FILE NO. 33-36623
SECURITIES AND
EXCHANGE
COMMISSION
Washington, D.C.
20549
AMENDMENT NO. 2
TO
FORM S-3
REGISRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAMELOT CORPORATION
(Exact Name of Registrant as Specified in its
Charter)
Colorado
84-0691531
(State of other jurisdiction of
(I.R.S.
Employer
incorporation or organization)
Identification No.)
Camelot Place, 17770 Preston Road, Dallas,
Texas 75252
(972) 733-3005
(Address, Including Zip Code, Telephone Number,
Including
Area Code,
of Registrant's Principal
Executive Offices)
Daniel Wettreich, Camelot
Place, 17770 Preston Road,
Dallas, Texas 75252 (972) 733-3005
(Address,
Including Zip Code, Telephone Number, Including
Area Code, of Agent
for Service)
COPIES TO:
Jeanette Fitzgerald
17770 Preston Road
Dallas, Texas 75252
(972) 733-3005
(972) 733-4308 fax
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
SALE TO THE PUBLIC:
As soon as practicable after the effective
date of this Registration
Statement.
If the only securities being registered on this
form are being offered
pursuant to dividend or interest reinvestment
plans, please check the
following box:
If any of the securities being registered on
this form are to be
offered on a delayed or continuous basis
pursuant to Rule 415 under
the Securities Act of 1933, as amended, check
the following
box: x
If this form is filed to register
additional
securities for an
offering pursuant to Rule 462 (b) under the
Securities Act, please
check the following box and list the
Securities Act registration
statement number of the earlier effective
registration statement for
the same offering:
If this form is a post-effective amendment
filed pursuant to Rule 462
(c) under the Securities Act, check the
following box and list the
Securities Act registration statement number of
the earlier effective
registration statement for the same offering:
If delivery of the prospectus is expected to be
made pursuant to Rule
434, please check the following box:
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CALCULATION OF REGISTRATION
FEE
Proposed
Maximum
Amount
to be Aggregate
Price
Title of Shares to be registered (1)
Registered
Per Share (2)
Common Stock
Par Value $0.01 per share
680,847 $3.406
(1) This transaction relates to the common
shares to be
issued upon
the Conversion of convertible debentures and
warrants and
restricted
common shares as that term is defined in Rule
144 .
(2) Estimated solely for the purpose of
calculating the
registration
fee. Fee calculated upon the basis of the
average of the
high and low
sales prices of the Company's Common Stock as
reported on
the Nasdaq
SmallCap Market on November 18, 1997 of $5.00
which date
is within
five business days prior to the date of
the filing
of this
Registration Statement for the calculation of
the additional fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION
STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS
EFFECTIVE
DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT
THAT SPECIFICALLY STATES
THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8 (A) OF THE
SECURITIES ACT, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8
(A), MAY DETERMINE.
PROSPECTUS (Subject to Completion)
Dated November 19, 1997
CAMELOT CORPORATION
680,847 shares of Common
Stock, offered by certain
Selling Securityholders
This Prospectus (the "Prospectus") relates to
the public offering,
which is not being underwritten, of 680,847
shares (the "Shares") of
Common Stock, par value $0.01 per share (the
"Common Stock"), of
Camelot Corporation, a Colorado corporation
("Camelot" or the
"Company"). All of the Shares may be
offered by certain stockholders of the Company
or by pledgees, donees,
transferees or other successors in interest
that receive such shares
as a gift, partnership distribution or other
non-sale related transfer
(the "Selling Securityholders"). The Shares
were received by certain
Selling Securityholders in a private
placement transaction of the
Company and were issued pursuant to an
exemption from the registration
requirements of the Securities Act of
1933, as amended (the
"Securities Act"), provided by Section 4(2)
thereof. The Shares are
being registered by the Company pursuant to
a registration rights
pursuant to a subscription agreement and
privately held shares with
certain Selling Securityholders. See
"Description of Securities" and
"Plan of Distribution."
