonable discretion, to change, modify or adopt new
policies and practices affecting the employment relationship, not inconsistent
with this Agreement, as deemed appropriate by Employer. During the term of
Employee's employment, Employee will not undertake any new business ventures,
partnerships, consulting arrangements or other enterprise or business other than
those on behalf of Employer, without Employer's prior written consent.
4. WORKING FACILITIES. Employee shall be furnished with office space,
secretarial services, and such other facilities and services suitable to
Employee's position and adequate for the performance of Employee's duties.
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5. AGENCY. Employee shall have no authority to enter into any contracts binding
upon Employer, except as authorized in writing, in advance, by Employer.
6. TERM OF EMPLOYMENT; SEVERANCE.
A. Employee's employment hereunder shall commence as of the Effective
Date hereof and continue for a period of one (1) year thereafter (the "Term").
B. Anything herein to the contrary notwithstanding, Employee's employment
hereunder may be terminated at any time and for any reason by either party upon
not less than thirty (30) days' prior written notice to the other party. It is
understood and acknowledged that Employer shall have the right to effectuate
such termination at will, with or without Reasonable Cause (as hereinafter
defined). Any such termination shall be effective as of the end of such thirty
(30) day period (the "Final Date").
C. If Employee's employment hereunder shall be terminated by Employer without
Reasonable Cause pursuant to paragraph 6.B. or because of Employee's disability,
as determined by Employer in good faith, then Employee shall be entitled to (i)
severance compensation equal to Employee's then-current base salary and benefits
(which for purposes hereof shall include all compensation payable hereunder, of
any type) for a period equal to the Severance Period (as defined below). Such
severance compensation payments consisting of cash shall be paid in a lump sum
plus any outstanding benefits and allocated bonuses on or before the Final Date.
The severance compensation are intended to be in lieu of all other payments to
which Employee might otherwise be entitled in respect of termination of
Employee's employment without Reasonable Cause or in respect of any action by
Employer constituting Good Reason for voluntary termination.
D. If Employee's employment hereunder shall be terminated for Reasonable
Cause pursuant to paragraph 6.C., or if Employee voluntarily terminates
Employee's employment without Good Reason, Employee shall be entitled to receive
Employee's base salary as accrued through the effective date of such
termination, but shall not be entitled to any Severance Benefits or other
amounts in respect of such termination.
E. "Reasonable Cause," as used herein, shall mean Employee's involvement in
any action or inaction involving fraud resulting in a personal benefit in excess
of any payments to which Employee is entitled hereunder, dishonesty, or material
violation of Corporation policy and procedures. Employee shall vacate the
offices of Employer on such effective date.
F. "Good Reason," as used herein, means the occurrence of any of
the following events without Employee's consent:
i. a material diminution in Employee's duties and responsibilities;
ii. a reduction in Employee's base salary;
iii. a forced relocation; or
iv. a Change of Control (as defined below)if Successor Employer
(as defined in paragraph H below) fails to assume this Agreement in its
entirety.
G. "Severance Period," as used herein, means the lesser of (i) twelve months
(12) months or (ii) the remaining time of the Term.
H. "Change of Control" means a sale outside the ordinary course of business
of more than fifty percent (50%) of the assets of or equity interests in
Employer to any person or entity.
7. COMPLIANCE WITH LAWS. Employee will comply with all federal and state laws,
rules and regulations relating to any of Employee's responsibilities and duties
with Employer and will not violate any such laws, rules and regulations.
8. COVENANT NOT TO COMPETE. Employee agrees to conform to the following
concerning non-competition.
A. Employer undertakes to train Employee and to give Employee confidential
information and knowledge about Employer's business policies, accounts
procedures and methods. For the purposes of this Agreement, the term
"confidential information" shall include but is not limited to any list of
suppliers, customers, investors, stockholders, including their names, addresses,
phone numbers, amount of investments and similar information. In addition, any
operational information of Employer, including but not limited to information on
Employer's methods of conducting business, profits and/or losses of Employer,
marketing material and any information that would reasonably be considered
proprietary or confidential in nature. Employer has established a valuable and
extensive trade in its products and services, which business has been developed
at a considerable expense to Employer. The nature of the business is such that
the relationship of its customers with Employer must be maintained through the
close personal contact of its employees.
