U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(g) of
The Securities Exchange Act of 1934
LEGENDS ENTERPRISES, INC.
-------------------------
(Name of Small Business Issuer in its charter)
Oregon 93-1179335
------------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18848 SE Highway 212
Clackamas, Oregon 07915
---------------------------------------- ---------
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (503) 658-4276
--------------
Securities to be registered pursuant to Section 12(b) of the Act:
none
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
------------
(Title of Class)
Page One of Sixty Eight Pages
Exhibit Index is Located at Page Thirty Three.
<PAGE>
TABLE OF CONTENTS
Page
PART I
Item 1. Description of Business . . . . . . . . . . . . . . . . . . . . . 3
Item 2. Plan of Operation. . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 3. Description of Property. . . . . . . . . . . . . . . . . . . . . . 13
Item 4. Security Ownership of Certain
Beneficial Owners and Management . . . . . . . . . . . . . . . . . 14
Item 5. Directors, Executive Officers, Promoters
and Control Persons. . . . . . . . . . . . . . . . . . . . . . . 14
Item 6. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . 15
Item 7. Certain Relationships and
Related Transactions. . . . . . . . . . . . . . . . . . . . . . 17
Item 8. Description of Securities. . . . . . . . . . . . . . . . . . . . . 18
PART II
Item 1. Market for Common Equities and Related Stockholder
Matters . . . . . . . . . . . . . .. . . . . . . . . . . . . . . 19
Item 2. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . 21
Item 3. Changes in and Disagreements with Accountants. . . . . . . . . . . 21
Item 4. Recent Sales of Unregistered Securities. . . . . . . . . . . . . . 21
Item 5. Indemnification of Directors and Officers. . . . . . . . . . . . . 22
PART F/S
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 22
PART III
Item 1. Index to Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . 33
Item 2. Description of Exhibits. . . . . . . . . . . . . . . . . . . . . . 35
2
<PAGE>
PART I
Item 1. Description of Business
Legends Enterprises, Inc. (the "Company") was incorporated on June 21,
1995, under the laws of the State of Oregon under the name "Legends Diagnostic,
Inc." to engage in any lawful corporate undertaking, including, but not limited
to, selected mergers and acquisitions. The Company changed its name to its
current name in August 2000 pursuant to the affirmative vote its shareholders.
The Company has been in the developmental stage since inception and has no
operations to date. Other than issuing shares to its original shareholders and
engaging in other organizational activity, the Company never commenced any
operational activities. As such, the Company can be defined as a "shell"
company, whose sole purpose at this time is to locate and consummate a merger or
acquisition with a private entity. The Board of Directors of the Company has
elected to commence implementation of the Company's principal business purpose,
described below under "Item 2 - Plan of Operation."
The Company is filing this Registration Statement on a voluntary basis
because the primary attraction of the Company as a merger partner or acquisition
vehicle will be its status as a public company. Any business combination or
transaction will likely result in a significant issuance of shares and
substantial dilution to present stockholders of the Company.
The proposed business activities described herein classify the Company as a
"blank check" company. Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities or undertake any offering of the
Company's securities, either debt or equity, until such time as the Company has
successfully implemented its business plan described herein.
The Company's business is subject to numerous risk factors, including the
following:
The Company has no operating history or revenue and minimal assets. The
Company's financial statements accompanying this Registration Statement have
been prepared assuming that the Company will continue as a going concern, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The financial statements do not include any
adjustment that might result from the outcome of this uncertainty. The Company
has had no operating history nor any revenues or earnings from operations. The
Company has no significant assets or financial resources. The Company will
sustain operating expenses without corresponding revenues, at least until the
consummation of
3
<PAGE>
a business combination. This may result in the Company incurring a net operating
loss which will increase continuously until the Company can consummate a
business combination with a profitable business opportunity. There is no
assurance that the Company can identify such a business opportunity and
consummate such a business combination.
The Company's proposed operations are speculative. The success of the
Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified business
opportunity. The Company may not be successful in locating candidates with
established profitable operations. In the event the Company completes a business
combination, the success of the Company's operations may be dependent upon
management of the successor firm or venture partner firm and numerous other
factors beyond the Company's control.
There is a scarcity of possible merger or acquisition candidates which will
be available to the Company. Many similar companies have greater resources than
the Company. The Company is and will continue to be an insignificant participant
in the business of seeking mergers with, joint ventures with and acquisitions of
small private and public entities. A large number of established and
well-financed entities, including venture capital firms, are active in mergers
and acquisitions of companies which may be desirable target candidates for the
Company. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than the Company and,
consequently, the Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. Moreover, the Company will also compete in seeking merger or
acquisition candidates with numerous other small public companies.
There is no current agreement between the Company and any other entity to
enter into any transaction and there are no standards for a business
combination. The Company has no arrangement, agreement or understanding with
respect to engaging in a merger with, joint venture with or acquisition of, a
private or public entity. The Company may not be successful in identifying and
evaluating suitable business opportunities or in concluding a business
combination. Management has not identified any particular industry or specific
business within an industry for evaluation by the Company. The Company may not
be able to negotiate a business combination on terms favorable to the Company.
The Company has not established a specific length of operating history or a
specified level of earnings, assets, net worth or other criteria which it will
require a target business opportunity to have achieved, and without which the
Company would not consider a business combination in any form with such business
opportunity. Accordingly, the Company may enter into a business combination with
a business
4
<PAGE>
opportunity having no significant operating history, losses, limited or no
potential for earnings, limited assets, negative net worth or other negative
characteristics.
Management intends to devote only limited time to the business of the
Company. While seeking a business combination, each member of management
anticipates devoting up to twenty hours per month to the business of the
Company. None of the Company's officers has entered into a written employment
agreement with the Company and none is expected to do so in the foreseeable
future. The Company has not obtained key man life insurance on any of its
officers or directors. Loss of the services of any of these individuals would
adversely affect development of the Company's business and its continuing
operations. See "Item 5 - Directors, Executive Officers, Promoters and Control
Persons."
Management may participate in other similar businesses to that of the
Company. Officers and directors of the Company may in the future participate in
business ventures which could be deemed to compete directly with the Company.
Additional conflicts of interest and non-arms length transactions may also arise
in the future in the event the Company's officers or directors are involved in
the management of any firm with which the Company transacts business. Management
has adopted a policy that the Company will not seek a merger with, or
acquisition of, any entity in which management serve as officers, directors or
partners, or in which they or their family members own or hold any ownership
interest.
Time and costs associated with a business combination may delay or
eliminate some potential candidates. Sections 13 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") require companies subject thereto to
provide certain information about significant acquisitions, including certified
financial statements for the company acquired, covering one, two, or three
years, depending on the relative size of the acquisition. The time and
additional costs that may be incurred by some target entities to prepare such
statements may significantly delay or essentially preclude consummation of an
otherwise desirable acquisition by the Company. Acquisition prospects that do
not have or are unable to obtain the required audited statements may not be
appropriate for acquisition so long as the reporting requirements of the 1934
Act are applicable.
The Company does not have a marketing organization, nor does it intend to
use any Market Research. The Company has neither conducted, nor have others made
available to it, results of market research indicating that market demand exists
for the transactions contemplated by the Company. Moreover, the Company does not
have, and does not plan to establish, a marketing organization. Even in the
event demand is identified for a merger or acquisition
5
<PAGE>
contemplated by the Company, the Company may not be successful in completing any
such business combination.
Upon closing of a business combination, the Company may be subject to
economic fluctuations. The Company's proposed operations, even if successful,
will result in the Company engaging in a business combination with a business
opportunity. Consequently, the Company's activities may be limited to those
engaged in by business opportunities which the Company merges with or acquires.
The Company's inability to diversify its activities into a number of areas may
subject the Company to economic fluctuations within a particular business or
industry and therefore increase the risks associated with the Company's
operations.
The Company may be regulated by Investment Company Act of 1940. Although
the Company will be subject to regulation under the Securities Exchange Act of
1934, management believes the Company will not be subject to regulation under
the Investment Company Act of 1940, insofar as the Company will not be engaged
in the business of investing or trading in securities. In the event the Company
engages in business combinations which result in the Company holding passive
investment interests in a number of entities, the Company could be subject to
regulation under the Investment Company Act of 1940. In such event, the Company
would be required to register as an investment company and could be expected to
incur significant registration and compliance costs. The Company has obtained no
formal determination from the Securities and Exchange Commission as to the
status of the Company under the Investment Company Act of 1940 and,
consequently, any violation of such Act would subject the Company to additional
reporting requirements, which in turn will result in the Company incurring
additional costs of compliance with such additional regulations.
Control and management will probably change upon consummation of a business
combination. A business combination involving the issuance of the Company's
Common Shares will result in shareholders of a private company obtaining a
controlling interest in the Company. Any such business combination may require
management of the Company to sell or transfer all or a portion of the Company's
Common Shares held by them, or resign as members of the Board of Directors of
the Company. The resulting change in control of the Company could result in
removal of one or more present officers and directors of the Company and a
corresponding reduction in or elimination of their participation in the future
affairs of the Company.
Shareholders percentage of ownership will decrease following a business
combination. The Company's primary plan of operation is based upon a business
combination with a private concern which would result in the Company issuing
securities to shareholders of any such private company. The issuance of
previously authorized and unissued Common Shares of the Company would result in
reduction
6
<PAGE>
in percentage of shares owned by present and prospective shareholders of the
Company and may result in a change in control or management of the Company.
There are disadvantages associated with a blank check offering. The Company
may enter into a business combination with an entity that desires to establish a
public trading market for its shares. A business opportunity may attempt to
avoid what it deems to be adverse consequences of undertaking its own public
offering by seeking a business combination with the Company. Such consequences
may include, but are not limited to, time delays of the registration process,
significant expenses to be incurred in such an offering, loss of voting control
to public shareholders and the inability or unwillingness to comply with various
federal and state laws enacted for the protection of investors.
It is important to structure an acquisition or merger as a "Tax Free"
Transaction. Federal and state tax consequences will be major considerations in
any business combination the Company may undertake. Currently, such transactions
may be structured so as to result in tax-free treatment to both companies,
pursuant to various federal and state tax provisions. The Company intends to
structure any business combination so as to minimize the federal and state tax
consequences to both the Company and the target entity; however, a business
combination may not meet the statutory requirements of a tax-free reorganization
or the parties may not 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 may have an adverse effect on both parties
to the transaction.
There is a requirement that a business opportunity provide audited
financial statements, which may disqualify some business opportunities.
Management of the Company believes that any potential business opportunity must
provide audited financial statements for review, for the protection of all
parties to the business combination. One or more attractive business
opportunities may choose to forego the possibility of a business combination
with the Company, rather than incur the expenses associated with preparing
audited financial statements.
Item 2. Plan of Operation
The Company intends to seek to acquire assets or shares of an entity
actively engaged in business which generates revenues, in exchange for its
securities. The Company has no particular acquisitions in mind and has not
entered into any negotiations regarding such an acquisition. None of the
Company's officers, directors, promoters or affiliates have engaged in any
preliminary contact or discussions with any representative of any other company
regarding the possibility of an acquisition or merger between the
7
<PAGE>
Company and such other company as of the date of this Registration Statement.
The Company has no full time employees. The Company's President and
Secretary/Treasurer have agreed to allocate up to 20 hours per month of their
time to the activities of the Company, without compensation. These officers
anticipate that the business plan of the Company can be implemented by their
devoting such minimal time per month to the business affairs of the Company and,
consequently, conflicts of interest may arise with respect to the limited time
commitment by such officers. See "Item 5 - Directors, Executive Officers,
Promoters and Control Persons - Resumes."
The Company's officers and directors may, in the future, become involved
with other companies who have a business purpose similar to that of the Company.
As a result, additional potential conflicts of interest may arise in the future.
If such a conflict does arise and an officer or director of the Company is
presented with business opportunities under circumstances where there may be a
doubt as to whether the opportunity should belong to the Company or another
"blank check" company they are affiliated with, they will disclose the
opportunity to all such companies. If a situation arises in which more than one
company desires to merge with or acquire that target company and the principals
of the proposed target company has no preference as to which company will merger
or acquire such target company, the company which first filed a registration
statement with the Securities and Exchange Commission will be entitled to
proceed with the proposed transaction.
The Articles of Incorporation, as amended and restated, and Bylaws of the
Company provides that the Company shall possess and may indemnify officers
and/or directors of the Company for liabilities, which can include liabilities
arising under the securities laws. Therefore, assets of the Company could be
used or attached to satisfy any liabilities subject to such indemnification. See
"Part II - Item 5 - Indemnification of Directors and Officers."
General Business Plan
The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of an
Exchange Act registered corporation. The Company will not restrict its search to
any specific business, industry, or geographical location and the Company may
participate in a business venture of virtually any kind or nature. This
discussion of the proposed business is purposefully general and is not meant to
be restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities. Management anticipates that
8
<PAGE>
it may be able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources. See "Part F/S -
Financial Statements." This lack of diversification should be considered a
substantial risk to shareholders of the Company because it will not permit the
Company to offset potential losses from one venture against gains from another.
The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
The Company may acquire assets and establish wholly owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Due to general
economic conditions, rapid technological advances being made in some industries
and shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes), for all shareholders and other factors.
Potentially, available business opportunities may occur 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
extremely difficult and complex.
The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering. The owners of the business
opportunities will, however, incur significant legal and accounting costs in
connection with acquisition of a business opportunity, including the costs of
preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related reports and
documents. The Securities Exchange Act of 1934 (the "34 Act") specifically
requires that any merger or acquisition candidate comply with all applicable
reporting requirements, which include providing audited financial statements to
be included within the numerous filings relevant to complying with the 34 Act.
Nevertheless, the officers and directors of the Company have not conducted
market research and are not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction for the owners of a
business opportunity.
9
<PAGE>
The analysis of new business opportunities will be undertaken by, or under
the supervision of, the officers and directors of the Company, none of whom is a
professional business analyst. Management intends to concentrate on identifying
preliminary prospective business opportunities which may be brought to its
attention through present associations of the Company's officers and directors,
or by the Company's shareholders. In analyzing prospective business
opportunities, management will consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of management
services which may be available and the depth of that management; the potential
for further research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed activities
of the Company; the potential for growth or expansion; the potential for profit;
the perceived public recognition of acceptance of products, services, or trades;
name identification; and other relevant factors. Officers and directors of the
Company expect to meet personally with management and key personnel of the
business opportunity as part of their investigation. To the extent possible, the
Company intends to utilize written reports and personal investigation to
evaluate the above factors. The Company will not acquire or merge with any
company for which audited financial statements cannot be obtained within a
reasonable period of time after closing of the proposed transaction.
