UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GLINT CORPORATION
(Name of small business issuer in its charter)
Delaware 6770 65-1009134
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation) Classification Code Number) Identification No.)
2247 Palm Beach Lakes Boulevard (ste. 237)
West Palm Beach, FL 33409
telephone (561) 686-3040
(Address and telephone number of principal executive offices)
2247 Palm Beach Lakes Boulevard (ste. 237)
West Palm Beach, FL 33409
(Address of principal place of business
or intended principal place of business)
J. Dapray Muir, Esq.
Ruddy & Muir, LLP
1825 I Street, N.W. (suite 400)
Washington, DC 20006
(202) 835-0055
(Name, address, and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as practicable
after the effective date of this Registration Statement and Prospectus.
CALCULATION OF REGISTRATION FEE
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Title of Each Class Dollar Proposed Max- Proposed Maxi-
of Securities Being Amount to Be imum Offering mum Aggregate Amount of
Registered Registered Price Per Unit Offering Price Registration Fee
---------------------- ------------- -------------- --------------- ----------------
Shares of Common Stock 1,000,000 $.25 $250,000 $264
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The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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Cross Reference Sheet
Showing the Location In Prospectus of Information Required by
Items of Form SB-2
Part I. Information Required in Prospectus
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Item
No. Required Item Location or Caption
----- ------------------------------------ --------------------------------------------
1. Front of Registration Statement and Front of Registration Statement and Outside
Outside Front Cover of Prospectus Front Cover of Prospectus
2. Inside Front and Outside Back Cover Inside Front Cover Page of Prospectus and
Pages of Prospectus Outside Front Cover Page of Prospectus
3. Summary Information and Risk Factors Prospectus Summary; High Risk Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Prospectus Summary-Determination of Offering
Price; High Risk Factors
6. Dilution Dilution
7. Selling Security Holders Not Applicable
8. Plan of Distribution Plan of Distribution
9. Legal Proceedings Litigation
10. Directors, Executive Officer, Promoters and Management
Control Persons
11. Security Ownership of Certain Beneficial Owners Principal Stockholders
and Management
12. Description of Securities Description of Securities
13. Interest of Named Experts and Counsel Legal Opinions; Experts
14. Disclosure of Commission Position on Statement as to Indemnification
Indemnification for Securities Act Liabilities
15. Orgainization Within Last Five Years Management; Certain Transactions
16. Description of Business Proposed Business, Remuneration
17. Management's Discussion and Analysis or Plan Summary Finanical Information - Plan of Plan of
of Operation Operation
18. Description of Property Proposed Business of the Company
19. Certain Relationships and Related Transactions Certain Transactions
20. Market for Common Stock and Related Prospectus Summary, Market for Registrant's
Stockholder Matters Common Stock and Related Stockholders
Matters; Shares Eligible for Future Sale
21. Executive Compensation Renumeration
22. Financial Statements Financial Statements
23. Changes in and Disagreements with Accountants Not Applicable
on Accounting and Financial Disclosure
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PROSPECTUS
1,000,000 Shares
GLINT CORPORATION
Common Stock
Glint Corporation (the "Company") is a "blank check" company, organized
to acquire or merge with one or more operating companies yet to be identified.
We are a development stage company and do not presently have any material assets
or operating business. We have not identified any business for merger or
acquisition, nor have we determined to focus on any particular industry.
See "High Risk Factors" beginning on page 4 for a discussion of certain
factors that you should consider before you invest in the common stock being
sold by this prospectus.
Price Total Proceeds
Per Share Minimum Maximum
--------- --------- ---------
Public price $.25 $25,000 $250,000
Proceeds to the company $.25 $25,000 $250,000
With this prospectus, we are offering to sell 1,000,000 shares of
common stock. The shares are being offered directly by our company; we will not
use an underwriter or securities dealer. Unless 100,000 Shares are sold within
90 days (or 180 days if we elect to extend the offering period), all monies will
be returned to investors. If we sell 100,000 Shares within such period, we will
release 10% of the funds to the company and commence our search for a merger or
acquisition candidate.
This offering is being made in compliance with Rule 419 of Regulation C
under the Securities Act of 1933. Rule 419 requires that the offering proceeds
and the securities to be issued to investors must be placed in a trust or escrow
account until the offering has been reconfirmed in accordance with the
provisions of such Rule. While escrowed, the Shares subject of this prospectus
may not be sold or transferred. Except for 10% of such funds, which amount may
be released to the company when the minimum number of shares have been sold, the
offering proceeds and the securities sold may not be released until a merger or
acquisition meeting the criteria of Rule 419 has been consummated, and the
investors have elected to confirm their investment. So that investors can make a
reasoned election, an amended prospectus will be circulated to all investors
describing the business which we propose to acquire, including audited financial
statements. We will promptly distribute his or her share of the escrowed funds
to any investor who does not confirm his or her investment within the specified
time period. If a sufficient number of investors do not confirm their
investment, we will return all the escrowed funds to the investors pro rata, and
the escrowed Shares will be cancelled. If a merger or acquisition is not
consummated within 18 months of the date of this prospectus, the escrowed funds
will similarly be returned to investors.
Prior to this offering, there has been no public market for our
securities, and we cannot guarantee that a trading market will ever develop.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
Glint Corporation, 2247 Palm Beach Lakes Boulevard (suite 237),
West Palm Beach, Florida 33409
This Prospectus is dated August ___, 2000
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THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND ARE HIGHLY
SPECULATIVE. THEY SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE
THEIR ENTIRE INVESTMENT. SEE "HIGH RISK FACTORS" FOR SPECIAL RISKS CONCERNING
THE COMPANY AND "DILUTION" FOR INFORMATION CONCERNING DILUTION OF THE BOOK VALUE
OF THE INVESTORS' SHARES FROM THE PUBLIC OFFERING PRICE.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS SHALL NOT UNDER ANY CIRCUMSTANCES
CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF; HOWEVER, IN THE EVENT THERE IS ANY CHANGE IN THE
AFFAIRS OF THE COMPANY WHICH MANAGEMENT BELIEVES WOULD BE MATERIAL TO AN
INVESTMENT DECISION, A POST-EFFECTIVE AMENDMENT WILL BE FILED. THE COMPANY
RESERVES THE RIGHT TO REJECT ANY ORDER, IN WHOLE OR IN PART, FOR THE PURCHASE OF
ANY OF THE SHARES OFFERED HEREBY.
PRIOR TO THIS OFFERING THERE HAS BEEN NO PUBLIC MARKET FOR THE
COMPANY'S COMMON STOCK, AND THERE IS NO ASSURANCE THAT SUCH A MARKET WILL
HEREAFTER DEVELOP.
TABLE OF CONTENTS
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SUMMARY 3 CAPITALIZATION 21
Glint Corporation 3 MANAGEMENT 21
The Offering 3 Conflicts of Interest 22
Type of Offering 3 Compensation 22
High Risk Factors 4 Management Control 22
Determination of Offering Price 4 Indemnification of Management 22
Use of Proceeds 4 TRANSACTIONS WITH AFFILIATES
Policy with Respect to Debt 4 AND RELATED POLICIES 22
Management Compensation 5 Initial Stock Transactions 23
Change of Management 5 Loans by Management 23
HIGH RISK FACTORS 5 Participation by Management in Offering 23
SUMMARY FINANCIAL INFORMATION 11 Sales of Stock by Affiliates 23
Management's Plan of Operation 11 No Investment in Companies in Which
PROPOSED BUSINESS OF THE COMPANY 12 Management Has an Interest 23
Plan of Operation 12 Co-Investment by Affiliates 23
Merger or Acquisition 13 Purchase of Shares from Management 24
Evaluation of Merger or Acquisition 14 No Finders' Fees for Management 24
Acquisition Criteria 14 PRINCIPAL STOCKHOLDERS 24
Form of Merger or Acquisition 15 DESCRIPTION OF SECURITIES 24
Dilution and Related Matters 15 Common Stock 24
Leverage 16 Preferred Stock 25
Regulation 16 No Options or Warrants 25
Employees 16 Future Financing 25
Offices and Other Facilities 16 Reports to Stockholders 25
THE OFFERING 16 Dividends 25
INVESTORS' RIGHTS WITH RESPECT Stock Registration and Transfer 26
TO ACQUISITION OR MERGER 17 MARKET FOR THE COMPANY'S
Deposit of Offering Proceeds and Securities 17 COMMON STOCK 26
Stock Certificates in Escrow; PLAN OF DISTRIBUTION 26
Limitations on Transfer 18 How to Subscribe 27
Post-Effective Amendment 18 LITIGATION 27
Confirmation Requirement 18 LEGAL OPINIONS 27
Release of Shares and Deposited Funds 19 EXPERTS 27
DILUTION 19 ADDITIONAL INFORMATION 27
USE OF PROCEEDS 20 FINANCIAL STATEMENTS 28
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SUMMARY
This summary highlights some of the information contained in this
prospectus, and may not reflect information which would be important to you. To
understand this offering fully, you should read the entire prospectus carefully,
including the High Risk Factors and the financial statements.
Glint Corporation
This company has been organized to acquire or merge with one or more
other companies. We do not have any business at present, and do not intend to
commence any business on our own. Our sole purpose is to identify a suitable
acquisition or merger candidate and effect a merger or acquisition of such
business. We are a development stage company and do not have a specific business
plan or purpose other than to effect such a merger or acquisition. Since
incorporation, our activities have been limited to the sale of shares in
connection with the company's organization and preparation of a registration
statement and prospectus for its initial public offering.
We believe that there are a number of companies which would be
interested in being acquired by or merging with a company like ours, which has
nominal liabilities and is flexible with respect to structure. No such business
has yet been identified, however, and no discussions have taken place with
respect to acquiring any business or company.
Our company is not an "investment company". We do not intend to engage
in the business of investing, reinvesting or trading in securities, and we do
not intend to register under the Investment Company Act of 1940. We do not
intend to engage in any substantive commercial business following the offering,
except as a result of our acquisition of or merger with an active business.
We maintain our office at Suite 237, 2247 Palm Beach Lakes Boulevard,
West Palm Beach, Florida 33409. Our telephone number is (561) 686-3040.
The Offering
Securities offered 1,000,000 Shares of common stock, par value $.001 per share
Offering price $.25 per Share
Offering period 90 days, but we may extend such period for up to an
additional 90 days
Minimum offering If 100,000 shares are not sold during the offering period,
all funds will be returned to investors. If more than
100,000 shares are sold, we will proceed with our program
notwithstanding fewer than 1,000,000 Shares are sold.
