FORM 10
PURSUANT TO SECTION 12(B) 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
INAMCO INTERNATIONAL CORP.
--------------------------
(Exact Name of Registrant Specified in Charter)
Delaware 72-1359595
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(State or other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
801 Montrose Avenue, South Plainfield, New Jersey 07080
-------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code
Securities registered under Section 12(b) of the Exchange Act: Common Stock,
$.01 par value
(Title or Class)
Securities registered under Section 12(g) of the Exchange Act: None
ITEM 1. BUSINESS.
GENERAL
Inamco International Corp. ("Inamco" or the "Company" or the "Registrant")
is a developmental stage company which develops, manufactures and markets
medical diagnostic test kits for health assessment and for research purposes. We
also develop, manufacture and market generic pharmaceuticals, and medical
supplies and medical uniforms for laboratories and hospitals. We generally focus
on markets which we believe offer significant growth potential. In addition to
the internal development of products, we seek to enter growth markets via the
acquisition of synergistic companies, products and assets. We intend to
capitalize on recent health industry and regulatory concerns regarding the
quality control of pharmaceuticals and diagnostic test kits by domestically
manufacturing FDA-compliant products. We additionally intend to capitalize on
recent health industry and regulatory concerns regarding rapidly
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increasing health care costs by manufacturing products for sale at low prices.
Our most recent acquisition was Shoetech, USA, a retail shoe business
located in Queens, New York, in February 2000. We believe that this acquisition
is complimented by the joint venture agreement executed in February 2000 between
us and Hebron Leather Manufacturing and Exports, Ltd. of India ("Hebron
Leather"). Hebron Leather manufactures a line of men's and women's shoes. The
joint venture agreement provides us with the exclusive worldwide marketing
rights for all of Hebron Leather's products, including those products currently
manufactured by Hebron Leather and those products which are yet to be developed.
Through this agreement, we intend to offer a high quality line of medical shoes
for domestic and international distribution. Management believes that the
distribution of medical shoes pursuant to our acquisition of Shoetech, USA will
provide us with revenue during our internal development of our product lines.
In February 2000, we changed our name from "Omni Assets, Inc." to "Inamco
International Corp.," and changed our listing symbol from "OMNA" to "IICO,"
following our purchase of the Inamco International Corp. name in January 2000.
In January 2000, we acquired the equipment assets of Inamco International
Corp., including, but not limited to, stainless steel vats, medical measuring
instruments, medical product inventory and an assortment of tools and equipment
that are needed to test, measure and produce generic drugs and diagnostic test
kits. In addition, we purchased the Inamco International Corp. name.
Unless otherwise indicated, the terms, "the Company," "we," "our" and "us"
as used in this Prospectus includes the Company and its predecessor entity, Omni
Assets, Inc.
Our principal offices are located at 801 Montrose Avenue, South
Plainfield, New Jersey 07080, and our telephone number is (908) 222-9176.
INDUSTRY OVERVIEW
The health care market continues to undergo change, led primarily by
market forces that are demanding greater efficiencies and reduced costs.
Government proposed health care mandates in the
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United States have not occurred and it is unclear whether, and to what extent,
any future government mandate will affect the domestic health care market.
Industry-led changes are expected to continue irrespective of any governmental
efforts toward health care reform. The scope and timing of any further
government-sponsored proposals for health care reform are presently unclear.
The primary trend in the industry is toward cost containment. In 1998,
national health expenditures topped $1.1 trillion, up 5.6 percent from 1997.
National health expenditures are projected to total $2.2 trillion and reach 16.2
percent of the Gross Domestic Product (GDP) by 2008, after stabilizing within a
13.5-13.7 percent band for the period from 1993 through 1998. Growth in health
spending is projected to average 1.8 percentage points above the growth rate of
the GDP for 1998-2008. Factors contributing to the projected acceleration in
growth from the 1993 - 1998 period include an upturn in the private health
insurance underwriting cycle, slower growth in managed care enrollment, a
movement towards less restrictive forms of managed care, and a continued trend
towards increased state and federal regulation of health plans.
Due to the increasing need for cost containment, payors and managed care
organizations have been able to exercise greater influence through managed
treatment and hospitalization patterns, including a shift from reimbursement on
a retrospective basis to prospective limits for patient treatment. Hospitals
have been severely impacted by the resulting cost restraints and are competing
for business and becoming more sophisticated in management and marketing. The
increased use of managed care, centralized purchasing decisions, consolidations
among hospitals and hospital groups, and integration of health care providers,
are all factors contributing to purchasing patterns in the health care system.
Sales of generic pharmaceuticals, in particular, have increased in recent
years. We have identified four reasons for this trend: (i) laws permitting
and/or requiring pharmacists to substitute generics for brand-name drugs; (ii)
pressure from managed care and third party payors to encourage health care
providers and consumers to contain costs; (iii) increased acceptance of generic
drugs by physicians, pharmacists, and consumers; and (iv) an increase in the
number of formerly patented drugs which have become available to off-patent
competition.
SALES AND DISTRIBUTION
We intend to sell our U.S. pharmaceutical products to pharmaceutical
wholesalers, distributors, mass
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merchandising and retail chains, and, to a lesser extent, grocery stores,
hospitals and managed care providers. In response to the general trend of
consolidation among pharmaceutical customers and greater amount of products sold
through wholesalers, we are placing an increased emphasis on marketing our
products directly to managed care organizations, purchasing groups, mass
merchandisers and chain drug stores to gain market share and enhance margins.
Our web site, at www.inamco.com, provides customers with online ordering
capabilities through which customers may review product listings and make online
payments for orders. We also take orders through its toll-free telephone
service.
Our Products
We intend to develop six major product groups: 1) diagnostic test kits; 2)
chemistry and immunoassay reagents; 3) disposable hospital and laboratory
products; 4) hospital and laboratory uniforms and shoes; 5) over-the-counter
("OTC") pharmaceuticals and nutritional supplements; and 6) generic prescription
pharmaceuticals.
Our Strategy
We intend to fill potential markets made available by the shut down of many
generic pharmaceutical manufacturing plants worldwide. We intend to develop
significant contacts through our offices, agents, and employees. An important
element of our long term strategy is to pursue acquisitions that in general will
broaden global reach and/or augment our product portfolios. In this regard we
are currently evaluating and, in some instances actively considering, several
possible acquisition candidates. There can be no assurance that such activities
will result in the consummation of any transaction
Scientific development is important to each of our business segments. Our
research, product development and technical activities in the pharmaceuticals
and diagnostics test kits industry within the U.S. concentrate on the
development of generic equivalents of established branded products as well as
discover creative uses of existing drugs for new treatments. Our research,
product development and technical activities also focus on developing
proprietary drug delivery systems, patent circumvention development (in the
U.S.) and on improving existing delivery systems, fermentation technology and
packaging and manufacturing techniques. In addition to manufacturing, we intend
to provide technical
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services to other companies and we will attempt to develop products as joint
ventures wherever possible. In view of the substantial funds which are generally
required to develop new chemical drug entities, we do not anticipate undertaking
such activities.
COMPETITION
There is intense competition in the markets in which we engage in
business. There are many companies, both public and private, engaged in
diagnostics-related research and development, including a number of well-known
pharmaceutical and chemical companies. Competition is based primarily on product
reliability, customer service and price. Many of these companies have
substantially greater capital resources and have marketing and business
organizations of substantially greater size than we do. Many companies have been
working on immunodiagnostic reagents and products, including some products
believed to be similar to those currently marketed or under development by us,
for a longer period of time than we have. We believe that our primary
competitors in the diagnostics market and hospital/laboratory supplies include
Abbott Laboratories, Sigma Diagnostics, Trace-America, Inc., Meridian
Diagnostics, Inc., INOVA, Sanofi Diagnostics Pasteur, Inc., Diamedix
Corporation, IDEXX and Abaxis, Inc. We believe that our primary competitors in
the generic pharmaceuticals market include Alpharma, Inc., Barr Laboratories,
Inc., and Geneva Pharmaceuticals, Inc. We believe that these major companies
will continue their efforts to develop and market competitive devices, causing
competition to intensify.