Management of the Company, while not especially experienced in matters
relating to the new business of the Company, shall rely upon their own efforts
and, to a much lesser extent, the efforts of the Company's shareholders, in
accomplishing the business purposes of the Company. It is not anticipated that
any outside consultants or advisors will be utilized by the Company to
effectuate its business purposes described herein. However, if the Company does
retain such an outside consultant or advisor, any cash fee earned by such party
will need to be paid by the prospective merger/ acquisition candidate, as the
Company has no cash assets with which to pay such obligation. There have been no
contracts or agreements with any outside consultants and none are anticipated in
the future.
The Company will not restrict its search for any specific kind of firms,
but may acquire a venture which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its corporate
life. It is impossible to predict at this time the status of any business in
which the Company may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer. However, the Company
does not intend to obtain funds in one or more private placements to finance the
operation of any acquired business
10
<PAGE>
opportunity until such time as the Company has successfully consummated such a
merger or acquisition.
It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. Because the Company has no
capital with which to pay these anticipated expenses, present management of the
Company will pay these charges with their personal funds, as interest free loans
to the Company. However, the only opportunity which management has to have these
loans repaid will be from a prospective merger or acquisition candidate.
Management has agreed among themselves that the repayment of any loans made on
behalf of the Company will not impede, or be made conditional in any manner, to
consummation of a proposed transaction.
Acquisition of Opportunities
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may also
acquire stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition, the Company's
directors may, as part of the terms of the acquisition transaction, resign and
be replaced by new directors without a vote of the Company's shareholders or may
sell their stock in the Company. Any terms of sale of the shares presently held
by officers and/or directors of the Company will be also afforded to all other
shareholders of the Company on similar terms and conditions. Any and all such
sales will only be made in compliance with the securities laws of the United
States and any applicable state.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has successfully consummated a merger or acquisition and the Company is no
longer considered a "shell" company. Until such time as this occurs, the Company
will not attempt to register any additional securities. The issuance of
substantial additional securities and their potential sale into any trading
market which may develop in the Company's securities may have a depressive
effect on the value of the Company's securities in the future, if such a market
develops, of which there is no assurance.
11
<PAGE>
While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company, would retain less than
20% of the issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors of the
Company will meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis of verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. The manner in which the
Company participates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative negotiation strength of the
Company and such other management.
With respect to any merger or acquisition, negotiations with target company
management is expected to focus on the percentage of the Company which the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will hold a
substantially lesser percentage ownership interest in the Company following any
merger or acquisition. The percentage ownership may be subject to significant
reduction in the event the Company acquires a target company with substantial
assets. Any merger or acquisition effected by the Company can be expected to
have a significant dilutive effect on the percentage of shares held by the
Company's then shareholders.
The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.
12
<PAGE>
As stated hereinabove, the Company will not acquire or merge with any
entity which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The Company
is subject to all of the reporting requirements included in the 34 Act. Included
in these requirements is the affirmative duty of the Company to file independent
audited financial statements as part of its Form 8-K to be filed with the
Securities and Exchange Commission upon consummation of a merger or acquisition,
as well as the Company's audited financial statements included in its annual
report on Form 10-K (or 10-KSB, as applicable). If such audited financial
statements are not available at closing, or within time parameters necessary to
insure the Company's compliance with the requirements of the 34 Act, or if the
audited financial statements provided do not conform to the representations made
by the candidate to be acquired in the closing documents, the closing documents
will provide that the proposed transaction will be voidable, at the discretion
of the present management of the Company. If such transaction is voided, the
agreement will also contain a provision providing for the acquisition entity to
reimburse the Company for all costs associated with the proposed transaction.
Competition
The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Company's combined extremely limited financial resources and limited
management availability, the Company will continue to be at a significant
competitive disadvantage compared to the Company's competitors. In the event the
Company is competing with another entity similar to that of the Company with the
exception for the fact that the other company has assets to offer any merger or
acquisition candidate, it is doubtful that the Company will be able to
successfully consummate such a transaction.
Item 3. Description of Property
The Company has no properties and at this time has no agreements to acquire
any properties. The Company intends to attempt to acquire assets or a business
in exchange for its securities which assets or business is determined to be
desirable for its objectives.
The Company operates from its offices at 18848 SE Highway 212, Clackamas,
Oregon 97015. This space is provided to the Company on a rent free basis by
Thomas J. Bolera, an officer, director and a principal shareholder of the
Company and it is anticipated that this arrangement will remain until such time
as the Company successfully consummates a merger or acquisition. Management
13
<PAGE>
believes that this space will meet the Company's needs for the foreseeable
future.
Item 4. Security Ownership of Certain Beneficial Owners and
Management
The table below lists the beneficial ownership of the Company's voting
securities by each person known by the Company to be the beneficial owner of
more than 5% of such securities, as well as the securities of the Company
beneficially owned by all directors and officers of the Company. Unless
otherwise indicated, the shareholders listed possess sole voting and investment
power with respect to the shares shown.
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent of
Title of Class Owner Owner Class
-------------- ----- ----- -----
Common Thomas J. Bolera 240,000 48%
18848 SE Highway 212
Clackamas, OR 97015
Common Tia C. Fernandez 100,000 20%
18848 SE Highway 212
Clackamas, OR 97015
Common All Officers and 340,000 68%
Directors as a
Group (2 person)
The balance of the Company's outstanding Common Shares are held by 8
persons.
Item 5. Directors, Executive Officers, Promoters and Control
Persons.
The directors and officers of the Company are as follows:
Name Age Position
---- --- --------
Thomas J. Bolera 43 President and Director
Tia C. Fernandez 29 Secretary/Treasurer and
Director
The above listed officers and directors will serve until the next annual
meeting of the shareholders or until their death, resignation, retirement,
removal, or disqualification, or until their successors have been duly elected
and qualified. Vacancies in the existing Board of Directors are filled by
majority vote of the remaining Directors. Officers of the Company serve at the
will
14
<PAGE>
of the Board of Directors. There is no family relationship between any executive
officer and director of the Company.
Resumes
Dr. Thomas J. Bolera, President and director. Dr. Bolera has held his
positions with the Company since its inception. From January 1998 through
December 1999, Dr. Bolera was President, Chief Executive Officer and a director
of Tessa Complete Health Care, Inc., a publicly held Georgia corporation engaged
in the creation and development of a national network of multidisciplinary
chiropractic medical clinics throughout the United States. Dr. Bolera resigned
his position as a director of Tessa in March 2000. In addition, Dr. Bolera began
practicing as a chiropractor in Portland, Oregon in 1981. After successfully
operating a clinic for eight years, he purchased two additional practices in the
Portland area and thereafer, expanded his holdings to a total of six clinics
which he either owns or operates. Dr. Bolera completed his undergraduate work at
Portland State University graduating in 1975 and continued on to earn his
Doctorate of Chiropractic from Cleveland Chiropractic College of Los Angeles in
1980. Dr Bolera is licensed in Alaska, California, Colorado, Illinois, Oregon
and Washington. He devotes only such time as necessary to the business of the
Company, which time is expected to be nominal.
Tia C. Fernandez, Secretary, Treasurer and director. Ms. Fernandez has been
Secretary/Treasurer and a director of the Company since inception. In addition,
from December 1998 through September 2000, Ms. Fernandez was Assistant Secretary
and then Secretary of Tessa Complete Health Care, Inc., a publicly held Georgia
corporation engaged in the creation and development of a national network of
multidisciplinary chiropractic medical clinics throughout the United States.
From May 1991 through February 1998, Ms. Fernandez was employed by Capacity
Unlimited, Inc., Clackamas, Oregon, where her responsibilities included payroll,
human resources, accounting and secretarial duties. Ms. Fernandez devotes only
such time as necessary to the business of the Company, which is expected to be
nominal.
Prior "Blank Check" Experience
Neither Dr. Bolera nor Ms. Fernandez have been involved in any prior "blank
check" company.
Item 6. Executive Compensation.
Neither of the Company's officers and directors receive any compensation
for their respective services rendered unto the Company, nor have they received
such compensation in the past. They each have agreed to act without compensation
until authorized by the Board of Directors, which is not expected to occur until
the
15
<PAGE>
Company has generated revenues from operations after consummation of a merger or
acquisition. As of the date of this Registration Statement, the Company has no
funds available to pay directors. Further, none of the directors are accruing
any compensation pursuant to any agreement with the Company.
It is possible that, after the Company successfully consummates a merger or
acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of the Company's management for the purposes
of providing services to the surviving entity, or otherwise provide other
compensation to such persons. However, the Company has adopted a policy whereby
the offer of any post-transaction remuneration to members of management will not
be a consideration in the Company's decision to undertake any proposed
transaction. Each member of management has agreed to disclose to the Company's
Board of Directors any discussions concerning possible compensation to be paid
to them by any entity which proposes to undertake a transaction with the Company
and further, to abstain from voting on such transaction. Therefore, as a
practical matter, if each member of the Company's Board of Directors is offered
compensation in any form from any prospective merger or acquisition candidate,
the proposed transaction will not be approved by the Company's Board of
Directors as a result of the inability of the Board to affirmatively approve
such a transaction.
It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to the Company. In the event the
Company consummates a transaction with any entity referred by associates of
management, it is possible that such an associate will be compensated for their
referral in the form of a finder's fee. It is anticipated that this fee will be
either in the form of restricted common stock issued by the Company as part of
the terms of the proposed transaction, or will be in the form of cash
consideration. However, if such compensation is in the form of cash, such
payment will be tendered by the acquisition or merger candidate, because the
Company has insufficient cash available. The amount of such finder's fee cannot
be determined as of the date of this Registration Statement, but is expected to
be comparable to consideration normally paid in like transactions. No member of
management of the Company will receive any finders fee, either directly or
indirectly, as a result of their respective efforts to implement the Company's
business plan outlined herein.
No retirement, pension, profit sharing, stock option or insurance programs
or other similar programs have been adopted by the Company for the benefit of
its employees.
16
<PAGE>
Item 7. Certain Relationships and Related Transactions.
Conflicts of Interest
Members of the Company's management are associated with other firms
involved in a range of business activities. Consequently, there are potential
inherent conflicts of interest in their acting as officers and directors of the
Company. Insofar as the officers and directors are engaged in other business
activities, management anticipates it will devote only a minor amount of time to
the Company's affairs.
The officers and directors of the Company are now and may in the future
become shareholders, officers or directors of other companies which may be
formed for the purpose of engaging in business activities similar to those
conducted by the Company. Accordingly, additional direct conflicts of interest
may arise in the future with respect to such individuals acting on behalf of the
Company or other entities. In order to attempt to resolve this conflict of
interest, in the event a potential merger or acquisition candidate is brought to
management's attention, the company whose registration statement first satisfied
all of the SEC's comments will be provided the initial opportunity to engage in
the relevant transaction.
Moreover, additional conflicts of interest may arise with respect to
opportunities which come to the attention of the Company's management in the
performance of their duties or otherwise. The Company does not currently have a
right of first refusal pertaining to opportunities that come to management's
attention insofar as such opportunities may relate to the Company's proposed
business operations.
The officers and directors are, so long as they are officers or directors
of the Company, subject to the restriction that all opportunities contemplated
by the Company's plan of operation which come to their attention, either in the
performance of their duties or in any other manner, will be considered
opportunities of, and be made available to the Company and the companies that
they are affiliated with on an equal basis. A breach of this requirement will be
a breach of the fiduciary duties of the officer or director. If the Company or
the companies in which the officers and directors are affiliated with both
desire to take advantage of an opportunity, then said officers and directors
would abstain from negotiating and voting upon the opportunity. However, all
directors may still individually take advantage of opportunities if the Company
should decline to do so. Except as set forth above, the Company has not adopted
any other conflict of interest policy with respect to such transactions.
17
<PAGE>
Other
The Company's principal place of business is provided to the Company on a
rent free basis by Thomas J. Bolera, an officer and director and a principal
shareholder of the Company. In addition, it is anticipated that the Company will
become indebted to Dr. Bolera if and when obligations arise in the future, as
the Company has insufficient financial resources to tender any outstanding
payment.
There are no other related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.
Item 8. Description of Securities.
The Company's authorized capital stock consists of 125,000,000 shares, of
which 25,000,000 shares are Preferred Shares, no par value per share, and
100,000,000 are Common Shares, par value $0.001 per share. There are 500,000
Common Shares issued and outstanding as of the date of this filing. There are no
preferred shares issued or outstanding.
Common Stock. All shares of Common Stock have equal voting rights and, when
validly issued and outstanding, are entitled to one vote per share in all
matters to be voted upon by shareholders. The shares of Common Stock have no
preemptive, subscription, conversion or redemption rights and may be issued only
as fully- paid and nonassessable shares. Cumulative voting in the election of
directors is not permitted, which means that the holders of a majority of the
issued and outstanding shares of Common Stock represented at any meeting at
which a quorum is present will be able to elect the entire Board of Directors if
they so choose and, in such event, the holders of the remaining shares of Common
Stock will not be able to elect any directors. In the event of liquidation of
the Company, each shareholder is entitled to receive a proportionate share of
the Company's assets available for distribution to shareholders after the
payment of liabilities and after distribution in full of preferential amounts,
if any. All shares of the Company's Common Stock issued and outstanding are
fully-paid and nonassessable. Holders of the Common Stock are entitled to share
pro rata in dividends and distributions with respect to the Common Stock, as may
be declared by the Board of Directors out of funds legally available therefor.
Preferred Shares. Shares of Preferred Stock may be issued from time to time
in one or more series as may be determined by the Board of Directors. The voting
powers and preferences, the relative rights of each such series and the
qualifications, limitations and restrictions thereof shall be established by the
Board of Directors, except that no holder of Preferred Stock shall have
preemptive rights. The Company has no shares of Preferred
18
<PAGE>
Stock outstanding, and the Board of Directors does not plan to issue any shares
of Preferred Stock for the foreseeable future, unless the issuance thereof shall
be in the best interests of the Company.