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B. Employee desires to enter into or continue in the employ of Employer and
by virtue of such employment by Employer, Employee will become familiar with the
manner, methods, secrets and confidential information pertaining to such
business. During the Term, Employee will continue to receive additional
confidential information of the same kind. Through representatives of Employer,
Employee will become personally acquainted with the business of Employer and its
methods of operation.
C. In consideration of the employment or continued employment of Employee as
herein provided, the training of Employee by Employer, and the disclosure by
Employer to employee of the knowledge and confidential information described
above, Employer requests and Employee makes the covenants hereinafter set forth.
Employee understands and acknowledges that such covenants are required for the
fair and reasonable protection of the business of Employer carried on in the
area to which the covenants are applicable and that without the limited
restrictions on Employee's activities imposed by the covenants, the business of
Employer would suffer irreparable and immeasurable damage. The covenants on the
part of Employee shall be construed as an agreement independent of any other
provision of this Agreement, and existence of any claim or course of action
whether predicated on this Agreement or otherwise, shall not constitute a
defense to the enforcement by Employer of the covenants.
D. Employee agrees that during the term of Employee's employment and for the
period of twelve (12) months immediately following the termination of employment
(which said time period shall be increased by any time during which Employee is
in violation of this Agreement) Employee will not, within the territory
hereinafter defined, directly or indirectly, for Employee, or on behalf of
others, as an individual on Employee's own account, or as an employee, agent, or
representative for any other person, partnership, firm or corporation:
i. Compete with the business of Employer by engaging or
participating in or furnishing aid or assistance in competition with the
business of Employer.
ii. Engage, in any capacity, directly or indirectly, in or be employed by
any business similar to the kind or nature of business conducted by Employer
during the employment.
iii. For the purposes of this paragraph 8, the business of Employer shall
be limited to publicity services and any business that the Employer enters into
during the Term.
E. The territory referred to in this paragraph 8 shall be the entire World.
F. Each restrictive covenant is separate and distinct from any other covenant
set forth in this paragraph. In the event of the invalidity of any covenant, the
remaining obligation shall be deemed independent and divisible. The parties
agree that the territory set forth is reasonable and necessary for the
protection of Employer. In the event any term or condition is deemed to be too
broad or unenforceable, said provision shall be deemed reduced in scope to the
extent necessary to make said provision enforceable and binding.
G. The provisions of this paragraph 8 shall not apply if Employee's
employment is terminated by Employer without Reasonable Cause or by Employee for
Good Reason.
9. INDUCING EMPLOYEE OF EMPLOYER TO LEAVE. Any attempt on the part of Employee
to induce others to leave Employer's employ or any efforts by Employee to
interfere with Employer's relationship with other employees would be harmful and
damaging to Employer. Employee expressly agrees that during the term of
Employee's employment and for a period of twelve (12) months thereafter
(provided said time period shall be increased by any time during which Employee
is in violation of this Agreement), Employee will not in any way directly or
indirectly:
A. Induce or attempt to induce an employee to sever his or her employment
with Employer;
B. Interfere with or disrupt Employer's relationship with other employees;
and
C. Solicit, entice, take away or employ any person employed with
Employer, excluding people Employee brings to Employer.
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10. CONFIDENTIAL INFORMATION. It is understood between the parties hereto that
during the term of employment, Employee will be dealing with confidential
information, as defined above, which is Employer's property, used in the course
of its business. Employee will not disclose to anyone, directly or indirectly,
any of such confidential information or use such information other than in the
course of Employee's employment. All documents that Employee prepares, or
confidential information that might be given to Employee in the course of
employment, are the exclusive property of Employer and shall remain in
Employer's possession on the premises. Under no circumstances shall any such
information or documents be removed without Employer's written consent first
being obtained.