The Shares may be offered by the Selling
Securityholders from time to
time in transactions on the Nasdaq SmallCap
Market ("Nasdaq"), in
privately negotiated transactions, or by a
combination of such methods
of sale, at fixed prices that may be
changed, at market prices
prevailing at the time of sale, at prices
related to such prevailing
market prices or at negotiated prices. The
Shares may be sold by one
or more of the following: (a) a block trade
in which the
broker or
dealer so engaged will attempt to sell the
Shares as agent but may
position and resell a portion of the block as
principal to facilitate
the transaction, (b) purchases by a broker or
dealer as principal and
resale by such broker or dealer for its
account pursuant to this
Prospectus and (c) ordinary brokerage
transactions and transactions in
which the broker solicits purchases. The
Selling Securityholders may
effect such transactions by selling the Shares
to or through broker-
dealers and such broker-dealers may receive
compensation in the form
of discounts, concessions or commissions
from the
Selling
Securityholders or the purchasers of the Shares
for whom such broker-
dealers may act as agent or to whom they sell
as principal or both
(which compensation to a particular broker-
dealer might be in excess
of customary commissions). In addition, any
securities covered by
this Prospectus which qualify for sale pursuant
to Rule
144 may be
sold under Rule 144 promulgated under the
Securities Act rather than
pursuant to this Prospectus. The Company will
not receive any of the
proceeds from the sale of the Shares by the
Selling Securityholders.
The Company has agreed to bear certain expenses
in connection with the
registration and sale of the Shares being
offered by
the Selling
Securityholders and to indemnify the Selling
Securityholders against
certain liabilities, including liabilities
under the Securities Act.
See "Plan of Distribution."
The Common Stock of the Company is traded on
The Nasdaq SmallCap
Market tier of The Nasdaq Stock Market under the
symbol "CAML" . On
November 3, 1997, the last sale price for the
Common Stock as
quoted on Nasdaq was $5.00.
The Selling Securityholders and any broker-
dealers or agents that
participate with the Selling Securityholders in
the distribution of
the Shares may be deemed to be "underwriters"
within the meaning of
Section 2(11) of the Securities Act, and any
commissions received by
them and any profit on the resale of the Shares
purchased by them may
be deemed to be underwriting commissions or
discounts
under the
Securities Act.
THE SECURITIES OFFERED HEREBY
INVOLVE A HIGH DEGREE OF
RISK.
SEE "RISK FACTORS"
BEGINNING ON PAGE 3.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus
is November ___, 1997.
No dealer, salesperson or other person has been
authorized to give any
information or to make any representations other
than those contained
in this Prospectus and, if given or made,
such information or
representations must not be relied upon as
having been authorized by
the Company, any Selling Securityholders or by
any other person. This
Prospectus does not constitute an offer to sell
or a solicitation of
an offer to buy any securities other than the
shares of Common Stock
offered hereby, nor does it constitute an
offer to sell or a
solicitation of an offer to buy any of the
shares offered hereby to
any person in any jurisdiction in which such
offer or solicitation
would be unlawful. Neither the delivery of
this Prospectus nor any
sale made hereunder shall under any
circumstances create any
implication that the information contained
herein is correct as of any
date subsequent to the date hereof.
AVAILABLE INFORMATION
Camelot was incorporated in the State of
Colorado on September 5, 1975
and completed a $500,000 public offering of its
common stock in March,
1976. As used in this Prospectus, unless
the context requires
otherwise, the "Company" means Camelot
Corporation
and its
subsidiaries. The Company's principal executive
offices
are located
at Camelot Place, 17770 Preston Road, Dallas,
Texas. The Company's
telephone number at that address is (972) 733-
3005. The Company's
Common Stock is quoted on Nasdaq under the
symbol "CAML".
Camelot is subject to the information
requirements of the Securities
Exchange Act of 1934, as amended (the
"Exchange
Act"), and in
accordance therewith, is required to file
periodic
reports, proxy
materials and other information with the
Securities and Exchange
Commission (the "Commission").