The proposed business activities described herein classify the Company as a
"blank check" company. Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities until such time as the Company has
successfully implemented its business plan described herein.
PART II
Item 1. Market Price for Common Equity and Related Stockholder
Matters.
There is no trading market for the Company's Common Stock at present and
there has been no trading market to date. Management has not undertaken any
discussions, preliminary or otherwise, with any prospective market maker
concerning the participation of such market maker in the aftermarket for the
Company's securities and management does not intend to initiate any such
discussions until such time as the Company has consummated a merger or
acquisition. There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.
a. Market Price. The Company's Common Stock is not quoted at the present
time.
The Securities and Exchange Commission adopted Rule 15g-9, which
established the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth
19
<PAGE>
the basis on which the broker or dealer made the suitability determination; and
(ii) that the broker or dealer received a signed, written agreement from the
investor prior to the transaction. Disclosure also has to be made about the
risks of investing in penny stock in both public offering and in secondary
trading, and about commissions payable to both the broker-dealer and the
registered representative, current quotations for the securities and the rights
and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.
Management intends to strongly consider undertaking a transaction with any
merger or acquisition candidate which will allow the Company's securities to be
traded on a national exchange. However, there can be no assurances that, upon a
successful merger or acquisition, the Company will qualify its securities for
listing on NASDAQ or some other national exchange, or be able to maintain the
maintenance criteria necessary to insure continued listing. The failure of the
Company to qualify its securities or to meet the relevant maintenance criteria
after such qualification in the future may result in the discontinuance of the
inclusion of the Company's securities on a national exchange. In such event,
trading, if any, in the Company's securities may then continue in the OTC
Bulletin Board operated by the NASD or another low volume market, presuming that
such a listing is approved, of which there can be no assurance. As a result, a
shareholder may find it more difficult to dispose of, or to obtain accurate
quotations as to the market value of, the Company's securities.
b. Holders. There are ten (10) holders of the Company's Common Stock. In
June 1995, the Company issued 500 of its Common Shares at $1.00 per share for an
aggregate of $500. Thereafter, in August 2000, the Company undertook a forward
split of its issued and outstanding common shares, whereby 1,000 shares of
common stock were issued in exchange for every one share then issued and
outstanding, in order to establish the number of issued and outstanding common
shares of the Company at 500,000. All of the issued and outstanding shares of
the Company's Common Stock were issued in accordance with the exemption from
registration afforded by Section 4(2) of the Securities Act of 1933.
As of the date of this Registration Statement, 500,000 shares of the
Company's Common Stock are eligible for sale under Rule 144 promulgated under
the Securities Act of 1933, as amended, subject to certain limitations included
in said Rule. In general, under Rule 144, a person (or persons whose shares are
aggregated), who has satisfied a one year holding period, under certain
circumstances, may sell within any three-month period a number of shares which
does not exceed the greater of one percent of the then outstanding Common Stock
or the average weekly trading volume
20
<PAGE>
during the four calendar weeks prior to such sale. Rule 144 also permits, under
certain circumstances, the sale of shares without any quantity limitation by a
person who has satisfied a two-year holding period and who is not, and has not
been for the preceding three months, an affiliate of the Company.
c. Dividends. The Company has not paid any dividends to date and has no
plans to do so in the immediate future.
Item 2. Legal Proceedings.
There is no litigation pending or threatened by or against the Company.
Item 3. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure.
The Company has not changed accountants since its formation and there are
no disagreements with the findings of said accountants.
Item 4. Recent Sales of Unregistered Securities.
In June 1995, the Company issued 500 shares of its common stock to 10
persons at a price of $1.00 per share. These shares were issued pursuant to
exemption from the registration requirements included under the Securities Act
of 1933, as amended, including but not necessarily limited to Section 4(2) of
said Act. Each shareholder was either an "accredited investor" (as that term is
defined in the 1933 Act), or were provided all information necessary in order to
allow each investor to exercise their respective business judgment as to the
merits of the investment. All of the shares of Common Stock of the Company
previously issued have been issued for investment purposes in a "private
transaction" and are "restricted" shares as defined in Rule 144 under the
Securities Act of 1933, as amended (the "Act"). These shares may not be offered
for public sale except under Rule 144, or otherwise, pursuant to the Act.
As of the date of this Registration Statement, all of the issued and
outstanding shares of the Company's Common Stock are eligible for sale under
Rule 144 promulgated under the Securities Act of 1933, as amended, subject to
certain limitations included in said Rule. Any liquidation by the current
shareholders after closing of a merger or acquisition and subsequent listing of
the Company's common stock for trading may have a depressive effect upon the
trading prices of the Company's securities in any future market which may
develop.
In general, under Rule 144, a person (or persons whose shares are
aggregated) who has satisfied a one year holding period, under certain
circumstances, may sell within any three-month period a
21
<PAGE>
number of shares which does not exceed the greater of one percent of the then
outstanding Common Stock or the average weekly trading volume during the four
calendar weeks prior to such sale. Rule 144 also permits, under certain
circumstances, the sale of shares without any quantity limitation by a person
who has satisfied a two year holding period and who is not, and has not been for
the preceding three months, an affiliate of the Company.
Item 5. Indemnification of Directors and Officers.
The Company's Amended and Restated Articles of Incorporation incorporate
the provisions of the Oregon Business Corporation Act providing for the
indemnification of officers and directors and other persons against expenses,
judgments, fines and amounts paid in settlement in connection with threatened,
pending or completed suits or proceedings against such persons by reason of
serving or having served as officers, directors or in other capacities, except
in relation to matters with respect to which such persons shall be determined
not to have acted in good faith and in the best interests of the Company. With
respect to matters as to which the Company's officers and directors and others
are determined to be liable for misconduct or negligence, including gross
negligence in the performance of their duties to the Company, Oregon law
provides for indemnification only to the extent that the court in which the
action or suit is brought determines that such person is fairly and reasonably
entitled to indemnification for such expenses which the court deems proper.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to officers, directors or persons controlling the Company pursuant
to the foregoing, the Company has been informed that in the opinion of the U.S.
Securities and Exchange Commission such indemnification is against public policy
as expressed in the 1933 Act, and is therefore unenforceable.
PART F/S
Financial Statements.
The audited financial statements for the fiscal years ended December 31,
1999 and 1998 and the unaudited financial statements for the six month period
ended June 30, 2000 of the Company are attached to this Registration Statement
and filed as a part hereof. See page 23.
1) Table of Contents - Financial Statements 2) Independent Auditors' Report
3) Balance Sheet 4) Statement of Operations 5) Statement of Cash Flows 6)
Statement of Shareholders' Equity 7) Notes to Financial Statements
22
<PAGE>
LEGENDS ENTERPRISES, INC.
Audited Financial Statements
For the Years Ended December 31, 1999 and 1998
and the Period June 21, 1995 (Inception)
through December 31, 1999
and
Unaudited Financial Statements
For the Six Month Period Ended June 20, 2000
23
<PAGE>
LEGENDS ENTERPRISES, INC.
(formerly Legends Diagnostic, Inc.)
(a development stage company)
INDEX TO FINANCIAL STATEMENTS
Page
----
Independent Auditors' Report F-2
Balance sheets F-3
Statements of operations F-4 - F-5
Statement of stockholders' equity F-6
Statements of cash flows F-7
Notes to financial statements F-8 - F-9
F-1
24
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Legends Enterprises, Inc.
Clackamas, Oregon
We have audited the accompanying balance sheet of Legends Enterprises, Inc.
(formerly Legends Diagnostic, Inc.) (a development stage company), as of
December 31, 1999 and 1998 and the related statements of operations,
shareholders' equity (deficit), and cash flows for the years then ended and for
the period June 21, 1995 (inception) through December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 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 Legends Enterprises, Inc.
(formerly Legends Diagnostic, Inc.) (a development stage company) at December
31, 1999 and 1998 and the results of its operations and its cash flows for the
years then ended and for the period June 21, 1995 (inception) through December
31, 1999, 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 5 to the
financial statements, the Company has suffered losses from operations and has a
lack of net capital that raise substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are also
described in Note 5. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
HORTON & COMPANY, L.L.C.
Wayne, New Jersey
September 20, 2000
F-2
25
<PAGE>
<TABLE>
LEGENDS ENTERPRISES, INC.
(formerly Legends Diagnostic, Inc.)
(a development stage company)
BALANCE SHEET
ASSETS
<CAPTION>
June 30, December 31,
2000 1999
-------------- --------------
(unaudited)
<S> <C> <C>
Cash $ - $ -
-------------- --------------
Total assets $ - $ -
============== ==============
STOCKHOLDERS' EQUITY
Stockholders' equity:
Common stock, $.001 par value
100,000,000 shares authorized
500,000 shares issued and outstanding $ 500 $ 500
Preferred stock, no par value
25,000,000 shares authorized
no shares issued and outstanding - -
Deficit accumulated during the development stage (500) (500)
-------------- --------------
Total stockholders' equity - -
-------------- --------------
Total liabilities and stockholders' equity $ - $ -
============== ==============
See notes to financial statements
</TABLE>
F-3
26
<PAGE>
<TABLE>
LEGENDS ENTERPRISES, INC.
(formerly Legends Diagnostic, Inc.)
(a development stage company)
STATEMENTS OF OPERATIONS
<CAPTION>
June 21, 1995
Year ended December 31, (inception)
------------------------------ through
1999 1998 December 31, 1999
------------------------------ -----------------
<S> <C> <C> <C>
Revenues $ - $ - $ -
Selling, general and administrative - - (500)
------------ ------------ -----------------
Net loss $ - $ - $ (500)
============ ============ =================
Basic loss per share $ .00 $ .00 $ .00
============ ============ =================
Weighted average common shares outstanding 500,000 500,000 500,000
============ ============ =================
See notes to financial statements
</TABLE>
F-4
27
<PAGE>
<TABLE>
LEGENDS ENTERPRISES, INC.
(formerly Legends Diagnostic, Inc.)
(a development stage company)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
Six-month period
ended June 30,
-----------------------
2000 1999
--------- ----------
<S> <C> <C>
Revenues $ - $ -
Selling, general and administrative expenses - -
--------- ----------
Net loss $ - $ -
========= ==========
Basic loss per share $ .00 $ .00
========= ==========
Weighted average common shares outstanding 500,000 500,000
========= ==========
See notes to financial statements
</TABLE>
F-5
28
<PAGE>
<TABLE>
LEGENDS ENTERPRISES, INC.
(formerly Legends Diagnostic, Inc.)
(a development stage company)
STATEMENT OF STOCKHOLDERS' EQUITY
<CAPTION>
Deficit
Accumulated
Number of Additional During the
Shares Common Paid-in Development
Common Stock Stock Capital Stage Total
------------ ------ ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Balance at June 21, 1995 (inception) - $ - $ - $ - $ -
Stock issued for cash advances made on
behalf of the Company at $.001 per share 500,000 500 - - 500
Net loss - - - (500) (500)
------------ ------ ---------- ----------- ---------
Balance at December 31, 1995 500,000 500 - (500) -
Net loss - - - - -
------------ ------ ---------- ----------- ---------
Balance at December 31, 1996, 1997,
1998, and 1999 500,000 $ 500 $ - $ (500) $ -
============ ====== ========== =========== =========
See notes to financial statements
</TABLE>
F-6
29
<PAGE>
<TABLE>
LEGENDS ENTERPRISES, INC.
(formerly Legends Diagnostic, Inc.)
(a development stage company)
STATEMENTS OF CASH FLOWS
<CAPTION>
June 21, 1995
Year ended December 31, (inception)
----------------------- through
1999 1998 December 31, 1999
-------- -------- -----------------
<S> <C> <C> <C>
Net loss $ - $ - $ (500)
-------- -------- -----------------
Adjustments to reconcile net loss to net cash
used in operating activities:
Issuance of common stock for cash advances - - 500
-------- -------- -----------------
Net cash used in operating activities - - -
-------- -------- -----------------
Net increase (decrease) in cash - - -
Cash, beginning of period - - -
-------- -------- -----------------
Cash, end of period $ - $ - $ -
======== ======== =================
See notes to financial statements
</TABLE>
F-7
30
<PAGE>
LEGENDS ENTERPRISES, INC.
(formerly Legends Diagnostic, Inc.)
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
1. Summary of Significant Accounting Policies
Legends Enterprises, Inc. (the "Company") (a development stage company)
was incorporated in the State of Oregon in June 21, 1995, under the
name of "Legends Diagnostic, Inc." Effective August 17, 2000, the
Company's articles of incorporation were amended to change the name to
"Legends Enterprises, Inc." The Company was formed to engage in any
lawful corporate undertaking. Since inception, the Company has not
generated any revenues from its principal business activity.
Development stage
The Company entered the development stage in accordance with SFAS No. 7
on June 21, 1995. Its purpose is to evaluate, structure and complete a
merger with, or acquisition a privately owned corporation.
Statement of cash flows
For the purpose of the statement of cash flows, the Company considers
demand deposits and highly liquid-debt instruments purchased with a
maturity of three months or less to be cash equivalents.
Basic (loss) per common share
Basic (loss) per common share is computed by dividing the net loss for
the period by the weighted average number of shares outstanding.
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts. Actual results could
differ from those estimates.
F-8
31
<PAGE>
2. Capital stock
The Company initially authorized 500 shares of par value common stock.
On June 21, 1995, the Company issued 500 shares of common stock for
cash advances paid on behalf of the Company of $500. Effective August
17, 2000, the Company's articles of incorporation were amended to
provide for the issuance of 100,000,000 shares of $.001 par value
common stock and 25,000,000 shares of no par value preferred stock.
Concurrent therewith, the Company's Board approved a 1,000-for-1
forward split of the Company's common stock resulting in 500,000 common
shares outstanding. The Company's capital structure, weighted average
common shares and loss per share information has been restated for all
periods presented to give retroactive effect to the stock split.
3. Related party events
The Company maintains a mailing address at an officer's place of
business. This address is located at 18848 SE Highway 212, Clackamas,
OR 97015. At this time the Company has no need for an office. As of
December 31, 1999, management has incurred a minimal amount of time and
expense on behalf of the Company.
4. Income taxes
At December 31, 1999, the Company had a net operating loss carryforward
available of approximately $500 which, if not used, will expire in the
year 2010.
The Company follows Financial Accounting Standards Board Statement No.
