UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of The Securities Exchange Act of 1934
SONTECH, INC.
___________________________________________________________________
(Name of Small Business Issuer in its charter)
NEVADA
_________________________________
(State or other jurisdiction of incorporation or organization)
87-0461420
_______________________________________
I.R.S. Employer Identification Number
68 South Main Street, Suite 708, Salt Lake City UT 84101
______________________________________________
(Address of principal executive offices)
(801) 531-7558
_______________________________________
Issuer's Telephone Number, Including Area Code
Securities to be registered pursuant to Section 12(b) of the Act.
none
Securities to be registered pursuant to Section 12(g) of the Act.
Common Stock, par value $0.001 per share
________________________________________________________________________
(Title of Class)
________________________________________________________________________
(Title of Class)
<PAGE> 1
Part I
Item 1. Description of Business.
Background
- ----------
Sontech, Inc., formerly Son-tech, Inc., a Nevada corporation (the
"Company"), was originally incorporated in Utah on January 5, 1983. The
original business purpose of the Company was to purchase patent rights and to
research and develop an ultrasonic toothbrush and ultrasonic skin wrinkle
remover. The Company was unsuccessful in its efforts to bring either of those
products to market.
In 1991 and 1995, the Company entered into merger agreements with third
parties. Neither of these agreements was consummated.
The Company did not transact any business, nor did it engage in any
transactions or agreements, until 1998. On July 8, 1998 the Board of
Directors of the Company approved the merger of Son-tech, Inc., a Utah
corporation, with and into Sontech, Inc., a Nevada corporation. Shareholders
of both companies approved the merger agreement on July 22, 1998, and Articles
of Merger were filed with the State of Nevada on July 24, 1998. On the
effective date of the merger every two shares of Son-tech, Inc., a Utah
corporation, were converted into one share of Sontech, Inc., a Nevada
corporation. The Merger Agreement is attached hereto as Exhibit 6.1.
In July 1998, the Board of Directors of the Company approved a new
business purpose for the Company whereby the Company would be internationally
active as a "Business Development Corporation" (a "BDC"). As such, the
Company would seek partners to develop international opportunities.
In April 1999, the Company entered into an acquisition agreement (the
"Acquisition Agreement") whereby the Company would issue 5,000,000 shares of
the Company's Common Stock to the shareholders of Triunified Health Systems,
Inc., a Wyoming corporation with principal executive offices in Fresno,
California ("THS"), in exchange for all of the issued and outstanding shares
of THS. The Acquisition Agreement is attached hereto as Exhibit 6.2. The
nature of THS' business was to market alternative medicine through its web
site, www.wellnessamerica.com.
On January 28th, 2000, the Company and THS entered into a rescission
agreement (the "Rescission Agreement") whereby both the Company and THS agreed
to rescind the Acquisition Agreement. The Rescission Agreement was approved
by the shareholders of the Company on February 22, 2000 and is attached hereto
as Exhibit 6.3. The Rescission Agreement provides for all properties received
from either party pursuant to the Acquisition Agreement to be returned to the
other party and that the shareholders of THS return all shares of the Company
received in the Acquisition. The Company has cancelled all shares returned to
the Company pursuant to the Rescission Agreement.
<PAGE> 2
In 1984 the Company advanced $68,000 to "Triam, Ltd.", whose name has
subsequently been changed to "WHY USA Financial Group, Inc." ("WHY USA"). WHY
USA is involved in the franchising of real estate franchises in the Midwest,
as well as the origination of mortgage loans. The Company has subsequently
received 924,800 shares of common stock of WHY USA as repayment for such
advance.
The Company's Current Business Plan
- -----------------------------------
The Company is currently seeking opportunities to acquire businesses in
the Internet or high technology arenas. Please see Part I, Item 2 "Plan of
Operation".
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation
- -----------------
The Company is seeking opportunities to acquire high technology and/or
Internet companies. The Company evaluates acquisition candidates based on the
type of technology they offer, the potential market for the technology, the
experience of the management team, and the overall operation of the particular
company.
Once a particular company is identified as a potential acquisition for
the Company, the Company conducts a thorough and comprehensive evaluation of
the targeted company. The Company will evaluate the technology offered, the
particular products and services, the business plan, the marketing strengths,
the depth of management, and the financial position of the target. The
Company will attempt to determine the potential return for the Company's
shareholders that could be accomplished through an acquisition of the
particular target company.
The Company's management will determine the capital needs of the target
company. The Company may assist the target company in raising money either
prior to, contemporaneously with, or following an acquisition, to execute the
business plan of the target company. The Company may also invest in other
public or private companies as the Company's management deems appropriate.
Item 3. Description of Property.
The Company's principal executive offices are located at 68 South Main
Street, Suite 708, Salt Lake City, Utah 84101. The Company pays no rent for
the use of such offices and has not entered into any lease arrangements. The
Company has no interest in any other properties.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth information relating to the beneficial
ownership of the Company's Common Stock by the Company's executive officers
and directors, and by all of the Company's executive officers and directors as
a group. The Company is not
<PAGE> 3
aware of any persons beneficially holding more than 5% of the Company's Common
Stock. The addresses of each of the executive officers and directors are in
care of the Company. All of the executive officers and directors have sole
investment and voting power unless otherwise noted.
Percentage
Name of Number of of Outstanding
Stockholder Shares Owned Common Stock
- ---------------------- -------------- ---------------
David H. Timms 400,000 3.3%
Oren L. Smith 346,000 2.8%
Ruston R. Ford 500,000 4.1%
Item 5. Directors, Executive Officers, Promoters and Control Persons.
The members of the Board of Directors of the Company serve until the next
annual meeting of stockholders, or until their successors have been duly
elected. The executive officers serve at the pleasure of the Board of
Directors. Information as to the executive officers and directors of the
Company is set forth below.
David H. Timms. Mr. Timms was a director and the President of the
Company from January 1991 to July 1998, and from March 1999 to April 1999. He
has been a director and the President of the Company since February 2000. Mr.
Timms has been active in the retail marketing division of a Berkshire Hathaway
owned company for the past nine years. He has been in the personal imaging
industry for almost thirty years, both independently and with a major
international company. Mr. Timms is 55 years of age.
Oren L. Smith. Mr. Smith was a director of the Company from July 1998 to
April 1999 and has been a director as well as the Secretary of the Company
since February 2000. Mr. Smith has been active in the California real estate
industry for over 40 years as an investment advisor and appraiser, as well as
a principal. Mr. Smith has earned and/or holds the MAI, RM, SRPA, and SPA
Appraisal Institute designations and certifications.
Mr. Smith is 71 years of age.
Ruston R. Ford. Mr. Ford has been a director of the Company since
February 2000. Mr. Ford has been an independent distributor for Equinox
International since June 1999. From 1997 to 1999, Mr. Ford was a Teaching
Assistant/Spanish Instructor at the University of Utah. From 1995 to 1997, he
was a payment processor in the Customer Service Department of Associates
Financial Corporation of Salt Lake City, Utah. Mr. Ford received his Master
of Arts in Foreign Language Teaching from the University of Utah in 1999 and
his Bachelor of Arts in Spanish from the University of Utah in 1997. Mr. Ford
is 26 years of age.
Item 6. Executive Compensation.
<PAGE> 4
The executive officers of the Company have received no remuneration of
any kind from the Company for their services at any time.
Item 7. Certain Relationships and Related Transactions.
None.
Item 8. Description of Securities.
The Company's Articles of Incorporation, as amended, authorize the
issuance of 200,000,000 shares of Common Stock, par value $0.001 per share,
of which 12,222,525 were issued and outstanding as of May 8, 2000. Holders of
shares of the Company's Common Stock are entitled to one vote for each share
on all matters to be voted on by the stockholders of the Company. Holders of
shares of the Company's Common Stock have no cumulative voting rights.
Holders of shares of the Company's Common Stock are entitled to share ratably
in dividends, if any, as may be declared, from time to time by the Board of
Directors in its discretion, from funds legally available therefor. In the
event of a liquidation, dissolution or winding up of the Company, the holders
of shares of the Company's Common Stock are entitled to share pro rata all
assets remaining after payment in full of all liabilities. Holders of shares
of the Company's Common Stock have no preemptive rights to purchase the
Company's Common Stock. There are no conversion rights or redemption or
sinking fund provisions with respect to the Common Stock. All of the
outstanding shares of the Company's Common Stock are fully paid and
non-assessable.
The Company's Articles of Incorporation, as amended, authorize the
issuance of 50,000,000 shares of Preferred Stock, no par value. The Company
has not issued any Preferred Stock at any time.
Part II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters.
The Company's common stock has been traded over-the-counter and quoted on
the OTC NASDAQ Electronic Bulletin Board under the symbol "SONT". The
Company's Common Stock currently trades in the "pink sheets" because the
Company is not a full reporting company under the Securities and Exchange Act
of 1934, as amended. The following table represents the range of the high and
low bid prices of the Company's common stock for the third and fourth calendar
quarter of 1998, each calendar quarter of 1999, and the first and second
calendar quarters of 2000, through May 8, 2000. Such quotations represent
prices between dealers and may not include retail markups, markdowns, or
commissions and may not necessarily represent actual transactions.
High Low
1998 ------- -----
- ----
Third Quarter $ 1.25 $ 1.25
Fourth Quarter $ 2.25 $ 2.25
<PAGE> 5
1999
- ----
First Quarter $ 2.00 $ 1.375
Second Quarter $ 1.50 $ 1.00
Third Quarter $ 1.50 $ 0.50
Fourth Quarter $ 3.25 $ 0.25
2000
- ----
First Quarter $ 2.25 $ 0.625
Second Quarter (through May 8) $ 1.50 $ 0.6875
As of May 8, 2000, there were 687 record holders of the Company's Common
Stock.
The Company has not paid any dividends on its Common Stock and does not
intend to do so for the foreseeable future.
Item 2. Legal Proceedings.
The Company is not a party to any legal proceedings as of the date
hereof.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
On March 28, 2000 the Company dismissed Tebbs and Smith, P.C. as its
principal independent accountant and retained Randy Simpson CPA, P.C. as its
new principal independent accountant. None of Tebbs and Smith, P.C. reports
contained and adverse opinion or disclaimer of opinion or was modified as to
uncertainty, audit scope, or accounting principles. Tebbs and Smith, P.C. and
the Company had no disagreements whatsoever regarding any accounting policies
or treatment pertaining to the Company.
Item 4. Recent Sales of Unregistered Securities.
In April 1999, the Company issued 5,000,000 shares of the Company's
Common Stock to the shareholders of THS pursuant to the Acquisition Agreement.
The Company believes that each recipient of the Company's Common Stock
pursuant to the Acquisition Agreement (i) was aware that the securities had
not been registered under federal securities laws, (ii) acquired the
securities for their own account for investment purposes, (iii) understood
that the securities would need to be held indefinitely unless registered or
sold pursuant to an exemption from registration, and (iv) was aware that the
certificate representing the securities would bear a legend restricting its
transfer.
The Company believes that, in light of the foregoing, the sale of
securities to the respective acquirers did not constitute a sale of
unregistered securities by reason of the exemptions provided under Sections
3(b) and 4(2) of the Securities Act, and the rules and regulations promulgated
thereunder.