Common stock
now outstanding 5,000,000 shares
Common Stock to
be outstanding
after the offering Minimum: 5,100,000 shares
Maximum: 6,000,000 shares
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Type of Offering We are a blank check company, and consequently investors
have certain rights and protections under Rule 419 under the
Securities Act of 1933. Under that rule, the Shares
purchased by investors and most of the funds received in the
offering will be deposited in a trust or escrow account
until a qualified merger or acquisition is completed. Before
effecting such a merger or acquisition, and before releasing
the escrowed funds or Shares, we will provide investors with
an updated prospectus containing information about the
business to be acquired, including financial statements, and
offer investors the opportunity to reconfirm their
investments or receive back their share of the escrowed
funds. Investors will have 45 business days from the date of
such prospectus to confirm their investment in the company
and remain an investor. Any investor who does not confirm
his or her investment within such time period will have his
or her share of the escrowed funds returned and his or her
stock cancelled. If we do not complete a qualified merger or
acquisition within 18 months of the date of this prospectus,
the escrowed funds will be returned to investors. If the
offering period is extended to its limit (six months), the
company will have only 12 months in which to consummate a
merger or acquisition.
High Risk Factors Investment in the Shares offered by this prospectus are
highly speculative and involve a high degree of risk. An
investment should be purchased only by persons who can
afford to lose their entire investment. See "High Risk
Factors" for special risks concerning the company and
"Dilution" for information concerning dilution of the book
value of the Shares sold in the public offering.
Determination of
Offering Price The Shares' offering price has been arbitrarily determined
by the company. It bears no relation to the company's
assets, book value, or any other customary investment
criteria, including the company's prior operating history.
Use of Proceeds 10% of the funds deposited in the trust or escrow account
will be released to the company as soon as the minimum
number of Shares have been subscribed for, and before
investors know anything about a prospective acquisition or
have confirmed their investment. These funds will be used to
defray the company's expenses incident to this offering and
negotiation of a merger or acquisition. The funds remaining
in escrow (net of any dealer commissions and refunds to
withdrawing investors) will be released to the company only
after we have effected a merger or acquisition. Until such
time, the escrowed funds will be held in an interest bearing
bank account by LM Capital Securities, Inc., as trustee. If
and when such funds are released to the company, they will
be retained for or transferred to the business being
acquired and used for its purposes; such funds will not be
used to acquire a business.
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Policy with
Respect to Debt We do not intend to borrow monies in connection with any
merger or acquisition, but we reserve the right to do so if
it appears advantageous. The company's president has agreed
to advance up to $70,000 to the company if and as required
for organizational and professional fees.
Management
Compensation We are not accruing compensation for management, and will
not do so until a merger or acquisition has been
consummated.
Change of
Management It is expected that new management will be installed in
connection with any merger or acquisition, and we cannot say
what policies that management might adopt with respect to
compensation.
HIGH RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH
DEGREE OF RISK. AN INVESTMENT SHOULD BE MADE ONLY BY PERSONS WHO CAN AFFORD TO
LOSE THEIR ENTIRE INVESTMENT. IN ADDITION TO THE DILUTION DESCRIBED ELSEWHERE IN
THIS PROSPECTUS, INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING:
Development Stage Company; No Business of Its Own
Our company was incorporated in April 2000, and we have had no operations
to date. The company was formed to acquire or merge with one or more other
businesses, and does not propose to operate on its own. We face all the
risks associated with any new business. Accordingly, an investment in the
company should be considered an extremely high risk investment.
Limited Capitalization
As of June 30, 2000, the company had assets of $5,000 and $5,120 of
liabilities. Cash on hand amounted to $5,000. While no salaries will be
paid until after a merger or acquisition has been consummated, the company
will incur substantial costs for legal and accounting fees in connection
with the preparation of its registration statement and post effective
amendment, evaluation of prospective candidates and related due diligence
investigations, and the negotiation and documentation of a merger or
acquisition agreement. Unlike most offerings, the net proceeds from sale of
the Shares described in this prospectus will be placed in a trust account,
with only 10% of such proceeds being available to the company for current
operations. It is possible that the company will have trouble completing a
merger or acquisition due to a lack of sufficient funds, and may be obliged
to seek additional financing. Such financing could involve the issuance of
debt or equity securities. We cannot give any assurance that such funds
would be available if needed, or that they would be available on terms
acceptable to the company. Lack of funds could also affect the company's
ability to interest prospective candidates for merger or acquisition.
Lack of Experience in Acquisitions
Our management has limited experience in mergers and acquisitions, and will
be obliged to rely on consultants and finders to identify an appropriate
business and negotiate suitable terms. We believe that, with the assistance
of our counsel and others, management will be able to implement the
company's plan. There is no assurance that we will be successful in finding
a suitable merger or
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acquisition candidate, however, or that we will be able to negotiate a
merger or acquisition on suitable terms. Nor can there be any assurance
that a business acquired will be successful or result in revenue or profit
to the company.
Neither Business nor Industry Yet Identified
As of the date of this prospectus, we have not yet begun to seek a business
for merger or acquisition, nor have we determined upon any specific
industry in which to seek a merger or acquisition candidate. Business risks
cannot, therefore, be identified at this time. At such time as we have
entered into an agreement with a particular business, we will distribute an
amended prospectus to our investors giving information about the
prospective business. There can be no assurance we will be successful in
finding a suitable business or that we will be successful in negotiating a
merger or acquisition on acceptable terms. At such time as we have entered
into a contract for a merger or acquisition, investors will receive
information about such business and have an opportunity to confirm or
withdraw their investment in the company. If the offering period is
extended to its limit (6 months), we will have only 12 months in which to
consummate a merger or acquisition.
Escrow Pending Merger or Acquisition
The proceeds of this offering, net of broker-dealer commissions and
allowances, will be placed in a trust account until the minimum number of
shares have been sold. At that time, 10% of the remaining proceeds will be
released to the company for use in identifying a merger or acquisition
candidate, effecting a merger or acquisition, and amending our registration
statement filed with the Securities and Exchange Commission. The balance
will be retained in such escrow account until a merger of acquisition has
been consummated. Pending identification of a potential merger or
acquisition, dissemination of information about the business to be
acquired, and circulation of an amended prospectus and refunds offer,
investors will not have access to the monies which they have invested.
There is no commitment by any other person to purchase all or any portion
of the Shares offered hereby, and consequently there is no assurance that
the minimum number (100,000) of Shares will be sold. If the minimum number
are not sold, investors will be entitled to return of their investment, net
of any commissions or allowances paid to broker-dealers, but they will not
have access to their funds while they are in trust.
Limited Refund if Dissatisfied with Business to Be Acquired
In the event an investor is not satisfied with the business to be acquired,
he or she will be entitled only to his or her share of the funds remaining
in trust, after deduction of the 10% to be released to the company for
expenses, and after commissions and allowances to broker-dealers, if any.
Accordingly, investors who elect not to confirm their investment in the
company will not receive all but rather only approximately 90% of their
investment.
Escrowed Shares not Available to Investors
The Shares and all certificates representing the Shares will be held in
trust pending consummation of a merger or acquisition. While such Shares
are in trust, investors will not be allowed to sell or otherwise transfer
them except by will or the laws of descent and distribution, or pursuant to
a court order in certain divorce proceedings (a "qualified domestic
relations order" as defined in the Internal Revenue Code or ERISA). Rule
15g-8 under the Securities Exchange Act of 1934 makes it unlawful to sell
or offer to sell any securities, or any interest in securities, held in a
Rule 419 trust or escrow
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account except in accordance with the two exceptions described above.
Therefore, any and all contracts for sale to be satisfied by delivery of
the Shares held in trust or escrow (such as contracts for sale when, as,
and if issued) and sales of derivative securities to be settled by delivery
of such securities are prohibited. It is further prohibited to sell any
interest in the Shares held in rust or escrow (or any derivative
securities), whether or not physical delivery is required. If an investor
does not confirm his or her investment, such Shares will be returned to the
company.
No Access to Investors' Funds While Held In Trust
Investors will not have access to their funds while they are held in the
trust. Investors will be offered return of their pro rata portion of the
escrowed funds if we fail to sell the minimum number of shares within the
offering period. The company will have 18 months in which to identify a
suitable business and effect a merger or acquisition; and such funds will
be returned if they do not timely reconfirm their investment after
receiving information about a business to be acquired. If we fail to
identify a suitable merger or acquisition candidate during such period,
investors could be obliged to wait up to 18 months to receive their portion
of the escrowed funds. Refunds will include an investor's share of any
interest allocable to his or her share of the escrowed funds.
Failure of Sufficient Number of Investors to Reconfirm Investment
As pointed out above, investors will be given an opportunity to withdraw
their investment after a contract has been negotiated with a business we
propose to acquire or with which we propose to merge. Unless a sufficient
number of investors confirm their investment within the required 45 day
period, we may not be able to consummate such merger or acquisition due to
lack of sufficient funds. It is anticipated that confirmations by investors
representing approximately 80% of this offering would be required. If a
sufficient number of investors do not reconfirm their investment, the
merger or acquisition will not be consummated, and the escrowed funds will
be returned to the investors.
No Assurance of a Public Market
There is no present market for the company's stock and investors will not
in any event be able to sell their Shares until after their release from
escrow. After termination of the trust or escrow, the development of an
active trading market for the company's stock will depend on the business
acquired. To date, we have not taken any steps to interest a broker-dealer
in acting as a market maker for the company's stock, nor have there been
any discussions with any broker-dealer with respect to making a market in
the company's stock in the future. We do not intend to seek a market maker
until after we have identified a candidate for merger or acquisition, and
filed an amendment to the company's registration statement. It is possible
that such discussions will be deferred for negotiation by management of the
company acquired. There can be no assurance that the company will meet
listing requirements after such merger or acquisition, nor can there be any
assurance that an active market will develop even if the company does meet
such requirements.
Competition for Merger and Acquisition Opportunities
We will be competing with a wide range of entities seeking acquisitions,
including leveraged buy- out companies, investment banks, private
investors, corporations interested in expansion, and venture capital
companies. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than the
company, which will therefore be at a
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competitive disadvantage in identifying suitable merger or acquisition
candidates and successfully consummating a proposed merger or acquisition.
We will also be competing with a large number of other small, blank check
companies.
Conflicts of Interest with Respect to Acquisition Opportunities
The company's officers and directors are engaged in business activities
outside of the company, and are or may become, in their individual
capacities, officers, directors, controlling stockholders and/or partners
of other entities engaged in a variety of businesses. There may exist
potential conflicts of interest including, among other things, the
allocation of time and effort between the company and such other
businesses, and the evaluation and allocation of merger and acquisition
opportunities. The amount of time they will devote to the company's
business will be limited, amounting to only about five to 20 hours each per
month. Conflicts with other blank check companies with which members of
management may become affiliated in the future may arise in the pursuit of
mergers and acquisitions. The company's officers and directors are not
currently involved in other blank check companies, but anticipate becoming
so involved in the future, including involvement as organizers, officers
and directors. A conflict of interest could result if and when an officer
of director of the company becomes an officer or director of another
company, especially another blank check company. There is presently no
requirement contained in the company's Certificate of Incorporation, bylaws
or minutes which requires that officers and directors disclose merger and
acquisition opportunities of which they become aware. The company's
officers and directors do, however, have a fiduciary duty to disclose to
the company any opportunities which come to their attention in their
capacity as an officer and/or director of the company.