109, "Accounting for Income Taxes" (SFAS #109), which requires, among
other things, an asset and liability approach to calculating deferred
income taxes. As of December 31, 1999, the Company has a deferred tax
asset of $150 arising from its net operating loss carryforward which
has been fully reserved through a valuation allowance. There was no
change in the valuation allowance for the years ended December 31, 1999
or 1998.
5. Basis of presentation
In the course of its development activities the company has sustained
continuing losses and expects such losses to continue for the
foreseeable future. The Company's management plans on advancing funds
on an as needed basis and in the longer term, revenues from the
operations of a merger candidate, if found. The Company's liability to
continue as a going concern is dependant on these additional management
advances, and, ultimately, upon achieving profitable operations through
a merger certificate.
6. Subsequent event
The Company will be filing a Form 10-SB with the Securities and
Exchange Commission to become a reporting company under the 1934
Securities Act.
F-9
32
<PAGE>
PART III
Item 1. Exhibit Index
No. Sequential
--- Page No.
--------
(3) Articles of Incorporation and Bylaws
3.1 Articles of Incorporation 35
3.2 Amended and Restated Articles of Incorporation 38
3.2 Bylaws 45
(27) Financial Data Schedule
27.1 Financial Data Schedule 67
33
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
LEGENDS ENTERPRISES, INC.
(Registrant)
Date: October 3, 2000
By:s/ Thomas J. Bolera
---------------------------
Thomas J. Bolera,
President
34
<PAGE>
LEGENDS ENTERPRISES, INC.
---------------------------
EXHIBIT 3.1
---------------------------
ARTICLES OF INCORPORATION
---------------------------
35
<PAGE>
Submit the original SECRETARY OF STATE This Space for Office Use Only
and one true copy Corporation Division
Business Registry
Registry Number: 158 12th Street NE
Salem,OR 97310-0210
-------------------- (503) 576-4168
ARTICLES OF INCORPORATION
Business Corporation
PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK
ARTICLE 1: Name of the corporation: Legends Diagnostic, Inc.
---------------------------------------
Note: The name must contain the word "Corporation","Company",
"Incorporated", or "Limited", or an abbreviation of one of such
words.
ARTICLE 2: Number of shares the corporation will have authority to issue: 500
----
no par
------
ARTICLE 3: Name of the initial registered agent: Thomas J. Bolera
------------------------------
Address of initial registered office (must be a street address in
Oregon which is identical to the registered agent's business
office):
18848 SE Hwy 212 Clackamas Oregon 97015
--------------------------------------------------------------------
Street and number City Zip Code
Mailing address of registered agent (If different from the
registered office):
Oregon
--------------------------------------------------------------------
Street and number of PO Box City Zip Code
ARTICLE 4: Address where the Division may mail notices:(Attn:) Thomas J. Bolera
-----------------------
18848 SE Hwy 212 Clackamas Oregon 97015
--------------------------------------------------------------------
Street and number of PO Box City Zip Code
ARTICLE 5: Name and address of each incorporator:
Thomas J. Bolera 18848 SE Hwy 212 Clackamas, OR 97015
---------------------------- ---------------------------------------
Wael Naime 1157 N. Seville Pl. Fullerton, CA 93633
---------------------------- ---------------------------------------
36
<PAGE>
ARTICLES OF INCORPORATION
BUSINESS CORPORATION
PAGE 2
Name of the corporation: Legends Diagnostic, Inc.
-------------------------------------------------------
ARTICLE 6: Name and address of each director (optional):
------------------------------ ---------------------------------
------------------------------ ---------------------------------
------------------------------ ---------------------------------
ARTICLE 7: Other optional provisions:
Execution: s/Thomas J. Bolera Thomas J.Bolera Incorporator
--------------------------------------------------------------------
Signature Printed Name Title
s/Wael Naime Wael Naime Incorporator
--------------------------------------------------------------------
Signature Printed Name Title
Incorporator
--------------------------------------------------------------------
Signature Printed Name Title
Person to contact about this filing: Thomas J. Bolera (503) 658-7993
--------------------------------------------
Name Daytime phone number
Make check payable to the Corporation Division. Submit the completed form and
fee to: Corporation Division, Business Registry, 158 12th Street NE, Salem,
Oregon 97310- 0210
37
<PAGE>
LEGENDS ENTERPRISES, INC.
----------------------------------
EXHIBIT 3.2
----------------------------------
RESTATED ARTICLES OF INCORPORATION
----------------------------------
38
<PAGE>
Phone: (503) 986-2200
Fax: (503) 378-4381 Restated Articles of Incorporation-
Business/Professional/Nonprofit
----------------------------------------------------------------------------
Secretary of State Check the appropriate box below: For office use only
Corporation Division [X] BUSINESS/PROFESSIONAL CORPORATION
255 Capital St.NE (Complete only 1, 2, 3, 5, 6, 7) FILED
Suite 151 [ ] NONPROFIT CORPORATION Aug 17 2000
Salem, OR 97310-1327 (Complete only 1, 2, 3, 5, 6, 7) OREGON
Registry Number: 463857-87 SECRETARY OF STATE
----------------------
Attach Additional Sheet If Necessary
Please Type or Print Legibly in Black Ink
--------------------------------------------------------------------------------
1) Name of Corporation Prior to Amendment Legends Diagnostic, Inc.
-------------------------------------
2) New Name of the Corporation (if changed) Legends Enterprises, Inc.
-----------------------------------
3) A Copy of the Restated Articles Must Be Attached
--------------------------------------------------------------------------------
|
BUSINESS/PROFESSIONAL CORPORATION ONLY | NONPROFIT CORPORATION ONLY
|
4) Check the Appropriate Statement | 5) Check the Appropriate Statement
|
[ ] The restated articles contain | [ ] The restated articles contain
amendments which do not require | amendments which do not require
shareholder approval. The date of | membership approval.The date of the
the adoption of the amendments | adoption of the amendments and
and restated articles was ________.| restated articles was ____________.
These amendments were duly adopted | These amendments were duly adopted
by the board of directors. | by the board of directors.
|
[X] The restated articles contain | [ ] The restated articles contain
amendments which require | amendments which require
shareholder approval. The date of | membership approval. The date of
the adoption of the amendments and | the adoption of the amendments and
restated articles was 08/01/00 . | restated articles was ____________.
The vote of the shareholders was as| The vote of the members was as
follows: | follows:
|
-------------------------------------- | ---------------------------------------
| Number of
Class or Number of Number of votes| Class(es) Number of votes
series of shares entitled to | entitled members entitled entitled to
shares outstanding be cast | to vote to vote be cast
--------- ----------- ---------------| -------- ---------------- -------------
Common 500 500 |
|
Number of votes Number of votes | Number of votes Number of votes
cast cast | cast cast
FOR AGAINST | FOR AGAINST
--------------- --------------- | --------------- ---------------
500 0 |
-------------------------------------- | ---------------------------------------
|
[ ] The corporation has not issued any |
shares of stocks. Shareholder |
action was not required to adopt |
the restated articles. The restated|
articles were adopted by the |
incorporators or by the board of |
directors. |
--------------------------------------------------------------------------------
6) Execution
Printed Name Title
Thomas J. Bolera s/Thomas J. Bolera President
---------------------- --------------------------- --------------------
--------------------------------------------------------------------------------
7) Contact Name Daytime Phone Number - Including Area Code
Andrew I. Telsey (303) 768-9221
--------------------------------- ------------------------------------------
-----------------------------------
FEES
---------------------------------
Make check for $10 payable to
"Corporation Division."
NOTE: Filing fees may be paid
with VISA or MasterCard. The
card number and expiration date
should be submitted on a separate
sheet for your protection
-----------------------------------
CR114 (Rev. 12/99)
39
<PAGE>
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
LEGENDS DIAGNOSTIC, INC.
The undersigned corporation, pursuant to the provisions of the Oregon
Business Corporation Act, as amended, adopts the following Amended and Restated
Articles of Incorporation:
FIRST: The new name of the corporation shall be "LEGENDS ENTERPRISES, INC."
SECOND: The purposes for which the corporation is organized and its powers
are as follows:
A. To engage in any lawful business or activity for which corporations
may be organized under the laws of the State of Oregon; and
B. To have, enjoy, and exercise all of the rights, powers, and
privileges conferred upon corporation incorporated pursuant to Oregon law,
whether now or hereafter in effect, and whether or not herein specifically
mentioned.
THIRD: The aggregate number of shares which the corporation shall have
authority to issue is 125,000,000, of which 25,000,000 shall be Preferred
Shares, no par value per share, and 100,000,000 shall be Common Shares, $.001
par value per share, and the designations, preferences, limitations and relative
rights of the shares of each such class are as follows:
A. Preferred Shares
The corporation may divide and issue the Preferred Shares into series.
Preferred Shares of each series, when issued, shall be designated to
distinguish it from the shares of all other series of the class of
Preferred Shares. The Board of Directors is hereby expressly vested with
authority to fix and determine the relative rights and preferences of the
shares of any such series so established to the fullest extent permitted by
these Articles of Incorporation and the laws of the State of Oregon in
respect to the following:
(a) The number of shares to constitute such series, and the
distinctive designations thereof;
(b) The rate and preference of dividend, if any, the time of
payment of dividend, whether dividends are cumulative and the date
from which any dividend shall accrue;
(c) Whether the shares may be redeemed and, if so, the redemption
price and the terms and conditions of redemption;
40
<PAGE>
(d) The amount payable upon shares in the event of involuntarily
liquidation;
(e) The amount payable upon shares in the event of voluntary
liquidation;
(f) Sinking fund or other provisions, if any, for the redemption
or purchase of shares;
(g) The terms and conditions on which shares may be converted, if
the shares of any series are issued with the privilege of conversion;
(h) Voting powers, if any; and
(i) Any other relative right and preferences of shares of such
series, including, without limitation, any restriction on an increase
in the number of shares of any series theretofore authorized and any
limitation or restriction of rights or powers to which shares of any
further series shall be subject.
B. Common Shares
(a) The rights of holders of the Common Shares to receive
dividends or share in the distribution of assets in the event of
liquidation, dissolution or winding up of the affairs of the
Corporation shall be subject to the preferences, limitations and
relative rights of the Preferred Shares fixed in the resolution or
resolutions which may be adopted from time to time by the Board of
Directors of the corporation providing for the issuance of one or more
series of the Preferred Shares.
(b) The holders of the Common Shares shall have unlimited voting
rights and shall constitute the sole voting group of the corporation,
except to the extent any additional voting groups or groups may
hereafter be established in accordance with the Oregon Business
Corporation Act, and shall be entitled to one vote for each share of
Common Shares held by them of record at the time for determining the
holders thereof entitled to vote.
FOURTH: The corporate powers shall be exercised by or under the authority
of, and the business and affairs of the corporation shall be managed under the
direction of, a board of directors. The number of directors of the corporation
shall be fixed by the bylaws, or if the bylaws fail to fix such a number, then
by resolution adopted from time to time by the board of directors, provided that
the number of directors shall not be less than one (1).
FIFTH: Cumulative voting shall not be permitted in the election of
directors or otherwise.
SIXTH: Except as the bylaws adopted by the shareholders may provide for a
greater quorum requirement, a majority of the votes entitled to be cast on any
matter by each voting group entitled to vote on a matter shall constitute a
quorum of that voting group for action on that matter at any meeting of
shareholders. Except as bylaws adopted by the shareholders may provide for a
greater voting requirement and except as is otherwise provided by the Oregon
Business Corporation Act, with respect to action on amendment to these Articles
of Incorporation, on a plan of merger or share exchange, on the disposition of
substantially all of the property of the corporation, on the
41
<PAGE>
granting of consent to the disposition of property by an entity controlled by
the corporation, and on the dissolution of the corporation, action on a matter
other than the election of directors is approved if a quorum exists and if the
votes cast favoring the action exceed the votes cast opposing the action. Any
bylaw adding, changing, or deleting a greater quorum or voting requirement for
shareholders shall meet the same quorum requirement and be adopted by the same
vote required to take action under the quorum and voting requirements then in
effect or proposed to be adopted, whichever are greater.
SEVENTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and the same are
in furtherance of and not in limitation or exclusion of the powers conferred by
law.
A. Conflicting Interest Transactions. As used in this paragraph,
"conflicting interest transactions" means a contract or transaction between
the corporation and a director of the corporation or between the
corporation and an entity in which a director of the corporation is a
general partner, director, officer or trustee or has a material financial
interest. No conflicting interest transaction shall be void or voidable
solely because the conflicting interest transaction involves a director of
the corporation or an entity in which a director of the corporation is a
general partner, director, officer or trustee or has a material financial
interest, or solely because the director is present at or participates in
the meeting of the corporation's board of directors or of the committee of
the board of directors which authorizes, approves or ratifies a conflicting
interest transaction, or solely because the director's vote is counted for
such purpose, if: (a) the material facts as to the director's relationship
or interest are disclosed or are known to the board of directors or the
committee, and the board of directors or committee in good faith
authorizes, approves or ratifies the conflicting interest transaction by
the affirmative vote of a majority of the disinterested directors, even
though the disinterested directors are less than quorum; or (b) the
material facts as to the director's relationship or interest are disclosed
or are known to the shareholders entitled to vote thereon, and the
conflicting interest transaction is specifically authorized, approved or
ratified in good faith by a vote of the shareholders; or (c) a conflicting
interest transaction is fair as to the corporation as of the time it is
authorized, approved or ratified by the board of directors, a committee
thereof, or the shareholders. A conflicting interest transaction may not be
authorized, approved or ratified by a single director.
B. Loans and Guarantees for the Benefit of Directors. Neither the
board of directors nor any committee thereof shall authorize a loan by the
corporation to a director of the corporation or to an entity in which a
director of the corporation is a director or officer or has a financial
interest, or a guaranty by the corporation of an obligation of a director
of the corporation or of an obligation of an entity in which a director of
the corporation is a director or officer or has a financial interest,
unless (a) the particular loan or guarantee is approved by a majority of
the votes represented by the outstanding voting shares of all classes,
voting as a single group, excluding the votes of shares owned by or voted
under the control of the benefited director; or (b) the corporation's board
of directors determine that the loan or guarantee benefits the corporation
and either approves the specific loan or guarantee or a general plan
authorizing such loans and guarantees.