Reports, proxy statements and other information
can be inspected and
copied at the public reference facilities
maintained by the Commission
at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington,
D.C. 20549, or at its regional offices
located at Suite 1400,
Northwest Atrium Center, 500 West Madison
Street, Chicago, Illinois
60661 and at Room 1400, 75 Park Place, New
York, New
York 10007.
Copies of such materials may also be
obtained from
the Public
Reference Section of the Commission, 450
Fifth
Street, N.W.,
Washington, DC 20549, at prescribed rates.
In addition, the
Commission maintains a World Wide Web site
that contains
reports,
proxy and information statements and other
information
regarding
issuers, including the Company, that file
electronically with the
Commission. Such Web site can be found at
http://www.sec.gov. The
materials described above may also be inspected
at the offices of
Nasdaq Operations, 1735 K Street, N.W.,
Washington, DC 20006.
This Prospectus, which constitutes a part of a
Registration Statement
on Form S-3 (the "Registration Statement")
filed by the Company with
the Commission under the Securities Act,
omits
certain of the
information set forth in the Registration
Statement and the exhibits
and schedules thereto. For further information
with respect to the
Company and the Shares offered hereby,
reference is
made to the
Registration Statement and the exhibits and
schedules filed as a part
thereof. Statements contained in this
Prospectus
concerning the
contents of any contract or any other document
referred to are not
necessarily complete; reference is made in each
instance to
the copy
of such contract or document filed as an
exhibit to the Registration
Statement. Each such statement is qualified in
all respects by such
reference to such exhibit. The Registration
Statement, including all
exhibits and schedules thereto, may be inspected
without charge of the
Commission's principal office in Washington,
D.C., and copies of all
or any part thereof may be obtained from such
office after payment of
fees prescribed by the Commission.
INFORMATION INCORPORATED BY
REFERENCE
The following documents filed by the Company
with the Commission (File
No.0-8299) pursuant to the Exchange Act are
incorporated by reference
in this Prospectus:
1. The Company's Annual Report on Form 10-K for
the fiscal year ended
April 30, 1997 and Amendment No. 1 to the Annual
Report on Form 10-K for the fiscal year ended
April 30, 1997;
2. Quarterly Report on Form 10-Q for the fiscal
quarter ended July 31,
1997;
3. Current Report on Form 8-K filed with the
Commission on May 20,
1997 with amendments;
4. Current Report on Form 8-K filed with the
Commission on September
25, 1997; and
5. Current Report on Form 8-K filed with the
Commission on November 20, 1997.
Any statement contained in a document
incorporated by reference herein
shall be deemed to be modified or superseded
for purposes of this
Prospectus to the extent that a statement
contained herein or in any
other subsequently filed document which also
is incorporated herein
modifies or supersedes such statement. Any
statement so modified or
superseded shall not be deemed, in its
unmodified form, to constitute
a part of this Prospectus.
Upon written or oral request, the Company will
provide without charge
to each person to whom a copy of the Prospectus
is delivered a copy of
the documents incorporated by reference herein
(other than exhibits to
such documents unless such exhibits are
specifically incorporated by
reference therein). Requests should be
submitted in writing or by
telephone at (972) 733-3005 to Investor
Relations,
Camelot Corporation., at the principal
executive
offices of the
Company, Camelot Place , 17770 Preston Road,
Dallas, Texas, 75252.