Possible Disadvantages of Blank Check Offering
In making an investment in the company, investors should recognize that
they may be doing so under terms which may ultimately be less favorable
than making an investment directly in a company with a specific business.
Such disadvantages include the investor's lack of control over the terms of
acquisition, the delay in identifying the candidate, dilution, and the
costs of organizing our company and registering its stock.
Anticipated Change in Control and Management
Our president presently owns all of the company's outstanding stock, and if
all the Shares offered hereby are sold, she will still own more than 80%,
and will continue to control the company and be able to elect all the
directors to the board. In connection with any merger or acquisition, we
will be required to issue a substantial number of additional shares to the
business being acquired or to its owners, and it is likely that such shares
will constitute a majority of our then issued and outstanding shares. We
anticipate, therefore, that upon the consummation of a merger or
acquisition, there will be a change of control of the company which will
most likely result in the resignation or removal of our present officers
and directors. There can be no assurance as to the experience or
qualification of the persons who will then assume responsibility for the
company's activities or for operation of the business, assets, or property.
Lack of Diversification
The company does not propose to be an investment company, and does not
presently intend to acquire more than one business. Accordingly, it is not
likely that investors will obtain any
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diversification through their investment in the company, and to the extent
of such investment, they will be exposed to all the economic risk incident
to the business which is acquired.
Possible Regulation as Investment Company
Although we will be subject to regulation under the Securities Act of 1933
and the Securities Exchange Act of 1934, we do not believe that we will be
subject to regulation under the Investment Company Act of 1940. The
Investment Company Act applies to companies in the business of investing,
reinvesting, owning, holding or trading securities. We do not believe the
company will be considered to be "in the business of" investing in
securities because we propose to merge into or acquire an operating
business. Nevertheless, the activities in which we propose to engage could
be deemed to be within the scope of certain provisions of the Investment
Company Act, as a result of which there can be no assurance that we will
not be deemed to be an investment company subject to that act. In the event
we were to be deemed to be an investment company, we would be subject to
numerous restrictions relating to our activities, including restrictions on
the nature of our investments and the issuance of securities. We have not
obtained a formal determination from the Securities and Exchange Commission
as to the status of the company under the Investment Company Act of 1940.
Taxation
In the course of any acquisition or merger, federal and state tax
consequences for both the company and the business to be acquired will be
considered. Under current federal tax laws and those of most states, a
qualified reorganization between business entities does not generally
result in a taxable event for either party to the transaction. While we
expect to structure a merger or acquisition so as to minimize federal and
state tax consequences to both the company and the company being acquired,
there is no assurance that such merger or acquisition will meet the
statutory requirements of a tax-free reorganization or that the parties
will obtain the intended tax-free treatment upon a transfer of stock or
assets. A non-qualifying reorganization could result in the imposition of
both federal and state taxes which could have a substantial adverse effect
on the company.
No Earnings or Dividends
The company was only recently organized, has no earnings, and has paid no
dividends to date. Since the company's only intended business is to merge
with or acquire a suitable business, we do not anticipate any earnings
until after such a merger or acquisition is consummated. The payment of
dividends after such a merger or acquisition will depend on policies
adopted by new management, and on the results of operations of the new
business. There can be no assurance that the company will generate income
or pay dividends even after a merger or acquisition.
Restricted Resale of the Securities
The 5,000,000 shares of the company's common stock presently outstanding
are "restricted securities" as that term is defined under the Securities
Act of 1933, and in the future may be sold in compliance with Rule 144 or
pursuant to a registration statement under that act. Rule 144 provides, in
essence, that a person holding restricted securities for a period of one
year may sell those securities in unsolicited brokerage transactions or in
transactions with a market maker, in an amount equal to 1% of the company's
outstanding common stock every three months, provided adequate public
information is available with respect to the issuer. Such information is
deemed available if
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the issuer satisfies the reporting requirements of sections 13 or 15(d) of
the Securities and Exchange Act of 1934 and of Rule 15c2-11 thereunder.
Sales of unrestricted shares by affiliates of the company are also subject
to such limitation on the number of shares that may be sold. If all the
Shares offered herein are sold, the holders of the restricted shares could
each sell up to 60,000 shares during any three month period commencing one
year after the date of their purchase. Persons who are not affiliates and
have not been affiliates in the preceding three months are permitted by
Rule 144(k) to sell restricted securities after two years. Investors should
be aware that sales under Rule 144 or pursuant to a registration statement
filed under the Act could have a depressive effect on the market price of
the company's securities in any market which may develop for such shares.
Arbitrary Offering Price
The offering price of $.25 per Share has been arbitrarily determined by the
company, and bears no relationship to its assets, earnings, book value or
other objective standard of value. Among the factors considered were belief
in the company's business potential, its limited financial resources, the
amount of equity and control desired to be retained by the present
stockholders, the company's lack of operating history, the proceeds to be
raised by the offering, the amount of capital to be contributed by the
public in proportion to the amount of stock to be retained by present
stockholders, the relative requirements of the company, and current market
conditions in the over-the-counter market.
Control by Present Management and Stockholders
Present stockholders of the company will own at least 83% of the company
after the offering described in this prospectus, as a result of which they
will continue to control the company. Assuming all the Shares are sold,
investors would own approximately 16.7% of the company's outstanding common
stock immediately after the offering. We anticipate, however, that a
majority interest will have to be given to the owners of any business with
which we enter into a merger or acquisition agreement, as a result of which
the persons who control that business would acquire control of this
company. In that event, those persons would be able to elect all of the
company's directors, appoint its officers, and control the company's
affairs and operations. The company's Certificate of Incorporation does not
provide for cumulative voting.
Merger or Acquisition Through a Leveraged Transaction
While we will not seek to effect a merger or acquisition requiring
borrowed funds, we are not barred from doing so. In the event a
determination is made to use borrowed funds, the company would become
subject to augmented risks. Investors should be aware that such a
transaction could result in substantial interest expense and the
company's assets being mortgaged and possibly foreclosed. The use of
leverage to consummate a merger or acquisition could reduce our ability
to obtain additional borrowings, make other acquisitions, or declare
dividends.
Penny Stock Regulation
Broker-dealer practices in connection with transactions in "penny stocks"
are regulated by certain penny stock rules adopted by the Securities and
Exchange Commission. Penny stocks generally are equity securities with a
price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on NASDAQ, provided that current
price and volume information with respect to transactions in such
securities is provided by such exchange). The rules require a
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broker-dealer, prior to a transaction in a penny stock not exempt from the
rules, to deliver a standardized risk disclosure document prepared by the
Commission that provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market value of
each penny stock held in the customer's account. In addition, the penny
stock rules require that prior to a transaction in a penny stock not
otherwise exempt from such rules the broker-dealer must make a special
written determination that the penny stock is a suitable investment for the
purchaser and receive the purchaser's written agreement to the transaction.
These requirements may have the effect of reducing the level of trading
activity in stocks that are subject to the penny stock rules. To the extent
our stock is subject to such rules, investors may find it more difficult to
sell their shares.
SUMMARY FINANCIAL INFORMATION
The following is a summary of the company's consolidated financial
information and is qualified in its entirety by the audited financial statements
appearing herein.
<TABLE>
<CAPTION>
As Adjusted(1)
Balance Sheet Data June 30, 2000 minimum maximum
------------- ------- -------
<S> <C> <C> <C>
Total assets $ 5,000 $ 30,000(2) $ 255,000(2)
Total liabilities $ 5,120 $ 70,120(3) $ 70,120(3)
Long term indebtedness -0- -0- -0-
Stockholders' equity $ (120) $ (40,120)(4) $ 184,880(4)
Shares outstanding 5,000,000 5,100,000 6,000,000
</TABLE>
From Inception
Income (Loss) Data: to June 30, 2000
----------------
Total revenues -0-
Total expenditures $ 5,120
Net income -0-
---------------------
(1) As adjusted for sale of the Shares offered by this prospectus.
(2) 90% of the proceeds of this offering will be restricted pursuant to
Rule 419. Upon the sale of the minimum number of Shares in this
offering, the company will receive 10% of the amount paid in for
expenses incident to its offering and its proposed acquisition or
merger.
(3) Debt which may be incurred for payment of legal and accounting fees
incident to organization of company and registration of its shares.
(4) After payment of legal and accounting fees incident to organization of
company and registration of its shares.
Management's Plan of Operation
Upon completion of this offering, the company plans to use is best
efforts to identify a suitable business for acquisition or merger. When such a
candidate is identified, the company will prepare and file a post effective
amendment to its registration statement filed with the Securities and Exchange
Commission, and when effective, distribute a prospectus describing the business
to be acquired and the terms of such
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acquisition or merger, giving each investor the opportunity to reconfirm his or
her investment in the company. If a sufficient number of investors reconfirm
their investment, we will use our best efforts to promptly effect such merger or
acquisition.
As of the date of this prospectus, the company has no significant cash
resources. When the company has sold the minimum number of shares (100,000), 10%
of such proceeds and any proceeds from subsequent sales of its securities will
be released to the company for expenses. The company does not anticipate any
operating income until after a business has been acquired. The cost of preparing
and filing the company's registration statement and post-effective amendment,
and finding and negotiating an agreement with a suitable business is expected to
cost in the neighborhood of $70,000. The company's president, Roma Kidd and her
company, Sioux Technologies, Inc., have agreed to advance funds up to such
amount to the company if and as required. No funds will be used for salaries
before a merger or acquisition has been consummated, and no funds will be used
to pay for a business being acquired. We believe that there will be sufficient
funds available to effect the company's purpose, but there can be no assurance
that additional monies will not be required, nor can there be any assurance
that, if they are required, such finds will be available.
We believe our program can be effected within approximately nine
months. If no acquisition has been consummated within 18 months of this
prospectus, we will return to each investor his or her share of the escrowed
funds.
PROPOSED BUSINESS OF THE COMPANY
Glint Corporation is a "blank check" company, organized to acquire or
merge with one or more operating companies yet to be identified. Except to
effect such a merger or acquisition, we do not have any specific business plan
or purpose, nor have we identified any business for merger or acquisition. We
are a development stage company and do not presently have any substantial assets
or any operating business.
All proceeds received from this offering will be put into a trust
account pending consummation of a merger or acquisition and reconfirmation by
investors of their desire to remain stockholders of the company. The trustee
will deposit the escrowed funds in an insured depository institution account in
either a certificate of deposit, interest bearing savings account, or short term
government securities.