PRODUCT LIABILITY
The testing, marketing and sale of clinical diagnostic products, OTC
pharmaceuticals, and generic pharmaceuticals entail an inherent risk of
allegations of product liability, and there can be no assurance that product
liability claims will not be asserted against us. We may incur product liability
due to product failure or improper use of products by the user. Inaccurate
detection may result in the failure to administer necessary therapeutic drugs or
administration of unnecessary and potentially toxic drugs. Even with proper use
of a product, there may be specific instances in which the results obtained from
our test kits could lead a physician to incorrectly predict the appropriate
therapy for a particular patient. We intend to obtain product liability
insurance which, based on our experience and industry practice, we believe to be
adequate for our present operations. No assurance can be given that the amount
of our insurance, once obtained, will be sufficient to fully insure against
claims which may be made against us.
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GOVERNMENT REGULATION
The testing, manufacture, distribution and sale of our products are
subject to regulation by numerous governmental authorities, principally the Food
and Drug Administration ("FDA") and corresponding state and foreign regulatory
agencies.
Diagnostic Test Kits
Our manufacturing, distribution, and marketing of diagnostic test kits are
subject to a number of both domestic and international regulatory controls. In
the United States, our production and marketing activities are subject to
regulation by the United States Food and Drug Administration, under the
authority of the Federal Food Drug, and Cosmetic Act, as amended by the Medical
Device Amendments Act of 1976, The Safe Medical Devices Act of 1990, and The
Medical Device Amendments of 1992 and the FDA Modernization Act of 1997.
These regulations require that we must formally notify the FDA of our
intentions to market in vitro diagnostic devices through a regulatory
submissions process, either the 510(k) process or the Premarket Approval("PMA")
process. When a 510(k) process is used we are required to demonstrate that the
product is "substantially equivalent" to another product in commercial
distribution. We can not proceed with sales of our diagnostic products in the
United States until we receive clearance from the FDA. Currently, the majority
of products that are reviewed by the 510(k) process are cleared within 90 days.
In certain cases we must follow the PMA process which involves a lengthier and
more burdensome process.
We are required to register with the FDA as a device manufacturer and list
our devices. As such, the we are subject to inspection on a routine basis for
compliance with the FDA's Quality System Regulations. These regulations require
that we manufacture our products and maintain our documents in a prescribed
manner with respect to manufacturing, testing, control, and distribution
activities. In addition, we are required to comply with various FDA requirements
for labeling, pursuant to the Medical Device Reporting Act regulations. Finally,
the FDA prohibits an approved device from being marketed for unapproved
applications. We believe we are in conformity with all such regulations.
Manufacturers of medical devices for marketing in the United States are
required to adhere to applicable regulations setting forth detailed current Good
Manufacturing Practices ("cGMP") requirements, which include testing, control
and documentation requirements. Manufacturers must also comply with Medical
Device Reporting ("MDR") requirements that a manufacturer report to the FDA any
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incident in which its product may have caused or contributed to a death or
serious injury, or in which its product malfunctioned and would be likely to
cause or contribute to a death or serious injury upon recurrence. Labeling and
promotional activities are subject to scrutiny by the FDA and, in certain
circumstances, by the Federal Trade Commission. Current FDA enforcement policy
prohibits the marketing of approved medical devices for unapproved uses. We are
subject to routine inspection by the FDA and certain state agencies for
compliance with cGMP requirements, MDR requirements and other applicable
regulations. The FDA has recently finalized changes to the cGMP requirements,
including the addition of design controls, that will likely increase the cost of
compliance. We cannot assure you that we will not incur significant costs to
comply with laws and regulations in the future or that such laws and regulations
will not have a material adverse effect upon our business, financial condition
and results of operation. The use of our products is also affected by the
Clinical Laboratory Improvement Amendments of 1988 ("CLIA") and related federal
and state regulations which provide for regulation of laboratory testing. The
scope of these regulations includes quality control, proficiency testing,
personnel standards and federal inspections. CLIA categorizes tests as "waived,"
"moderately complex" or "highly complex," on the basis of specific criteria.
There can be no assurance that any future amendment of CLIA or the promulgation
of additional regulations impacting laboratory testing would not have a material
adverse effect on our ability to market our products or on our business,
financial condition and results of operations.
Generic Pharmaceuticals
Generic pharmaceuticals are the chemical and therapeutic equivalents of
brand-name drugs. Although typically less expensive, they are required to meet
the same governmental standards as brand-name drugs and most must receive
approval from the appropriate regulatory authority prior to manufacture and
sale. A manufacturer cannot produce or market a generic pharmaceutical until all
relevant patents (and any additional government-mandated market exclusivity
periods) covering the original brand-name product have expired.
In the U.S., the FDA regulatory procedure applicable to our generic
pharmaceutical products depends on whether the branded drug is: (1) the subject
of an approved New Drug Application("NDA") which has been reviewed for both
safety and effectiveness; (2) marketed under an NDA approved for safety only;
(3) marketed without an NDA; or (4) marketed pursuant to over-the-counter
monograph regulations. If the drug to be offered as a generic version of a
branded product is the subject of an NDA approved for both safety and
effectiveness, the generic product must be the subject of an Abbreviated New
Drug
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Application ("ANDA") and be approved by the FDA prior to marketing. Drug
products which are generic copies of the other types of branded products may be
marketed in accordance with either an FDA enforcement policy or the over-the-
counter drug review monograph process and currently are not subject to ANDA
filings and approval prior to market introduction. While management believes
that all of our current pharmaceutical products are legally marketed under the
applicable FDA procedure, our marketing authority is subject to revocation by
the agency. All applications for regulatory approval of generic drug products
subject to ANDA requirements must contain data relating to product formulation,
raw material suppliers, stability, manufacturing, packaging, labeling and
quality control. Those subject to an ANDA under the Drug Price Competition and
Patent Term Restoration Act of 1984 (the "Waxman- Hatch Act") also must contain
bioequivalency data. Each product approval limits manufacturing to a
specifically identified site. Supplemental filings for approval to transfer
products from one manufacturing site to another also require review and
approval.
The Generic Drug Enforcement Act of 1992, which amended the FDC Act, gives
the FDA six ways to penalize anyone that engages in wrongdoing in connection
with the development or submission of an ANDA. The FDA can (1)permanently or
temporarily prohibit alleged wrongdoers from submitting or assisting in the
submission of an ANDA; (2) temporarily deny approval of, or suspend applications
to market, particular generic drugs; (3) suspend the distribution of all drugs
approved or developed pursuant to an invalid ANDA; (4) withdraw approval of an
ANDA; (5) seek civil penalties against the alleged wrongdoer, and (6)
significantly delay the approval of any pending ANDA from the same party. We
have never been the subject of an enforcement action under this or any similar
statute, but there can be no assurance that restrictions or fines will not be
imposed on us in the future.
INTELLECTUAL PROPERTY
We intend to apply for trademark protection wherever suitable for our
product names. We do not maintain any patents. We believe that trademarks and
other proprietary rights are important to our success and our competitive
position. We intend to pursue registrations for all of the trademarks associated
with our key products. We rely on common law trademark rights to protect our
unregistered trademarks. Common law trademark rights do not provide us with the
same level of protection as afforded by a United States federal registration of
a trademark. In addition, common law trademark rights are limited to the
geographic area in which the trademark is actually used. We intend to register
certain of our trademarks
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in foreign jurisdictions where our products are sold or distributed. However,
the protection available in such jurisdictions may not be as extensive as the
protection available to us in the United States.
A large number of individuals and commercial enterprises seek patent
protection for technologies, products and processes in fields related to our
area of product development. To the extent such efforts are successful, we may
be required to obtain licenses in order to accomplish certain of our product
strategies. There can be no assurance that such licenses will be available to us
or available on acceptable terms. Certain filed patents issued to developers of
diagnostic products may have potential applicability to our diagnostic
technology. There can be no assurance that we would prevail if a patent
infringement claim were to be asserted against us.
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ITEM 2. FINANCIAL INFORMATION. SELECTED FINANCIAL DATA
See Item 15. "Financial Statements and Exhibits" for the historical
financial statements of, and other financial information regarding, the Company.