<PAGE> 6
On January 28th, 2000, the Company and THS entered into the Rescission
Agreement whereby all recipients of the Company's Common Stock through the
Acquisition Agreement returned all of the shares of the Company's Common Stock
received pursuant to the Acquisition Agreement to the Company. The Company
has cancelled all such shares of the Company's Common Stock returned to the
Company.
Item 5. Indemnification of Directors and Officers.
The Company indemnifies its officers and directors to the fullest extent
accorded under Nevada law, as set forth in the Nevada Revised Statutes
("NRS"), Sections 78.7502, 78.751 and 78.752, as amended. In accordance with
NRS Section 78.7502, the Company may indemnify its officers and directors
against expenses they incur in connection with any threatened, pending or
completed legal action or proceeding involving Company, whether civil,
criminal, administrative or otherwise, involving such persons in their
capacities as officers and/or directors, so long as they acted in good faith
and in a manner which they reasonably believed to be in the Company's best
interests. In accordance with NRS Section 78-7502(2), the Company does not
indemnify its officers or directors against expenses resulting from suits or
proceedings brought by or to assert a right of the Company in which the
officer and/or director is adjudged liable to the Company, unless a court
determines otherwise.
NRS Section 78.752 allows corporations to purchase and maintain insurance
policies or to make other financial arrangements on behalf of any current or
past officer and/or director for any liability asserted against him, and any
liability or expense incurred, arising out of his status as an officer and/or
director. These financial arrangements may include trust funds,
self-insurance programs, guarantees and insurance policies.
Part F/S
The following financial statements are included herein:
Independent Auditor's Report
Balance Sheet
Statement of Operations
Statement of Changes in Stockholders' Equity
Statement of Cash Flows
Notes to Financial Statements
<PAGE> 7
Randy Simpson CPA, P.C.
11775 South Nicklaus Road
Sandy, Utah 84092
Fax & Phone (801) 572-3009
Board of Directors and Stockholders
Sontech, Inc.
Salt Lake City, Utah
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of Sontech, Inc., (a Nevada
Corporation), as of December 31, 1999, and the related statements of
operations, changes in stockholders' equity and cash flows for the years ended
December 31, 1999 and 1998. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit of the financial statements
provides a reasonable basis for our opinion.
In our opinion, based on our audit, the financial statements referred to above
present fairly, in all material respects, the financial position of Sontech,
Inc. as of December 31, 1999, and the results of its operations and cash flows
for the years ended December 31, 1999 and 1998 in conformity with generally
accepted accounting principles.
/s/ Randy Simpson CPA PC
Randy Simpson CPA, P.C.
A Professional Corporation
April 5, 2000
Salt Lake City, Utah
<PAGE> 8
SONTECH, INC.
BALANCE SHEET
ASSETS
December 31,
1999
--------------
Current Assets:
Cash $ -
--------------
Total current assets -
Other Assets:
Organization costs 5,490
Accumulated amortization (1,556)
--------------
Net organizational costs 3,934
Website development cost - Triunified Health Enhancement
Systems, Inc. merger (asset returned upon rescission
of merger on January 28, 2000) 5,000
Investment in WHY USA Financial Group, Inc. 1,000
--------------
Total Assets $ 9,934
==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and other liabilities $ -
--------------
Total Current Liabilities -
Shareholders' Equity
Preferred stock - authorized 50,000,000 shares
at no par value, no shares outstanding -
Common stock - authorized 50,000,000 shares
at a $0.01 par value,17,222,525 shares
issued and outstanding 17,223
Additional paid in capital 414,040
Retained earnings (421,329)
--------------
Total Shareholders' Equity 9,934
--------------
Total Liabilities and Shareholders' Equity $ 9,934
==============
See accompanying notes to financial statements.
<PAGE> 9
SONTECH, INC.
STATEMENT OF OPERATIONS
Year Ended Year Ended
December 31, December 31,
1999 1998
------------- ------------
Operating Expense:
Office and administrative expenses $ 1,575 $ 4,637
Amortization of organizational costs 1,098 458
------------- ------------
Total Operating Expense 2,673 5,095
------------- ------------
Net Loss $ (2,673) $ (5,095)
============= ============
Net Loss per Common Share $ - $ -
============= ============
See accompanying notes to financial statements.
<PAGE> 10
SONTECH, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
From January 1, 1998 through December 31, 1999
<TABLE>
<CAPTION>
Total
Common Paid -in Accumulated Stockholders
Shares Stock Capital Deficit Equity
------------ ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
Balances at January 1, 1998 18,953,340 $ 18,955 $ 395,606 $ (414,561) $ -
Reverse split of stock -
2 for 1, change of domicile
to Nevada from Utah (9,476,670) (9,477) 9,477 - -
Shares issued for legal fees
incurred in connection with
redomicile of corporation,
valued at $.02 per share 2,745,855 2,745 2,745 - 5,490
Net loss for the year ended
December 31, 1998 - - - (5,095) (5,095)
------------ ------------ ------------ ----------- ------------
Balances at December 31,1998 12,222,525 12,223 407,828 (419,656) 395
Advances by shareholders
reclassified from payables
in 1998, to paid in capital
in 1999 - - 4,637 - 4,637
Expenses in 1999 advanced by
stockholders and classified
as paid in capital - - 1,575 - 1,575
Merger with Triunified on
April 19, 1999--subsequently
rescinded on January 28,
2000 5,000,000 5,000 - - 5,000
Net loss for the year ended
December 31, 1999 - - - (2,673) (2,673)
------------ ------------ ------------ ----------- ------------
Balances at December 31,1999 17,222,525 $ 17,223 $ 414,040 $ (422,329) $ 8,934
============ ============ ============ =========== ============
See accompanying notes to financial statements.
</TABLE>
<PAGE> 11
SONTECH, INC.
STATEMENT OF CASH FLOWS
Year Ended Year Ended
December 31, December 31,
1999 1998
------------- ------------
Cash used in operating activities:
Net Loss $ (2,673) $ (5,095)
Adjustments to reconcile net loss to cash
flow used in operations:
Amortization of organizational costs 1,098 458
------------- ------------
Decrease in cash flow from
operating activities (1,575) (4,637)
Cash flows used in financing activities
as liabilities in 1998:
Advances from stockholders--reclassified as
paid in capital in 1999 - 4,637
Advances from stockholders--classified as
paid in capital 1,575 -
------------- ------------
Cash flows from financing activities 1,575 4,637
------------- ------------
Net change in cash and cash equivalents - -
Cash and cash equivalents at beginning of period - -
------------- ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ - $ -
============= ============
Supplemental non-cash transactions:
2,745,855 shares of stock issued for legal
fees in connection with reorganization--
classified as organizational costs $ - $ 5,490
------------- ------------
Total supplemental non-cash transactions $ - $ 5,490
============= ============
No cash paid for interest or income taxes $ - $ -
============= ============
See accompanying notes to financial statements.
<PAGE> 12
SONTECH, INC.
NOTES TO FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
Organization - Sontech, Inc., "the Company", is a Utah Corporation organized
on January 5, 1983. The original intent of the Company was to develop various
technologies. All projects invested in were abandoned and expensed. The
Company has been inactive for 15 years.
Organization Costs - Legal, filing fees, printing, accounting and other
organization costs were capitalized and amortized over sixty months.
Intangibles - Start-up costs and research and development costs are charged to
the expense in the period incurred.
Income Taxes - The Company accounts for income taxes under the provisions of
SFAS No. 109, Accounting for Income Taxes (SFAS No. 109). The Company has no
significant differences between its income tax and financial accounting. The
Company has approximately $420,000 in loss carryforwards to offset future
taxable income. The loss carryforward begins to expire in 2003. The Company
has not recognized any deferred tax assets due to the uncertainty of the
realization of the benefits of the loss carryforwards.
Net Loss Per Share - Net loss per share is based on the weighted average
shares outstanding of 14,000,000 on December 31, 1999. No significant loss
per share (less than $.01 per share) has been calculated. Subsequent to
December 31, 1999, the Company cancelled 5,000,000 shares in connection with
the rescission of the merger with Triunified Health Enhancement Systems, Inc.
2. HISTORY OF COMMON STOCK
An initial offering of 1,400,000 shares of common stock was made to the
organizers of the company at $0.025 per share on January 5, 1983.
July 4, 1983, a public offering of 3,500,000 shares of common stock was
completed at $.10 per share. Total proceeds were $350,000, with $69,628 of
offering costs leaving
<PAGE> 13
a balance of $280,372 for the Company. Total shares issued and outstanding on
December 31, 1983 were 4,900,000.
In 1991, there was a reverse split whereby, each stockholder received one
share for each two shares owned. Total shares issued and outstanding on
December 31, 1991 were 2,450,000.
The following table sets out the stock issuances from 1993 through 1997. The
following shares were issued for services which were valued at the par value
of the common stock $.001. The services were rendered for providing the
Company office space, stockholders' services and transfer fees.
Dates services performed Date issued # of shares Value of shares
- ------------------------ ------------ ----------- ----------------
1983-1993 12/31/93 13,646,000 $ 13,646
1994 12/31/94 2,740,000 $ 2,740
1995 12/31/95 2,825,000 $ 2,825
1996 12/31/96 2,175,000 $ 2,175
1996 12/31/96 3,318,000 $ 3,319
1997 12/31/96 4,675,500 $ 4,676
In April 1994, the stockholders approved a reverse split of one for five
(1:5), which reduced the total 16,096,000 shares outstanding to 3,219,000.
In July 1998, the stockholders approved a change of domicile from the state of
Utah, to the state of Nevada. The state of Utah Corporation, Son-Tech, Inc.,
merged with its wholly owned subsidiary, a Nevada Corporation, Sontech, Inc.
In connection with the merger, the stockholders approved a reverse split
whereby, each stockholder received one share of Sontech, Inc. (The Nevada
corporation) for each two shares owned of Son-Tech, Inc. (the Utah
corporation). Total shares issued and outstanding after the reverse split
were 9,476,670.
In July 1998, the Company issued 2,745,855 shares for legal services valued at
$.02 per share, or a total value of $5,490 for the transaction. Total shares
outstanding are 12,222,525.
On April 19, 1999, the Company agreed to issue 5,000,000 shares of common
stock, par value $0.001, to Triunified Health Enhancement Systems, Inc., in
exchange for all assets, liabilities, and all outstanding shares. Triunified
would then dissolve.
Triunified was involved in the development of a website (wellnessamerica.com)
for the use of alternative medicine. The website was designed for
Chiropractic Doctors and individuals interested in alternative healing
methods.
<PAGE> 14
On January 28, 2000, the acquisition was rescinded by mutual agreement of all
parties, at which time, any and all properties received by Sontech under the
acquisition were returned to Triunified and acknowledged as received by
Triunified. By the same token, any shares of Sontech issued to Triunified
shareholders and investors were exchanged for Triunified shares, and cancelled
on the transfer records of Sontech. The Acquisition Agreement Rescission was
signed by the officers of the respective parties and was approved by the
Boards of Directors.
3. INVESTMENT IN WHY USA FINANCIAL GROUP, INC. (WHY
USA) (Formerly Triam Ltd.)
The Company advanced WHY USA $68,000 in 1984. In 1987, WHY USA issued the
Company 23,120,000 shares in satisfaction of the loans and accrued interest.
This stock was reverse split 25:1, resulting in 924,800 shares of Triam, Ltd.