If we do not consummate a merger or acquisition within 18 months of the
date of this prospectus, we will distribute all the escrowed funds to the
investors, pro rata. If the offering period is extended to its limit (6 months),
we will have only 12 months in which to consummate a merger or acquisition.
Glint Corporation was organized under the laws of Delaware on April 17,
2000. To date our activities have been limited to organization, business
planning, and registration of the company's Shares. We have not yet identified
any potential acquisition or merger candidate, or even begun to search for such
a candidate. This search will commence as soon as the minimum number of Shares
have been subscribed for.
Plan of Operation
Following sale of the minimum number of Shares, we will speak to
business associates and acquaintances and will search the New York Times, The
Wall Street Journal and other business publications for companies which might be
available for merger or acquisition. We will search for merger and acquisition
candidates through acquaintances, finders, and business associates. We may also
inquire of law firms and
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accounting firms. We do not presently anticipate the need to advertise, but may
determine to do so in the future if our other inquiries are unsuccessful.
We believe that there are a number of businesses which will be
interested in merger with or acquisition by a public, reporting company like
ours. Such businesses may wish to have a public market for their securities
without the time and cost associated with a public offering of securities, and
without loss of control. Businesses can seek to be publicly traded for a variety
of reasons, including establishment of a market for sale of a business owner's
shares through broker-dealers, or for creating liquidity for stockholders
generally. A market and a mechanism for establishing market value can also be
useful for a business owner's estate planning purposes, and for establishing a
value for incentive stock options or similar benefits for key employees.
Potentially available businesses may be in many different industries and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities more difficult.
It is likely we will acquire or merge with a business which has no
immediate need for additional capital but which desires to establish a public
trading market for its shares. Such a business may desire to do so to avoid what
it may deem to be adverse consequences for themselves undertaking a public
offering. Factors considered may include time delays, significant expense, loss
of voting control and inability or unwillingness to comply with various federal
and state laws enacted for the protection of investors, or other factor deemed
to be adverse for such business or its stockholders. It may also seek to do so
in order to effect acquisitions of its own using publicly traded stock, or its
owners may seek to establish a value for their business for other reasons, such
as estate planning.
Any merger or acquisition will entail a number of risks. Such risks
cannot be adequately identified prior to selection, and investors must therefore
depend on our ability to identify and evaluate such risks. By way of example, a
business which the company acquires or with which it merges may be in a
development stage, or may subject to a "going concern" reservation by its
accountants. Such a business may not have generated significant revenues, and
there is a risk that, even after the consummation of such merger or acquisition
and the related expenditure of the company's funds, the combined enterprise will
still be unable to become a going concern or advance beyond the development
stage. It is possible that a business which we acquire or with which we merge
may involve new and untested products, processes, or market strategies which may
not succeed. Such risks will be assumed by the company and, therefore, its
stockholders.
We will not be a significant player among the firms which engage in
mergers and acquisitions. There are many established venture capital and
financial concerns which have significantly greater financial and personnel
resources and technical expertise than we. In view of our limited financial
resources and limited management availability, we will continue to be at a
competitive disadvantage compared to such competitors. Also, we will be
competing with a large number of other "blank check" companies throughout the
United States.
Merger or Acquisition
The company was organized for the purposes of creating a corporate
vehicle to seek, investigate and, if such investigation warrants, effecting a
merger or acquisition with persons or firms which desire to become a
publicly-held corporation, or to employ the company's funds, if any, in their
business.
We do not currently engage in any business activities which provide
cash flow. The costs of identifying, investigating, and analyzing potential
mergers and acquisitions, and the cost of complying with applicable securities
laws will be paid out of the company's capital, including the 10% of the
proceeds of
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this offering which will be released to the company when the minimum number of
Shares have been sold.
Persons purchasing shares in this offering and other stockholders will
most likely not have the opportunity to participate in these decisions, but will
have the opportunity to withdraw from the company in the event they are not
satisfied with the business to be merged or acquired. Under Rule 419, investors
will have an opportunity to evaluate the specific merits or risks of the merger
or acquisition management decides to enter into.
Although not limited to a single merger or acquisition, it is likely
that our company will merge with or acquire just one business. The company's
financial capacity is limited, and most candidates for merger or acquisition
will wish to assume voting control of the company in connection with the
transaction. The proposed transaction will likely result in substantial dilution
for investors, and a change of control of the company, resulting in the
resignation of the company's present officers and directors. If there is only
one merger or acquisition, there will be no diversification of risk such as is
common with investment companies.
None of the company's officers or directors have had any discussions or
other contact with any representative of a potential acquisition candidate.
We may be obliged to pay a finder's fee in connection with a merger or
acquisition, but no such fees will be paid to any member of the company's
management.
Evaluation of Merger or Acquisition
In determining whether or not a particular business is appropriate for
acquisition by or merger with the company, we will examine its financial
statements (including its balance sheet, statements of cash flow, stockholders'
equity, etc.), its assets and liabilities, and its projections for future
growth, in light of our understanding of the industry and particular business
opportunity. This information will also be available for consideration by
investors in connection with their decision as to whether or not to confirm
their investment.
The analysis of merger or acquisition opportunities will be undertaken
by or under the supervision of the officers and directors of the company. As a
part of their investigation, officers and directors of the company will meet
personally with management and key personnel, visit and inspect material
facilities, obtain independent analysis or verification of certain information
provided, check references of management and key personnel, and take other
reasonable investigative measures, to the extent of our limited financial
resources and management expertise. The selection and evaluation of a merger or
acquisition candidate and the negotiation of an agreement is extremely complex
and risky. None of our officers or directors is a professional business analyst
or has previous experience with operating a blank check company.
In analyzing prospective merger or acquisitions, we will consider such
matters as the business' technical, financial, and managerial resources; working
capital and other financial aspects; its history of operations, if any; and
prospects for the future; the nature of present and expected competition; the
quality and experience of management services which may be available and the
depth of that management; the potential for further research, development, or
exploration; specific factors deemed to indicate risk or a negative influence on
the business; the potential for growth or expansion; the potential for profit;
the perceived public recognition or acceptance or products, services, or trades;
name identification; and other relevant factors. We will meet personally with
management and key personnel of the firm sponsoring the business opportunity as
part of our investigation. To the extent practicable, we will use written
reports and personal investigation to evaluate businesses which are candidates
for merger or acquisition.
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Acquisition Criteria
We will not acquire a business unless the fair value of such business
or its assets represents 80% of the maximum offering proceeds. We have no policy
with respect to the type of business with which we will seek to merge or which
we will seek to acquire, and will not restrict our search to any specific
business, industry or geographical location. Businesses with which we may seek
to merge may be in any industry, and need not conform to any specific criteria
(except for value). Our principal objective will be to seek long-term growth
potential rather than immediate, short-term earnings.
Merger and acquisition candidates may include businesses which are
established and only wish to be publicly traded, but they may also include
businesses which have only recently commenced operations, or are developing
companies in need of additional funds. They may include companies seeking monies
for development of new products or expansion into new markets, or they may be
established businesses which may be experiencing financial or operating
difficulties and are in need of additional capital. They may also include
financially unstable companies or entities in an early stage of development or
growth, including entities without established records of sales or earnings.
Accordingly, the company may be subjected to the risks inherent in financially
unstable and/or development stage businesses. In addition, the business acquired
may be in an industry characterized by a high level of risk. We will endeavor to
evaluate all the risks incident to a particular business and its industry, but
there can be no assurance that the business which we acquire or with which we
merge will be successful, or that we will successfully identify and evaluate
every eventuality.
We will not acquire a business unless the fair value of such business
or its assets represents 80% of the maximum offering proceeds. To determine such
fair market value, we will examine the audited financial statements (including
balance sheets and statements of cash flow and stockholders' equity) of
prospective candidates, focusing on its assets, liabilities, sales and net
worth. In addition, we will conduct a personal inspection of the merger or
acquisition candidate. If we determine that its financial statements do not
clearly indicate that the fair market value of such business or its assets has
been satisfied, we will obtain an opinion from an independent investment banking
firm with respect to the satisfaction of such criteria.
The company will be subject to Section 13 or 15(d) of the Securities
Exchange Act of 1934, and will be required to furnish audited financial
statements for any significant business which we acquire. Because of these
requirements, we will not merge with or acquire any company whose financial
statements are not audited. In the event the company's obligation to file
periodic reports is suspended under Section 15(d), the company intends on
voluntarily filing such reports.
Form of Merger or Acquisition
When we use the term "merger or acquisition" in this prospectus, we
mean any form of business combination or reorganization which results in our
company becoming part of or acquiring an existing business, or which results in
our stockholders becoming stockholders of such business. The particular form of
such combination may be a merger, consolidation, reorganization, joint venture,
or licensing agreement. We may also purchase the stock or assets of an existing
business, or exchange our stock for theirs.
The form of the merger or acquisition will depend on the nature of the
business being acquired; the objectives of such business, its management, and
its owners; and the relative negotiating strength of the company and such other
management.
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While the actual terms of any merger or acquisition cannot be
predicted, it is anticipated that the parties to such a transaction will find it
desirable to avoid the creation of a taxable event and thereby structure the
acquisition as a so-called "tax-free" reorganization under Sections 368(a)(1) or
351 of the Internal Revenue Code of 1986.
Dilution and Related Matters
Investors should note that any merger or acquisition effected by the
company can be expected to have a significant dilutive effect on the percentage
of shares held by our company's stockholders, including purchasers in this
offering. On the consummation of a merger or acquisition, the business acquired
will have significantly more assets than the company; we therefore anticipate
offering a controlling interest in the company to such business or its owners.
In order to obtain tax-free treatment, it may be necessary for the
owners of the acquired business to own 80% or more of the voting stock of the
surviving entity. In such event, the company's stockholders, including investors
in this offering, will retain less than 20% of the issued and outstanding shares
of the surviving entity.
In addition, a majority of all of the company's directors and officers
may, as part of the terms of the acquisition transaction, resign as directors
and officers.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of this transaction, we may agree to register such securities
either at the time the transaction is consummated, under certain conditions, or
at specified times thereafter. The issuance of substantial additional securities
and their potential sale into any trading market which may develop in the
company's common stock may have a depressive effect on such market.