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ITEM 3. PROPERTIES. FACILITIES AND EQUIPMENT
We entered into a ten-year lease with Advanced Diagnostics, Inc., a
Delaware corporation, in February 2000 for our principal executive offices in
South Plainfield, New Jersey, at a total annual rental expense of $132,000. Our
lease provides for the option to purchase the leased premises at anytime during
the term of the lease for a purchase price equal to 8,326,403 shares of our
common stock. Varges George, our Chief Executive Officer, is the sole director
and shareholder of Advanced Diagnostics, Inc. We believe that the terms of the
lease are at least as favorable as those that could have been obtained from an
unrelated third party.
We do not lease any office space other than our executive offices in South
Plainfield, New Jersey.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to beneficial
ownership of the Company's Common Stock as of May 18, 2000 by (i) each executive
officer of the Company, (ii) each director of the Company, (iii) certain key
employees, (iv) all directors, executive officers and key employees of the
Company as a group, and (v) each person known by the Company to be the
beneficial owner of more than five percent of the Common Stock.
<TABLE>
<CAPTION>
Name of Beneficial Owner Amount Beneficially Owned Percent Beneficially Owned
- ------------------------ ------------------------- --------------------------
<S> <C> <C>
Varges George 13,947,487(1) 50.5%
- --------- ------------ -----
All present officers
and directors as a group
(1 person) 13,947,487 50.5%
</TABLE>
- ----------
(1) Includes 12,947,487 shares of common stock held by Inamco Services
Corp., for which Mr. George is the sole shareholder and director.
Does not include 8,326,403 shares of common stock currently being held in
escrow pursuant to the Company's Lease Agreement, dated as of February 1, 2000,
between the Company and Advanced Diagnostics, Inc. The Lease Agreement provides
that the Company shall have the option to purchase the leased premises at any
time during the term of the lease for a total purchase price equal to 8,326,403
shares of common stock of the Company. Mr. George is the sole shareholder and
director of Advanced Diagnostics, Inc.
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ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.
The officers, directors and significant employees of Inamco International Corp.
are as follows:
Name Age Position
- ---- --- --------
Varges George 43 Chief Executive Officer, President, and Director
Dr. Padam C. Bansal 52 Vice President & Director, Pharmaceuticals
Dr. Dharam Couhan 58 Executive Director, Diagnostics
VARGES GEORGE
Varges George has been President, Chief Executive Officer and a Director
of the Company since February 2000. From 1987 to February 2000, Mr. George
served as President and Chief Executive Officer of Inamco Services Corp. (f/k/a
Inamco International Corporation). Mr. George received a Master of Business
Administration degree from the Siddarth Institute of Industry and Administration
of Bombay, India in 1981.
DR. PADAM C. BANSAL
Dr. Bansal has served as Vice President & Director, Pharmaceuticals since
February, 2000. From July 1995 to February 2000, Dr. Bansal served in various
capacities for Inamco Services Corp. (f/k/a Inamco International Corporation).
From 1989 to the present, Dr. Bansal has served as the President of American
Remedies, Inc., a private organization.
DR. DHARAM CHOUHAN
Dr. Chouhan has served as Executive Director, Diagnostics, for the Company
since April 2000. From 1990 toApril 2000, Dr. Chouhan served as President of
Chemipharma Associates, Inc. From 1971 -1990, Dr. Chouhan served in various
capacities at Ortho Diagnostic Systems, Division of Johnson & Johnson, India.
Dr. Chouhan received a PhD in 1970 from Bombay University, and a M..S. in
Chemistry from Madras University in 1963.
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ITEM 6. EXECUTIVE COMPENSATION SUMMARY OF CASH AND OTHER COMPENSATION
SUMMARY COMPENSATION TABLE The following table sets forth all compensation
earned by our Chief Executive Officer (the named executive officer) for services
rendered to us for the last three completed fiscal years.
Name Fiscal Year Cash Compensation Stock Compensation
- ---- ----------- ----------------- ------------------
Varges George 1999 - -
1998 - -
1997 - -
DIRECTORS' COMPENSATION
We do not pay our director for attendance at each meeting of our
directors. However, directors may be reimbursed for certain expenses in
connection with attendance at board and committee meetings.
EMPLOYMENT AGREEMENTS
In February 2000, we entered into an Employment Agreement with Varges
George, our President, Chief Executive Officer and Director, for a term of one
year. In consideration for Mr. George's services under the Employment Agreement,
the Employment Agreement provides for the issuance of 1,000,000 shares of common
stock to Mr. George upon the execution of the Employment Agreement.
CONSULTING AGREEMENTS
In February 2000, we entered into a Consulting Agreement with Royal
Capital Corp., for a term of two years. The Consulting Agreement provides that
Royal Capital shall provide corporate development services to the Company. The
Consulting Agreement further provides for the issuance of 1,000,000 shares of
common stock upon execution of the Consulting Agreement.
In February 2000, we entered into a Consulting Agreement with Isidor D.
Friedenberg, for a term of two years. The Consulting Agreement provides that Mr.
Friedenberg shall provide corporate development services to the Company. The
Consulting Agreement further provides for the issuance of 300,000 shares of
common stock to Mr. Friedenberg upon execution of the Consulting Agreement.
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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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ITEM 8. LEGAL PROCEEDINGS.
We are not a party to any legal proceedings. Like other manufacturers,
distributors and retailers of products that are ingested, we face an inherent
risk of exposure to product liability claims in the event that, among other
things, the use of our products results in an injury. We intend to obtain
product liability coverage and general commercial liability coverage. There can
be no assurance that such insurance will continue to be available at a
reasonable cost, or if available, will be adequate to cover liabilities.
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ITEM 9. MARKET PRICE OF, AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
Our Common Stock is traded on the pink sheets under the symbol IICO. There
is no closing bid information available for our Common Stock during the year
ended December 31, 2000.
Such quotations reflect inter-dealer bids, without retail mark-up,
mark-down or commissions, and may not reflect actual transactions. As of May 17,
2000, the Common Stock was last traded at $0.88. As of May 5, 2000 there were 92
holders of record of our Common Stock. We have not declared or paid any cash
dividends on our Common Stock and we do not intend to declare or pay any cash
dividend in the foreseeable future. The payment of dividends, if any, is within
the discretion of the Board of Directors and will depend on our earnings, if
any, its capital requirements, and financial condition and such other factors as
the Board of Directors may consider.
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ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
On March 16, 2000, a total of 14,386,097 shares of common stock were
issued to Inamco Services Corp. in exchange for equipment assets and our
purchase of the "Inamco International Corp." name. The equipment assets
including, but not limited to, stainless steel vats, medical measuring
instrument and medical product inventory. See "Item 1 - Business"
On March 16, 2000, a total of 1,000,000 shares of common stock were issued
Royal Capital Corp. for services rendered to the Company. See "Item 6 -
Consulting Agreements."
On March 16, 2000, a total of 1,000,000 shares of common stock were issued
to Varges George for services rendered to the Company. See "Item 6 - Employment
Agreements."
On March 16, 2000, a total of 300,000 shares of common stock were issued
to Isidor D. Friedenberg for services rendered to the Company. See "Item 6 -
Consulting Agreements."
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ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Our authorized
capital stock consists of 50,000,000 shares of Common Stock, par value $0.001
per share (the "Common Stock"). As of May 5, 2000, there were issued and
outstanding 27,600,000 shares of Common Stock
COMMON STOCK The holders of Common Stock are entitled to one vote for each
share on all matters submitted to a vote of stockholders and do not have
cumulative voting rights. Accordingly, the holders of a majority of the stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Subject to the preferences that may be applicable to any
then outstanding Preferred Stock, the holders of Common Stock will be entitled
to receive such dividends, if any, as may be declared by the Board from time to
time out of legally available funds. Upon the liquidation, dissolution, or
winding up of the Company, the holders of Common Stock will be entitled to share
ratably in all assets of the Company that are legally available for
distribution, after payment of all debts and other liabilities and subject to
the prior rights of holders of any preferred stock then outstanding. The holders
of Common Stock have no preemptive, subscription, redemption, or conversion
rights.
TRANSFER AGENT AND REGISTRAR The transfer agent and registrar for the Common
Stock is the InterWest Stock Transfer & Trust Company, Salt Lake City, Utah.