C. Indemnification. The corporation shall indemnify, to the maximum
extent permitted by law, any person who is or was a director, officer,
agent, fiduciary or employee
42
<PAGE>
of the corporation against any claim, liability or expense arising against
or incurred by such person made party to a proceeding because he is or was
a director, officer, agent, fiduciary or employee of the corporation or
because he is or was serving another entity or employee benefit plan as a
director, officer, partner, trustee, employee, fiduciary or agent at the
corporation's request. The corporation shall further have the authority to
the maximum extent permitted by law to purchase and maintain insurance
providing such indemnification.
D. Limitation on Director's Liability. No director of this corporation
shall have any personal liability for monetary damages to the corporation
or its shareholders for beach of his fiduciary duty as a director, except
that this provision shall not eliminate or limit the personal liability of
a director to the corporation or its shareholders for monetary damages for:
(i) any breach of the director's duty of loyalty to the corporation or its
shareholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) voting for or
assenting to a distribution in violation of Section 60.367 of the Oregon
Business Corporation Act or the Articles of Incorporation if it is
established that the director did not perform his duties in compliance with
Section 60.357 of the Oregon Business Corporation Act, provided that the
personal liability of a director in this circumstances shall be limited to
the amount of the distribution which exceeds what could have been
distributed without violation of Section 60.367 of the Oregon Business
Corporation Act or the Articles of Incorporation; or (iv) any transaction
from which the director directly or indirectly derives an improper personal
benefit. Nothing contained herein will be construed to deprive any director
of his right to all defenses ordinarily available to a director nor will
anything herein be construed to deprive any director of any right he may
have for contribution from any other director or other person.
E. Negation of Equitable Interests in Shares or Rights. Unless a
person is recognized as a shareholder through procedures established by the
corporation pursuant to Section 60.234 of the Oregon Business Corporation
Act or any similar law, the corporation shall be entitled to treat the
registered holder of any shares of the corporation as the owner thereof for
all purposes permitted by the Oregon Business Corporation Act, including
without limitation all rights deriving from such shares, and the
corporation shall not be bound to recognize any equitable or other claim
to, or interest in, such shares or rights deriving from such shares on the
part of any other person including without limitation, a purchaser,
assignee or transferee of such shares, unless and until such other person
becomes the registered holder of such shares or is recognized as such,
whether or not the corporation shall have either actual or constructive
notice of the claimed interest of such other person. By way of example and
not of limitation, until such other person has become the registered holder
of such shares or is recognized pursuant to Section 60.234 of the Oregon
Business Corporation Act or any similar applicable law, he shall not be
entitled: (i) to receive notice or the meetings of the shareholders; (ii)
to vote at such meetings; (iii) to examine a list of the shareholders; (iv)
to be paid dividends or other distributions payable to shareholders; or (v)
to own, enjoy and exercise any other rights deriving from such shares
against the corporation. Nothing contained herein will be construed to
deprive any beneficial shareholder, as defined in Section 60.551(1) of the
Oregon Business Corporation Act, of any right he may have pursuant to
Section 60.551 through 60.594 of the Oregon Business Corporation Act or any
subsequent law.
The undersigned, being the duly elected President and Secretary of LEGENDS
DIAGNOSTIC, INC., an Oregon corporation (the "Company"), hereby certify that the
Amended and
43
<PAGE>
Restated Articles of Incorporation above set forth were adopted by unanimous
consent of the Board of Directors of the Company and approved by unanimous
consent of the shareholders holding all of the issued and outstanding Common
Stock of the Company on August 1 , 2000.
Dated this 16th day of August , 2000.
LEGENDS DIAGNOSTIC, INC.
By: s/Thomas J. Bolera
-----------------------------------
Thomas J. Bolera, President
And: s/Tia C. Fernandez
----------------------------------
Tia C. Fernandez, Secretary
44
<PAGE>
LEGENDS ENTERPRISES, INC.
---------------------------------
EXHIBIT 3.3
---------------------------------
BYLAWS
---------------------------------
45
<PAGE>
INDEX TO THE BYLAWS OF
LEGENDS DIAGNOSTIC, INC.
ARTICLE I - OFFICES.......................................................... 1
SECTION 1. Offices..................................................... 1
SECTION 2. Registered Office........................................... 1
ARTICLE II - SHAREHOLDERS.................................................... 1
SECTION 1. Annual Meeting.............................................. 1
SECTION 2. Special Meetings............................................ 2
SECTION 3. Place of Meetings........................................... 2
SECTION 4. Notice of Meeting........................................... 2
SECTION 5. Fixing of Record Date....................................... 3
SECTION 6. Voting Lists................................................ 3
SECTION 7. Recognition Procedure for Beneficial Owners................. 4
SECTION 8. Quorum and Manner of Acting................................. 4
SECTION 9. Proxies..................................................... 4
SECTION 10. Voting of Shares........................................... 5
SECTION 11. Corporation's Acceptance of Votes.......................... 6
SECTION 12. Informal Action by Shareholders............................ 7
SECTION 13. Meetings by Telecommunication.............................. 7
ARTICLE III - BOARD OF DIRECTORS............................................. 7
SECTION 1. General Powers.............................................. 7
SECTION 2. Number, Qualifications and Tenure........................... 7
SECTION 4. Regular Meetings............................................ 8
SECTION 5. Special Meetings............................................ 8
SECTION 6. Notice...................................................... 8
SECTION 7. Quorum...................................................... 9
SECTION 8. Manner of Acting............................................ 9
SECTION 9. Compensation................................................ 9
SECTION 10. Presumption of Assent...................................... 9
SECTION 11. Committees................................................. 9
SECTION 12. Informal Action by Directors............................... 10
SECTION 13. Telephonic Meetings........................................ 10
SECTION 14. Standard of Care........................................... 10
ARTICLE IV - OFFICERS AND AGENTS............................................. 10
SECTION 1. General..................................................... 10
SECTION 2. Appointment and Term of Office.............................. 11
SECTION 3. Resignation and Removal..................................... 11
i
46
<PAGE>
SECTION 4. Vacancies................................................... 11
SECTION 5. President................................................... 11
SECTION 6. Vice Presidents............................................. 12
SECTION 7. Secretary................................................... 12
SECTION 8. Treasurer................................................... 12
SECTION 9. Standard of Conduct......................................... 13
ARTICLE V - STOCK............................................................ 13
SECTION 1. Certificates................................................ 13
SECTION 2. Consideration for Shares.................................... 14
SECTION 3. Lost Certificates........................................... 14
SECTION 4. Transfer of Shares.......................................... 14
SECTION 5. Transfer Agent, Registrars and Paying Agents................ 15
ARTICLE VI - INDEMNIFICATION OF CERTAIN PERSONS.............................. 15
SECTION 1. Indemnification............................................. 15
SECTION 2. Right to Indemnification.................................... 16
SECTION 3. Effect of Termination of Action............................. 16
SECTION 4. Groups Authorized to Make Indemnification Determination..... 16
SECTION 5. Court-Ordered Indemnification............................... 17
SECTION 6. Advance of Expenses......................................... 17
SECTION 7. Additional Indemnification to Certain Persons Other Than
Directors.......................................................... 17
SECTION 8. Witness Expenses............................................ 17
ARTICLE VII - INSURANCE...................................................... 17
SECTION 1. Provision of Insurance...................................... 17
ARTICLE VIII - MISCELLANEOUS................................................. 18
SECTION 1. Seal........................................................ 18
SECTION 2. Fiscal Year................................................. 18
SECTION 3. Amendments.................................................. 18
SECTION 4. Receipt of Notices by the Corporation....................... 18
SECTION 5. Gender...................................................... 18
SECTION 6. Conflicts................................................... 18
SECTION 7. Definitions................................................. 18
CERTIFICATE.................................................................. 19
ii
47
<PAGE>
BYLAWS
OF
LEGENDS DIAGNOSTIC, INC.
ARTICLE I - OFFICES
SECTION 1. Offices. The principal office of the corporation shall be
designated from time to time by the corporation and may be within or outside of
Oregon.
The corporation may have such other offices, either within or outside of
the State of Oregon, as the board of directors may designate or as the business
of the corporation may require from time to time.
SECTION 2. Registered Office. The registered office of the corporation,
required by the Oregon Business Corporation Act to be maintained in the State of
Oregon, may be, but need not be, identical with the principal office in the
State of Oregon, and the address of the registered office may be changed from
time to time by the board of directors.
ARTICLE II - SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be
held during the month of June of each year on a date and at a time fixed by the
board of directors of the corporation (or by the president in the absence of
action by the board of directors) beginning with the year 1996, for the purpose
of electing directors and for the transaction of such other business as may come
before the meeting. If the election of directors is not held on the day fixed as
provided herein for any annual meeting of the shareholders, or any adjournment
thereof, the board of directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as it may conveniently be held.
A shareholder may apply to the circuit court in the county in Oregon where
the corporation's principal office is located or, if the corporation has no
principal office in Oregon, to the circuit court of the county in which the
corporation's registered office is located to seek an order that a shareholder
meeting be held (i) if an annual meeting was not held within six months after
the close of the corporation's most recently ended fiscal year or fifteen months
after its last annual meeting, whichever is earlier, or (ii) if the shareholder
participated in a proper call of or proper demand for a special meeting and
notice of the special meeting was not given within thirty days after the date of
the call or the date the last of the demands necessary to require calling of the
meeting was received by the corporation pursuant to ss. 60.207 of the Oregon
Business Corporation Act, or the special meeting was not held in accordance with
the notice.
1
48
<PAGE>
SECTION 2. Special Meetings. Unless otherwise prescribed by statute,
special meetings of the shareholders may be called for any purpose by the
president or by the board of directors. The president shall call a special
meeting of the shareholders if the corporation receives one or more written
demands for the meeting, stating the purpose or purposes for which it is to be
held, signed and dated by holders of shares representing at least ten percent of
all the votes entitled to be cast on any issue proposed to be considered at the
meeting.
SECTION 3. Place of Meetings. The board of directors may designate any
place, either within or outside of the State of Oregon, as the place for any
annual meeting or any special meeting called by the board of directors. A waiver
of notice signed by all shareholders entitled to vote at a meeting may designate
any place, either within or outside the State of Oregon, as the place for such
meeting. If no designation is made, or if a special meeting is called other than
by the board, the place of meeting shall be the principal office of the
corporation.
SECTION 4. Notice of Meeting. Written notice stating the place, date and
hour of the meeting shall be given not less than ten nor more than sixty days
before the date of the meeting, unless any other longer notice period is
required by the Oregon Business Corporation Act. The secretary shall be required
to give such notice only to shareholders entitled to vote at the meeting except
as otherwise required by the Oregon Business Corporation Act.
Notice of a special meeting shall include a description of the purpose or
purposes of the meeting. Notice of an annual meeting need not include a
description of the purpose or purposes of the meeting except the purpose or
purposes shall be stated with respect to (i) an amendment to the articles of
incorporation of the corporation; (ii) a merger or share exchange in which the
corporation is a party and, with respect to a share exchange, in which the
corporation's shares will be acquired; (iii) a sale, lease, exchange or other
disposition, other than in the usual and regular course of business, of all or
substantially all of the property of the corporation or of another entity which
this corporation controls, in each case with or without the goodwill; (iv) a
dissolution of the corporation; (v) restatement of the articles of
incorporation; or (vi) any other purpose for which a statement of purpose is
required by the Oregon Business Corporation Act. Notice shall be given
personally or by mail, private carrier, telegraph, teletype or other form of
wire or wireless communication by or at the direction of the president, the
secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed and if in a comprehensible
form, such notice shall be deemed to be given when deposited in the United
States mail, properly addressed to the shareholder at his address as it appears
in the corporation's current record of shareholders, with first class postage
prepaid. If notice is given other than by mail, and provided that such notice is
in a comprehensible form, the notice is given and effective on the date actually
received by the shareholder.
When a meeting is adjourned to another date, time or place, notice need not
be given of the new date, time or place if the new date, time or place of such
meeting is announced before adjournment at the meeting at which the adjournment
is taken. At the adjourned meeting the corporation may transact any business
which may have been transacted at the original meeting. If the adjournment is
for more than 120 days, or if a new record date is fixed for the adjourned
meeting, a new notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting as of the new record date.
A shareholder may waive notice of a meeting before or after the time and
date of the meeting by a writing signed by such shareholder. Such waiver shall
be delivered to the corporation for filing with
2
49
<PAGE>
the corporate records, but this delivery and filing shall not be conditions to
the effectiveness of the waiver. Further, by attending a meeting either in
person or by proxy, a shareholder waives objection to lack of notice or
defective notice of the meeting unless the shareholder objects at the beginning
of the meeting to the holding of the meeting or the transaction of business at
the meeting because of lack of notice or defective notice. By attending the
meeting, the shareholder also waives any objection to consideration at the
meeting of a particular matter not within the purpose or purposes described in
the meeting notice unless the shareholder objects to considering the matter when
it is presented.
SECTION 5. Fixing of Record Date. For the purpose of determining
shareholders entitled to (i) notice of or to vote at any meeting of shareholders
or any adjournment thereof, (ii) receive distributions or share dividends, (iii)
demand a special meeting, or (iv) make a determination of shareholders for any
other proper purpose, the board of directors may fix a future date as the record
date for any such determination of shareholders, such date in any case to be not
more than seventy days, and, in case of a meeting of shareholders, not less than
ten days, prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If no record date is fixed by the
directors, the record date shall be the day before the notice of the meeting it
given to shareholders, or the date on which the resolution of the board of
directors providing for a distribution is adopted, as the case may be. When a
determination of shareholders entitled to vote at any meeting of shareholders is
made as provided in this Section, such determination shall apply to any
adjournment thereof unless the board of directors fixes a new record date, which
it must do if the meeting is adjourned to a date more than 120 days after the
date fixed for the original meeting. Unless otherwise specified when the record
date is fixed, the time of day for such determination shall be as of the
corporation's close of business on the record date.
Notwithstanding the above, the record date for determining the shareholders
entitled to take action without a meeting or entitled to be given notice of
action so taken shall be the date of a writing upon which the action is taken is
first received by the corporation. The record date for determining shareholders
entitled to demand a special meeting shall be the date of the earliest of any of
the demands pursuant to which the meeting is called.