Leverage
We do not intend to premise our search for suitable acquisition
candidates on the use of borrowed funds. It is possible, however, that we may
hereafter determine to borrow funds for the purpose of effecting a merger of
acquisition. Such funds might be necessary to pay for transactional costs, such
as finder's fees or legal and accounting fees, or funds might be necessary for
the purposes of the business to be acquired. In such event, the company may
require financing (possibly including the issuance of debt or equity securities)
in order to consummate a merger or acquisition. The cost of preparing and filing
the company's registration statement and post-effective amendment, and finding
and negotiating an agreement with a suitable business is expected to cost in the
neighborhood of $70,000. The company's president, Roma Kidd and her company,
Sioux Technologies, Inc., has agreed to advance funds up to such amount to the
company if and as required. If any additional funds are required, we cannot give
any assurance at this time that they would be available or that they will be
available on acceptable terms.
Regulation
The Investment Company Act defines an "investment company" as an issuer
which is or holds itself out as being engaged primarily in the business of
investing, reinvesting or trading in securities. While we do not intend to
engage in such activities, we could become subject to regulations under the
Investment
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Company Act in the event we were to acquire and hold minority interests in a
number of enterprises. If we were to be required to register under the
Investment Company Act, we could be expected to incur significant registration
and compliance costs. Accordingly, we will seek to conduct our activities so as
to avoid being classified as an "Investment Company", but if merger or
acquisition opportunities present themselves which would outweigh the burden of
such registration, we may determine to accept such classification.
Employees
We do not presently have any employees. Roma Kidd, the company's only
officer and director, is engaged in business activities outside of the company,
and the amount of time she will devote to the company's business will be
limited. Upon completion of the public offering, it is anticipated that she will
devote between five and 20 hours per week to the company's affairs until
consummation of a merger or acquisition.
Offices and Other Facilities
Our offices are presently co-located in a suite in West Palm Beach,
Florida, which is provided without cost as an accommodation to Ms. Kidd. Our
officers and directors will generally operate out of their own offices. At such
time as a merger or acquisition is consummated, it is anticipated that the
company will move into the offices of the business so acquired. We do not own
any equipment.
THE OFFERING
The Shares are being sold directly by the company. We will offer such
Shares for a period of 90 days, and have the right to extend the offering for an
additional 90 days. Unless at least 100,000 Shares are sold within such 90 day
period (or within 180 days if we elect to extend the offering), all funds held
in the trust or escrow account will be promptly returned to investors, without
interest and without any deductions.
At such time as the minimum number of shares have been sold, 10% of the
proceeds will be released to the company. Pursuant to Rule 419 under the
Securities Act of 1933, the remainder will be held in trust by LM Capital
Securities, Inc., a registered broker-dealer in West Palm Bach, Florida, until
an agreement has been executed for the acquisition of or merger with a business
whose value, or the value of whose assets, amounts to at least 80% of the
maximum proceeds of the offering. The funds will not be released to our company
until information about such merger or acquisition is made available to our
investors, and they have confirmed their desire to remain stockholders of our
company in light of such information.
As pointed out above, the trust agreement requires the trustee promptly
to release to our company 10% of the proceeds from sale of our Shares. It is our
intent to use such funds to cover expenses of the offering. None of such amount
will be paid to affiliates of our company or its management. Except for this
amount, investors' funds will remain deposited in a bank.
When we have identified a suitable business and entered into an
agreement for its acquisition or merger, we will provide our investors with
information about such business and the terms of such acquisition or merger.
Such information will be in the form of a "post effective" amendment to this
prospectus and the registration statement of which it is a part. A copy of the
amended prospectus will be sent to each investor within five days of the
effective date of the post effective amendment. Within 45 days after such
effective date (but not sooner than 20 days after such date), an investor must
advise us that he or she wishes to remain an investor. If we do not receive
written confirmation within such time period, that investor's investment
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(net of the 10% released to our company) will be promptly refunded. Assuming a
sufficient number of investors confirm their investment, the merger or
acquisition will be consummated, and the remaining funds released to the
company.
The securities purchased by our investors will similarly be held in
trust pending identification of a business for merger or acquisition, and an
opportunity for investors to withdraw. Certificates for the Shares will be
released to those investors who confirm their investment as soon as the
acquisition or merger is consummated.
Pursuant to Rule 3a51-1(d) under the Securities Exchange Act, the
securities being offered by this prospectus constitute "penny stock", for which
certain sales restrictions apply. (See "High Risk Factors").
Up to 20% of the offering may be purchased by officers, directors, or
current stockholders of the company, or by their affiliates or associates.
In connection with the offering, we will incur certain expenses,
including legal and accounting fees, state and federal filing fees, and printing
fees, estimated at $75,000. $5,000 of these expenses have been paid from the
company's treasury, and Roma Kidd, the company's president, and her company,
Sioux Technologies, Inc., have agreed to lend up to $70,000 if and as required.
Any additional expenses will be paid out of the 10% of proceeds released from
the trust immediately after the offering.
Investors' checks or money orders should be made payable to "LM Capital
Securities, Inc., Trustee (Glint Corporation Offering)", and mailed to LM
Capital Securities, Inc., 120 South Olive Avenue, suite 400, West Palm Beach,
Florida 33401.
INVESTORS' RIGHTS WITH RESPECT TO ACQUISITION OR MERGER
Deposit of Offering Proceeds and Securities
As a "blank check" company, offering of our Shares is subject to Rule
419 under the Securities Act of 1933. Rule 419 requires that the proceeds of the
offering (net of certain expenses) and all securities issued in connection with
the offering be placed in an escrow or trust account pending acquisition of or
merger with a specific business. If there are any commissions or allowances
payable to underwriters or dealers (which is not presently expected), such funds
may be withheld from the trust or escrow account and paid as agreed. In
addition, we are entitled to retain 10% of the proceeds remaining after payment
of such commissions and allowances for the company's corporate purposes
(including costs incident to negotiations with merger or acquisition candidates,
securities law filings, etc.). All remaining proceeds form the offering will be
deposited with LM Capital Securities, Inc., along with the certificates for the
Shares subscribed for.
The trustee will be obliged to maintain such funds in a segregated bank
account. Interest and/or dividends earned on such funds will be held in the
trust account until the funds are released, and will be included in the share
distributed to any investor who does not confirm his or her investment, or in
the amount released to the company upon consummation of a merger or acquisition.
If during the course of this offering an acquisition or merger becomes
"probable", we will circulate an amended prospectus identifying the business to
be acquired and giving information about such business and the proposed terms of
acquisition. When a merger or acquisition agreement has been entered into with
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respect to such business, we will file a post-effective amendment to the
registration statement, and investors will have the opportunity to confirm or
withdraw their investment.
Under Rule 419, the escrowed funds and certificates may be released
only when we have consummated a merger or acquisition with a business in
accordance with this prospectus. No funds and no certificates may be released
until an acquisition or merger is consummated. If a merger or acquisition has
not been consummated with 18 months from the date of this prospectus, the
escrowed funds will be promptly returned to investors on a pro rata basis.
Stock Certificates in Escrow; Limitations on Transfer
Certificates for the Shares sold in this offering (and any other
securities issued with respect to such securities, including securities issued
with respect to stock splits, stock dividends or similar rights) will be
deposited with the trustee. Notwithstanding such trust, each investor will have
the right to vote the Shares held in his or her name.
While in trust, investors' Shares may not be sold or otherwise
transferred except by will or the laws of descent and distribution, or pursuant
to a "qualified domestic relations order" (as defined by the Internal Revenue
Code or Title 7 of the Employee Retirement Income Security Act or rules
thereunder). Rule 15g-8 under the Securities Exchange Act of 1934 makes it
unlawful to sell or offer to sell securities (or any interest in or related to
the securities) held in a Rule 419 trust account other than pursuant to one of
the above exceptions.
Post-Effective Amendment
When a merger or acquisition agreement with a business has been
executed, Rule 419 requires us to update the registration statement with a
post-effective amendment. The post-effective amendment will contain information
about the business to be acquired and its business, including audited financial
statements, the results of this offering and the use of funds disbursed from the
trust account. The post- effective amendment must also include the terms of the
confirmation offer mandated by Rule 419. The reconfirmation offer must include
certain prescribed conditions which must be satisfied before the escrowed funds
and securities can be released.
Confirmation Requirement
Within five business days of the effective date of such post-effective
amendment, we will mail a copy of the amended prospectus (which is part of such
registration statement) to all our investors, each of whom will have 45 business
days from such effective date in which to confirm in writing his or her
investment in the company. If we do not receive such a confirmation by the 45th
business day after the effective date, such investor's share of the escrowed
funds, including interest if any, will be promptly refunded. We will promptly
refund to each investor who, after receipt of the amended prospectus, requests
such refund his or her share of the escrowed funds.
Release of Shares and Deposited Funds
If a sufficient number of investors confirm their investment, the
merger or acquisition will be consummated. At that time, the company's funds
will be released from escrow and certificates for the Shares distributed to
those investors who have confirmed their investment.
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If a merger or acquisition has not been consummated within 18 months of
the date of this prospectus, the escrowed funds will be distributed among the
investors pro rata.
We will not make any loans of any of the escrowed funds, nor will we
borrow funds using the escrowed funds as security. This policy will remain in
effect until an acquisition or merger has been consummated; no representations
are made with respect to the company's policies with respect to borrowing or
lending following such merger or acquisition. Once the escrowed funds are
released, the company may lend or borrow funds and use the proceeds as security
for such loan as management deems appropriate.
DILUTION
Our net tangible book value as of June 30, 2000, was $(120) or
approximately $.00 on a per share basis. Net tangible book value represents the
company's total tangible assets less total liabilities. In the event all the
Shares described herein are sold, net tangible book value would be (without
adjustment for transactions subsequent to June 30, 2000 other than sale of the
Shares and related costs) $184,880 or approximately $.03 per share. This would
result in an increase in net tangible book value of $.03 per share for our
existing stockholder, and dilution of approximately $.22 per share (88%) for the
investors. If only the minimum number were sold, our net tangible book value
would be $(40,120) or approximately $(.007) per share, resulting in dilution of
$.25 per share (100%) for our investors.
The following table illustrates this per share dilution:
<TABLE>
<CAPTION>
100,000 1,000,000
shares sold shares sold
----------- -----------
<S> <C> <C>
Public offering price per share $.25 $.25
Net tangible book value per share before offering .00 .00
Net tangible book value per share after offering (.007) .03
Increase per share attributable to this offering (.007) .03
Dilution to investors $.25 $.22
</TABLE>
The following table summarizes the number of Shares purchased by the
investors, the consideration paid and the average price per share paid by the
company's existing stockholders as of June 30, 2000, and by the investors
purchasing Shares in this offering (before deducting any underwriting discounts,
commissions, or offering expenses):
<TABLE>
<CAPTION>
Shares Purchased Total Consideration Average Price
--------------------- -------------------- -------------
Number Percent Amount Percent Per Share
------ ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing stockholders 5,000,000 $ 5,000 $.001
Investors (minimum) 100,000 2.0% $ 25,000 83.3% $.25
Investors (maximum) 1,000,000 16.6% $250,000 98.0% $.25
</TABLE>
USE OF PROCEEDS
The gross proceeds of this offering will be $250,000 if all 1,000,000
the Shares are sold, and $25,000 if only the minimum (100,000) Shares are sold.