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ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-laws provide that directors and officers shall be, and at the discretion
of the Board of Directors, non-officer employees may be, indemnified by the
Company to the fullest extent authorized by Delaware law, as it now exists or
may in the future be amended, against all expenses and liabilities reasonably
incurred in connection with service for or on behalf of the company and further
permits the advancing of expenses incurred in defending claims. This provision
does not alter a director's liability under the Federal securities laws. In
addition, this provision does not affect the availability of equitable remedies,
such as an injunction or recission, for breach of fiduciary duty.
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ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Financial Statements required by this Item 13 are set forth in Item 15. No
supplementary financial information is required.
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ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
In December 1999, our predecessor auditor, A.E. Bell, P.A., was replaced
and Sobel & Co., LLC was engaged as our independent certified public accountant.
The change in accountants was approved by the Board of Directors. Prior reports
of the predecessor auditors did not contain an adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles except for a modification that describes substantial doubt
surrounding our ability to continue as a going concern. During the two most
recent fiscal years and the subsequent interim period, there have not been any
disagreements with the predecessor auditors on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure.
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ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Independent Auditor's Report. Consolidated balance sheets as of
December 31, 1999 and 1998. Independent Auditor's Report dated April 4, 2000.
(b) Exhibits:
Exhibit Number Description
-------------- -----------
3.1 Certificate of Incorporation;
3.2(i) Certificate of Amendment of the Certificate of
Incorporation;
3.2(ii) Second Certificate of Amendment of the Certificate
of Incorporation;
3.3 By-laws;
4.1 Specimen Certificate of the Common Stock;(1)
10.1 Employment Agreement, dated February __ 2000, by and
between Inamco International Corp. and Varges
George;(1)
10.2 Consulting Agreement, dated February __ 2000, by and
between Inamco International Corp. and Royal Capital
Corp;(1)
10.3 Consulting Agreement, dated February __ 2000, by and
between Inamco International Corp. and Isadore
Friedenberg;(1)
10.4 Lease Agreement, dated February __ 2000, by and
between Inamco International Corp. and Advanced
Diagnostics, Inc.;(1)
10.5 Asset Acquisition Agreement, dated January 31, 2000,
by and between Inamco International Corporation and
Omni Assets, Inc.(1)
10.6 Acquisition Agreement, dated February __ 2000, by
and between Inamco International Corp. and Shoetech
USA;(1) and
10.7 Joint Venture Agreement, dated February __ 2000, by
and between Inamco International Corp. and Hebron
Leather Manufacturing and Exports, Ltd.(1)
- ----------
(1) to be filed by amendment
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SIGNATURES Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
INAMCO INTERNATIONAL CORP. Date: May 19, 2000
INAMCO INTERNATIONAL CORP.
By: /s/ Varges George
-------------------------
Varges George
President and Chief Executive Officer
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ITEM 15. FINANCIAL STATEMENTS
SOBEL & CO., L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Board of Directors
Omni Assets, Inc.
South Plainfield, New Jersey
We have audited the accompanying balance sheet of Omni Assets, Inc. (a
development stage company) as of December 31, 1999, and the related statements
of operations, stockholders' deficiency and cash flows for the year ended
December 31, 1999 and for the period from inception (January 17, 1983) to
December 31, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Omni Assets, Inc. (a
development stage company) as of December 31, 1999 and the results of its
operations and its cash flows for the year ended December 31, 1999 and for the
period from inception (January 17, 1983) to December 31, 1999 in conformity with
generally accepted accounting principles.
/s/ Sobel & Co., L.L.C.
Certified Public Accountants
April 4, 2000
-i-
<PAGE>
OMNI ASSETS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
- --------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS:
Cash $ -
OTHER ASSETS:
Deferred tax asset, net of
valuation allowance -
--------
$ -
========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
STOCKHOLDERS' DEFICIENCY:
Common stock, no par value 50,000,000 shares
authorized, 2,287,500 shares issued and
outstanding $ 13,500
Additional paid-in capital -
Deficit accumulated during the development stage (13,500)
--------
$ -
========
================================================================================
The accompanying notes are an integral part of these financial statements.
-ii-
<PAGE>
OMNI ASSETS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
- --------------------------------------------------------------------------------
Year Ended
December January 17, 1983
31, to
1999 December 31, 1999
---------- -----------------
NET SALES $ - $ -
COST OF GOODS SOLD - -
GROSS PROFIT - -
COSTS AND EXPENSES:
Professional services - 13,500
------ ---------
NET LOSS BEFORE PROVISION FOR
INCOME TAXES - (13,500)
PROVISION FOR INCOME TAXES - -
------ --------
NET LOSS $ - $(13,500)
====== ========
================================================================================
The accompanying notes are an integral part of these financial statements.
-iii-
<PAGE>
OMNI ASSETS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Deficit
Accumulated
During the
Common Development
Stock Stage Total
-------------- ------------- --------
<S> <C> <C> <C>
Issuance of shares of common stock
during fiscal year 1983, for
professional services rendered $ 2,000 $ - $ 2,000
Net loss for fiscal year 1983 - (2,000) (2,000)
------- ------ -------
Balance, December 31, 1983 2,000 (2,000) -
Issuance of shares of common
stock during the period ended
December 31, 1997 for cash 11,500 - 11,500
Net loss for period ended
December 31, 1997 - (11,500) (11,500)
Balance, December 31, 1997 13,500 (13,500) -
Net Income (Loss) for Period Ended
December 31, 1998 - - -
------- -------- --------
</TABLE>
================================================================================
The accompanying notes are an integral part of these financial statements.
-iv-
<PAGE>
OMNI ASSETS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' DEFICIENCY
Balance at December 31, 1998 13,500 (13,500) -
Net Income (Loss) for Period Ended
December 31, 1999 - - -
-------- -------- --------
Balance at December 31, 1999 $13,500 $(13,500) $ -
======== ======== ========
================================================================================
The accompanying notes are an integral part of these financial statements.
-v-
<PAGE>
Year Ended January 17, 1983
December 31, to
1999 December 31, 1999
----------- -----------------
CASH FLOWS PROVIDED BY
(USED FOR):
OPERATING ACTIVITIES:
Continuing operations:
Net loss $ - $(13,500)
Noncash items included in
net loss
Stock issued for professional
services rendered - 2,000
------ --------
Net Cash Used for
Operating Activities - (11,500)
------ --------
FINANCING ACTIVITIES:
Proceeds from issuance of stock for
cash - 11,500
------ --------
(DECREASE) INCREASE IN CASH - -
CASH AND CASH EQUIVALENTS:
Beginning of period - -
------ --------
End of period $ - $ -
====== ========
================================================================================
The accompanying notes are an integral part of these financial statements.
-vi-
<PAGE>
OMNI ASSETS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 1 - ORGANIZATION:
Omni Assets, Inc. (the Company), a Delaware Corporation, is currently in the
development stage. At the time of its incorporation, the main purpose of the
Company was to operate as a financial consultant to other companies by assisting
them in management, mergers or acquisitions, and to arrange funding by either
the private sectors or by IPO of securities. During 1999, the Company began
negotiations to purchase the assets of Inamco International Corporation for
shares of the Company's common stock.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting:
The Company's policy is to prepare its financial statements on the accrual basis
of accounting.
Use of Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Company to make estimates and assumptions
that affect (a) the reported amounts of assets and liabilities, (2) disclosure
of contingent assets and liabilities at the date of the financial statements,
and (3) reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Federal Income Taxes:
The Financial Accounting Standards Board issued Statement No. 109, "Accounting
for Income Taxes" (SFAS 109), which provides for the recognition of deferred tax
assets, net of an applicable valuation allowance related to net operating loss
carryforwards and certain temporary differences.
Cash and Cash Equivalents:
Cash equivalents are defined as all highly liquid investments with original
maturities of three months or less.
- --------------------------------------------------------------------------------
-vii- 6
<PAGE>
OMNI ASSETS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 3 - DEVELOPMENT STAGE COMPANY:
The Company is a development stage company as defined in Financial Accounting
Standards Board Statement No. 7. It has yet to commence full-scale operations.
From inception through the date of these financial statements, the Company did
not have any revenues or earnings. At the current time, the Company has no
assets or liabilities.
The future success of the Company is dependent upon obtaining a viable and
successful business opportunity. In addition, management is still seeking
additional investment capital to support its entrance into a new business
venture and to provide the capital needed to operate.