WHY USA was inactive until December of 1999 when, through the result of two
mergers, it became active. In the intervening period, the Company's interest
in WHY USA was written down to a carrying value of $1,000. Triam, Ltd's name
was changed in December of 1999 to WHY USA Financial Group, Inc. WHY USA is
involved in the franchising of real estate franchises in the midwest, and the
origination of mortgage loans.
<PAGE> 15
Part III
Index to Exhibits
(b) Exhibits
The following exhibits required by Item 601 of Regulation S-B are filed
herewith:
<PAGE>
Exhibit No. Document Description
- ---------- ----------------------
2.1.1 Articles of Incorporation July 1998
2.2 Bylaws
6.1 July 1998 Change of Domicile Merger
6.2 Acquisition Agreement between the Company and
Triunified Health Systems, Inc.
6.3 Rescission of Acquisition Agreement between the
Company and Triunified Health Systems, Inc.
16 Letter from Tebbs and Smith P.C. regarding change of
accountants
27 Financial Data Schedule
<PAGE> 16
Signatures
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: May 9, 2000 SONTECH, INC.
/S/ David H. Timms
By:_________________________
David H. Timms
President
/S/ Oren L. Smith
By:__________________________
Oren L. Smith
Secretary
<Stamped>
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUL 08 1998
DEAN HELLER SECRETARY OF STATE
/s/ Dean Heller
No. C-16018 98>
ARTICLES OF INCORPORATION
OF
SONTECH, INC.
I, the undersigned, have this day formed a corporation under and by
virtue of the laws of the State of Nevada and I do hereby state and certify:
FIRST: That the name of said corporation shall be:
Sontech, Inc.
SECOND: That the name and location of the Resident Agent of the
corporation is Scott Ockey at 2880 Meade Ave., Suite 202, Las Vegas, Nevada
89102.
It is hereby expressly provided that other office or offices for the
transaction of the business of the corporation may be maintained at such place
or places, either within or without the State of Nevada as may from time to
time be named and selected by its Board of Directors, or may be provided in
the By-laws of this corporation, and any and all business transacted by
Stockholders, of Directors' meeting of said corporation held outside of the
State of Nevada shall be as effectual for all purposes as though said
meetings were held at the principal office and place of business of said
corporation within the State of Nevada.
THIRD: That the nature of the business and the objects and purpose
proposed to be transacted, promoted or carried on by this corporation are as
follows:
Generally to carry on any lawful business or businesses, and to engage
in any and every line of activity and business enterprise which the Board of
Directors may from time to time deem to be reasonably incident to any of the
objects and purposes above named, or to be beneficial or helpful to the
interest of this corporation, or which may be calculated, directly or
indirectly, to enhance the value of its property, and to carry on any and all
of its business and the other operations in any City, County, State, Province,
territory or place in the world; and to establish head and branch offices and
places of business wherever it may deem advisable; and to do any and all of
the matters and things hereinabove set forth to the extent that natural
persons might or could do, and in any part of the world, either as persons,
agents, contractors, trustees or otherwise, alone or in the company of others.
<PAGE>
FOURTH: That the total authorized capital stock of the corporation shall
consist of Two Hundred million shares of common stock, with a par value of
$0.001 all of which shall be nonassessable and, entitled to voting power, and,
Fifty million Shares of Preferred Stock, with no voting power.
FIFTH: The object and powers specified in any clause contained in these
Articles shall not in any wise limit or restrict by reference to, or inference
from the terms of any other clause of these Articles; and the foregoing
enumeration of powers, as specified, shall not be held to limit or restrict in
any manner the general powers of the corporation and the enjoyment thereof as
conferred by the laws of the State of Nevada upon corporations organized under
the general corporation of said State.
SIXTH: The members of the governing board shall be styled "Directors",
and the number of such directors shall be One (1).
The Board of Directors, or the stockholders, at any regular meeting or
special meeting called for that purpose, by resolution may increase the number
of members of the Board of Directors as deemed advisable, provided that the
number may not be increased to more than nine (9).
SEVENTH: The name and address of the Incorporator, Director, and
Stockholder is as follows:
David H. Timms
68 South Main St., Suite 708
Salt Lake City, Utah 84101
EIGHTH: The private property of the stockholders of this corporation
shall be, and is hereby made, forever exempt from the debts of the
corporation.
NINTH: This corporation shall have perpetual existence.
TENTH: The corporation, through its By-laws, shall have power and
authority to make such provisions as may from time to time be deemed necessary
or advisable for the promotion of the interests of this corporation, and the
corporation may through its By-laws, confer such powers, privileges,
authorities and duties upon its Board of Directors as it may deem necessary or
advisable upon an executive committee or other committees; and this
corporation and its Board of Directors shall and may exercise all rights,
powers and privileges of whatsoever kind or nature, whether specifically
provided herein or not, which may now or hereafter be conferred
<PAGE> 2
upon similar corporations organized under and by virtue of the laws of the
State of Nevada.
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 6th day of July, 1998.
/s/ David H. Timms
-----------------------
State of:
County of:
On this 6th day of July, before me, Jody Iddings a notary public personally
appeared David H. Timms, known to me to be the person whose name subscribed
to the within instrument and acknowledged to me that he executed the same.
My Commission Expires:
April 15, 2001 /s/ Jody Iddings
----------------
<stamped:
NOTARY PUBLIC
STATE OF UTAH
My Commission Expires
April 15, 2001
Jody Iddings
995 East Fort Union Blvd.
Midvale, Utah 84047>
<PAGE> 3
BYLAWS
OF
SONTECH, INC.
ARTICLE 1. OFFICES
1.1 Business Office. The principal office of the corporation shall be
located at any place either within or outside the State of Nevada as
designated in the corporation's most recent document on file with the Nevada
Secretary of State, Division of Corporations. The corporation may have such
other offices, either within or without the State of Nevada as the board of
directors may designate or as the business of the corporation may require from
time to time.
1.2 Registered Office. The registered office of the corporation shall
be located within the State of Nevada and may be, but need not be, identical
with the principal office. The address of the registered office may be
changed from time to time.
ARTICLE 2. SHAREHOLDERS
2.1 Annual Shareholder Meeting. The annual meeting of the shareholders
shall be fixed by the board of directors, for the purpose of electing
directors and for the transaction of such other business as may come before
the meeting. If the day fixed for the annual meeting shall be a legal holiday
in the State of Nevada, such meeting shall be held on the next succeeding
business day.
2.2 Special Shareholder Meeting. Special meetings of the shareholders,
for any purpose or purposes described in the meeting notice, may be called by
the president, or by the board of directors, and shall be called by the
president at the request of the holders of not less than one-fourth of all
outstanding votes of the corporation entitled to be cast on any issue at the
meeting.
2.3 Place of Shareholder Meeting. The board of directors may designate
any place, either within or without the State of Nevada, as the place of
meeting for any annual or any special meeting of the shareholders, unless by
written consent, which may be in the form of waivers of notice or otherwise,
all shareholders entitled to vote at the meeting designate a different place,
either within or without the State of Nevada, as the place for the holding of
such meeting. If no designation is made by either the directors or unanimous
action of the voting shareholders, the place of meeting shall be at 525 South
300 East, Salt Lake City, Utah 84111.
<PAGE>
2.4 Notice of Shareholder Meeting. Written notice stating the date,
time, and place of any annual or special shareholder meeting shall be
delivered not less than 10 nor more than 60 days before the date of the
meeting, either personally or by mail, by or at the direction of the
President, the board of directors, or other persons calling the meeting, to
each shareholder of record entitled to vote at such meeting and to any other
shareholder entitled by the Nevada Revised Statutes (the "Statutes") or the
articles of incorporation to receive notice of the meeting. Notice shall be
deemed to be effective at the earlier of: (1) when deposited in the United
States mail, addressed to the shareholder at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid; (2) on
the date shown on the return receipt if sent by registered or certified mail,
return receipt requested, and the receipt is signed by or on behalf of the
addressee; (3) when received; or (4) 3 days after deposit in the United States
mail, if mailed postpaid and correctly addressed to an address other than that
shown in the corporation's current record of shareholders.
If any shareholder meeting is adjourned to a different date, time or
place, notice need not be given of the new date, time and place, if the new
date, time and place is announced at the meeting before adjournment. But if
the adjournment is for more than 30 days or if a new record date for the
adjourned meeting is or must be fixed, then notice must be given pursuant to
the requirements of the previous paragraph, to those persons who are
shareholders as of the new record date.
2.5 Waiver of Notice. A shareholder may waive any notice required by
the Statutes, the articles of incorporation, or these bylaws, by a writing
signed by the shareholder entitled to the notice, which is delivered to the
corporation (either before or after the date and time stated in the notice)
for inclusion in the minutes or filing with the corporate records.
A shareholder's attendance at a meeting:
(a) waives objection to lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting because of lack of
notice or effective notice; and
(b) waives objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to considering the matter when it is
presented.
2.6 Fixing of Record Date. For the purpose of determining shareholders
of any voting group entitled to notice of or to vote at any meeting of
shareholders, or shareholders entitled to receive payment of any distribution,
or in order to make a determination of shareholders for any other proper
purpose, the board of directors may fix in advance a date as the record date.
Such record date shall not be more than 70 days prior to the date on which the
particular action, requiring such determination of shareholders, is to be
taken. If no record date is so fixed by the board for the determination of
shareholders entitled to notice of, or to vote at a
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meeting of shareholders, the record date for determination of such
shareholders shall be at the close of business on the day the first notice is
delivered to shareholders. If no record date is fixed by the board for the
determination of shareholders entitled to receive a distribution, the record
date shall be the date the board authorizes the distribution. With respect to
actions taken in writing without a meeting, the record date shall be the date
the first shareholder signs the consent.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination
shall apply to any adjournment thereof unless the board of directors fixes a
new record date which it must do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.
2.7 Shareholder List. After fixing a record date for a shareholder
meeting, the corporation shall prepare a list of the names of its shareholders
entitled to be given notice of the meeting. The shareholder list must be
available for inspection by any shareholder, beginning on the earlier of 10
days before the meeting for which the list was prepared or 2 business days
after notice of the meeting is given for which the list was prepared and
continuing through the meeting, and any adjournment thereof. The list shall
be available at the corporation's principal office or at a place identified in
the meeting notice in the city where the meeting is to be held.
2.8 Shareholder Quorum and Voting Requirements.
2.8.1 Quorum. Except as otherwise required by the Statutes or the
articles of incorporation, a majority of the outstanding shares of the
corporation, represented by person or by proxy, shall constitute a quorum at
each meeting of the shareholders. If a quorum exists, action on a matter,
other than the election of directors, is approved if the votes cast favoring
the action exceed the votes cast opposing the action, unless the articles of
incorporation or the Statutes require a greater number of affirmative votes.
2.8.2 Voting of Shares. Unless otherwise provided in the articles of
incorporation or these bylaws, each outstanding share, regardless of class, is
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders.
2.9 Quorum and Voting requirements of Voting Groups. If the articles of
incorporation or the Statutes provide for voting by a single voting group on a
matter, action on that matter is taken when voted upon by that voting group.
Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for
that adjourned meeting.
Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to
that matter. Unless the articles of
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<PAGE>
incorporation or the Statutes provide otherwise, a majority of the votes
entitled to be cast on the matter by the voting group constitutes a quorum of
that voting group for action on that matter.