The purpose of the offering is to raise funds to enable us to merge with or
acquire an operating company.
20
<PAGE>
As described elsewhere in this prospectus, all proceeds (net of any
commissions or allowances payable to broker-dealers) will be held in a trust
account until the minimum number of Shares are sold. After the minimum number of
shares are sold, 10% of the net proceeds of the offering will be released to the
company. We intend to use those funds for the expenses of the offering,
including legal and accounting fees, filing fees, the escrow agent's fee, and
printing, and for expenses in finding, evaluating, and negotiating and closing
on a merger or acquisition agreement with a business being acquired.
<TABLE>
<CAPTION>
100,000 shares sold 1,000,000 shares sold
------------------------- ------------------------------
Approximate Approximate Approximate Approximate
amount percentage amount percentage
------ ---------- ------ ----------
<S> <C> <C> <C> <C>
Commissions and allowances -0- -0- -0- -0-
Escrowed pending merger
or acquisition $22,500 90% $ 225,000 90%
Released to company $ 2,500 10% $ 25,000 10%
</TABLE>
As of the date of this prospectus, the company has no significant cash
resources. When we have sold the minimum number of shares (100,000), 10% of such
proceeds and 10% of any proceeds from subsequent sales of Shares will be
released to the company for expenses. The cost of preparing and filing the
company's registration statement and post-effective amendment, and finding and
negotiating n agreement with a suitable business is expected to cost in the
neighborhood of $75,000. The company's president, Roma Kidd and her company,
Sioux Technologies, Inc., have agreed to advance funds up to such amount to the
company if and as required. No funds will be used for salaries before a merger
or acquisition has been consummated, and no funds will be used to pay for a
business being acquired.
Upon the consummation of a merger or acquisition, all escrowed funds
(including interest earned) will be released the company.
Accordingly, we believe that there will be sufficient funds available
to achieve our objectives, but there can be no assurance that additional monies
will not be required, nor can there be any assurance that, if required, such
funds will be available on acceptable terms. Persons purchasing Shares in this
offering will not, unless required by law, participate in the determination of
whether to obtain additional financing or as to the terms of such financing.
Because of the company's limited resources, it is likely that the company will
become involved in only one merger or acquisition.
Upon consummation of a merger or acquisition, we anticipate that there
will be a change in the company's management. Following such change, the
expenditure of any proceeds remaining after paying the costs of the offering
will be up to such new management, which may decide to change the policies
stated herein as to the use of proceeds from the offering. Use of the company's
funds, including the funds released from the trust, will be entirely within the
discretion of such new management.
21
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of the company as of
June 30, 2000, and as adjusted to give effect to the sale of Shares offered by
the company.
<TABLE>
<CAPTION>
June 30, 2000 As Adjusted for Sale of
actual 100,000 shares 1,000,000 shares
-------------- -------------- ----------------
<S> <C> <C> <C>
Assets
Cash $ 5,000 $ 30,000 $ 255,000
Liabilities
Accrued expenses $ (5,120) $ (5,120) $ (5,120)
Debt to stockholder -0- $ (70,000) $ (70,000)
Stockholders' equity
Common stock, $.001 par value;
authorized 50,000,000 shares;
5,000,000 issued and outstanding $ 5,000 $ 5,100 $ 6,000
Preferred stock, $.001 par value,
authorized 10,000,000 shares
none issued or outstanding
Additional paid-in capital $ 4,620 $ 29,520(1) $ 253,620(1)
Stock subscription $ (4,620) $ (4,620) $ (4,620)
Retained earnings $ (5,120) $ (5,120) $ (5,120)
Total stockholders' equity $ (120) $ (45,120)(2) $ 179,880(2)
</TABLE>
-----------------------
(1) Before deducting costs of offering.
(2) After deduction of estimated $70,000 in offering expenses.
MANAGEMENT
The company' sole officer and director is as follows:
Name Age Position
---------- --- ---------
Roma Kidd 51 President, Director, Treasurer and Secretary
Roma Kidd has been our president and a director since the company's
inception, and may be considered its founder or "promoter". Ms. Kidd is the
Executive Director of ARCO (Association for Retarded Citizens of Ouachita),
which post she has held since 1981. ARCO is a nonprofit organization which
provides community based services to approximately 140 persons with
developmental disabilities and their families, including therapy, day-care,
supported living, and work counseling. Ms. Kidd holds a Masters Degree in
education from the University of Southern Mississippi. Ms. Kidd is also sole
owner and president of Sioux Technologies, Inc., a company organized to promote
business ventures, including but not limited to Glint Corporation. For the year
ended July 1999, she was a director of the Rotary Club of Monroe, Louisiana.
Neither our president, Roma Kidd, nor any other affiliate of the
company has organized a blank check company in the past.
22
<PAGE>
Ms. Kidd intends to devote between five and 20 hours a month to the
company's affairs.
Conflicts of Interest
No member of management is currently affiliated or associated with any
other blank check company. However, management may become involved with the
promotion of other blank check companies in the future. Such companies would not
be part of a single plan of financing. A potential conflict of interest may
occur in the event of such involvement. The company may not acquire, be acquired
by or merged with any affiliated blank check companies.
Ms. Kidd, our company's president, owns and will continue to own until
we have effected a merger or acquisition, more than 80% of our outstanding
stock, and it is possible that her interest could affect her judgment as to
selection of an appropriate candidate for merger or acquisition.
See below for certain transactions between management and the company,
and for policies designed to avoid conflicts of interest.
Compensation
No officer or director of the company has received any cash
remuneration, and we do not intend to pay or accrue any remuneration or
reimbursements of expenses for any period prior to consummation of a merger or
acquisition. No remuneration of any nature has been paid or accrued on account
of services rendered by a director in such capacity.
No compensation will be paid or accrue to any officer or director for
any period preceding consummation of a merger or acquisition as contemplated by
this prospectus. We are not presently considering any outside individual (other
than lawyers and accountants) for a consulting position; however, we cannot rule
out the need for outside consultants in the future. No decisions have been made
as to payment of these consultants.
Management Control
Persons associated with management own all of the company's presently
outstanding stock, and expect to continue to own a majority of its stock until a
merger or acquisition is consummated. Until that time, therefore, it is
contemplated that present management will control the company.
Indemnification of Management
Section 145 of the Delaware General Corporation Law provides for
indemnification of the officers, directors, employees, and agents of the
company. Complete disclosure of this statute is provided in Part II of the
registration statement of which this is a part.
Under Article V of the company's bylaws, the company will indemnify and
hold harmless, to the fullest extent authorized by the Delaware General
Corporation Law, any director, officer, agent or employee of the company,
against all expense, liability and loss reasonably incurred or suffering by such
person in connection with the company.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the company
pursuant to the foregoing provisions, we have been
23
<PAGE>
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and is unenforceable.
TRANSACTIONS WITH AFFILIATES AND RELATED POLICIES
The following reflects certain transactions with management which have
occurred or which may occur in the future. All policies reflected in such
discussion are included in written policies adopted by our board of directors
and signed by each of our officers and key employees.
Initial Stock Transactions
Incident to the company's organization and initial financing, 5,000,000
shares of common stock were issued to Sioux Technologies, Inc., which is wholly
owned by Roma Kidd, our company's president and organizer, for $5,000 ($.001 per
share, or par value). At the time of such issuance, the company had no other
stockholders.
Loans by Management
In connection with the offering, we will incur certain expenses,
including legal and accounting fees, printing fees, and state and federal filing
fees, estimated at $75,000. $5,000 of these expenses have been paid from the
company's treasury, and Roma Kidd, the company's president, and her company,
Sioux Technologies, Inc., have agreed to lend up to $70,000 if necessary to
complete this offering, amend its registration statement, and effect a merger or
acquisition Any such loan(s) will be repayable at such time as we have
consummated a merger or acquisition and the escrowed funds have been released.
Participation by Management in Offering
The company's officers, directors, current stockholders and any of
their affiliates or associates may purchase Shares offered in this offering. The
aggregate number of Shares which may be purchased by such persons will not
exceed 20% of all the Shares sold in this offering. Such purchases may be made
in order to ensure that the minimum number of shares necessary to complete this
offering are sold.
Sales of Stock by Affiliates
Management will not actively negotiate or otherwise consent to the
purchase of any portion of their common stock as a condition to or in connection
with a proposed merger or acquisition unless such a purchase is requested by the
company being acquired.
No Investment in Companies in Which Management Has an Interest
We do not presently intend to merge with or acquire a business in which
an officer, director, promoter, or affiliate of our company, or an affiliate of
any such person, has a substantial interest, nor will we purchase the assets of
any such business. No exception will be made to this policy unless authorized by
a majority of the company's stockholders not including such interested person.
24
<PAGE>
Co-Investment by Affiliates
Officers, directors, current stockholders and any of their affiliates
or associates may not purchase securities from a business in which the company
has invested or proposes to invest, except with approval of the company's board
of directors and then only on terms and conditions not more favorable than the
terms and conditions of the company's merger or acquisition. This limitation
will continue in effect for a period of two years, but an investment may be made
on other terms or conditions if approved by a majority in interest of the
company's stockholders, not including such interested person.
Purchase of Shares from Management
No proceeds from this offering will be used to purchase directly or
indirectly any shares owned by management or any present stockholder, director
or promoter.
No Finders' Fees for Management
We will not pay a finder's fee to any member of management for locating
a merger or acquisition candidate.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of the company's common stock as of the date of this
prospectus, and as adjusted to reflect the sale of the Shares offered hereby.
the table includes each person who is known by the company to own beneficially
more than 5% of the company's outstanding common stock; by each of the company's
officers and directors; and by all directors and officers of the company as a
group. A person is deemed to "beneficially own" shares if he or she has either
the right to vote those shares or to dispose of them. More than one person may
be considered to beneficially own the same shares.
<TABLE>
<CAPTION>
Name/Address Shares of Percent of Percent of Class Owned
Beneficial Common Stock Class Owned After Offering
Owner Beneficially Owned Before minimum sold maximum sold
------- ------------------ ------ ------------ ------------
<S> <C> <C> <C> <C>
Sioux Technologies, Inc.(1) 5,000,000 100% 98.0% 83.3%
110 Cheney Street
Rayville, Louisiana
Roma Kidd (1) 5,000,000 100% 98.0% 83.3%
110 Chaney Street
Rayville, Louisiana
All Officers and Directors
(1 person) 5,000,000 100% 98.0% 83.3%
</TABLE>
-----------------
(1) Sioux Technologies, Inc. is 100% owned and controlled by Ms. Kidd.