- --------------------------------------------------------------------------------
-viii- 6
<PAGE>
OMNI ASSETS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 4 - INCOME TAXES:
At December 31, 1999, the Company had available net operating loss deductions of
approximately $13,500. A valuation allowance of $13,500 has been recorded.
NOTE 5 - SUBSEQUENT EVENTS:
On January 31, 2000, the Company purchased the assets, including name, of Inamco
International Corporation for 14,386,097 shares of the Company's common stock.
The assets consisted primarily of manufacturing equipment with an appraised fair
market value of approximately $1,300,000 as of December 31, 1999.
The Company also entered into a lease for factory and office space in a facility
located in South Plainfield, New Jersey. The Company has an option to purchase
this 22,000 square foot newly remodeled and refitted manufacturing facility in
exchange for shares of the Company's common stock.
In February 2000, the Company entered into an Employment Agreement with Varges
George, the Company's President, Chief Executive Officer and Director, for a
term of one year. In consideration for Mr. George's services under the
Employment Agreement, the Employment Agreement provides for the issuance of
1,000,000 shares of common stock to Mr. George upon the execution of the
Employment Agreement.
In February 2000, the Company entered into a Consulting Agreement with Royal
Capital Corp., for a term of two years. The Consulting Agreement provides that
Royal Capital shall provide corporate development services to the Company. The
Consulting Agreement further provides for the issuance of 1,000,000 shares of
common stock upon execution of the Consulting Agreement.
In February 2000, the Company entered into a Consulting Agreement with Isidor D.
Friedenberg, for a term of two years. The Consulting Agreement provides that Mr.
Friedenberg shall provide corporate development services to the Company. The
Consulting Agreement further provides for the issuance of 300,000 shares of
common stock to Mr. Friedenberg upon execution of the Consulting Agreement.
- --------------------------------------------------------------------------------
-ix- 6
CERTIFICATE OF INCORPORATION
OF
ONMI ASSETS, INC.
The undersigned, for the purposes of forming a corporation under the laws
of the State of Delaware, do make, file and record this Certificate, and do
certify that:
FIRST: The name of this corporation is OMNI ASSETS, INC.
SECOND: Its Registered Office in the State of Delaware is to be located at
9 East Loockerman Street, in the City of Dover, County of Kent, 19901. The
Registered Agent in charge thereof is National Registered Agents, Inc.
THIRD: The purpose of the corporation is to manufacture pharmaceutical and
drug testing kits and also to engage in any lawful act or activity for which a
corporation may be organized under the General Corporation Law of Delaware.
FOURTH: The amount of the total authorized capital stock of the
corporation is 50,000,000 all of which are of .001 par value and classified as
Common Stock.
FIFTH: The name and mailing address of the incorporator are as follows:
NAME MAILING ADDRESS
Carol Zapelli Silverman, Collura & Chernis, P.C.
381 Park Avenue South, Suite 1601
New York, NY 10016
SIXTH: The duration of the corporation shall be perpetual.
SEVENTH: The personal liability of all of the directors of the corporation
is hereby eliminated to the fullest extent allowed as provided by the Delaware
General Corporation Law, as the same may be supplemented and amended.
EIGHT: The corporation shall, to the fullest extent legally permissible
under the provisions of the Delaware General Corporation Law, as the same may be
amended and supplemented, shall indemnify and hold harmless any and all persons
whom it shall have power to indemnify under said provisions from and against any
and all liabilities (including expenses) imposed upon or reasonably incurred by
him in connection with any action, suit or other proceeding in which he may be
involved or with which he may be threatened, or other matters referred to in or
covered by said provisions both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director or officer of the corporation. Such
indemnification provided shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any Bylaw, Agreement or
Resolutions adopted by the shareholders entitled to vote thereon after notice.
Dated on this 15th day of October, 1999.
/s/ Carol Zappelli
-------------------------------
Carol Zappelli, Incorporator
Silverman, Collura & Chernis, P.C.
381 Park Avenue South, Suite 1601
New York, NY 10016
STATE OF DELAWARE
SECRETARY OF STATE
CERTIFICATE OF AMENDMENT OF CERTIFICATE
OF INCORPORATION BEFORE PAYMENT OF
ANY PART OF THE CAPITAL
OF
OMNI ASSETS, INC.
Omni Assets, Inc. (hereinafter called the "corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify:
1. The name of the corporation is OMNI ASSETS, INC.
2. The corporation has not received any payment for any of its stock.
3. The certificate of incorporation of the corporation is hereby amended
by striking out Article Fourth thereof and by substituting in lieu of said
Article the following new Article Fourth:
"The amount of the total authorized capital stock of the
corporation is 50,000,000 all of which are of .00001 par value and classified as
Common stock.
4. The amendment of the certificate of incorporation of the corporation
herein certified was duly adopted, pursuant to the provisions of Section 241 of
the General Corporation Law of the State of Delaware, by the sole incorporator,
no directors having been named in the certificate of incorporation and no
directors having been elected.
Executed on this 25th day of October, 1999.
/s/ Carol Zappelli
--------------------------------
Sole incorporator
SECOND CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF OMNI ASSETS, INC.
Omni Assets, Inc. (hereinafter called the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify:
1. The name of the corporation is OMNI ASSETS, INC.
2. The Certificate of Incorporation is hereby amended by striking out Article
First thereof and by substituting in lieu of said Article the following
new Article First:
"The name of the corporation is INAMCO INTERNATIONAL CORP."
3. That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed and subscribed this
certificate this ____ day of February, 2000.
--------------------------------------
Varges George, Chief Executive Officer
BY-LAWS OF
INAMCO INTERNATIONAL CORP.
(A Delaware Corporation)
ARTICLE I
Offices
SECTION 1. Principal Office. The principal office of Inamco International
Corp., Inc. (the "Corporation") shall be located at 801 Montrose Avenue, South
Plainfield, N.J. or such other location as may be designated by the Board of
Directors from time to time.
SECTION 2. Registered Office and Agent. The registered office of the
Corporation in the State of Delaware is 9 East Loockerman Street, City of Dover,
County of Kent, 19901. The registered agent shall be National Registered Agents,
Inc. at such address.
SECTION 3. Other Offices. The Corporation may also have an office or
offices other than said principal office at such place or places, either within
or without the State of Delaware, as the Board of Directors shall from time to
time determine or the business of the Corporation may require.
ARTICLE II
Meetings of Stockholders
SECTION 1. Place of Meetings. All meetings of the stockholders for the
election of directors or for any other purpose shall be held at such place as
may be fixed from time to time by the Board of Directors, or at such other
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors.
SECTION 2. Annual Meeting. The annual meeting of the stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting, shall be designated from time
to time by the Board of Directors.
SECTION 3. Special Meetings. Special meetings of the stockholders, unless
otherwise prescribed by statute, may be called at any time by the Board of
Directors or the Chairman of the Board, if one shall have been elected, or the
Vice-Chairman of the Board, if one shall have been elected, or the President.
<PAGE>
SECTION 4. Notice of Meetings. Notice of the place, date and hour of
holding of each annual and special meeting of the stockholders and, unless it is
the annual meeting, the purpose or purposes thereof, shall be given personally
or by mail in a postage prepaid envelope, not less than ten nor more than sixty
days before the date of such meeting, to each stockholder entitled to vote at
such meeting, and, if mailed, it shall be directed to such stockholder at his
address as it appears on the record of stockholders, unless he shall have filed
with the Secretary of the Corporation a written request that notices to him be
mailed at some other address, in which case it shall be directed to him at such
other address. Any such notice for any meeting other than the annual meeting
shall indicate that it is being issued at the direction of the Board of
Directors, the Chairman of the Board, the Vice-Chairman of the Board or the
President, whichever shall have called the meeting. Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy and shall not, prior the conclusion of
such meeting, protest the lack of notice thereof, or who shall, either before or
after the meeting, submit a signed waiver of notice, in person or by proxy.
Unless the Board of Directors shall fix a new record date for an adjourned
meeting, notice of such adjourned meeting need not be given if the time and
place to which the meeting shall be adjourned were announced at the meeting at
which the adjournment is taken.