SECTION 6. Voting Lists. After a record date is fixed for a shareholder's
meeting, the secretary shall make, beginning two business days after notice of
the meeting has been given, a complete list of the shareholders entitled to be
given notice of such meeting or any adjournment thereof. The list shall be
arranged by voting group by class or series of shares, shall be in alphabetical
order within each class or series, and shall show the address of and the number
of shares of each class or series held by each shareholder. For the period
beginning two business days after notice of the meeting is given and continuing
through the meeting and any adjournment thereof, this list shall be kept on file
at the principal office of the corporation, or at a place (which shall be
identified in the notice) in the city where the meeting will be held. Such list
shall be available for inspection on written demand by any shareholder
(including for the purpose of this Section 6 any holder of voting trust
certificates) or his agent or attorney during regular business hours and during
the period available for inspection. The original stock transfer books shall be
prima facie evidence as to who are the shareholders entitled to examine such
list or transfer books or to vote at any meeting of shareholders.
Any shareholder, his agent or attorney may copy the list during regular
business hours and during the period it is available for inspection, provided
(i) the demand is made in good faith and for a purpose reasonably related to the
demanding shareholder's interest as a shareholder, (ii) the shareholder
describes with reasonable particularity the purpose and the records the
shareholder desires to inspect,
3
50
<PAGE>
(iii) the records are directly connected with the described purpose, and (iv)
the shareholder pays a reasonable charge covering the costs of labor and
materials for such copies, not to exceed the estimated cost of production and
reproduction.
SECTION 7. Recognition Procedure for Beneficial Owners. The board of
directors may adopt by resolution a procedure whereby a shareholder of the
corporation may certify in writing to the corporation that all or a portion of
the shares registered in the name of such shareholder are held for the account
of a specified person or persons. The resolution may set forth (i) the types of
nominees to which it applies; (ii) the rights or privileges that the corporation
will recognize in a beneficial owner, which may include rights and privileges
other than voting; (iii) the form of certification and the information to be
contained therein; (iv) if the certification is with respect to a record date,
the time within which the certification must be received by the corporation; (v)
the period for which the nominee's use of the procedure is effective; and (vi)
such other provisions with respect to the procedure as the board deems necessary
or desirable. Upon receipt by the corporation of a certificate complying with
the procedure established by the board of directors, the person specified in the
certification shall be deemed, for the purpose or purposes set forth in the
certification, to be the registered holders of the number of shares specified in
place of the shareholder making the certification.
SECTION 8. Quorum and Manner of Acting. A majority of the votes entitled to
be cast on a matter by a voting group represented in person or by proxy shall
constitute a quorum of that voting group for action on the matter. If less than
one-third of such votes are represented at a meeting, a majority of the votes so
represented may adjourn the meeting from time to time without further notice,
for a period not to exceed 120 days for any one adjournment. If a quorum is
present at such adjourned meeting, any business may be transacted which might
have been transacted at the meeting as originally noticed. The shareholders
present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum, unless the meeting is adjourned and a new record date is set for
the adjourned meeting.
If a quorum exists, action on a matter other than the election of directors
by a voting group is approved if the votes cast within the voting group favoring
the action exceed the votes cast within the voting group opposing the action,
unless the vote of a greater number or voting by classes is required by law or
the articles of incorporation.
SECTION 9. Proxies. At all meetings of shareholders, a shareholder may vote
by proxy by signing an appointment form or similar writing, either personally or
by his duly authorized attorney-in- fact. A shareholder may also appoint a proxy
by transmitting or authorizing the transmission of a telegram, teletype, or
other electronic transmission providing a written statement of the appointment
to the proxy, a proxy solicitor, proxy support service organization, or other
person duly authorized by the proxy to receive appointments as agent for the
proxy, or to the corporation. The transmitted appointment shall set forth or be
transmitted with written evidence from which it can be determined that the
shareholder transmitted or authorized the transmission of the appointment. The
proxy appointment form or similar writing shall be filed with the secretary of
the corporation before or at the time of the meeting. The appointment of a proxy
is effective when received by the corporation and is valid for eleven months
unless a different period is expressly provided in the appointment form or
similar writing.
Any complete copy, including an electronically transmitted facsimile, of an
appointment of a proxy may be substituted for or used in lieu of the original
appointment for any purpose for which the original appointment could be used.
4
51
<PAGE>
Revocation of a proxy does not affect the right of the corporation to
accept the proxy's authority unless (i) the corporation had notice that the
appointment was coupled with an interest and notice that such interest is
extinguished is received by the secretary or other officer or agent authorized
to tabulate votes before the proxy exercises his authority under the
appointment, or (ii) other notice of the revocation of the appointment is
received by the secretary or other officer or agent authorized to tabulate votes
before the proxy exercises his authority under the appointment. Other notice of
revocation may, in the discretion of the corporation, be deemed to include the
appearance at a shareholders' meeting of the shareholder who granted the proxy
and his voting in person on any matter subject to a vote at such meeting.
The death or incapacity of the shareholder appointing a proxy does not
affect the right of the corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his authority
under the appointment.
The corporation shall not be required to recognize an appointment made
irrevocable if it has received a writing revoking the appointment signed by the
shareholder (including a shareholder who is a successor to the shareholder who
granted the proxy) either personally or by his attorney-in-fact, notwithstanding
that the revocation may be a breach of an obligation of the shareholder to
another person not to revoke the appointment.
Subject to Section 11 and any express limitation on the proxy's authority
appearing on the appointment form, the corporation is entitled to accept the
proxy's vote or other action as that of the shareholder making the appointment.
SECTION 10. Voting of Shares. Each outstanding share, regardless of class,
shall be entitled to one vote, except in the election of directors, and each
fractional share shall be entitled to a corresponding fractional vote on each
matter submitted to a vote at a meeting of shareholders, except to the extent
that the voting rights of the shares of any class or classes are limited or
denied by the articles of incorporation as permitted by the Oregon Business
Corporation Act. Cumulative voting shall not be permitted in the election of
directors or for any other purpose. Each holder of stock shall be entitled to
vote in the election of directors and shall have as many votes for each of the
shares owned by him as there are directors to be elected and for whose election
he has the right to vote.
At each election of directors, that number of candidates equalling the
number of directors to be elected, having the highest number of votes cast in
favor of their election, shall be elected to the board of directors.
Except as otherwise ordered by a court of competent jurisdiction upon a
finding that the purpose of this Section would not be violated in the
circumstances presented to the court, the shares of the corporation are not
entitled to be voted if they are owned, directly or indirectly, by a second
corporation, domestic or foreign, and the first corporation owns, directly or
indirectly, a majority of the shares entitled to vote for directors of the
second corporation except to the extent the second corporation holds the shares
in a fiduciary capacity.
Redeemable shares are not entitled to be voted after notice of redemption
is mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company or other
5
52
<PAGE>
financial institution under an irrevocable obligation to pay the holders the
redemption price on surrender of the shares.
SECTION 11. Corporation's Acceptance of Votes. If the name signed on a
vote, consent, waiver, proxy appointment, or proxy appointment revocation
corresponds to the name of a shareholder, the corporation, if acting in good
faith, is entitled to accept the vote, consent, waiver, proxy appointment or
proxy appointment revocation and give it effect as the act of the shareholder.
If the name signed on a vote, consent, waiver, proxy appointment or proxy
appointment revocation does not correspond to the name of a shareholder, the
corporation, if acting in good faith, is nevertheless entitled to accept the
vote, consent, waiver, proxy appointment or proxy appointment revocation and to
give it effect as the act of the shareholder if:
(i) the shareholder is an entity and the name signed purports to be
that of an officer or agent of the entity;
(ii) the name signed purports to be that of an administrator,
executor, guardian or conservator representing the shareholder and, if the
corporation requests, evidence of fiduciary status acceptable to the
corporation has been presented with respect to the vote, consent, waiver,
proxy appointment or proxy appointment revocation;
(iii) the name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the corporation requests, evidence of
this status acceptable to the corporation has been presented with respect
to the vote, consent, waiver, proxy appointment or proxy appointment
revocation;
(iv) the name signed purports to be that of a pledgee, beneficial
owner or attorney-in- fact of the shareholder and, if the corporation
requests, evidence acceptable to the corporation of the signatory's
authority to sign for the shareholder has been presented with respect to
the vote, consent, waiver, proxy appointment or proxy appointment
revocation;
(v) two or more persons are the shareholder as co-tenants or
fiduciaries and the name signed purports to be the name of at least one of
the co-tenants or fiduciaries, and the person signing appears to be acting
on behalf of all the co-tenants or fiduciaries; or
(vi) the acceptance of the vote, consent, waiver, proxy appointment or
proxy appointment revocation is otherwise proper under rules established by
the corporation that are not inconsistent with this Section 11.
The corporation is entitled to reject a vote, consent, waiver, proxy
appointment or proxy appointment revocation if the secretary or other officer or
agent authorized to tabulate votes, acting in good faith, has reasonable basis
for doubt about the validity of the signature on it or about the signatory's
authority to sign for the shareholder.
Neither the corporation nor its officers nor any agent who accepts or
rejects a vote, consent, waiver, proxy appointment or proxy appointment
revocation in good faith and in accordance with the standards of this Section is
liable for damages for the consequences of the acceptance or rejection, unless a
court of competent jurisdiction determines otherwise.
6
53
<PAGE>
SECTION 12. Informal Action by Shareholders. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if a written consent (or counterparts thereof) that sets forth the
action so taken is signed by all of the shareholders entitled to vote with
respect to the subject matter thereof and received by the corporation. Such
consent shall have the same force and effect as a unanimous vote of the
shareholders and may be stated as such in any document. Action taken under this
Section 12 is effective as of the date the last writing necessary to effect the
action is received by the corporation, unless all of the writing specify a
different effective date, in which case such specified date shall be the
effective date for such action. The record date for determining shareholders
entitled to take action without a meeting is the date the corporation first
receives a writing upon which the action is taken.
If notice of a proposed action is required by the Georgia Business
Corporation Act to be given to nonvoting shareholders and such action is to be
taken by unanimous consent of the voting shareholders, the corporation must give
written notice to the nonvoting shareholders at least ten days before the action
is taken and shall contain or be accompanied by the same materials which would
have been required to be sent to nonvoting shareholders in a notice of meeting
at which the proposed action would have been submitted to the voting
shareholders for action.
SECTION 13. Meetings by Telecommunication. Any or all of the shareholders
may participate in an annual or special shareholders' meeting by, or the meeting
may be conducted through the use of, any means of communication by which all
persons participating in the meeting may hear each other during the meeting. A
shareholder participating in a meeting by this means is deemed to be present in
person at the meeting.
ARTICLE III - BOARD OF DIRECTORS
SECTION 1. General Powers. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
managed under the direction of, its board of directors, except as otherwise
provided in the Oregon Business Corporation Act or the articles of
incorporation.
SECTION 2. Number, Qualifications and Tenure. The number of directors of
the corporation shall be fixed from time to time by the board of directors, but
in no instance shall there be less than one director or that number otherwise
required by law and no decrease in the number of directors shall have the effect
of shortening the term of any incumbent director. A director shall be a natural
person who is eighteen years of age or older. A director need not be a resident
of the State of Oregon or a shareholder of the corporation.
Directors shall be elected at each annual meeting of shareholders. Each
director shall hold office until the next annual meeting of shareholders
following his election and thereafter until his successor shall have been
elected and qualified. Directors shall be removed in the manner provided by the
Oregon Business Corporation Act. Any director may be removed by the shareholders
of the voting group that elected the director, with or without cause, at a
meeting called for that purpose. The notice of the meeting shall state that the
purpose or one of the purposes of the meeting is removal of the director. A
director may be removed only if the number of votes cast in favor of removal
exceeds the number of votes cast against removal.
7
54
<PAGE>
SECTION 3. Vacancies. Any director may resign at any time by giving written
notice to the board of directors, its chairperson or the corporation. Such
resignation shall take effect at the time the notice is received by the
corporation unless the notice specifies a later effective date. Unless otherwise
specified in the notice of resignation, the corporation's acceptance of such
resignation shall not be necessary to make it effective. Any vacancy on the
board of directors may be filled by the affirmative vote of a majority of all
the directors remaining in office. If elected by the directors, the director
shall hold office until the next annual shareholders' meeting at which directors
are elected. If elected by the shareholders, the director shall hold office for
the unexpired term of his predecessor in office; except that, if the director's
predecessor was elected by the directors to fill a vacancy, the director elected
by the shareholders shall hold office for the unexpired term of the last
predecessor elected by the shareholders.
SECTION 4. Regular Meetings. A regular meeting of the board of directors
shall be held without notice immediately after and at the same place as the
annual meeting of shareholders. The board of directors may provide by resolution
the time and place, either within or outside the State of Oregon, for the
holding of additional regular meetings without other notice.
SECTION 5. Special Meetings. Special meetings of the board of directors may
be called by or at the request of the president or any two directors. The person
or persons authorized to call special meetings of the board of directors may fix
any place, either within or outside the State of Oregon, as the place for
holding any special meeting of the board of directors called by them, provided
that no meeting shall be called outside the State of Oregon unless a majority of
the board of directors has so authorized.
SECTION 6. Notice. Notice of the date, time and place of any special
meeting shall be given to each director at least two days prior to the meeting
by written notice either personally delivered or mailed to each director at his
business address, or by notice transmitted by private courier, telegraph, telex,
electronically transmitted facsimile or other form of wire or wireless
communication. If mailed, such notice shall be deemed to be given and to be
effective on the earlier of (i) five days after such notice is deposited in the
United States mail, properly addressed, with first class postage prepaid, or
(ii) the date shown on the return receipt, if mailed by registered or certified
mail, return receipt requested, provided that the return receipt is signed by
the director to whom the notice is addressed. If notice is given by telex,
electronically transmitted facsimile or other similar form of wire or wireless
communication, such notice shall be deemed to be given and to be effective when
sent, and with respect to a telegram, such notice shall be deemed to be given
and to be effective when the telegram is delivered to the telegraph company. If
a director has designated in writing one or more reasonable addresses or
facsimile numbers for delivery of notice to him, notice sent by mail, telegraph,
telex, electronically transmitted facsimile or other form of wire or wireless
communication shall not be deemed to have been given or to be effective unless
sent to such addresses or facsimile numbers, as the case may be.
A director may waive notice of a meeting before or after the time and date
of the meeting by a writing signed by such director. Such waiver shall be
delivered to the secretary for filing with the corporate records, but such
delivery and filing shall not be conditions to the effectiveness of the waiver.