Accordingly, Ms. Kidd and Sioux Technologies are both considered to
beneficially own such shares.
25
<PAGE>
DESCRIPTION OF SECURITIES
Common Stock
The company is authorized to issue 50,000,000 shares of common stock,
$.001 par value per share. 5,000,000 shares have been issued and are outstanding
as of the date of this prospectus. Each outstanding share is entitled to one
vote, either in person or by proxy, on all matters that may be voted upon by the
owners of such shares.
Each share of the company's common stock is entitled to share equally
in dividends, if and when they should be declared by the Board of Directors of
the company from funds legally available for such purpose. Each share is also
entitled to share equally in all of the assets of the company available for
distribution to holders of common stock upon liquidation, dissolution, or
winding up of the affairs of the company. Stockholders do not have preemptive,
subscription, or conversion rights, nor are there any redemption or sinking fund
provisions applicable to the shares.
All shares of common stock which are the subject of this offering, when
issued, will be fully paid for and non-assessable. No personal liability for
obligations of the company will attach to investors solely on account of their
ownership of the company's shares.
Each share of the company's common stock entitles the holder to one
vote on all matters on which stockholders may vote. Holders of the company's
common stock do not have cumulative voting rights, which means that the holders
of more than 50% of outstanding shares voting for the election of directors can
elect all of the directors if they so choose. In that event, the holders of the
remaining shares would not be able to elect any directors. Upon completion of
this offering, the present officers and directors and present stockholders will
beneficially own at least 83.3% of the outstanding shares and will be in a
position to control the company's affairs. Upon consummation of a merger or
acquisition, however, we anticipate that there will be a change of control, and
that the company's affairs will thereafter be subject to the control of the
owners of the business which we acquire or with which we merge.
Preferred Stock
The company is also authorized to issue 10,000,000 shares of preferred
stock, $.001 par value per share. No rights, preferences, or limitations have
yet been assigned to such shares, such matters being up to the board of
directors at the time of issuance. No preferred stock has been issued as of the
date of this prospectus.
No Options or Warrants
There are not presently outstanding any options or warrants to
purchase, or securities convertible into, common or preferred stock of the
company.
Future Financing
In the event the proceeds of this offering are not sufficient to enable
the company to successfully find a suitable business for merger or acquisition,
we may be obliged to seek additional financing. The company's stockholder has
agreed to lend the company up to $70,000 if necessary to complete this offering,
amend its registration statement, and effect a merger or acquisition. We
presently believe that such funds, combined with the company's share of the
proceeds of this offering to be released from the trust account,
26
<PAGE>
will be sufficient for its purposes and does not foresee the need to issue
additional securities before consummation of a merger or acquisition. However,
the company may issue additional securities, incur debt or procure other types
of financing if needed. Except as noted above, the company has not entered into
any agreements, plans or proposals for such financing, and there can be no
assurance that it would be successful in finding financing on terms acceptable
to the company. The company will not use the funds in trust as collateral or
security for any loan or debt incurred, or use such funds to pay back loans or
debts incurred by the company.
Reports to Stockholders
We intend to furnish our stockholders, after the close of each fiscal
year, an annual report relating to the operations of the company and containing
audited financial statements examined and reported upon by a independent
certified public accountants. The company's fiscal year ends on March 31st.
Dividends
We have not paid any dividends and do not have any present plans for
the payment of dividends. Since the company was formed as a blank check company
whose only business will be the search for a merger or acquisition, we do not
anticipate that it will have any earnings until such time as a merger or
acquisition is consummated. After we have acquired or merged with an operating
business, the declaration of dividends will depend on the circumstances of the
business acquired, and will be entirely in the discretion of the company's board
of directors at that time. There can be no assurance that the company will ever
declare dividends, even after a merger or acquisition is consummated.
Stock Registration and Transfer
The company will register and transfer its own stock until such time as
the number of stockholders makes such activity burdensome, but we reserve the
right to appoint a registrar and transfer agent at any time.
MARKET FOR THE COMPANY'S COMMON STOCK
There is no trading market for the company's stock, and none can
develop until after consummation of a merger or acquisition, and the Shares are
released from escrow. The Shares issued pursuant to this offering will remain in
escrow until consummation of a merger or acquisition. There is currently only
one holder of the company's outstanding common stock, and such stockholder will
continue to own more than 80% of the outstanding shares upon completion of the
offering. As a result, there is no likelihood of an active public trading
market, as that term is commonly understood, developing for the Shares. There
can be no assurance that a trading market will develop upon the consummation of
a merger or acquisition, and the subsequent release of the Shares from escrow.
We have not yet taken any steps to retain or encourage any broker-dealer to act
as a market maker for the company's stock. We do not plan to engage in any such
discussions until after a merger or acquisition candidate has been identified
and seems probable.
We expect that discussions in this area will ultimately be initiated by
the party or parties controlling the entity or assets which the company may
acquire. Such party or parties may employ consultants or advisors to obtain such
a market maker, but the company's present management has no intention of doing
so at the present time.
27
<PAGE>
The 5,000,000 shares of common stock currently outstanding are
"restricted securities" as that term is defined in the Securities Act of 1933,
and may be sold only in conformance with the provisions of Rule 144 under such
Act or upon registration of such securities.
PLAN OF DISTRIBUTION
By this prospectus, we are offering 1,000,000 Shares of the company's
common stock at $.25 per Share. If we do not sell 100,000 shares within 90 days
from the date of this prospectus, we will cancel the offering and all funds will
be returned to the investors. In our discretion, we may extend the offering for
an additional 90 days.
We propose to offer the Shares directly through the company's officers,
who will distribute prospectuses to acquaintances, friends, and business
associates. We have not retained the services of a broker-dealer, and do not
expect to pay compensation to any person in connection with the offer and sale
of the Shares. We estimate approximately 100 to 200 prospectuses shall be
distributed in such a manner. None of the company's officers or directors are
associated with a broker-dealer.
If at any time prior to the completion of this offering we enter
negotiations with a possible merger candidate and such a transaction becomes
"probable", then this offering will be suspended so that an amendment can be
filed which will include financial statements (including balance sheets and
statements of cash flow and stockholders' equity) of the proposed target.
Our company's officers, directors, current stockholders and any of
their affiliates may purchase a portion of the Shares offered in this offering,
provided the number purchased by them does not exceed 20% of the number of
Shares sold in this offering. Such purchases may be made, for example, in order
to ensure that the minimum number of Shares (100,000) are sold. Shares purchased
by the company's officers, directors and principal stockholders will be acquired
for investment and not with a view towards distribution.
How to Subscribe
Persons may subscribe by filling in and signing the subscription
agreement and delivering it, prior to the expiration date (as defined below), to
the company. The subscription price of $.25 per Share must be paid in cash or by
check, bank draft or postal express money order payable in U.S. dollars to the
order of "LM Capital Securities, Inc., trustee (Glint Corporation account)".
LITIGATION
The company is not presently a party to any litigation, nor to the
knowledge of management is any litigation threatened against the company.
LEGAL OPINIONS
Ruddy & Muir, L.L.P., Washington, DC, has rendered an opinion that the
Shares will be validly issued when released in accordance with the description
in this prospectus.
28
<PAGE>
EXPERTS
The financial statements included in this prospectus have been examined
by James P. Gately, an independent certified public accountant in Orlando,
Florida, as stated in his opinion given upon the authority of that person as an
expert in accounting and auditing.
ADDITIONAL INFORMATION
We have filed a registration statement with the Securities and Exchange
Commission on Form SB-2 under the Securities Act of 1933 with respect to the
Shares being offered by this prospectus. This prospectus does not contain all of
the information set forth in the registration statement, and descriptions of any
contract or other document filed as an exhibit to the registration statement is
qualified by reference to the contract or document as filed. The registration
statement and related exhibits may be inspected at the Commission's Public
Reference Room at 450 Fifth Street, NW, Washington, D.C. 20549. Reports filed
under the Securities Exchange Act of 1934 can also be inspected at such
reference facility. The public may obtain information on the operation of the
Public Reference Room by calling the Commission at 1-800-SEC-0330.
We will be subject to the reporting requirements of the Securities
Exchange Act, but we are not currently a reporting company. In the event that
our obligation to file such reports is suspended under Section 15(d) of the
Exchange Act, we will file periodic reports voluntarily.
29
<PAGE>
GLINT CORPORATION
(a development stage company)
FINANCIAL STATEMENTS
From April 17, 2000 (inception) through June 30, 2000
Table of Contents
Page no.
Independent Auditors' Report 31
Balance Sheet 32
Statement of Operations 33
Statement of Stockholder's Equity 34
Cash Flow Statement 35
Notes to Financial Statements 36
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholder of
GLINT CORPORATION
(a development stage company)
We have audited the accompanying balance sheet of Glint Corporation, a
development stage company, as of June 30, 2000, and the related statements of
operations, stockholder's equity and cash flows from April 17, 2000 (inception)
through June 30, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on such
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 Glint Corporation as of June
30, 2000 , and the results if its operations and its cash flows for the two
months then ended in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has experienced a loss since inception. The
company's financial position and operating results raise substantial doubt about
its ability to continue as a going concern. Managements plans in regard to these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ Gately & Associates
Gately & Associates
Certified Public Accountant
Orlando, Florida
July 17, 2000
31
<PAGE>
<TABLE>
<CAPTION>
GLINT CORPORATION
(a development stage company)
BALANCE SHEET
As of June 30, 2000
ASSETS
<S> <C>
CURRENT ASSETS
Cash $ 5,000
---------
TOTAL ASSETS $ 5,000
=========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accrued expenses $ 5,120
---------
TOTAL LIABILITIES 5,120
---------
STOCKHOLDER'S EQUITY
Common stock - par value $0.001; 50,000,000 shares
authorized; 5,000,000 issued and outstanding 5,000
Additional paid in capital 4,620
Preferred stock - par value $0.001; 10,000,000 shares
authorized; none issued and outstanding 0
Stock subscription receivable (4,620)
Deficit accumulated during the development stage (5,120)
--------
Total stockholder's equity (120)
---------
TOTAL LIABILITIES AND EQUITY $ 5,000
</TABLE>
The accompanying notes are an integral part of these
financial statements.
32
<PAGE>
<TABLE>
<CAPTION>
GLINT CORPORATION
(a development stage company)
STATEMENT OF OPERATIONS
From April 17, 2000 (Inception) to June 30, 2000
<S> <C>
REVENUE
Sales $ 0
Cost of Sales 0
----------
GROSS PROFIT 0
GENERAL AND ADMINISTRATIVE EXPENSES
Legal and Accounting Fees 5,120
----------
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES 5,120
----------
NET ACCUMULATED DEFICIT $ (5,120)
==========
NET EARNINGS PER SHARE
Basic and Diluted
Net loss per share $ *
Basic and Diluted Weighted Average
Number of Common Shares Outstanding 5,000,000
</TABLE>
* Less than $.01
The accompanying notes are an integral part of these
financial statements.