SECTION 5. Quorum. At all meetings of the stockholders the holders of a
majority of the shares of the Corporation issued and outstanding and entitled to
vote thereat shall be present in person or by proxy to constitute a quorum for
the transaction of business, except as otherwise provided by statute. In the
absence of a quorum, the holders of a majority of the shares of stock present in
person or by proxy and entitled to vote may adjourn the meeting from time to
time. At any such adjourned meeting at which a quorum may be present any
business may be transacted which might have been transacted at the meeting as
originally called.
SECTION 6. Organization. At each meeting of the stockholders, the Chairman
of the Board, if one shall have been elected, shall act as chairman of the
meeting. In the absence of the Chairman of the Board or if one shall not have
been elected, the Vice-Chairman of the Board, or in his absence or if one shall
not have been elected, the President shall act as chairman of the meeting. The
Secretary, or in his absence or inability to act, the person whom the chairman
of the meeting shall appoint secretary of the meeting, shall act as secretary of
the meeting and keep the minutes thereof.
SECTION 7. Order of Business. The order of business at all meetings of the
stockholders shall be determined by the chairman of the meeting.
SECTION 8. Voting. Except as otherwise provided by statute or the
Certificate of Incorporation, each holder of record of shares of stock of the
Corporation having voting power shall be entitled at each meeting of the
stockholders to one vote for each share standing in his name on the record of
stockholders of the Corporation:
(a) on the date fixed pursuant to the provisions of Section 6 of
Article V of these
-2-
<PAGE>
By-Laws as the record date for the determination of the stockholders who
shall be entitled to notice of and to vote at such meeting; or
(b) if no such record date shall have been so fixed, then at the
close of business on the day next preceding the day on which notice
thereof shall be given.
Each stockholder entitled to vote at any meeting of the stockholders may
authorize another person or persons to act for them by a proxy signed by such
stockholder or his attorney-in-fact. Any such proxy shall be delivered to the
secretary of such meeting at or prior to the time designated in the order of
business for so delivering such proxies. Except as otherwise provided by statute
or the Certificate of Incorporation or these By-Laws, any corporate action to be
taken by vote of the stockholders shall be authorized by a majority of the votes
cast at a meeting of stockholders by the holders of shares of stock present in
person or represented by proxy and entitled to vote on such action. Unless
required by statute, or determined by the chairman of the meeting to be
advisable, the vote on any question need not be by ballot. On a vote by ballot,
each ballot shall be signed by the stockholder acting, or by his proxy, if there
be such proxy, and shall state the number of shares voted.
SECTION 9. List of Stockholders. A list of stockholders as of the record
date, certified by the Secretary of the Corporation or by the transfer agent for
the Corporation, shall be produced at any meeting of the stockholders upon the
request of any stockholder made at or prior to such meeting.
SECTION 10. Inspectors. The Board of Directors may, in advance of any
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If any of the inspectors so appointed shall fail to
appear or act or on the request of any stockholder entitled to vote at such
meeting, the chairman of the meeting shall, or if inspectors shall not have been
appointed, the chairman of the meeting may, appoint one or more inspectors. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability. The inspectors
shall determine the number of shares of stock outstanding and the voting power
of each, the number of shares of stock represented at the meeting, the existence
of a quorum, the validity and effect of proxies, and shall receive votes,
ballots or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the results, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. On request of the chairman
of the meeting or any stockholder entitled to vote thereat, the inspector shall
make a report in writing of any challenge, request or matter determined by them
and shall execute a certificate of any fact found by him. No director or
candidate for the office of director shall act as an inspector of an election of
directors. Inspectors need not be stockholders.
SECTION 11. Action by Consent. Whenever stockholders are required or
permitted to take any action by vote, such action may be taken without a meeting
on written consent, setting
-3-
<PAGE>
forth the action so taken signed by the holders of a majority of the outstanding
shares of stock of the Corporation entitled to vote thereon.
ARTICLE III
Board of Directors
SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors. The Board of
Directors may exercise all such authority and powers of the Corporation and do
all such lawful acts and things as are not by statute or the Certificate of
Incorporation directed or required to be exercised or done by the stockholders.
SECTION 2. Number, Qualifications, Election and Term of Office. The number
of directors constituting the Board of Directors shall be determined by the
Board of Directors from time to time. Any decrease in the number of directors
shall be effective at the time of the next succeeding annual meeting of the
stockholders unless there shall be vacancies in the Board of Directors, in which
case such decrease may become effective at any time prior to the next succeeding
annual meeting to the extent of the number of such vacancies. All the directors
shall be at least eighteen years of age. Directors need not be stockholders.
Except as otherwise provided by statute or these By-Laws, the directors (other
than members of the initial Board of Directors) shall be elected at the annual
meeting of the stockholders. At each meeting of the stockholders for the
election of directors at which a quorum is present the persons receiving a
plurality of the votes cast at such election shall be elected. Each director
shall hold office until the next annual meeting of the stockholders and until
his successor shall have been elected and qualified, or until his death, or
until he shall have resigned, or have been removed, as hereinafter provided in
these By-Laws.
SECTION 3. Place of Meetings. Meetings of the Board of Directors shall be
held at the principal office of the Corporation in the State of Delaware or at
such other place, within or without such State, as the Board of Directors may
from time to time determine or as shall be specified in the notice of any such
meeting.
SECTION 4. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of Directors may fix. If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day. Notice
of regular meetings of the Board of Directors need not be given except as
otherwise required by statute or these By-Laws.
SECTION 5. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman, Vice-Chairman, President or by a majority of the
directors.
-4-
<PAGE>
SECTION 6. Notice of Meeting. Notice of each special meeting of the Board
of Directors ( and of each regular meeting for which notice shall be required)
shall be given by the Secretary as hereinafter provided in this Section 6, in
which notice shall be stated the time and place of the meeting. Except as
otherwise required by these By-Laws, such notice need not state the purposes of
such meeting. Notice of each such meeting shall be mailed, postage prepaid, to
each director, addressed to him at his residence or usual place of business, by
first-class mail, at least five days before the day on which such meeting is to
be held, or shall be sent addressed to him at such place by telegraph, cable,
telex, telecopier or other similar means, or be delivered to him personally or
be given to him by telephone, or other similar means, at least forty-eight hours
before the time at which such meeting is to be held. Notice of any such meeting
need not be given to any director who shall, either before or after the meeting,
submit a signed waiver of notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of notice to him.
SECTION 7. Quorum and Manner of Acting. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and, except as otherwise expressly required
by statute or the Certificate of Incorporation or these By-Laws, the act of a
majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board of Directors. In the absence of a quorum at any
meeting of the Board of Directors, a majority of the directors present thereat
may adjourn such meeting to another time and place. Notice of the time and place
of any such adjourned meeting shall be given to the directors unless such time
and place were announced at the meeting at which the adjournment was taken, to
the other directors. At any adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally called. The directors shall act only as a Board and the individual
directors shall have no power as such.
SECTION 8. Organization. At each meeting of the Board of Directors, the
Chairman of the Board, if one shall have been elected, shall act as the Chairman
of the meeting, or if one shall not have been elected, the Vice-Chairman of the
Board, or in his absence, or if one shall not have been elected, the President
(or, in his absence, another director chosen by a majority of the directors
present) shall act as Chairman of the meeting and preside thereat. The Secretary
(or, in his absence, any person -- who shall be an Assistant Secretary, if any
of them shall be present at such meeting -- appointed by the chairman) shall act
as secretary of the meeting and keep the minutes thereof.
SECTION 9. Resignations. Any director of the Corporation may resign at any
time by giving written notice of his resignation to the Board of Directors or
the Chairman of the Board or the Vice-Chairman of the Board or the President or
the Secretary. Any such resignation shall take effect at the time specified
therein or, if the time when it shall become effective shall not be specified
therein, immediately upon its receipt. Unless otherwise specified therein,
immediately upon its receipt. Unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
-5-
<PAGE>
SECTION 10. Vacancies. Subject to any express provision of the Certificate
of Incorporation, any vacancy in the Board of Directors, whether arising from
death, resignation, removal (with or without cause), an increase in the number
of directors or any other cause, may be filled by the vote of a majority of the
directors then in office, though less than a quorum, or by the stockholders at
the next annual meeting thereof or at a special meeting thereof. Each director
so elected shall hold office until the next meeting of the stockholders in which
the election of directors is in the regular order of business and until his
successor shall have been elected and qualified.