11. RETURN OF EMPLOYER'S PROPERTY. On termination of employment, regardless of
how termination is effected, or whenever requested by Employer, Employee shall
immediately return to Employer all of Employer's property used by Employee
rendering services hereunder or otherwise that is in Employee's possession or
under Employee's control.
12. VACATION. Employee shall be entitled to a vacation period of two (2) weeks
per calendar year. The vacation shall be taken by Employee at such time during
the year and for such period as reasonable. All vacations should be taken in the
year earned. No vacations may be accrued without written permission of the Board
of Directors.
13. REFERENCES. Employer agrees that, upon termination of this Agreement, it
will, upon written request of Employee, furnish references to third parties,
including prospective employers, regarding Employee. However, Employee
acknowledges that it is Employer's policy to confirm employment only and not to
release any additional information without a written release from Employee.
14. NOTICES. All notices, requests, consents, and other communications under
this Agreement shall be in writing and shall be deemed to have been delivered on
the date personally delivered or the date mailed, postage prepaid by certified
mail, return receipt requested, or faxed and confirmed, if addressed to the
respective parties as follows:
If to Employer: PR Specialists, Inc.
6041 Pomegranate Lane
Woodland Hills, CA 91367
Attention: Board of Directors
If to Employee: Bryan Eggers
6041 Pomegranate Lane
Woodland Hills, CA 91367
Either party may change its address for the purpose of receiving notices,
demands, and other communications by giving written notice to the other party of
the change.
15. VOLUNTARY AGREEMENT. Employee represents that he has not been pressured,
misled or induced to enter this Agreement based upon any representation by
Employer not contained herein.
16. PROVISIONS TO SURVIVE. The parties hereto acknowledge that many of the terms
and conditions of this Agreement are intended to survive the employment
relationship. Therefore, any terms and conditions that are intended by the
nature of the promises or representations to survive the termination of
employment shall survive the term of employment regardless of whether such
provision is expressly stated as so surviving.
17. MERGER. This Agreement represents the entire Agreement between the parties
and shall not be subject to modification or amendment by any oral
representation, or any written statement by either party, except for a dated
written amendment to this Agreement signed by Employee and an authorized officer
of Employer.
18. VENUE AND APPLICABLE LAW. This Agreement shall be enforced and construed in
accordance with the laws of the State of Delaware, and venue for any action or
arbitration under this Agreement shall be Kent County, Delaware.
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19. SUBSIDIARIES AND AFFILIATED ENTITIES. Employee acknowledges and agrees that
Employer has or may have various subsidiaries and affiliated entities. In
rendering services to Employer, Employee will have considerable contact with
such subsidiaries and affiliates. Therefore, Employee agrees that all provisions
of paragraphs 7, 8, 9 and 10 shall apply to all such subsidiaries and
affiliates.
20. PERSONNEL INFORMATION. Employee shall not divulge or discuss personnel
information such as salaries, bonuses, commissions and benefits relating to
Employee or other employees of Employer or any of its subsidiaries with any
other person except the Executive Committee and the Board of Directors of
Employer.
21. ASSIGNMENT. This Agreement shall not be assignable by either party without
the written consent of the other party; provided, however, that this Agreement
shall be assignable to any corporation or entity which purchases the assets of
or succeeds to the business of Employer (a "Successor Employer"). Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, personal representatives, successors
and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
Employer
PR Specialists, Inc.
/s/ Bryan Eggers
Bryan Eggers
Title: President and CEO
Employee
/s/ Bryan Eggers
Bryan Eggers
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EX-23
Accountant's consent
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REFERENCE 23 CONSENT OF BEARD, NERTNEY, KINGERY, CROUSE & HOHL, P.A.
[LETTERHEAD of Letterhead of Beard Nertney Kingery Crouse & Hohl P.A.]]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in the prospectus constituting part of this
Registration Statement on Form SB-2 of our report dated April 6, 2000, with
respect to the financial statements of PR Specialists, Inc., as of and for the
period March 21, 2000 (date of incorporation) to March 31, 2000 filed with the
Securities and Exchange Commission.
/s/ BEARD, NERTNEY, KINGERY, CROUSE & HOHL, P.A.
Tampa, Florida
April 13, 2000
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