33
<PAGE>
<TABLE>
<CAPTION>
GLINT CORPORATION
(a development stage company)
STATEMENT OF STOCKHOLDER'S EQUITY From
April 17, 2000 (Inception) through June 30, 2000
Common Stock Accumulated Total
Number Additional During Stockholders'
Of Par Paid In Development Equity
Shares Value Capital Stage (Deficit)
------ ----- ------- ----- ---------
<S> <C> <C> <C> <C> <C>
Balance, April 17, 2000 0 $ 0 $ 0 $ 0 $ 0
Issuance of stock for
$5,000 cash 5,000,000 5,000 4,620 9,620
Issuance of stock subscription
receivable in the above issue (4,620) (4,620)
Net loss (5,120) (5,120)
--------- -------- ---------- ---------- ---------
5,000,000 $ 5,000 $ 0 $ (5,120) $ (120)
========= ======== ========== ========== =========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
34
<PAGE>
<TABLE>
<CAPTION>
GLINT CORPORATION
(a development stage company)
STATEMENT OF CASH FLOWS From April
17, 2000 (Inception) through June 30, 2000
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C>
Net income (loss) $ (5,120)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Increases in accrued expense 5,120
---------
NET CASH PROVIDED OR (USED) IN OPERATIONS 0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 5,000
CASH RECONCILIATION
Net increase (decrease) in cash 5,000
Beginning cash balance 0
---------
CASH BALANCE AT END OF PERIOD $ 5,000
=========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
35
<PAGE>
GLINT CORPORATION
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
As of June 30, 2000
(See Audit Report)
1. Summary of significant accounting policies
Industry. Glint Corporation (the "Company"), a company incorporated in the state
of Delaware on April 17, 2000, plans to locate and negociate with a business
entity for the combination of that target company with the Company. The
combination will normally take the form of a merger, stock-for-stock exchange or
stock-for-assets exchange. In most instances the target company will wish to
structure the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended.
The Company has been formed to provide a method for a foreign or domestic
private company to become a reporting ("public") company whose securities are
qualified for trading in the United States secondary market. No assurances can
be given that the Company will be successful in locating or negotiating with any
targeted company.
Results of Operations and Ongoing Entity. The Company is considered to be an
ongoing entity. The Company's sole stockholder, Sioux Technologies, Inc., and
its owner, Roma Kidd, have agreed to loan the company up to $70,000 to fund its
operations.
Cash and Cash Equivalents. The Company considers cash on hand and amounts on
deposit with financial institutions which have original maturities of three
months or less to be cash and cash equivalents.
Basis of Accounting. The Company's financial statements are prepared in
accordance with generally accepted accounting principles.
Income Taxes. The Company utilizes the asset and liability method to measure and
record deferred income tax assets and liabilities. Deferred tax assets and
liabilities reflect the future income tax effects of temporary differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and are measured using enacted tax
rates that apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Deferred tax assets are
reduced by a valuation allowance when in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. At this time, the Company has set up an allowance for deferred taxes
as there is no company history to indicate the usage of deferred tax assets and
liabilities.
Fair Value of Financial Instruments. The Company's financial instruments may
include cash and cash equivalents, short-term investments, accounts receivable,
accounts payable and liabilities to banks and stockholders. the carrying amount
of long-term det to banks approximates fair value based no interest rates that
are currently available to the Company for issuance of debt with similar terms
and remaining maturities. The carrying amounts of other financial instruments
approximate their fair value because of short-term maturities.
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Concentration of Credit Risk. Financial instruments which potentially expose the
Company to concentrations of credit risk consist principally of operating demand
deposit accounts. The Company's policy is to place its operating demand deposit
accounts with high credit quality financial institutions. At this time the
Company has no deposits that are at risk.
2. Related Party Transactions and Going Concern
The Company's financial statements have been presented on the basis that it is a
going concern in the development stage, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. At
this time the Company has not identified the business that it wishes to engage
in.
The Company's sole stockholder, Sioux Technologies, Inc. and its owner, Roma
Kidd, fund the Company's activities while the Company takes steps to locate and
negotiate with a business entity for combination; however, there can be no
assurance that these activities will be successful.
3. Revenues and Cost Recognition
The Company uses the accrual basis of accounting for financial statement
reporting. Revenues are recognized when products and/or services are shipped
and/or provided and expenses realized when obligations are incurred. Currently
the company is not engaged in a material business or trade.
4. Accrued Expenses
Accrued expenses consist of accrued legal and accounting fees during this stage
of the business.
5. Operating Lease Agreements
The Company has no lease agreements at this time.
6. Stockholder's Equity
Common stock includes 50,000,000 shares authorized at a par value of $0.001, of
which 5,000,000 have been issued for the amount of $5,000 cash and a $4,620
stock subscription receivable. The Company has also authorized 10,000,000 shares
of preferred stock at a par value of $0.001, none of which had been issued.
7. Required Cash Flow Disclosure for Interest and Taxes Paid
The Company has paid no amounts for federal income taxes and interest. there are
no non-cash transactions.
8. Earnings Per Share
Basic earnings per share ("EPS") is computed by dividing earnings available to
common stockholders by the weighted-average number of common shares outstanding
for the period as required by the Financial Accounting Standards Board ("FASB")
under Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
per Share". Diluted EPS reflects the potential dilution of securities that could
share in the earnings.
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Dealer Prospectus Delivery Requirements
Until 90 days after the date when the deposited funds and deposited
securities are released from the Rule 419 trust account, all dealers effecting
transactions in the company's Shares, whether or not participating in this
distribution, may be required to deliver a prospectus. This is in addition to
the obligation of dealers to deliver a prospectus when acting as underwriters
with respect to their unsold allotments or subscriptions.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law provides for the
indemnification of the company's officers, directors and corporate employees and
agents under certain circumstances as follows:
(a) A corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the person's
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstance of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such court shall deem proper.
(c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorney's fees) actually and
reasonably incurred by such person in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
subsections (a) and (b) of this
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section. Such determination shall be made, with respect to a person who is a
director or officer at the time of such determination, (1) by a majority vote of
the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (3) if there
are not such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (4) y the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses including attorneys'
fees incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by such person in any such capacity or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under this section.
(h) For purposes of this Section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation of
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers and employees or agents so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased
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to be a director, officer, employee or agent and shall inure to the benefit of
the heirs, executors, and administrators of such person.
(k) The court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agree ent, vote of stockholders,
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).
Article V of the company's By-laws provides for the indemnification of
the company's officers, directors, and corporate employees and agents under
certain circumstances as follows:
1. Civil and Criminal Actions and Proceedings. The corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a director
or officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, and the corporation may in the discretion of
the directors indemnify any such person serving as an employee or agent of the
corporation or another enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
2. Actions by or in the Right of the Corporation. The corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director or officer of the corporation, or is or was serving at the
request of the corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, and the corporation may
in the discretion of the directors indemnify any such person serving as an
employee or agent of the corporation or another enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation; except that no indemnification shall be made
in respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation unless, and only to the extent that, a court of
competent jurisdiction shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
said court shall deem proper.
3. Expenses. To the extent that a director, officer, employee, or agent
of the corporation entitled to indemnity under this Article IV has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
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4. Individual Determination. Any indemnification under Sections 1 and 2
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 1 and 2. Such determination
shall be made (a) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (c) by the stockholders.
5. Advance Payment of Expenses. Expenses incurred in defending a civil
or criminal action, suit or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or proceeding as authorized by the
board of directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined in accordance with this Article that he is
entitled to be indemnified by the corporation.
6. Scope and Nonexclusivity. The indemnification provided by this
Article V shall not be deemed exclusive of any other rights to which those
seeking indemnification may or would, by effective corporate action, be entitled
under or pursuant to the General Corporation Law of the State of Delaware as
from time to time amended (which rights are hereby incorporated by reference
herein), or under any agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in their official capacities and as to action in
other capacities while holding such offices, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.
7. Insurance. The board of directors may at any time and from time to
time cause the corporation to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Article.
8. Constituent, Resulting and Surviving Corporations. For purposes of
this Article, references to "the corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent of
a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article V with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
The registrant may, at its own expense, maintain insurance to protect
itself and any director, officer, employee or agent of the company against any
such expense, liability or loss, whether or not the company would have the power
to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.
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Item 25. Expenses of Issuance and Distribution
The other expenses payable by the Registrant in connection with the
issuance and distribution of the securities being registered are estimated as
follows:
Trustee's Fee $ 1,000.00
Registration Fee 264.00
Legal Fees 40,000.00
Accounting Fees 11,000.00
Blue Sky Qualification Fees and Expenses 5,000.00
Miscellaneous 2,736.00
------------
TOTAL $ 60,000.00
Item 26. Recent Sales of Unregistered Securities
Securities of the registrant sold by it within the past three years
which were not registered under the Securities Act of 1933 appears below.
1. To founder. (a) In April 2000, the registrant issued 5,000,000
shares of its common stock to its founder.
(b) There was no underwriter.
(c) Such shares were issued for cash in the amount of $5,000.
(d) The above-described transaction was exempt from registration by
virtue of Section 4(2) of the Securities Act of 1933, in that it was a
transaction by an issuer not involving any public offering, there being only one
investor who had access to such information about the registrant as would be
contained in a registration statement.
EXHIBITS
Item 27. Exhibits
3.(i).1 Corrected Certificate of Incorporation
3.(ii).2 By-Laws
4.1 Specimen Certificate of Common Stock
5.0 Opinion of Counsel
10.1 Form of Trust Agreement
23.0 Accountant's Consent to Use Opinion
23.1 Counsel's Consent to Use Opinion
Item 28. Undertakings
The registrant undertakes as follows:
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(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10 (a) (3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the Effective Date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement, including (but
not limited to) any addition or deletion of managing
underwriter;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be treated as a
new registration statement of the securities offered, and the offering of the
securities at that time to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) To deposit into the trust account at the closing, certificates in
such denominations and registered in such names as required by the company to
permit prompt delivery to each purchaser upon release of such securities from
the Trust Account in accordance with Rule 419 of Regulation C under the
Securities Act. Pursuant to Rule 419, these certificates will not be released
until a merger or acquisition is consummated.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to any provisions contained in its Certificate of
Incorporation, by-laws, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in Palm Beach,
Florida., on August 29, 2000.
GLINT CORPORATION
by /s/ Roma Kidd
------------------------
Roma Kidd, President
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
/s/ Roma Kidd August 29, 2000
-----------------------
Roma Kidd President (principal executive officer),
principal financial and accounting officer,
and sole director