Further, a director's attendance at or participation in a meeting waives any
required notice to him of the meeting unless at the beginning of the meeting, or
promptly upon his later arrival, the director objects to holding the meeting or
transacting business at the meeting because of lack of notice or defective
notice and does not thereafter vote for or assent to action taken at the
meeting. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.
8
55
<PAGE>
SECTION 7. Quorum. A majority of the number of directors fixed by the board
of directors pursuant to Article III, Section 2, or, if no number is fixed, a
majority of the number in office immediately before the meeting begins, shall
constitute a quorum for the transaction of business at any meeting of the board
of directors.
SECTION 8. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors.
SECTION 9. Compensation. By resolution of the board of directors, any
director may be paid any one or more of the following: his expense, if any, of
attendance at meetings, a fixed sum for attendance at each meeting, a stated
salary as director, or such other compensation as the corporation and the
director may reasonably agree upon. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.
SECTION 10. Presumption of Assent. A director of the corporation who is
present at a meeting of the board of directors or committee of the board of
directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken at the meeting unless (i) the director objects
at the beginning of the meeting, or promptly upon his arrival, to the holding of
the meeting or the transaction of business at the meeting and does not
thereafter vote for or assent to any action taken at the meeting; (ii) the
director contemporaneously requests that his dissent shall be entered in the
minutes of the meeting or unless he or she shall file his or her written dissent
or abstention as to any specific action taken be entered in the minutes of the
meeting; or (iii) the director causes written notice of his dissent or
abstention as to any specific action to be received by the presiding officer of
the meeting before its adjournment or by the secretary promptly after the
adjournment of the meeting. A director may dissent to a specific action at a
meeting while assenting to others. The right to dissent to a specific action
taken at a meeting of the board of directors or a committee of the board shall
not be available to a director who voted in favor of such action.
SECTION 11. Committees. By resolution adopted by a majority of all the
directors in office when the action is taken, the board of directors may
designate from among its members an executive committee and one or more other
committees, and appoint one or more members of the board of directors to serve
on them. To the extent provided in the resolution, each committee shall have all
the authority of the board of directors, except that no such committee shall
have the authority to (i) authorize distributions; (ii) approve or propose to
shareholders actions or proposals required by the Oregon Business Corporation
Act to be approved by shareholders; (iii) fill vacancies on the board of
directors or any committee thereof; (iv) amend the articles of incorporation;
(v) adopt, amend or repeal the Bylaws; (vi) approve a plan of merger not
requiring shareholder approval; (vii) authorize or approve the reacquisition of
shares unless pursuant to a formula or method prescribed by the board of
directors; or (viii) authorize or approve the issuance or sale of shares, or
contract for the sale of shares or determine the designations and relative
rights, preferences and limitations of a class or series of shares, except that
the board of directors may authorize a committee or officer to do so within
limits specifically prescribed by the board of directors. The committee shall
then have full power within the limits set by the board of directors to adopt
any final resolution setting forth all preferences, limitations and relative
rights of such class or series and to authorize an amendment to the articles of
incorporation stating the preferences, limitations and relative rights of a
class or series for filing with the Secretary of State under the Oregon Business
Corporation Act.
9
56
<PAGE>
Sections 4, 5, 6, 7, 8 or 12 of Article III, which govern meetings, notice,
waiver of notice, quorum, voting requirements and action without a meeting of
the board of directors, shall apply to committees and their members appointed
under this Section 11.
Neither the designation of any such committee, the delegation of authority
to such committee, nor any action by such committee pursuant to its authority
shall alone constitute compliance by any member of the board of directors or a
member of the committee in question with his responsibility to conform to the
standard of care set forth in Article III, Section 14 of these Bylaws.
SECTION 12. Informal Action by Directors. Any action required or permitted
to be taken at a meeting of the directors or any committee designated by the
board of directors may be taken without a meeting if a written consent (or
counterparts thereof) that sets forth the action so taken is signed by all of
the directors or all of the committee members entitled to vote with respect to
the action taken. Such consent shall have the same force and effect as a
unanimous vote of the directors or committee members and may be stated as such
in any document. Unless the consent specifies a different effective time or
date, action taken under this Section 12 is effective at the time or date the
last director signs a writing describing the action so taken.
SECTION 13. Telephonic Meetings. The board of directors may permit any
director (or any member of a committee designated by the board) to participate
in a regular or special meeting of the board of directors or a committee thereof
through the use of any means of communication by which all directors
participating in the meeting can hear each other during the meeting. A director
participating in a meeting in this manner is deemed to be present in person at
the meeting.
SECTION 14. Standard of Care. A director shall perform his duties as a
director, including without limitation his duties as a member of any committee
of the board, in good faith, in a manner he reasonably believes to be in the
best interests of the corporation, and with the care an ordinarily prudent
person in a like position would exercise under similar circumstances. In
performing his duties, a director shall be entitled to rely on information,
opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by (i) one or more officers
or employees of the corporation whom the director reasonably believes to be
reliable and competent in the matters presented; (ii) legal counsel, public
accountants or other persons as to matters the director reasonably believes are
within the person's professional or expert competence; or (iii) a committee of
the board of directors of which the director is not a member if the director
reasonably believes he committee merits confidence. However, he shall not be
considered to be acting in good faith if he has knowledge concerning the matter
in question that would cause such reliance to be unwarranted. A director shall
not be liable to the corporation or its shareholders for any action he takes or
omits to take as a director if, in connection with such action or omission, he
performs his duties in compliance with this Section 14.
ARTICLE IV - OFFICERS AND AGENTS
SECTION 1. General. The officers of the corporation shall be a president
and a secretary and may include one or more vice-presidents and a treasurer,
each of whom shall be appointed by the board of directors and shall be a natural
person eighteen years of age or older. One person may hold more than one office.
The board of directors or an officer or officers so authorized by the board may
appoint such other officers, assistant officers, committees and agents,
including a chairman of the board,
10
57
<PAGE>
assistant secretaries and assistant treasurers, as they may consider necessary.
Except as expressly prescribed by these Bylaws, the board of directors or the
officer or officers authorized by the board shall from time to time determine
the procedure for appointment of officers, their authority and duties and their
compensation, provided that the board of directors may change the authority,
duties and compensation of any officer who is not appointed by the board.
SECTION 2. Appointment and Term of Office. The officers of the corporation
to be appointed by the board of directors shall be appointed at each annual
meeting of the board held after each annual meeting of the shareholders. If the
appointment of officers is not made at such meeting or if an officer or officers
are to be appointed by another officer or officers of the corporation, such
appointment shall be made as determined by the board of directors or the
appointing person or persons. Each officer shall hold office until the first of
the following occurs: his successor shall have been duly appointed and
qualified, his death, his resignation, or his removal in the manner provided in
Section 3.
SECTION 3. Resignation and Removal. An officer may resign at any time by
giving written notice of resignation to the president, secretary or other person
who appoints such officer. The resignation is effective when the notice is
received by the corporation unless the notice specifies a later effective date.
Any officer or agent may be removed at any time with or without cause by
the board of directors or an officer or officers authorized by the board. Such
removal does not affect the contract rights, if any, of the corporation or of
the person so removed. The appointment of an officer or agent shall not in
itself create contract rights.
SECTION 4. Vacancies. A vacancy in any office, however occurring, may be
filled by the board of directors, or by the officer or officers authorized by
the board, for the unexpired portion of the officer's term. If an officer
resigns and his resignation is made effective at a later date, the board of
directors, or officer or officers authorized by the board, may permit the
officer to remain in office until the effective date and may fill the pending
vacancy before the effective date if the board of directors or officer or
officers authorized by the board provide that the successor shall not take
office until the effective date. In the alternative, the board of directors, or
officer or officers authorized by the board of directors, may remove the officer
at any time before the effective date and may fill the resulting vacancy.
SECTION 5. President. The president shall preside at all meetings of
shareholders and all meetings of the board of directors unless the board of
directors has appointed a chairman, vice chairman, or other officer of the board
and has authorized such person to preside at meetings of the board of directors.
Subject to the direction of the board of directors, the president shall be the
chief executive officer of the corporation and shall have general and active
control of its affairs and business and general supervision of its officers,
agents and employees. Unless otherwise directed by the board of directors, the
president shall attend in person or by substitute appointed by him, or shall
execute on behalf of the corporation written instruments appointing a proxy or
proxies to represent the corporation, at all meetings of the stockholders of any
other corporation in which the corporation holds any stock. On behalf of the
corporation, the president may in person or by substitute or by proxy execute
written waivers of notice and consents with respect to any such meetings. At all
such meetings and otherwise, the president, in person or by substitute or proxy,
may vote the stock held by the corporation, execute written consents and other
instruments with respect to such stock, and exercise any and all rights and
powers incident to the ownership of said stock, subject to the instructions, if
any, of the board of directors. The president shall
11
58
<PAGE>
have custody of the treasurer's bond, if any. The president shall have such
additional authority and duties as are appropriate and customary for the office
of president and chief executive officer, except as the same may be expanded or
limited by the board of directors from time to time.
SECTION 6. Vice Presidents. The vice presidents shall assist the president
and shall perform such duties as may be assigned to them by the president or by
the board of directors. In the absence of the president, the vice president, if
any (or, if more than one, the vice presidents in the order designated by the
board of directors, or if the board makes no such designation, then the vice
president designated by the president, or if neither the board nor the president
make any such designation, the senior vice president as determined by first
election to that office) shall have the powers and perform the duties of the
president.
SECTION 7. Secretary. The secretary shall (i) prepare and maintain as
permanent records the minutes of the proceedings of the shareholders and of the
board of directors, a record of all actions taken by the shareholders or board
of directors without a meeting, a record of all actions taken by a committee of
the board of directors in place of the board of directors on behalf of the
corporation, and a record of all waivers of notice of meetings of shareholders
and of the board of directors or any committee thereof; (ii) see that all
notices are duly given in accordance with the provisions of these Bylaws and as
required by law; (iii) serve as custodian of the corporate records and of the
seal of the corporation and affix the seal to all documents when authorized by
the board of directors; (iv) keep at the corporation's registered office or
principal place of business a record containing the names and addresses of all
shareholders in a form that permits preparation of a list of shareholders
arranged by voting group and by class or series of shares within each voting
group, that is alphabetical within each class or series and that shows the
address of, and the number of shares of each class or series held by, each
shareholder, unless such a record shall be kept at the office of the
corporation's transfer agent or registrar; (v) maintain at the corporation's
principal office the originals or copies of the corporation's articles of
incorporation, Bylaws, minutes of all shareholders' meetings and records of all
action taken by shareholders without a meeting for the past three years, all
written communications within the past three years to shareholders as a group or
to the holders of any class or series of shares as a group, a list of the names
and business addresses of the current directors and officers, a copy of the
corporation's most recent corporate report filed with the Secretary of State,
and financial statements showing in reasonable detail the corporation's assets
and liabilities and results of operations for the last three years; (vi) have
general charge of the stock transfer books of the corporation, unless the
corporation has a transfer agent; (vii) authenticate records of the corporation;
and (viii) in general, perform all duties incident to the office of secretary
and such other duties as from time to time may be assigned to him by the
president or by the board of directors. Assistant secretaries, if any, shall
have the same duties and powers, subject to supervision by the secretary. The
directors and/or shareholders may, however, respectively designate a person
other than the secretary or assistant secretary to keep the minutes of their
respective meetings.
Any books, records, or minutes of the corporation may be in written form or
in any form capable of being converted into written form within a reasonable
time.
SECTION 8. Treasurer. The treasurer shall be the principal financial
officer of the corporation, shall have the care and custody of all funds,
securities, evidences of indebtedness and other personal property of the
corporation and shall deposit the same in accordance with the instructions of
the board of directors. Subject to the limits imposed by the board of directors,
he shall receive and give receipts and acquittances for money paid in or on
account of the corporation, and shall pay out of the corporation's funds on hand
all bills, payrolls and other just debts of the corporation of whatever nature
12
59
<PAGE>
upon maturity. He shall perform all other duties incident to the office of
treasurer and, upon request of the board, shall make such reports to it as may
be required at any time. He shall, if required by the board, give the
corporation a bond in such sums and with such sureties as shall be satisfactory
to the board, conditioned upon the faithful performance of his duties and for
the restoration to the corporation of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation. He shall have such other powers and perform such other
duties as may from time to time be prescribed by the board of directors or the
president. The assistant treasurers, if any, shall have the same powers and
duties, subject to the supervision of the treasurer.
The treasurer shall also be the principal accounting officer of the
corporation. He shall prescribe and maintain the methods and system of
accounting to be followed, keep complete books and records of account as
required by the Oregon Business Corporation Act, prepare and file all local,
state and federal tax returns, prescribe and maintain an adequate system of
internal audit and prepare and furnish to the president and the board of
directors statements of account showing the financial position of the
corporation and the results of its operations.
SECTION 9. Standard of Conduct. An officer with discretionary authority
shall perform his duties as an officer under that authority in good faith, in a
manner he reasonably believes to be in the best interests of the corporation,
and with the care an ordinarily prudent person in a like position would exercise
under similar circumstances. In performing his duties, an officer shall be
entitled to rely on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared or
presented by (i) one or more officers or employees of the corporation whom the
officer reasonably believes to be reliable and competent in the matters
presented; or (ii) legal counsel, public accountants or other persons as to
matters the officer reasonably believes are within the person's professional or
expert competence. However, he shall not be considered to be acting in good
faith if he has knowledge concerning the matter in question that would cause
such reliance to be unwarranted. An officer shall not be liable to the
corporation or its shareholders for any action he takes or omits to take as an
officer if, in connection with such action or omission, he performs his duties
in compliance with this Section 9.