SECTION 11. Removal of Directors. Except as otherwise provided by statute,
any director may be removed, either with or without cause, at any time, by the
stockholders at a special meeting thereof. Except as otherwise provided by
statute, any director may be removed for cause by the Board of Directors at a
special meeting thereof.
SECTION 12. Compensation. The Board of Directors shall have authority to
fix the compensation, including fees and reimbursement of expenses, of directors
for services to the Corporation in any capacity.
SECTION 13. Committees. The Board of Directors may, by resolution passed
by a majority of the entire Board of Directors, designate one or more
committees, including an executive committee, each committee to consist of three
or more of the directors of the Corporation. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent member at any meeting of the committee. Except to the extent
restricted by statute or the Certificate of Incorporation, each such committee,
to the extent provided in the resolution creating it, shall have any may
exercise all the authority of the Board of Directors. Each such committee shall
serve at the pleasure of the Board of Directors and have such name as may be
determined from time to time by resolution adopted by the Board of Directors.
Each committee shall keep regular minutes of its meetings and report the same to
the Board of Directors.
SECTION 14. Action by Consent. Unless restricted by the Certificate of
Incorporation, any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board of Directors or such committee consent in writing to the adoption
of a resolution authorizing the action. The resolution and the written consents
thereto by the members of the Board of Directors or such committee shall be
filed with the minutes of the proceedings of the Board of Directors or such
committee.
SECTION 15. Telephonic Meeting. Unless restricted by the Certificate of
Incorporation or by statute, any one or more members of the Board of Directors
or any committee thereof may participate in a meeting of the Board of Directors
or such committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time. Participation by such means shall constitute presence in
-6-
<PAGE>
person at a meeting.
ARTICLE IV
Officers
SECTION 1. Number and Qualifications. The officers of the Corporation
shall be elected by the Board of Directors and shall include the President, one
or more Vice-Presidents, the Secretary, and the Treasurer. If the Board of
Directors wishes, it may also elect as officers of the Corporation a Chairman of
the Board and a Vice-Chairman of the Board and may elect other officers
(including one or more Assistant Treasurers and one or more Assistant
Secretaries, as may be necessary or desirable for the business of the
Corporation. Any two or more offices may be held by the same person, except the
offices of President and Secretary. Each officer shall hold office until the
first meeting of the Board of Directors following the next annual meeting of the
stockholders, and until his successor shall have been elected and shall have
qualified, or until his death, or until he shall have resigned or have been
removed, as hereinafter provided in these By-Laws.
SECTION 2. Resignations. Any officer of the Corporation may resign at any
time by giving written notice of his resignation to the Board of Directors or
the Chairman of the Board or the Vice-Chairman of the Board or the President or
the Secretary. Any such resignation shall take effect at the time specified
therein or, if the time when it shall become effective shall not be specified
therein, immediately upon its receipt. Unless otherwise specified therein, the
acceptance of any such resignation shall not be necessary to make it effective.
SECTION 3. Removal. Any officer of the Corporation may be removed, either
with or without cause, at any time, by the Board of Directors at any meeting
thereof.
SECTION 4. Chairman of the Board. The Chairman of the Board, if one shall
have been elected, and, if present, shall preside at each meeting of the Board
of Directors or the stockholders. He shall perform all duties incident to the
office of Chairman and shall perform such other duties as may from time to time
be assigned to him by the Board of Directors. The Board may, but need not,
designate the Chairman as the chief executive officer of the Corporation, in
which event he shall exercise all those general supervisory functions described
in Section 6 below, and the President will thereupon act as chief operating
officer of the Corporation, subject to the direction of the Chairman and the
Board.
SECTION 5. Vice-Chairman of the Board. The Vice-Chairman of the Board, if
one shall have been elected, shall be a member of the Board, an officer of the
Corporation and, if present, shall preside at each meeting of the Board of
Directors if no Chairman of the Board has been elected or if the Chairman of the
Board is absent, or is unable or refuses to act. He shall advise and counsel the
Chairman of the Board and the President, and, in the President's absence, other
executives of the Corporation, and shall perform such other duties as may from
time to time
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be assigned to him by the Board of Directors.
SECTION 6. The President. Unless the Board shall have designated the
Chairman as the chief executive officer of the Corporation, the President shall
be the chief executive officer of the Corporation and shall have general
supervision over the business of the Corporation, subject, however, to the
control of the Board and the Chairman, if any, and of any duly authorized
committee of directors. The President shall, if present, and in the absence of
the Chairman of the Board and the Vice-Chairman of the Board or if either shall
not have been elected, preside at each meeting of the Board of Directors or the
stockholders. He shall perform all duties incident to the office of President
and such other duties as may from time to time be assigned to him by the Board
of Directors.
SECTION 7. Vice-President. Each Vice-President shall perform all such
duties as from time to time may be assigned to him by the Board of Directors or
the President. At the request of the President or in his absence or in the event
of his inability or refusal to act, the Vice- President, or if there shall be
more than one, the Vice-Presidents in the order determined by the Board of
Directors (or if there be no such determination, then the Vice-Presidents in the
order of their election), shall perform the duties of the President, and, when
so called, shall have the power of and be subject to the restrictions placed
upon the President in respect of the performance of such duties.
SECTION 8. Treasurer. The treasurer shall
(a) have charge and custody of, and be responsible for, all the
funds and securities of the Corporation;
(b) keep full and accurate accounts of receipts and disbursements in
books belonging to the Corporation;
(c) deposit all moneys and other valuables to the credit of the
Corporation in such depositaries as may be designated by the Board of
Directors or pursuant to its direction;
(d) receive, and give receipts for, moneys due and payable to the
Corporation from any source whatsoever;
(e) disburse the funds of the Corporation and supervise the
investments of its funds, taking proper vouchers therefore;
(f) render to the Board of Directors, whenever the Board of
Directors may require, an account of the financial condition of the
Corporation; and
(g) in general, perform all duties incident to the office of the
Treasurer and such other duties as from time to time may be assigned to
him by the Board of Directors.
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SECTION 9. Secretary. The Secretary shall
(a) keep or cause to be kept in one or more books provided for the
purpose, the minutes of all meetings of the Board of Directors, the
committees of the Board of Directors and the stockholders;
(b) see that all notices are duly given in accordance with the
provisions of these By-Laws and as required by law;
(c) be custodian of the records and the seal of the Corporation and
affix and attest the seal to all certificates for shares of stock of the
Corporation (unless the seal of the Corporation on such certificates shall
be a facsimile, as hereinafter provided) and affix and attest the seal to
all other documents to be executed on behalf of the Corporation under its
seal;
(d) see that the books, reports, statements, certificates and other
documents and records required by law to be kept and filed are properly
kept and filed; and
(e) in general, perform all duties incident to the office of the
Secretary and such other duties as from time to time may be assigned to
him by the Board of Directors.
SECTION 10. The Assistant Treasurer. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the Treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties as from time to time may be
assigned by the Board of Directors.
SECTION 11. The Assistant Secretary. The Assistant Secretary, or if there
be more than one, the Assistant Secretaries in the order determined by the Board
of Directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the Secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties as from time to time may be
assigned by the Board of Directors.
SECTION 12. Officers' Bonds or Other Security. If required by the Board of
Directors, any officer of the Corporation shall give a bond or other security
for the faithful performance of his duties, in such amount and with such surety
or sureties as the Board of Directors may require.
SECTION 13. Compensation. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board of Directors. An officer of the Corporation shall not be prevented
from receiving compensation by reason of the
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fact that he is also a director of the Corporation.
ARTICLE V
Stocks, etc.