If the articles of incorporation or the Statutes provide for voting by
two or more voting groups on a matter, action on that matter is taken only
when voted upon by each of those voting groups counted separately. Action may
be taken by one voting group on a matter even though no action is taken by
another voting group entitled to vote on the matter.
If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless
the articles of incorporation or the Statutes require a greater number of
affirmative votes.
2.10 Greater Quorum or Voting Requirements. The articles of
incorporation may provide for a greater quorum or voting requirement for
shareholders, or voting groups of shareholders, than is provided for by these
bylaws. An amendment to the articles of incorporation that adds, changes, or
deletes a greater quorum or voting requirement for shareholders must meet the
same quorum requirement and be adopted by the same vote and voting groups
required to take action under the quorum and voting requirement then in effect
or proposed to be adopted, whichever is greater.
2.11 Proxies. At all meetings of shareholders, a shareholder may vote
in person or by proxy which is executed in writing by the shareholder or which
is executed by his duly authorized attorney-in-fact. Such proxy shall be
filed with the Secretary of the corporation or other person authorized to
tabulate votes before or at the time of the meeting. No proxy shall be valid
after 11 months from the date of its execution unless otherwise provided in
the proxy. All proxies are revocable unless they meet specific requirements
of irrevocability set forth in the Statutes. The death or incapacity of a
voter does not invalidate a proxy unless the corporation is put on notice. A
transferee for value who receives shares subject to an irrevocable proxy, can
revoke the proxy if he had no notice of the proxy.
2.12 Corporation's Acceptance of Votes.
2.12.1 If the name signed on a vote, consent, waiver, proxy
appointment, or proxy appointment revocation corresponds to the name of a
shareholder, the corporation, if acting in good faith, is entitled to accept
the vote, consent, waiver, proxy appointment, or proxy appointment revocation
and give it effect as the act of the shareholder.
2.12.2 If the name signed on a vote, consent, waiver, proxy
appointment, or proxy appointment revocation does not correspond to the name
of a shareholder, the corporation, if acting in good faith, is nevertheless
entitled to accept the vote, consent, waiver, proxy appointment, or proxy
appointment revocation and give it effect as the act of the shareholder if:
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<PAGE>
(a) the shareholder is an entity as defined in the Statutes and
the name signed purports to be that of an officer or agent of the entity;
(b) the name signed purports to be that of an administrator,
executor, guardian, or conservator representing the shareholder and, if the
corporation requests, evidence of fiduciary status acceptable to the
corporation has been presented with respect to the vote, consent, waiver,
proxy appointment or proxy appointment revocation;
(c) the name signed purports to be that of a receiver or
trustee in bankruptcy of the shareholder and, if the corporation requests,
evidence of this status acceptable to the corporation has been presented with
respect to the vote, consent, waiver, proxy appointment, or proxy appointment
revocation; or
(d) the name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the shareholder and, if the
corporation requests, evidence acceptable to the corporation of the
signatory's authority to sign for the shareholder has been presented with
respect to the vote, consent, waiver, proxy appointment or proxy appointment
revocation; or
(e) two or more persons are the shareholder as co-tenants or
fiduciaries and the name signed purports to be the name of at least one of the
co-owners and the person signing appears to be acting on behalf of all
co-tenants or fiduciaries.
2.12.3 If shares are registered in the names of two or more
persons, whether fiduciaries, members of a partnership, co-tenants, husband
and wife as community property, voting trustees, persons entitled to vote
under a shareholder voting agreement or otherwise, or if two or more persons
(including proxy holders) have the same fiduciary relationship respecting the
same shares, unless the secretary of the corporation or other officer or agent
entitled to tabulate votes is given written notice to the contrary and is
furnished with a copy of the instrument or order appointing them or creating
the relationship wherein it is so provided, their acts with respect to voting
shall have the following effect:
(a) if only one votes, such act binds all;
(b) if more than one votes, the act of the majority so voting
bind all;
(c) if more than one votes, but the vote is evenly split on any
particular matter, each fraction may vote the securities in question
proportionately.
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If the instrument so filed or the registration of the shares shows that
any tenancy is held in unequal interests, a majority or even split for the
purpose of this Section shall be a majority or even split in interest.
2.12.4 The corporation is entitled to reject a vote, consent,
waiver, proxy appointment or proxy appointment revocation if the secretary or
other officer or agent authorized to tabulate votes, acting in good faith, has
reasonable basis for doubt about the validity of the signature on it or about
the signatory's authority to sign for the shareholder.
2.12.5 The corporation and its officer or agent who accepts or
rejects a vote, consent, waiver, proxy appointment or proxy appointment
revocation in good faith and in accordance with the standards of this Section
are not liable in damages to the shareholder for the consequences of the
acceptance or rejection.
2.12.6 Corporate action based on the acceptance or rejection of a
vote, consent, waiver, proxy appointment or proxy appointment revocation under
this Section is valid unless a court of competent jurisdiction determines
otherwise.
2.13 Action by Shareholders Without a Meeting.
2.13.1 Written Consent. Any action required or permitted to be
taken at a meeting of the shareholders may be taken without a meeting and
without prior notice if one or more consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding shares having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shareholders entitled to vote
with respect to the subject matter thereof were present and voted. Action
taken under this Section has the same effect as action taken at a duly called
and convened meeting of shareholders and may be described as such in any
document.
2.13.2 Post-Consent Notice. Unless the written consents of all
shareholders entitled to vote have been obtained, notice of any shareholder
approval without a meeting shall be given at least ten days before the
consummation of the action authorized by such approval to (i) those
shareholders entitled to vote who did not consent in writing, and (ii) those
shareholders not entitled to vote. Any such notice must be accompanied by the
same material that is required under the Statutes to be sent in a notice of
meeting at which the proposed action would have been submitted to the
shareholders for action.
2.13.3 Effective Date and Revocation of Consents. No action taken
pursuant to this Section shall be effective unless all written consents
necessary to support the action are received by the corporation within a
sixty-day period and not revoked. Such action is effective as of the date the
last written consent is received necessary to effect the action, unless all of
the written consents specify an earlier or later date as the effective date of
the action. Any shareholder giving a written consent pursuant to this Section
may revoke the consent by a signed
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<PAGE>
writing describing the action and stating that the consent is revoked,
provided that such writing is received by the corporation prior to the
effective date of the action.
2.13.4 Unanimous Consent for Election of Directors.
Notwithstanding subsection (a), directors may not be elected by written
consent unless such consent is unanimous by all shares entitled to vote for
the election of directors.
2.14 Voting for Directors. Unless otherwise provided in the
articles of incorporation, every shareholder entitled to vote for the election
of directors has the right to cast, in person or by proxy, all of the votes to
which the shareholder's shares are entitled for as many persons as there are
directors to be elected and for whom election such shareholder has the right
to vote. Directors are elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present.
ARTICLE 3. BOARD OF DIRECTORS
3.1 General Powers. Unless the articles of incorporation have dispensed
with or limited the authority of the board of directors by describing who will
perform some or all of the duties of a board of directors, all corporate
powers shall be exercised by or under the authority, and the business and
affairs of the corporation shall be managed under the direction, of the board
of directors.
3.2 Number, Tenure and Qualification of Directions. The authorized
number of directors shall be two (2); provided, however, that if the
corporation has less than two shareholders entitled to vote for the election
of directors, the board of directors may consist of a number of individuals
equal to or greater than the number of those shareholders. The current number
of directors shall be within the limit specified above, as determined (or as
amended form time to time) by a resolution adopted by either the shareholders
or the directors. Each director shall hold office until the next annual
meeting of shareholders or until the director's earlier death, resignation, or
removal. However, if his term expires, he shall continue to serve until his
successor shall have been elected and qualified, or until there is a decrease
in the number of directors. Directors do not need to be residents of Nevada
or shareholders of the corporation.
3.3 Regular Meetings of the Board of Directors. A regular meeting of
the board of directors shall be held without other notice than this bylaw
immediately after, and at the same place as, the annual meeting of
shareholders, for the purpose of appointing officers and transacting such
other business as may come before the meeting. The board of directors may
provide, by resolution, the time and place for the holding of additional
regular meetings without other notice than such resolution.
3.4 Special Meetings of the Board of Directors. Special meetings of the
board of directors may be called by or at the request of the president or any
director. The person
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<PAGE>
authorized to call special meetings of the board of directors may fix any
place as the place for holding any special meeting of the board of directors.
3.5 Notice of, and Waiver of Notice for, Special Director Meeting.
Unless the articles of incorporation provide for a longer or shorter period,
notice of the date, time, and place of any special director meeting shall be
given at least two days previously thereto either orally or in writing. Any
director may waive notice of any meeting. Except as provided in the next
sentence, the waiver must be in writing and signed by the director entitled to
the notice. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting
for the express purpose of objecting to the transaction of any business and at
the beginning of the meeting (or promptly upon his arrival) objects to holding
the meeting or transacting business at the meeting, and does not thereafter
vote for or assent to action taken at the meeting. Unless required by the
articles of incorporation, neither the business to be transacted at, nor the
purpose of, any special meeting of the board of directors need be specified in
the notice or waiver of notice of such meeting.
3.6 Director Quorum and Voting.
3.6.1 Quorum. A majority of the number of directors prescribed by
resolution shall constitute a quorum for the transaction of business at any
meeting of the board of directors unless the articles of incorporation require
a greater percentage.
Unless the articles of incorporation provide otherwise, any or
all directors may participate in a regular or special meeting by, or conduct
the meeting through the use of, any means of communication by which all
directors participating may simultaneously hear each other during the meeting.
A director participating in a meeting by this means is deemed to be present in
person at the meeting.
A director who is present at a meeting of the board of directors
or a committee of the board of directors when corporate action is taken is
deemed to have assented to the action taken unless: (1) the director objects
at the beginning of the meeting (or promptly upon his arrival) to holding or
transacting business at the meeting and does not thereafter vote for or assent
to any action taken at the meeting; and (2) the director contemporaneously
requests his dissent or abstention as to any specific action be entered in the
minutes of the meeting; or (3) the director causes written notice of his
dissent or abstention as to any specific action be received by the presiding
officer of the meeting before its adjournment or to the corporation
immediately after adjournment of the meeting. The right of dissent or
abstention is not available to a director who votes in favor of the action
taken.
3.7 Director Action Without a Meeting. Any action required or permitted
to be taken by the board of directors at a meeting may be taken without a
meeting if all the directors consent to such action in writing. Action taken
by consent is effective when the last director signs the consent, unless,
prior to such time, any director has revoked a consent by a signed
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writing received by the corporation, or unless the consent specifies a
different effective date. A signed consent has the effect of a meeting vote
and may be described as such in any document.
3.8 Resignation of Directors. A director may resign at any time by
giving a written notice of resignation to the corporation. Such resignation
is effective when the notice is received by the corporation, unless the notice
specifies a later effective date.
3.9 Removal of Directors. The shareholders may remove one or more
directors at a meeting called for that purpose if notice has been given that a
purpose of the meeting is such removal. The removal may be with or without
cause unless the articles of incorporation provide that directors may only be
removed with cause. If a director is elected by a voting group of
shareholders, only the shareholders of that voting group may participate in
the vote to remove him. A director may be removed only if the number of votes
cast to remove him exceeds the number of votes cast not to remove him.