ARTICLE V - STOCK
SECTION 1. Certificates. The board of directors shall be authorized to
issue any of its classes of shares with or without certificates. The fact that
the shares are not represented by certificates shall have no effect on the
rights and obligations of the shareholders. If the shares are represented by
certificates, such shares shall be represented by consecutively numbered
certificates signed, either manually or by facsimile, in the name of the
corporation by the president or one or more vice presidents and the secretary or
an assistant secretary. In case any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
officer before such certificate is issued, such certificate may nonetheless be
issued by the corporation with the same effect as if he were such officer at the
date of its issue. All certificates shall be consecutively numbered, and the
names of the owners, the number of shares, and the date of issue shall be
entered on the books of the corporation. Each certificate representing shares
shall state upon its face:
(i) The name of the corporation and that the corporation is organized
under the laws of the State of Oregon;
13
60
<PAGE>
(ii) The name of the person to whom issued;
(iii) The number and class of the shares and the designation of the
series, if any, that the certificate represents;
(iv) The par value, if any, of each share represented by the
certificate;
(v) A summary, on the front or the back, of the designations,
preferences, limitations, and relative rights applicable to each class, the
variations in preferences, limitations and rights determined for each
series, and the authority of the board of directors to determine variations
for future classes or series, or in lieu thereof, a conspicuous statement,
on the front or the back, that the corporation will furnish to the
shareholder, on request in writing and without charge, information
concerning the designations, preferences, limitations and relative rights
applicable to each class, the variations in preference, limitations, and
rights determined for each series, and the authority of the board of
directors to determine variations for future classes or series; and
(vi) Any restrictions imposed by the corporation upon the transfer of
the shares represented by the certificate.
If shares are not represented by certificates, within a reasonable time
following the issue or transfer of such shares, the corporation shall send the
shareholder a complete written statement of all of the information required to
be provided to holders of uncertificated shares by the Oregon Business
Corporation Act.
SECTION 2. Consideration for Shares. Certificated or uncertificated shares
shall not be issued until the shares represented thereby are fully paid. The
board of directors may authorize the issuance of shares for consideration
consisting of any tangible or intangible property or benefit to the corporation,
including cash, promissory notes, services performed, contracts for services to
be performed or other securities of the corporation. The corporation may place
in escrow shares issued for a contract for future services or benefits or a
promissory note or make other arrangements to restrict the transfer of such
shares, and may credit distributions in respect of the shares against their
purchase price until the services are performed, the note is paid or the
benefits received. If the services are not performed, the note is not paid or
the benefits are not received, the shares places in escrow or restricted and the
distributions credit may be canceled in whole or in part.
SECTION 3. Lost Certificates. In case of an alleged loss, destruction or
mutilation of a certificate of stock, the board of directors may direct the
issuance of a new certificate in lieu thereof upon such terms and conditions in
conformity with the law as the board may prescribe. The board of directors may
in its discretion require an affidavit of lost certificate and/or a bond in such
form and amount and with such surety as it may determine before issuing a new
certificate.
SECTION 4. Transfer of Shares. Upon surrender to the corporation or to a
transfer agent of the corporation of a certificate of stock duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and receipt of such documentary stamps as may be required by law and
evidence of compliance with all applicable securities laws and other
restrictions, the corporation shall issue a new certificate to the person
entitled thereto, and cancel the old certificate.
14
61
<PAGE>
Every such transfer of stock shall be entered on the stock books of the
corporation which shall be kept at its principal office or by the person and at
the place designated by the board of directors.
Except as otherwise expressly provided in Article II, Sections 7 and 11,
and except for the assertion of dissenters' rights to the extent provided in ss.
60.551, et. seq. of the Oregon Business Corporation Act, the corporation shall
be entitled to treat the registered holder of any shares of the corporation as
the owner thereof for all purposes, and the corporation shall not be bound to
recognize any equitable or other claim to, or interest in, such shares or rights
deriving from such shares on the part of any person other than the registered
holder, including without limitation any purchaser, assignee or transferee of
such shares or right deriving from such shares, unless and until such other
person becomes the registered holder of such shares, whether or not the
corporation shall have either actual or constructive notice of the claimed
interest of such other person.
SECTION 5. Transfer Agent, Registrars and Paying Agents. The board may at
its discretion appoint one or more transfer agents, registrars and agents for
making payment upon any class of stock, bond, debenture or other security of the
corporation. Such agents and registrars may be located either within or outside
the State of Oregon. They shall have such rights and duties and shall be
entitled to such compensation as may be agreed.
ARTICLE VI - INDEMNIFICATION OF CERTAIN PERSONS
SECTION 1. Indemnification. For purposes of this Article VI, a "Proper
Person" means any person (including the estate or personal representative of a
director) 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, and whether formal or informal, by
reason of the fact that he is or was a director, officer, employee, fiduciary or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee, fiduciary or agent of any
foreign or domestic profit or nonprofit corporation or of any partnership, joint
venture, trust, profit or nonprofit unincorporated association, limited
liability company, or other enterprise or employee benefit plan. The corporation
shall indemnify any Proper Person against reasonably incurred expenses
(including attorneys' fees), judgments, penalties, fines (including any excise
tax assessed with respect to an employee benefit plan) and amounts paid in
settlement reasonably incurred by him in connection with such action, suit or
proceeding if it is determined by the groups set forth in Section 4 of this
Article that he conducted himself in good faith and that he reasonably believed
(i) in the case of conduct in his official capacity with the corporation, that
his conduct was in the corporation's best interest; or (ii) in all other cases
(except criminal cases) that his conduct was at least not opposed to the
corporation's best interest; or (iii) in the case of any criminal proceeding,
that he had no reasonable cause to believe his conduct was unlawful. Official
capacity means, when used with respect to a director, the office of director
and, when used with respect to any other Proper Person, the office in a
corporation held by the officer or the employment, fiduciary or agency
relationship undertaken by the employee, fiduciary, or agent on behalf of the
corporation. Official capacity does not include service for any other domestic
or foreign corporation or other person or employee benefit plan.
A director's conduct with respect to an employee benefit plan for a purpose
the director reasonably believed to be in the best interests of the participants
in or beneficiaries of the plan is conduct that satisfies the requirements in
subparagraph (ii) of this Section 1. A director's conduct with respect to an
employee benefit plan for a purpose that the director did not reasonably believe
to be in the
15
62
<PAGE>
interests of the participants in or beneficiaries of the plan shall be deemed
not to satisfy the requirements of this Section that he conducted himself in
good faith.
No indemnification shall be made under this Article VI to a Proper Person
with respect to any claim, issue or matter in connection with a proceeding by or
in the right of a corporation in which the Proper Person was adjudged liable to
the corporation or in connection with any proceeding charging that the Proper
Person derived an improper personal benefit, whether or not involving action in
an official capacity, in which he was adjudged liable on the basis that he
derived an improper personal benefit. Further, indemnification under this
Section in connection with a proceeding brought by or in the right of the
corporation shall be limited to reasonable expenses, including attorneys' fees,
incurred in connection with the proceeding.
SECTION 2. Right to Indemnification. The corporation shall indemnify any
Proper Person who was wholly successful, on the merits or otherwise, in defense
of any action, suit, or proceeding as to which he was entitled to
indemnification under Section 1 of this Article VI against expenses (including
attorneys' fees) reasonably incurred by him in connection with the proceeding
without the necessity of any action by the corporation other than the
determination in good faith that the defense has been wholly successful.
SECTION 3. Effect of Termination of Action. The termination of any action,
suit or proceeding by judgment, order, settlement or conviction, or upon a plea
of nolo contendere or its equivalent shall not of itself create a presumption
that the person seeking indemnification did not meet the standards of conduct
described in Section 1 of this Article VI. Entry of a judgment by consent as
part of a settlement shall not be deemed an adjudication of liability, as
described in Section 2 of this Article VI.
SECTION 4. Groups Authorized to Make Indemnification Determination. Except
where there is a right to indemnification as set forth in Sections 1 or 2 of
this Article or where indemnification is ordered by a court in Section 5, any
indemnification shall be made by the corporation only as determined in the
specific case by a proper group that indemnification of the Proper Person is
permissible under the circumstances because he has met the applicable standards
of conduct set forth in Section 1 of this Article. This determination shall be
made by the board of directors by a majority vote of those present at a meeting
at which a quorum is present, which quorum shall consist of directors not
parties to the proceeding ("Quorum"). If a Quorum cannot be obtained, the
determination shall be made by a majority vote of a committee of the board of
directors designated by the board, which committee shall consist of two or more
directors not parties to the proceeding, except that directors who are parties
to the proceeding may participate in the designation of directors for the
committee. If a Quorum of the board of directors cannot be obtained and the
committee cannot be established, or even if a Quorum is obtained or the
committee is designated and a majority of the directors constituting such Quorum
or committee so directs, the determination shall be made by (i) independent
legal counsel selected by a vote of the board of directors or the committee in
the manner specified in this Section 4 or, if a Quorum of the full board of
directors cannot be obtained and a committee cannot be established, by
independent legal counsel selected by a majority vote of the full board
(including directors who are parties to the action) or (ii) a vote of the
shareholders.
Authorization of indemnification and advance of expenses shall be made in
the same manner as the determination that indemnification or advance of expenses
is permissible except that, if the determination that indemnification or advance
of expenses is permissible is made by independent legal
16
63
<PAGE>
counsel, authorization of indemnification and advance of expenses shall be made
by the body that selected such counsel.
SECTION 5. Court-Ordered Indemnification. Any Proper Person may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction for mandatory indemnification under Section 2 of this
Article, including indemnification for reasonable expenses incurred to obtain
court-ordered indemnification. If a court determines that the Proper Person is
entitled to indemnification under Section 2 of this Article, the court shall
order indemnification, including the Proper Person's reasonable expenses
incurred to obtain court-ordered indemnification. If the court determines that
such Proper Person is fairly and reasonably entitled to indemnification in view
of all the relevant circumstances, whether or not he met the standards of
conduct set forth in Section 1 of this Article or was adjudged liable in the
proceeding, the court may order such indemnification as the court deems proper
except that if the Proper Person has been adjudged liable, indemnification shall
be limited to reasonable expenses incurred in connection with the proceeding and
reasonable expenses incurred to obtain court-ordered indemnification.
SECTION 6. Advance of Expenses. Reasonable expenses (including attorneys'
fees) incurred in defending an action, suit or proceeding as described in
Section 1 may be paid by the corporation to any Proper Person in advance of the
final disposition of such action, suit or proceeding upon receipt of (i) a
written affirmation of such Proper Person's good faith belief that he has met
the standards of conduct prescribed in Section 1 of this Article VI; and (ii) a
written undertaking, executed personally or on the Proper Person's behalf, to
repay such advances if it is ultimately determined that he did not meet the
prescribed standards of conduct (the undertaking shall be an unlimited general
obligation of the Proper Person but need not be secured and may be accepted
without reference to financial ability to make repayment). Determination and
authorization of payments shall be made in the same manner specified in Section
4 of this Article VI.
SECTION 7. Additional Indemnification to Certain Persons Other Than
Directors. In addition to the indemnification provided to officers, employees,
fiduciaries or agents because of their status as Proper Persons under this
Article, the corporation may also indemnify and advance expenses to them if they
are not directors of the corporation to a greater extent than is provided in
these Bylaws, if not inconsistent with public policy, and if provided for by
general or specific action of its board of directors or shareholders or by
contract.
SECTION 8. Witness Expenses. The Sections of this Article VI do not limit
the corporation's authority to pay or reimburse expenses incurred by a director
in connection with an appearance as a witness in a proceeding at a time when he
has not been made or named as a defendant or respondent in the proceeding.
ARTICLE VII - INSURANCE
SECTION 1. Provision of Insurance. By action of the board of directors,
notwithstanding any interest of the directors in the action, the corporation may
purchase and maintain insurance, in such scope and amounts as the board of
directors deems appropriate, on behalf of any person who is or was a director,
officer, employee, fiduciary or agent of the corporation, or who, while a
director, officer, employee, fiduciary or agent of the corporation, is or was
serving at the request of the corporation as a
17
64
<PAGE>
director, officer, partner, trustee, employee, fiduciary or agent of any other
foreign or domestic profit or nonprofit corporation or any partnership, joint
venture, trust, profit or nonprofit unincorporated association, limited
liability company, other enterprise or employee benefit plan, against any
liability asserted against, or incurred by, him in that 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 Article VI or
applicable law. Any such insurance may be procured from any insurance company
designated by the board of directors of the corporation, whether such insurance
company is formed under the laws of the State of Oregon or any other
jurisdiction of the United States or elsewhere, including any insurance company
in which the corporation has an equity interest or any other interest, through
stock ownership or otherwise.
ARTICLE VIII - MISCELLANEOUS
SECTION 1. Seal. The board of directors may adopt a corporate seal, which
shall be circular in form and shall contain the name of the corporation and the
words, "Seal, Oregon."
SECTION 2. Fiscal Year. The fiscal year of the corporation shall be as
established by the board of directors.
SECTION 3. Amendments. The board of directors shall have power, to the
maximum extent permitted by the Oregon Business Corporation Act, to make, amend
and repeal the Bylaws of the corporation at any regular or special meeting of
the board unless the shareholders, in making, amending or repealing a particular
Bylaw, expressly provide that the directors may not amend or repeal such Bylaw.
The shareholders also shall have the power to make, amend or repeal the Bylaws
of the corporation at any annual meeting or at any special meeting called for
that purpose.
SECTION 4. Receipt of Notices by the Corporation. Notices, shareholder
writings consenting to action, and other documents or writings shall be deemed
to have been received by the corporation when they are actually received: (1) at
the registered office of the corporation in Oregon; (2) at the principal office
of the corporation (as that office is designated in the most recent document
filed by the corporation with the Secretary of State for Oregon designating a
principal office) addressed to the attention of the secretary of the
corporation; (3) by the secretary of the corporation wherever the secretary may
be found; or (4) by any other person authorized from time to time by the board
of directors or the president to receive such writings, wherever such person is
found.
SECTION 5. Gender. The masculine gender is used in these Bylaws as a matter
of convenience only and shall be interpreted to include the feminine and neuter
genders as the circumstances indicate.
SECTION 6. Conflicts. In the event of any irreconcilable conflict between
these Bylaws and either the corporation's articles of incorporation or
applicable law, the latter shall control.
SECTION 7. Definitions. Except as otherwise specifically provided in these
Bylaws, all terms used in these Bylaws shall have the same definition as in the
Oregon Business Corporation Act.
18
65
<PAGE>
CERTIFICATE
I hereby certify that the foregoing Bylaws, consisting of 19 pages,
including this page, constitute the Bylaws of LEGENDS DIAGNOSTIC, INC., adopted
by the board of directors of the corporation as of June 21, 1995.
s/Tia C. Fernandez
---------------------------------------
Secretary
66
<PAGE>
LEGENDS ENTERPRISES, INC.
----------------------------------
EXHIBIT 27.1
----------------------------------
FINANCIAL DATA SCHEDULE
----------------------------------
67