SECTION 1. Stock Certificates. Each owner of shares of stock of the
Corporation shall be entitled to have a certificate, in such form as shall be
approved by the Board of Directors, certifying the number of shares of stock of
the Corporation owned by him. The certificates representing the stock shall be
signed in the name of the Corporation by the Chairman of the Board or the
Vice-Chairman of the Board or the President or a Vice-President and by the
Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer, and
sealed with the seal of the Corporation (which seal may be a facsimile, engraved
or printed); provided, however, that where any such certificate is countersigned
by a transfer agent, or is registered by a registrar (other than the Corporation
or one of its employees), the signatures of the Chairman of the Board, Vice-
Chairman of the Board, President, Vice-President, Secretary, Assistant
Secretary, Treasurer or Assistant Treasurer upon such certificates may be
facsimiles, engraved or printed. In case any officer who shall have signed any
such certificate shall have ceased to be such officer before such certificate
shall be issued, it may nevertheless be issued by the Corporation with the same
effect as if such officer were still in office at the date of their issue. When
the Corporation is authorized to issue shares of stock of more than one class,
there shall be set forth upon the face or back of the certificate, (or the
certificate shall have a statement that the Corporation will furnish to any
stockholder upon request and without charge) a full statement of the
designation, relative rights, preferences, and limitations of the shares of
stock of each separate class, or of the different shares of stock within each
class, authorized to be issued and, if the Corporation is authorized to issue
any class of preferred stock in series, the designation, relative rights,
preferences and limitations of each such series so far as the same have been
fixed and the authority of the Board of Directors to designate and fix the
relative rights, preferences and limitations of other series.
SECTION 2. Books of Account and Record of Stockholders. There shall be
kept correct and complete books and records of account of all the business and
transactions of the Corporation. There shall also be kept, at the office of the
Corporation, or at the office of its transfer agent, a record containing the
names and addresses of all stockholders of the Corporation, the number of shares
of stock held by each, and the dates when they became the holders of record
thereof.
SECTION 3. Transfer of Stock. Transfers of shares of stock of the
Corporation shall be made on the records of the Corporation only upon
authorization by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary or
with a transfer agent, and on surrender of the certificate or certificates for
such shares of stock properly endorsed or accompanied by a duly executed stock
transfer power and the payment of all taxes thereon. The person in whose name
shares of stock shall stand on the record of stockholders of the Corporation
shall be deemed the owner thereof for all purposes as
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regards the Corporation. Whenever any transfer of stock shall be made for
collateral security and not absolutely and written notice thereof shall be given
to the Secretary or to a transfer agent, such fact shall be noted on the records
of the Corporation.
SECTION 4. Transfer Agents and Registrars. The Board of Directors may
appoint, or authorize any officer or officers to appoint, one or more transfer
agents and one or more registrars and may require all certificates for shares of
stock to bear the signature of any of them.
SECTION 5. Regulations. The Board of Directors may make such additional
rules and regulations, not inconsistent with these By-Laws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
stock of the Corporation.
SECTION 6. Fixing of Record Date. The Board of Directors may fix, in
advance, a date not more than sixty nor less than ten days before the date when
fixed for the holding of any meeting of the stockholders or before the last day
on which the consent or dissent of the stockholders may be effectively expressed
for any purpose without a meeting, as the time as of which the stockholders
entitled to notice of and to vote at such meeting or whose consent or dissent is
required or may be expressed for any purpose, as the case may be, shall be
determined, and all persons who were stockholders of record of voting shares at
such time, and no others, shall be entitled to notice of and to vote at such
meeting or to express their consent or dissent, as the case may be. The Board of
Directors may fix, in advance, a date not more than fifty nor less than ten days
preceding the date fixed for the payment of any dividend or the making of any
distribution or the allotment of rights to subscribe for securities of the
Corporation, or for the delivery of evidences of rights or evidences of
interests arising out of any change, conversion or exchange of stock or other
securities, as the record date for the determination of the stockholders
entitled to receive any such dividend, distribution, allotment, rights or
interests, and in such case only the stockholders of record at the time so fixed
shall be entitled to receive such dividend, distribution, allotment, rights or
interests.
SECTION 7. Lost, Destroyed or Mutilated Certificates. The holder of any
certificate representing stock of the Corporation shall immediately notify the
Corporation of any loss, destruction or mutilation of such certificate, and the
Corporation may issue a new certificate in the place of any certificate
theretofore issued by it which the owner thereof shall allege to have been lost
or destroyed or which shall have been mutilated. The Board of Directors may, in
its discretion, require such owner or his legal representatives to give to the
Corporation a bond in such sum, limited or unlimited, and in such form and with
such surety or sureties as the Board of Directors in its absolute discretion
shall determine, to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss or destruction of any such
certificate, or the issuance of such new certificate.
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ARTICLE VI
Indemnification
The Corporation to the extent permitted by law may provide for
indemnification and advancement of expenses of directors in any civil or
criminal action or proceeding, including one in the right of the Corporation to
procure a judgment in its favor, for acts or decisions made by them in good
faith while performing services for the Corporation. Such indemnification may be
authorized by resolution of the Board of Directors or resolution of the
stockholders.
ARTICLE VII
General Provisions
SECTION 1. Dividends. Subject to statute and the Certificate of
Incorporation, dividends upon the shares of stock of the Corporation may be
declared by the Board of Directors at any regular or special meeting. Dividends
may be paid in cash, in property or in stock of the Corporation, unless
otherwise provided by statute or the Certificate of Incorporation.
SECTION 2. Reserved. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Board of Directors may, from time to time, in its absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation or for such other purpose as the Board of Directors may think
conducive to the interests of the Corporation. The Board of Directors may modify
or abolish any such reserves in the manner in which it was created.
SECTION 3. Fiscal Year. The first fiscal year of the Corporation shall be
fixed, and once fixed, may thereafter be changed, by resolution of the Board of
Directors.
SECTION 4. Checks, Notes, Drafts, Etc. All checks, notes drafts or other
orders for the payment of money of the Corporation shall be signed, endorsed or
accepted in the name of the Corporation by such officer, officers, person or
persons as from time to time may be designated by the Board of Directors to make
such designation.
SECTION 5. Execution of Contracts, Deeds, Etc. The Board of Directors may
authorize any officer or officers, agent or agents, in the name and on behalf of
the Corporation to enter into or execute and deliver any and all deeds, bonds,
mortgages, contracts and other obligations or instruments, and such authority
may be general or confined to specific instances.
SECTION 6. Voting of Stocks in Other Corporations. Unless otherwise
provided by resolution of the Board of Directors, the Chairman of the Board, the
Vice-Chairman of the Board, or the President, from time to time, may (or may
appoint one or more attorneys or agents to) cast the votes which the Corporation
may be entitled to cast as a stockholder or otherwise in any other
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corporation, any of whose stock or securities may be held by the Corporation, at
meetings of the holders of the stock or other securities of such other
corporations, or to consent in writing to any action by any such other
corporation. In the event one or more attorneys or agents are appointed, the
Chairman of the Board, the Vice-Chairman of the Board, or the President may
instruct the person or persons so appointed as to the manner of casting such
votes or giving such consent. The Chairman of the Board, the Vice-Chairman of
the Board, or the President may, or may instruct the attorneys or agents
appointed to, execute or cause to be executed in the name and on behalf of the
Corporation and under its seal or otherwise, such written proxies, consents,
waivers or other instruments as may be necessary or proper in the premises.
ARTICLE VIII
Force and Effect of By-Laws
These By-Laws are subject to the provisions of the Delaware General
Corporation Law and the Corporation's certificate of incorporation, as it may be
amended from time to time. If any provision in these By-Laws is inconsistent
with a provision in that Act or the certificate of incorporation, the provision
of that Act or the certificate of incorporation shall govern. Wherever in these
By-Laws references are made to more than one incorporator, director, or
stockholder, they shall, if this is a sole incorporator, director, stockholder
corporation, be construed to mean the solitary person; and all provisions
dealing with the quantum of majorities or quorums shall be deemed to mean the
action by the one person constituting the Corporation.
ARTICLE IX
Amendments
These By-Laws may be amended or repealed or new By-Laws may be adopted at
an annual or special meeting of stockholders at which a quorum is present or
represented, by the vote of the holders of stock entitled to vote in the
election of directors provided that notice of the proposed amendment or repeal
or adoption of new By-Laws is contained in the notice of such meeting. These
By-Laws may also be amended or repealed or new By-Laws may be adopted by the
Board at any regular or special meeting of the Board of Directors. If any By-Law
regulating an impending election of directors is adopted, amended or repealed by
the Board of Directors, there shall be set forth in the notice of the next
meeting of the stockholders for the election of directors the By-Law so adopted,
amended or repealed, together with a concise statement of the changes made.
By-Laws adopted by the Board of Directors may be amended or repealed by the
stockholders.
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