3.10 Board of Director Vacancies. Unless the articles of incorporation
provide otherwise, if a vacancy occurs on the board of directors, including a
vacancy resulting from an increase in the number of directors, the
shareholders may fill the vacancy. During such time that the shareholders
fail or are unable to fill such vacancies then and until the shareholders act:
(a) the board of directors may fill the vacancy; or
(b) if the board of directors remaining in office constitute
fewer than a quorum of the board, they may fill the vacancy by the affirmative
vote of a majority of all the directors remaining in office.
If the vacant office was held by a director elected by a
voting group of shareholders:
(a) if there are one or more directors elected by the same
voting group, only such directors are entitled to vote to fill the vacancy if
it is filled by the directors; and
(b) only the holders of shares of that voting group are
entitled to vote to fill the vacancy if it is filled by the shareholders.
A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.
3.11 Director Compensation. By resolution of the board of directors,
each director may be paid his expenses, if any, of attendance at each meeting
of the board of directors and may be paid a stated salary as director or a
fixed sum for attendance at each meeting of the
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board of directors or both. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
3.12 Director Committees.
3.12.1 Creation of Committees. Unless the article sof
incorporation provide otherwise, the board of directors may create one or more
committees and appoint members of the board of directors to serve on them.
Each committee must have one or more members, who shall serve at the pleasure
of the board of directors.
3.12.2 Selection of Members. The creation of a committee and
appointment of members to it must be approved by the greater of (1) a majority
of all the directors in office when the action is taken or (2) the number of
directors required by the articles of incorporation to take such action.
3.12.3 Required Procedures. Those Sections of this Article 3 which
govern meetings, actions without meetings, notice and waiver of notice, quorum
and voting requirements of the board of directors, apply to committees and
their members.
3.12.4 Authority. Unless limited by the articles of incorporation,
each committee may exercise those aspects of the authority of the board of
directors which the board of directors confers upon such committee in the
resolution creating the committee. Provided, however, a committee may not:
(a) authorize distributions;
(b) approve or propose to shareholders action that the Statutes
require be approved by shareholders;
(c) fill vacancies on the board of directors or on any of its
committees;
(d) amend the articles of incorporation pursuant to the
authority of directors to do so;
(e) adopt, amend or repeal bylaws;
(f) approve a plan of merger not requiring shareholder approval;
(g) authorize or approve reacquisition of shares, except
according to a formula or method prescribed by the board of directors; or
(h) authorize or approve the issuance or sale or contract for
sale of shares or determine the designation and relative rights, preferences
and
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limitations of a class or series of shares, except that the board of directors
may authorize a committee (or an officer) to do so within limits specifically
prescribed by the board of directors.
ARTICLE 4. OFFICERS
4.1 Number of Officers. The officers of the corporation shall be a
president, a secretary and a treasurer, each of whom shall be appointed by the
board of directors. Such other officers and assistant officers as may be
deemed necessary, including any vice presidents, may also be appointed by the
board of directors. If specifically authorized by the board of directors, an
officer may appoint one or more officers or assistant officers. The same
individual may simultaneously hold more than one office in the corporation.
4.2 Appointment and Term of Office. The officers of the corporation
shall be appointed by the board of directors for a term as determined by the
board of directors. If no term is specified, they shall hold office until the
first meeting of the directors held after the next annual meeting of
shareholders. If the appointment of officers shall not be made at such
meeting, such appointment shall be made as soon thereafter as is convenient.
Each officer shall hold office until his successor shall have been duly
appointed and shall have qualified until his death, or until he shall resign
or is removed.
The designation of a specified term does not grant to the officer any
contract rights, and the board may remove the officer at any time prior to the
termination of such term.
4.3 Removal of Officers. Any officer or agent may be removed by the
board of directors at any time, with or without cause. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Appointment of an officer or agent shall not of itself create contract rights.
4.4 Resignation of Officers. Any officer may resign at any time,
subject to any rights or obligations under any existing contracts between the
officers and the corporation, by giving notice to the president or board of
directors. An officer's resignation shall take effect at the time specified
therein, and the acceptance of such resignation shall not be necessary to make
it effective.
4.5 President. Unless the board of directors has designated the
chairman of the board as chief executive officer, the president shall be the
chief executive officer of the corporation and, subject to the control of the
board of directors, shall in general supervise and control all of the business
and affairs of the corporation. Unless there is a chairman of the board, the
president shall, when present, preside at all meetings of the shareholders and
of the board of directors. The president may sign, with the secretary or any
other proper officer of the corporation thereunder authorized by the board of
directors, certificates for shares of the corporation and deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing and execution
thereof
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shall be expressly delegated by the board f directors or by these bylaws to
some other officer or agent of the corporation, or shall be required by law to
be otherwise signed or executed; and in general shall perform all duties
incident to the office of president and such other duties as may be prescribed
by the board of directors from time to time.
4.6 Vice Presidents. If appointed, in the absence of the president or
in the event of his death, inability or refusal to act, the vice president (or
in the event there be more than one vice president, the vice presidents in the
order designate at the time of their election, or in the absence of any
designation, then in the order of their appointment) shall perform the duties
of the president, and when so acting, shall have all the powers of, and be
subject to, all the restrictions upon the president.
4.7 Secretary. The secretary shall: (a) keep the minutes of the
proceedings of the shareholders, the board of directors, and any committees of
the board in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these bylaws or as
required by law; (c) be custodian of the corporate records; (d) when requested
or required, authenticate any records of the corporation; (e) keep a register
of the post office address of each shareholder which shall be furnished to the
secretary by such shareholder; (f) sign with the president, or a vice
president, certificates for shares of the corporation, the issuance of which
shall have been authorized by resolution of the board of directors; (g) have
general charge of the stock transfer books of the corporation; and (h) in
general perform all duties incident to the office of secretary and such other
duties as from time to time may be assigned by the president or by the board
of directors. Assistant secretaries, if any, shall have the same duties and
powers, subject to the supervision of the secretary.
4.8 Treasurer. The treasurer shall: (a) have charge and custody of and
be responsible for all funds and securities of the corporation; (b) receive
and give receipts for monies due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation
in such bank, trust companies, or other depositaries as shall be selected by
the board of directors; and (c) in general perform all of the duties incident
to the office of treasurer and such other duties as from time to time may be
assigned by the president or by the board of directors. If required by the
board of directors, the treasurer shall give a bond for the faithful discharge
of his or her duties in such sum and with such surety or sureties as the board
of directors shall determine. Assistant treasurers, if any, shall have the
same powers and duties, subject to the supervision of the treasurer.
4.9 Salaries. The salaries of the officers shall be fixed from time to
time by the board of directors.
ARTICLE 5. INDEMNIFICATION OF DIRECTORS,
OFFICERS, AGENTS, AND EMPLOYEES
5.1 Indemnification of Directors. Unless otherwise provided in the
articles of incorporation, the corporation shall indemnify any individual made
a party to a proceeding
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<PAGE>
because the individual is or was a director of the corporation, against
liability incurred in the proceeding, but only if such indemnification is both
(i) determined permissible and (ii) authorized, as such are defined in
subsection (a) of this Section 5.1.
5.1.1 Determination of Authorization. The corporation shall not
indemnify a director under this Section unless:
(a) a determination has been made in accordance with the procedures
set forth in the Statutes that the director met the standard of conduct set
forth in subsection (b) below, and
(b) payment has been authorized in accordance with the procedures
set forth in the Statutes based on a conclusion that the expenses are
reasonable, the corporation has the financial ability to make the payment, and
the financial resources of the corporation should be devoted to this use
rather than some other use by the corporation.
5.1.2 Standard of Conduct. The individual shall demonstrate that:
(a) he or she conducted himself in good faith; and
(b) he or she reasonably believed:
(i) in the case of conduct in his official capacity with the
corporation, that his conduct was in its best interests;
(ii) in all other cases, that his conduct was at least not
opposed to its best interests; and
(iii) in the case of any criminal proceeding, he or she had no
reasonable cause to believe his conduct was unlawful.
5.1.3 Indemnification in Derivative Actions Limited. Indemnification
permitted under this Section in connection with a proceeding by or in the
right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.
5.1.4 Limitation on Indemnification. The corporation shall not
indemnify a director under this Section of Article 5:
(a) in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation; or
(b) in connection with any other proceeding charging improper
personal benefit to the director, whether or not involving action in his or
her
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<PAGE>
official capacity, in which he or she was adjudged liable on the basis that
personal benefit was improperly received by the director.
5.2 Advance of Expenses for Directors. If a determination is made
following the procedures of the Statutes, that the director has met the
following requirements, and if an authorization of payment is made following
the procedures and standards set forth in the Statutes, then unless otherwise
provided in the articles of incorporation, the corporation shall pay for or
reimburse the reasonable expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the proceeding, if:
(a) the director furnishes the corporation a written affirmation of
his good faith belief that he has met the standard of conduct described in
this section;
(b) the director furnishes the corporation a written undertaking,
executed personally or on his behalf, to repay the advance if it is ultimately
determined that he did not meet the standard of conduct;
(c) a determination is made that the facts then known to those
making the determination would not preclude indemnification under this Section
or the Statutes.
5.3 Indemnification of Officers, Agents and Employees Who Are Not
Directors. Unless otherwise provided in the articles of incorporation, the
board of directors may indemnify and advance expenses to any officer,
employee, or agent of the corporation, who is not a director of the
corporation, to the same extent as to a director, or to any greater extent
consistent with public policy, as determined by the general or specific
actions of the board of directors.
5.4 Insurance. By action of the board of directors, notwithstanding any
interest of the directors in such action, the corporation may purchase and
maintain insurance on behalf of a person who is or was a director, officer,
employee, fiduciary or agent of the corporation, against any liability
asserted against or incurred by such person in that capacity or arising from
such person's status as a director, officer, employee, fiduciary, or agent,
whether or not the corporation would have the power to indemnify such person
under the applicable provisions of the Statutes.
ARTICLE 6. STOCK
6.1 Issuance of Shares. The issuance or sale by the corporation of any
shares of its authorized capital stock of any class, including treasury
shares, shall be made only upon authorization by the board of directors,
unless otherwise provided by statute. The board of directors may authorize
the issuance of shares for consideration consisting of any tangible or
intangible property or benefit to the corporation, including cash, promissory
notes, services performed, contracts or arrangements for services to be
performed, or other securities of the
-14-
<PAGE>
corporation. Shares shall be issued for such consideration expressed in
dollars as shall be fixed from time to time by the board of directors.
6.2 Certificates for Shares.
6.2.1 Content. Certificates representing shares of the corporation
shall at minimum, state on their face the name of the issuing corporation and
that it is formed under the laws of the State of Nevada; the name of the
person to whom issued; and the number and class of shares and the designation
of the series, if any, the certificate represents; and be in such form as
determined by the board of directors. Such certificates shall be signed
(either manually or by facsimile) by the president or a vice president and by
the secretary or an assistant secretary and may be sealed with a corporate
seal or a facsimile thereof. Each certificate for shares shall be
consecutively numbered or otherwise identified.
6.2.2 Legend as to Class or Series. If the corporation is authorized
to issue different classes of shares or different series within a class, the
designations, relative rights, preferences and limitations applicable to each
class and the variations in rights, preferences and limitations determined for
each series (and the authority of the board of directors to determine
variations for future series) must be summarized on the front or back of each
certificate. Alternatively, each certificate may state conspicuously on its
front or back that the corporation will furnish the shareholder this
information on request in writing and without charge.