RISK FACTORS
AN INVESTMENT IN THE SECURITIES OFFERED
HEREBY IS SPECULATIVE IN
NATURE, INVOLVES A HIGH DEGREE OF RISK AND
SHOULD NOT BE MADE BY AN
INVESTOR WHO CANNOT AFFORD THE LOSS OF HIS
ENTIRE INVESTMENT. THE
FOLLOWING RISK FACTORS SHOULD BE CONSIDERED
CAREFULLY IN ADDITION TO
THE OTHER INFORMATION CONTA INED OR
INCORPORATED BY REFERENCE IN THIS
PROSPECTUS BEFORE PURCHASING THE SECURITIES
OFFERED HEREBY. IN
ADDITION TO THE HISTORICAL INFORMATION
CONTAINED HEREIN, THE
DISCUSSION IN THIS PROSPECTUS CONTAINS
CERTAIN FORWARD-LOOKING
STATEMENTS, WITHIN THE MEANING OF SECTION 27A
OF THE SECURITIES ACT
AND SECTION 27E OF THE EXCHANGE ACT,
THAT INVOLVE RISKS AND
UNCERTAINTIES, SUCH AS STATEMENTS OF THE
COMPANY'S PLANS, OBJECTIVES,
EXPECTATIONS AND INTENTIONS. THE CAUTIONARY
STATEMENTS MADE IN THIS
PROSPECTUS SHOULD BE READ AS BEING APPLICABLE TO
ALL RELATED FORWARD-
LOOKING STATEMENTS WHEREVER THEY APPEAR IN
THIS PROSPECTUS. THE
COMPANY'S ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE DISCUSSED
HEREIN. FACTORS THAT COULD CAUSE OR CONTRIBUTE
TO SUCH DIFFERENCES
INCLUDE THOSE DISCUSSED BELOW AS WELL AS THOSE
CAUTIONARY STATEMENTS
AND OTHER FACTORS SET FORTH ELSEWHERE HEREIN.
NEED FOR ADDITIONAL FINANCING; ISSUANCE OF
SECURITIES BY THE COMPANY
AND ITS SUBSIDIARIES; FUTURE DILUTION
The Company may require in the future, and is
constantly considering
potential sources for, substantial additional
financing to complete
its product development and to manufacture and
market any products
that may be developed. There can be no
assurance, however, that the
Company's current cash reserves will not be
expended prior to that
time. The Company anticipates that further
funds may be raised at any
time through additional public or private debt
or equity financings
conducted either by the Company or by one or
more of its
subsidiaries.
There can be no assurance that the Company
will be able to obtain
additional financing or that such financing,
if
available, can be
obtained on terms acceptable to the Company.
If additional financing
is not otherwise available, the Company may be
required to modify its
business development plans or reduce or cease
certain or all of its
operations.
In the event that the Company obtains any
additional funding, such
financings may have a dilutive effect on the
holders of the Company's
securities. In addition, if one or more of the
Company's subsidiaries
raises additional funds through the issuance
and sale of its equity
securities, the interest of the Company and its
stockholders in such
subsidiary or subsidiaries, as the case may be,
could be diluted and
there can be no assurance that the Company
will be able to maintain
its majority interest in any or all of its
current subsidiaries. In
addition, the interest of the Company and its
stockholders in each
subsidiary will be diluted or subject to
dilution to the extent any
such subsidiary issues shares or options to
purchase
shares of its
capital stock to employees, directors,
consultants and others. In the
event that the Company's voting interest in
any of
its current
subsidiaries falls below 50%, the Company may
not be able to exercise
an adequate degree of control over the affairs
and policies of such
subsidiary as currently being exercised.
UNCERTAINTY REGARDING PATENTS AND PROPRIETARY
RIGHTS
The success of the Company will depend in large
part on its ability to
obtain patents, defend their patents,
maintain trade secrets and
operate without infringing upon the proprietary
rights of others, both
in the United States and in foreign countries.
The patent position of
firms relying upon technology is uncertain and
involves complex legal
and factual questions. The Company has
applied for United States
patents and has pending United States and
foreign patent applications
relating to various aspects of its products and
processes. The patent
application and issuance process can be expected
to take several years
and entail considerable expense to the
Company. There can be no
assurance that patents will issue as a result
of any
such pending
applications or that any patents resulting from
such applications will
be sufficiently broad to afford protection
against competitors with
similar technology. In addition, there can be
no assurance that such
patents will not be challenged, invalidated, or
circumvented, or that
the rights granted thereunder will provide
competitive advantages to
the Company. The commercial success of the
Company will also depend
upon avoiding infringement of patents issued to
competitors. A United
States patent application is maintained
under conditions of
confidentiality while the application is
pending, so
the Company
cannot determine the inventions being
claimed in pending patent
applications filed by its competitors.