6.2.3 Shareholder List. The name and address of the person to whom
the shares represented thereby are issued, with the number of shares and date
of issue, shall be entered on the stock transfer books of the corporation.
6.2.4 Transferring Shares. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have
been surrendered and canceled, except that in cash of a lost, destroyed, or
mutilated certificate, a new one may be issued therefor upon such terms and
indemnity to the corporation as the board of directors may prescribe.
6.3 Shares Without Certificates.
6.3.1 Issuing Shares Without Certificates. Unless the articles of
incorporation provide otherwise, the board of directors may authorize the
issue of some or all the shares of any or all of its classes or series without
certificates. The authorization does not affect shares already represented by
certificates until they are surrendered to the corporation.
6.3.2 Information Statement Required. Within a reasonable time after
the issue or transfer of shares without certificates, the corporation shall
send the shareholder a written statement containing, at a minimum, the
information required by the Statutes.
-15-
<PAGE>
6.4 Registration of the Transfer of Shares. Registration of the
transfer of shares of the corporation shall be made only on the stock transfer
books of the corporation. In order to register a transfer, the record owner
shall surrender the shares to the corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective. Unless the corporation has
established a procedure by which a beneficial owner of shares held by a
nominee is to be recognized by the corporation as the owner, the person in
whose name shares stand in the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.
6.5 Restrictions on Transfer or Registration of Shares. The board of
directors or shareholders may impose restrictions on the transfer or
registration of transfer of shares (including any security convertible into,
or carrying a right to subscribe for or acquire shares). A restriction does
not affect shares issued before the restriction was adopted unless the holders
of the shares are parties to the restriction agreement or voted in favor of or
otherwise consented to the restriction.
A restriction on the transfer or registration of transfer of shares may
be authorized:
(a) to maintain the corporation's status when it is dependent on
the number or identity of its shareholders;
(b) to preserve entitlements, benefits or exemptions under federal
or local laws; and
(c) for any other reasonable purpose.
A restriction on the transfer or registration of transfer of shares may:
(a) obligate the shareholder first to offer the corporation or
other persons (separately, consecutively or simultaneously) an opportunity to
acquire the restricted shares;
(b) obligate the corporation or other persons (separately,
consecutively or simultaneously) to acquire the restricted shares;
(c) require as a condition to such transfer or registration, that
any one or more persons, including the holders of any of its shares, approve
the transfer or registration if the requirement is not manifestly
unreasonable; or
(d) prohibit the transfer or the registration of transfer of the
restricted shares to designated persons or classes of persons, if the
prohibition is not manifestly unreasonable.
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<PAGE>
A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this Section and its existence is noted
conspicuously on the front or back of the certificate or is contained in the
information statement required by this Article 6 with regard to shares issued
without certificates. Unless so noted, a restriction is not enforceable
against a person without knowledge of the restriction.
6.6 Corporation's Acquisition of Shares. The corporation may acquire
its own shares and the shares so acquired constitute authorized but unissued
shares.
If the articles of incorporation prohibit the reissue of acquired shares,
the number of authorized shares is reduced by the number of shares acquired,
effective upon amendment of the articles of incorporation, which amendment may
be adopted by the shareholders or the board of directors without shareholder
action. The articles of amendment must be delivered to the Secretary of State
and must set forth:
(a) the name of the corporation;
(b) the reduction in the number of authorized shares, itemized by
class and series;
(c) the total number of authorized shares, itemized by class and
series, remaining after reduction of the shares; and
(d) a statement that the amendment was adopted by the board of
directors without shareholder action and that shareholder action was not
required.
ARTICLE 7. DISTRIBUTIONS
7.1 Distributions to Shareholders. The board of directors may
authorize, and the corporation may make, distributions to the shareholders of
the corporation subject to any restriction sin the corporation's articles of
incorporation and in the Statutes.
7.2 Unclaimed Distributions. If the corporation has mailed three
successive distributions to a shareholder at the shareholder's address as
shown on the corporation's current record of shareholders and the
distributions have been returned as undeliverable, no further attempt to
deliver distributions to the shareholder need be made until another address
for the shareholder is made known to the corporation, at which time all
distributions accumulated by reason of this Section, except as otherwise
provided by law, be mailed to the shareholder at such other address.
ARTICLE 8. MISCELLANEOUS
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<PAGE>
8.1 Inspection of Records by Shareholders and Directors. A shareholder
or director of a corporation is entitled to inspect and copy, during regular
business hours at the corporation's principal office, any of the records of
the corporation required to be maintained by the corporation under the
Statutes, if such person gives the corporation written notice of the demand at
least five business days before the date on which such a person wishes to
inspect and copy. The scope of such inspection right shall be as provided
under the Statutes.
8.2 Amendments. The corporation's board of directors may amend or
repeal the corporation's bylaws at any time unless:
(a) the articles of incorporation or the Statutes reserve this
power exclusively to the shareholders in whole or part; or
(b) the shareholders in adopting, amending, or repealing a
particular bylaw provide expressly that the board of directors may not amend
or repeal that bylaw; or
(c) the bylaw either establishes, amends, or deletes, a greater
shareholder quorum or voting requirement.
Any amendment which changes the voting or quorum requirement for the
board must meet the same quorum requirement and be adopted by the same vote
and voting groups required to take action under the quorum and voting
requirements then in effect or proposed to be adopted, whichever are greater.
8.3 Fiscal Year. The fiscal year of the corporation shall be
established by the board of directors.
DATED as of this 4th day of April, 2000.
/s/ Oren L. Smith
__________________________________________
Oren L. Smith, Secretary
<Stamped:
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUL 24 1998
No. C-16018-98
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE>
ARTICLES OF MERGER
SONTECH, INC.
These Articles of Merger for SONTECH, INC. are hereby respectively
submitted for filing by the Nevada Secretary of State as required under
Sections 78.458 and 78.461 of the State of Nevada Domestic and Foreign
Corporation Laws and Section 16-10a-1105 of the Utah Revised Business
Corporation Act.
WITNESSETH
WHEREAS, a Merger Agreement was entered into on July 8, 1998 by the following:
Constituent Corporation: SON-TECH., a Utah Corporation
Surviving Corporation: SONTECH, INC., a Nevada Corporation
(Wholly owned Subsidiary of SON-TECH, INC.) and,
WHEREAS, the Merger Agreement was adopted by the Board of Directors of SON-
TECH, INC., Utah Corporation and SONTECH, INC., Nevada Corporation, on July 8,
1998; and,
WHEREAS, approval of the merger Agreement was required by both the
Shareholders of SON-TECH, INC., and SONTECH, INC.. Notice to the Shareholders
was mailed on July 8, 1998, for meetings held on July 22, 1998 for both
corporations.
SON-TECH, INC., a Utah Corporation (Constituent)
-------------------------------------------------
(A) One class of Stock - Common Stock
Authorized 50,000,000 Shares @ ($0.01 par value)
Issued and Outstanding - 18,953,340
Number of Shares represented at meeting -18,185,436
Number of Shares voted for approval - 18,184,586
Number of Shares voted against - 850
SONTECH, INC., Nevada Corporation (Survivor)
----------------------------------------------
(B) Two Classes of Stock.
Common Stock - Authorized 200,000,000 Shares ($0,001 par value)
Issued and outstanding - 1,000 Shares
Preferred Stock - Authorized 50,000,000 (no par value)
Issued and outstanding - None
Number of Shares represented at meeting - 1,000
Number of Shares voted for approval - 1,000
Number of Shares voted against - None
Shareholders unanimously approved Merger Agreement.
WHEREAS, the Boards of Directors of SONTECH, INC. and SON-TECH, INC. have
resolved that SON-TECH, INC. be merged under and pursuant to the laws of the
States of Utah and Nevada into a single corporation existing under the laws of
the State of Nevada, to wit: SONTECH, INC., which shall be the surviving
corporation (the
<PAGE> 1
"Surviving Corporation") in a transaction qualifying as a reorganization
within the meaning of Section 368(a)(1)(F) of the Internal Revenue code of
1986, as amended, and qualifying as an exempt transaction in accordance with
Rules 145(a)(2) and 145(a)(3) to the Securities Act of 1933, as amended.
NOW THEREFORE, in consideration of the premises and the mutual agreements,
provisions and covenants herein contained, the parties hereto hereby agree in
accordance with the laws of the States of Utah and Nevada, and that SON-TECH,
INC. shall be, at the Effective Date (as hereinafter defined), merged
(hereinafter called "Merger") into a single Corporation, and the parties
hereto adopt and agree to the following agreements, terms and conditions
relating to the Merger and the mode of carrying the same into effect.
1. Stockholders' Meetings; Filings; Effects of Merger
1.1. SON-TECH, INC. Stockholders, Meeting. SON-TECH, INC. called a
meeting of its stockholders to be held on July 22, 1998 in accordance with the
laws of the State of Utah, upon due notice mailed on July 8, 1998 to its
stockholders to consider and vote upon, among other matters, adoption of this
Agreement.
1.2. Action by SON-TECH, INC. as Sole Stockholder of SONTECH, INC. On
or before July 22, 1998, SON-TECH, INC., as the sole stockholder of SONTECH,
INC. adopted this Agreement in accordance with the laws of the State of Utah
and Nevada.
1.3. Filing of Certificate of Merger; Effective Date. This Agreement
was adopted by the stockholders of SON-TECH, INC. in accordance with the laws
of the State of Utah, (b) this Agreement was adopted by SON-TECH, INC. as the
sole stockholder of SONTECH, INC. in accordance with the laws of the State of
Utah and Nevada, and (c) this Agreement is not thereafter, and has not
theretofore been, terminated or abandoned as permitted by the provisions
hereof, then the Merger Agreement shall be filed and recorded in accordance
with the laws of the State of Nevada and the State of Utah. Such filings, if
practicable, shall be made on the same day. The Merger shall become effective
at 9:00 A.M. on the calendar day following the day of such filing in Nevada,
which date and time are herein referred to as the "Effective Date."
1.4. Certain Effects of Merger. on the Effective Date, the separate
existence of SON-TECH, INC. shall cease, and SON-TECH, INC. shall be merged
into SONTECH, INC. which, as the Surviving Corporation, shall possess all the
rights, privileges, powers, and franchises, of a public as well as of a
private nature, and be subject to all the restrictions, disabilities, and
duties of SONTECH, INC.; and all and singular, the rights, privileges, powers,
and franchises of SON-TECH, INC. and all property, real, personal, and mixed,
and all debts due to SON-TECH, INC. on whatever account, as well as for stock
subscriptions and all other things in action or belonging to SON-TECH, INC.,
shall be vested in the Surviving Corporation; and all property, rights,
privileges, powers, and franchises, and all and every other interest shall be
thereafter as effectually the property of the Surviving Corporation as they
were
<PAGE> 2
of SON-TECH, INC., and the title to any real estate vested by deed or
otherwise, under the laws of Utah or Nevada or any other jurisdictions, in
SON-TECH, INC. shall not revert or be in any way impaired; but all rights of
creditors and all liens upon any property of SON-TECH, INC. shall be preserved
unimpaired, and all debts, liabilities, and duties of SON-TECH, INC. shall
thenceforth attach to the Surviving Corporation and may be enforced against it
to the same extent as if said debts, liabilities, and duties had been incurred
or contracted by it. At any time, or from time to time, after the Effective
Date, the last acting officers of SONTECH, INC. or the corresponding officers
of the Surviving Corporation, may in the name of SON-TECH, INC., execute and
deliver all such property deeds, assignments, and other instruments and take
or cause to be taken all such further or other action as the Surviving
Corporation may deed necessary or desirable in order to vest, perfect, or
confirm in the Surviving Corporation title to and possession of all SON-TECH,
INC.'s property, right, privileges, powers, franchises, immunities, and
interests and otherwise to carry out the purposes of this Agreement.
2. Name of Surviving Corporation; Certificate of Incorporation; By-Laws
2.1. Name of Surviving Corporation. The name of SONTECH, INC. shall be
the Surviving Corporation, from and after the Effective Date.
2.2. Certificate of Incorporation. The Certificate of Incorporation
of SONTECH, INC. as in effect on the date hereof shall from and after the
Effective Date be, and continue to be, the Certificate of Incorporation of the
Surviving Corporation until changed or amended as provided by law.
2.3. By-Laws. The By-Laws of SONTECH, INC. immediately before the
Effective Date, shall from and after the Effective Date be, and continue to
be, the By-Laws of the Surviving Corporation until amended as provided
therein.
3. Status and Conversion of Securities
The manner and basis of converting the shares of the capital stock of
SON-TECH, INC. and the nature and amount of securities of SONTECH, INC. which
the holders of shares of SONTECH, INC. Common Stock are to receive in exchange
for such shares are as follows:
3.1. SON-TECH. INC. Common Stock. Every two(2) shares of SON-TECH,
INC. Common Stock which shall be issued and outstanding immediately before the
Effective Date shall, by virtue of the Merger and without any action on the
part of the holder thereof, be converted at the Effective Date into one (1)
fully paid share of SONTECH, INC. Common Stock, and outstanding certificates
representing shares of SON-TECH, INC. Common Stock shall thereafter represent
shares of SONTECH, INC. Common Stock. Such certificates may, but need not be,
exchanged by the holders thereof after the merger becomes effective for new
certificates for the appropriate number of shares bearing the name of the
Surviving Corporation.
<PAGE> 3
The exchange of SONTECH, INC. Common Stock for SON-TECH, INC. Common Stock
shall be effectuated pursuant to Rules 145(a)(2) and 145(a)(3) to the
Securities Act of 1933, a amended.
3.2. SONTECH, INC. Common Stock Held by SON-TECH INC. All issued and
outstanding shares of SONTECH, INC. Common Stock held by SON-TECH, INC.
immediately before the Effective Date shall, by virtue of the Merger and at
the Effective Date, cease to exist and certificates representing such shares
shall be canceled and voided.
3.3. Directors and officers Elected for SONTECH, INC. The Directors and
officers for the Surviving Corporation are as follows:
J. Arthur Wright Director/President
Wolfgang Hoehler Director/Vice President
Oren L. Smith Director/Secretary-Treasurer
4. Miscellaneous.
4.1. This Merger Agreement may be terminated and the proposed Merger
abandoned at any time before the Effective Date of the Merger, and whether
before or after approval of this Merger Agreement by the shareholders of SON-
TECH, INC., if the Board of Directors of SON-TECH, INC. or of the Surviving
Corporation duly adopt a resolution abandoning this Merger Agreement.
4.2. For the convenience of the parties hereto and to facilitate the
filing of this Merger Agreement, any number of counterparts hereof may be
executed; and each such counterpart shall be deemed to be an original
instrument.
IN WITNESS WHEREOF, these Articles of merger have been executed by SON-TECH,
INC. and SONTECH, INC..
ATTEST: SON-TECH,INC
/s/ G. O'Brien Garrett By:/s/ David H. Timms
Secretary President
ATTEST: SONTECH, INC.
/s/ G. O'Brien Garrett By:/s/ David H. Timms
Secretary President
<PAGE> 4
STATE OF Utah )
) ss.
COUNTY OF Salt Lake )
On July 22nd, 1998 before me, the undersigned, a Notary Public in and
for said State, personally appeared David H. Timms, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the President of
the corporation that executed the within instrument, SON-TECH, INC. and also
known to me to be the person who executed the within instrument on behalf of
the corporation therein named, and acknowledged to me that such corporation
executed the same.
WITNESS my hand and official seal.
<Stamped:
JOELL B. PSALTO /s/ Joell Psalto
NOTARY PUBLC - STATE of UTAH ---------------------
711 SOUTH STATE STREET Notary Public
SALT LAKE CITY UT 84111 State of Utan
COMM. EXP. 12-18-1999>
My commission expires. 12/18/99
STATE OF Utah )
) ss.
COUNTY OF Salt Lake )
On July 22nd, 1998 before me, the undersigned, a Notary Public in and for
said State, personally appeared David H. Timms, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the President of
the corporation that executed the within instrument, SONTECH, INC., and also
known to me to be the person who executed the within instrument on behalf of
the corporation therein named, and acknowledged to me that such corporation
executed the same.
WITNESS my hand and official seal.
<Stamped:
JOELL B. PSALTO /s/ Joell Psalto
NOTARY PUBLC - STATE of UTAH ---------------------
711 SOUTH STATE STREET Notary Public
SALT LAKE CITY UT 84111 State of Utan
COMM. EXP. 12-18-1999>
My commission expires. 12/18/99
ACQUISITION AGREEMENT
ACQUISITION AGREEMENT (ACQUISITION), dated the 19th day of April, 1999 by
and between SONTECH INC., a Nevada Corporation (hereinafter called "SONTECH")
and TRIUNIFIED HEALTH ENHANCEMENT SYSTEMS, INC., a Wyoming Corporation,
(hereinafter called "TRIUNIFIED").
ACQUISITION
The Acquisition will comprise in general the conveyance by TRIUNIFIED to
SONTECH of all of the assets, liabilities, and all the outstanding shares of
TRIUNIFIED, the issuance by SONTECH to TRIUNIFIED of 5,000,000 shares of
SONTECH's INVESTMENT common stock, as hereinafter set forth, and the
subsequent dissolution of TRIUNIFIED with the concomitant distribution of
SONTECH shares to TRIUNIFIED stockholders. TRIUNIFIED proposes to sell its'
assets and liabilities, and all its outstanding shares for 5,000,000 shares of
SONTECH $0.001 (one tenth cent) par value Investment common stock. TRIUNIFIED
will then effect a distribution of the SONTECH shares to its shareholders in
exchange for their TRIUNIFIED stock through the Escrow Holder Merit Transfer
Company. The Acquisition will then be completed by SONTECH, and TRIUNIFIED
will complete the distribution of the SONTECH shares to its' shareholders,
wind up business, and dissolve. Said shares when issued to be Restricted and
issued for investment purposes only, and my be sold only in compliance with
Regulation D, Rule 144 of the Securities and Exchange Act of 1933, as amended.
The shareholders of TRIUNIFIED would then own investment stock of SONTECH.
SONTECH will change it's name to "TRIUNIFIED HEALTH ENHANCEMENT SYSTEMS, INC",
as required under the Acquisition.
AGREEMENT
In order to consummate the foregoing Acquisition and in consideration of
the promises and of the representations and undertakings herein set forth, the
parties agree as follows:
1. The Acquisition Agreement will involve the Acquisition by SONTECH of
all of the property, assets, good will, name, business, and outstanding Common
Stock Shares of TRIUNIFIED, in exchange solely for Five Million Shares, of
one-tenth cent par value Investment stock of SONTECH and TRIUNIFIED
distributing the shares to the shareholders of TRIUNIFIED, wind up it's
business, and dissolve. SONTECH will change it's name to "TRIUNIFIED HEALTH
ENHANCEMENT SYSTEMS, INC."
2. SONTECH is a corporation duly organized and existing under the laws of
the State of Nevada, with authorized capital stock consisting of 200,000,000
shares of common voting stock with a par value of $0.001 per share. Twelve
Million Two Hundred Twenty Two Thousand Two Hundred Twenty (12,222,220) of
SONTECH common shares will be duly issued and outstanding and Fifty Million
shares of Preferred stock (No Par Value) with no shares issued and
outstanding, on the date of this Agreement.
<PAGE> -1-
3. It is understood by the parties that the balance sheet of SONTECH as
of December 31, 1998, and as shown on the December 31, 1998 Federal Tax
Return, SONTECH warrants that such balance sheets fairly represent the
financial position of SONTECH as of such date.
4. It is understood, and SONTECH hereby represents, that SONTECH has good
and marketable title to all the properties it purports to own by this
agreement as described in the balance sheet as of December 31, 1998, referred
to in paragraph #3 above.
5. It is understood and SONTECH hereby represents, that SONTECH is not a
party to any pending or threatened litigation which might adversely affect the
assets of SONTECH.
6. All taxes which SONTECH is required by law have been or will be duly
paid for all periods up to and including the date on which this agreement is
signed.
7. It is understood, and SONTECH represents that the assets owned by
SONTECH have not, since negotiations commenced between the parties, been
materially or adversely affected as a result of any fire, explosion,
earthquake, flood, drought, windstorm, accident, strike, embargo, confiscation
of vital equipment, materials or inventory, or acts of God.
8. SONTECH has not caused, and will not cause, suffer nor permit prior to
the closing of this Agreement:
(a) Any change in the condition (financial or otherwise) of its
assets, liabilities or business.
(b) Any damage, destruction or loss (whether or not covered by
insurance) adversely affecting the business or any of the properties of
SONTECH or of any item carried on the accounts of SONTECH.
(c) Any declaration, setting aside a payment of any dividend or
other distribution in respect to any of SONTECH"S capital stock, or any direct
or indirect redemption, purchase or other acquisition of any such stock.
(d) Any incresse in the compensation payable or to become payable by
SONTECH to any of its officers, employees, or agents or any bonus payment or
arrangement made with any or to any of them.
(e) Any event or condition of any character adversely affecting the
business or properties of SONTECH. SONTECH has furnished a statement, which is
a true and complete statement of SONTECH'S financial condition and of its
assets and liabilities, and warrants that no liabilities are outstanding which
are not reflected on said balance sheet, excepting liabilities, such as
attorneys', consultants', and accountants' fees and administrative costs
incurred in connection with this transaction.
9. SONTECH shall bear the costs of its own accountants', consultants',
and attorneys' fees, and its own administrative costs which it incurs in
connection with this transaction.
10. Prior to or at the time of the consummation of this transaction,
TRIUNIFIED shall furnish to SONTECH a complete and accurate list of its
shareholders and outstanding securities, certified by the transfer agent as of
the record date for its shareholders meeting held to consider this
transaction.
11. SONTECH hereby warrants that SONTECH stock is listed and quoted in
the inter-dealer quotation services, and that the stock will be listed and
quoted at the time the reorganization is completed and effected.
<PAGE> -2
12. TRIUNIFIED is a corporation duly organized and existing under the
laws of the State of Wyoming with authorized capital stock consisting of
100,000,000 shares of common voting stock with no par value per share. Ten
Million (10,000,000) of TRIUNIFIED'S common shares will be duly issued and
outstanding upon the consummation of the proposed Acquisition Agreement.
13. It is understood by the parties that the balance sheet of TRIUNIFIED
as of April 19, 1999, is unaudited, and TRIUNIFIED warrants that such balance
sheets fairly represents the financial position of TRIUNIFIED as of such date.
14. It is understood, and TRIUNIFIED hereby represents, that TRIUNIFIED
has good and marketable title to all the properties it purports to convey by
this agreement as described in the balance sheet as of April 19, 1999,
referred to in paragraph #3 above.
15. It is understood and TRIUNIFIED represents that TRIUNIFIED is not a
party to any pending or threatened litigation which might adversely affect the
assets of TRIUNIFIED which are to be transferred to SONTECH.
16. All taxes which TRIUNIFIED is required by law to pay in regard to the
assets to be transferred have been or will be duly paid for all periods up to
and including the date on which this agreement is signed.
17. It is understood, and TRIUNIFIED represents, that the assets to be
transferred by TRIUNIFIED have not, since negotiations commenced between the
parties, been materially or adversely affected as a result of any fire,
explosion, earthquake, flood, drought, windstorm, accident, strike, embargo,
confiscationof vital equipment, materials or inventory, or acts of God.
18. TRIUNIFIED has not caused, and will not cause, suffer nor permit
prior to the closing of this Agreement:
(a) Any change in the condition (financial or otherwise) of its
assets, liabilities or business.
(b) Any damage, destruction or loss (whether or not covered by
insurance) adversely affecting the business or any of the properties of
TRIUNIFIED or of any item carried on the accounts of TRIUNIFIED.
(c) Any declaration setting aside a payment of any dividend or other
distribution in respect to any of TRIUNIFIED'S capital stock, or any direct or
indirect redemption, purchase or other acquisition of any such stock.
(d) Any increase in the compensation payable or to become payable by
TRIUNIFIED to any of its officers, employees, or agents, or any bonus payment
or arrangement made with any or to any of them.
(e) Any event or condition of any character adversely affecting the
business or properties of TRIUNIFIED. Prior to the signing of this agreement,
TRIUNIFIED shall furnish a statement, which shall be a true and complete
statement of TRIUNIFIED's financial condition and of its assets and
liabilities, and warrants that no liabilities are outstanding which are not
reflected on said balance sheet, excepting liabilities, such as attorneys' and
accountants' fees and administrative costs incurred in connection with this
transaction.
19. TRIUNIFIED shall bear the costs of its own accountants' and
attorneys' fees, and its own administrative costs which it incurs in
connection with this transaction.
<PAGE> -3
20. Prior to or at the time of the consummation of this transaction,
TRIUNIFIED shall furnish to SONTECH a complete and accurate list of its
shareholders and outstanding securities, certified by the company agent as of
the record date for its shareholders' meeting held to consider this
transaction.
21. In exchange for all of the assets and outstanding common stock of
TRIUNIFIED, SONTECH shall issue to TRIUNIFIED 5,000,000 shares of its
investment common stock, bringing the total of issued and outstanding shares
of SONTECH to not more than 17,222,220 shares, as of April 30, 1999, the date
the Acquisition is completed, at which time the shareholders of TRIUNIFIED
would then own investment common stock of SONTECH. Upon completion of the
Acquisition, TRIUNIFIED shall distribute the SONTECH-issuance of 5,000,000
shares of investment common stock to its shareholders at the rate of one share
of SONTECH for two shares of TRIUNIFIED. No fractional shares shall be issued.
The shares to be issued on April 30, 1999, will be issued by the transfer
agent Merit Transfer Company, to the TRIUNIFIED shareholders, in exchange for
each certificate of TRIUNIFIED submitted, using the same ratio agreed to
above. Each certificate must be signed by the shareholder with a signature
guarantee, by a Bank or Stock Brokerage Firm. There is a charge of $15.00 per
certificate.
22. It is understood by and between all the parties hereto that the
representations made by the parties in negotiations leading up to this
Aqreement and terms of this Agreement are material and that the parties have
entered into this Agreement in reliance on said representations. In the event
SONTECH is held liable for any damage or expense incurred due to SONTECH's
reliance on representations made by TRIUNIFIED, then TRIUNIFIED shall
indemnify and hold harmless SONTECH for any and all such damage fees. In the
event TRIUNIFIED is held liable for any damage or expense incurred due to
TRIUNIFIED's reliance on representations by SONTECH, then SONTECH shall
indemnify and hold harmless TRIUNIFIED for any and all such damage and
expenses including, but not limited to, costs and attorneys' fees.
23. The Acquisition Agreement is made and entered into subject to
approval of the shareholders of SONTECH and of TRIUNIFIED. Each party shall
call a meeting of its shareholders on or before Friday, April 30, 1999, in
order to obtain shareholder ratification of the Acquisition Agreement. If a
favorable vote of the shareholders of each party is received on or before the
April 30, 1999 meetings, then the Acquisition shall be effected on the 30th
day of April, 1999. If the shareholders of either or both parties hereto shall
fail to approve this Acquisition Agreement, the parties shall each bear their
own costs and damages resulting from the resultant failure of the Acquisition.
The above time table and dates my be extended at the request of either party,
by mutual agreement of the parties.
24. At any time prior to the consummation of the Acquisition Agreement on
April 30, 1999, the Board of Directors of any of the parties hereto may, by
formal resolution of the Board, withdraw from the Acquisition Agreement.
Notice of such withdrawal, together with a copy of the resolution, shall be
served upon the other parties to the contract; and in the event any party
exercises its option to withdraw as set forth herein, it is mutually agreed
that neither of the parties shall seek to impose any liability upon the other
as a result of the failure of the Acquisition. Each party will bear its own
costs and damages which my result from a failure of the Acquisition for any
reason whatsoever.
<PAGE> -4-
25. This Acquisition Agreement has been signed by the officers of the
respective parties, and is subject to approval of the respective Boards of
Directors. Such approval shall be by formal resolution, copies of which shall
be exchanged by the parties as soon as such approval is received. The
Agreement is also expressly made subject to compliance with federal and state
laws.
IN WITNESS WHEREOF, the parties hereto executed this Acquisition
Agreement on the day and year first written above.
SONTECH, INC.
a Nevada Corporation
by /s/ David H. Timms
President
TRIUNIFIED HEALTH ENHANCEMENT SYSTEMS, INC.
a Wyoming Corporation
by /s/ Tariq Faridi
President
ACQUISITION AGREEMENT RESCISSION
ACQUISITION AGREEMENT RESCISSION (RESCISSION), dated the 28th Day of January,
2000, by and between SONTECH, INC., a Nevada Corporation (hereinafter called
"SONTECH"), and TRIUNIFIED HEALTH ENHANCEMENT SYSTEMS, INC., a Wyoming
Corporation (Hereinafter called "TRIUNIFIED"), and the subsidiaries of
TRIUNIFIED (Hereafter incorporated under "TRIUNIFIED").
ACQUISITION AGREEMENT - DATED APRIL 19,1999
-------------------------------------------
(The Acquisition Agreement is hereby incorporated as a part of this agreement
as Exhibit "A")
ACQUISITION
------------
The Acquisition will comprise in general the conveyance by TRIUNIFIED to
SONTECH of all of the assets, liabilities, and all the outstanding shares of
TRIUNIFIED, the issuance by SONTECH to TRIUNIFIED of 5,000,000 shares of
SONTECH's INVESTMENT common stock, as hereinafter set forth, and the
subsequent dissolution of TRIUNIFIED with the concomitant distribution of
SONTECH shares to TRIUNIFIED stockholders. TRIUNIFIED proposes to sell its'
assets and liabilities, and all its outstanding shares for 5,000,000 shares of
SONTECH $0.001 (one tenth cent) par value Investment common stock. TRIUNIFIED
will then effect a distribution of the SONTECH shares to its shareholders in
exchange for their TRIUNIFIED stock through the Escrow Holder Merit Transfer
Company. The Acquisition will then be completed by SONTECH, and TRIUNIFIED
will complete the distribution of the SONTECH shares to its' shareholders,
wind up business, and dissolve. Said shares when issued to be Restricted and
issued for investment purposes only, and may be sold only in compliance with
Regulation D, Rule 144 of the Securities and Exchange Act of 1933 ), as
amended. The shareholders of TRIUNIFIED would then own investment stock of
SONTECH. SONTECH will change it's name to "TRIUNIFIED HEALTH ENHANCEMENT
SYSTEMS, INC.", as required under the Acquisition.
Rescission
-----------
In order to rescind the foregoing Acquisition (Exhibit "A") and in
consideration of the promises and of the representations and undertakings
herein set forth, the parties agree as follows:
1. The Acquisition Agreement is hereby rescinded by mutual agreement
of all parties herein, and by resolutions of the Board of Directors of SONTECH
and TRIUNIFIED to be submitted to the Shareholders for their ratification of
the rescission.
2. Any and all properties received by SONTECH under the Acquisition
Agreement are hereby returned to TRIUNIFIED and hereby acknowledged by
TRIUNIFIED as received, and SONTECH waives any claim thereon.
3. Any and all properties received by TRIUNIFIED will be returned to
SONTECH on or before 30 days.
4. Any Shares of SONTECH issued to TRIUNIFIED Shareholders and
Investors will be
<PAGE> 1
exchanged for TRIUNIFIED Shares, and canceled on the Transfer records of
SONTECH.
5. The subsidiaries of TRIUNIFIED were never conveyed to SONTECH as
part of the Assets to be acquired under the Acquisition Agreement, therefore
no reconveyance is required from SONTECH to TRIUNIFIED.
6. Paragraph 24 of the Acquisition Agreement is hereby amended to read
as follows, to relieve both parties from imposing any liabilities upon the
other as a result of the failure and recission of the Acquisition:
24. At any time prior to the completion of the Acquisition
Agreement, any of the parties hereto may withdraw from the
Acquisition Agreement. Notice of such withdrawal, can be verbal or
written and shall be served upon the other parties to the
contract: and in the event any party exercises its option to
withdraw as set forth herein, it is mutually agreed that neither
of the parties shall seek to impose any liability upon the other
as a result of the failure of the Acquisition. Each party will
bear its own costs and damages which may result from a failure of
the Acquisition for any reason whatsoever.
25. This Acquisition Agreement Rescission has been signed by the
officers of the respective parties, and is subject to approval of
the respective Boards of Directors. Such approval shall be by
formal resolution, copies of which shall be exchanged by the
parties as soon as such approval is received. The Rescission is
also expressly made subject to compliance with federal and state
laws.
IN WITNESS WHEREOF, the parties hereto executed this Acquisition
Agreement Rescission on the day and year first written above.
SONTECH, INC.
a Nevada Corporation
by/s/ David H. Timms
President
TRIUNIFIED HEALTH ENHANCEMENT SYSTEMS, INC.
a Wyoming Corporation
Subsidiaries of TRIUNIFIED HEALTHY ENHANCEMENT SYSTEMS, INC.
by/s/ Tariq Faridi
President
<PAGE> 2
TEBBS AND SMITH, P.C.
A Professional Corporation
Business Consultants and Certified Public Accountants
====================================================
May 9, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Dear Sir or Madam:
We have reviewed Part II, Item 3 "Change in and Disagreements with
Accountants on Accounting and Financial Disclosure", of the Form 10-SB for
Sontech, Inc.
We are in agreement with the statements presented therein so far as such
statements pertain to Sontech, Inc.
Sincerely,
/s/ Merrill R. Jensen
Merrill R. Jensen
Tebbs and Smith, P.C.
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