Litigation may be necessary to
defend or enforce the Company's patent and
license rights or to determine the scope and
validity
of others'
proprietary rights. Defense and enforcement of
patent claims can be
expensive and time consuming, even, in those
instances in which the
outcome is favorable to the Company, and can
result in the diversion
of substantial resources from the Company's
other activities. An
adverse outcome could subject the Company to
significant liabilities
to third parties, require the Company to
obtain licenses from third
parties, or require the Company to alter its
products or processes, or
cease altogether any related research and
development activities or
product sales, any of which may have a material
adverse effect on the
Company's business, results of operations and
financial condition.
The Company has certain licenses from third
parties and in the future
may require additional licenses from other
parties to develop,
manufacture and market products effectively.
There
can be no
assurance that such licenses can be
obtained or maintained on
commercially reasonable terms, if at all, that
the patents underlying
such licenses will be valid and enforceable or
that the proprietary
nature of the patented technology underlying
such licenses will remain
proprietary.
Although the Company has taken steps to protect
its unpatented trade
secrets and know-how, in part through the use
of confidentiality
agreements with its employees, consultants and
contractors, there can
be no assurance that these agreements will not
be breached, that the
Company would have adequate remedies for any
breach, or that the
Company's trade secrets will not otherwise
become
known or be
independently developed or discovered by
competitors.
The success of the Company is also
dependent upon
the skills,
knowledge and experience of its scientific and
technical personnel.
The management and scientific personnel of
the Company has been
recruited primarily from other scientific
companies, pharmaceutical
companies and academic institutions. In some
cases, these individuals
may be continuing research in the same areas
with which they were
involved prior to joining the Company. Although
the Company has not
received any notice of any claims and knows of
no basis for any
claims, it could be subject to allegations of
violation of trade
secrets and similar claims which could,
regardless of
merit, be time
consuming, expensive to defend, and have a
material adverse effect on
the Company's business, results of operations and
financial condition.
DEPENDENCE UPON KEY PERSONNEL AND
CONSULTANTS The Company is highly dependent
upon its officers and directors and
consultants. Although Camelot has entered into
employment agreements
with its CEO, such employment agreement does
not contain provisions
which would prevent such employee from
resigning his position with
Camelot at any time. The Company does not
maintain keyman life
insurance policies on any of such key personnel.
The
loss of Mr.
Wettreich's services could have a material
adverse
effect on the
Company.
The Company may seek to hire additional
personnel. Competition for
qualified employees among technology companies
is intense, and the
loss of any of such persons, or the inability to
attract,
retain and
motivate any additional highly skilled
employees required for the
expansion of the Company's activities could
have a material adverse
effect on the Company. There can be no
assurance that
the Company
will be able to retain its existing personnel or
to attract additional
qualified employees.
COMPETITION
The Company's business is characterized by
intensive research efforts
and intense competition. Many
technology companies and
telecommunication companies are working to
develop products and
technologies in the Company's field. Most of
these entities have
substantially greater financial, technical,
manufacturing, marketing,
distribution and other resources than the
Company. In addition,
certain competitors have already begun testing
of similar products and
may introduce such products before the
Company. Accordingly, other
companies may succeed in developing products
earlier than the Company
or that are more effective than those proposed
to be developed by the
Company. Further, it is expected that
competition in the Company's
fields will intensify. There can be no
assurance that
the Company
will be able to compete successfully in the
future.
VOTING CONTROL BY EXISTING
STOCKHOLDER
The principal stockholder with voting control,
of the Company Adina, Inc. owns approximately
45% of the
outstanding voting shares of the Company.
Accordingly, such holder
may have the ability to exert significant
influence over the election
of the Company's Board of Directors and other
matters submitted to the
Company's stockholders for approval. The voting
power of this holder
may discourage or prevent any proposed takeover
of the Company. The President and a director of
Adina is the CEO of the Company and another
director of Adina is an officer of the Company.
NO DIVIDENDS
The Company has not paid any cash dividends on
its Common Stock since
its formation and does not anticipate paying any
cash dividends in the
foreseeable future. Management anticipates
that all earnings and
other resources of the Company, if any, will
be
retained by the
Company for investment in its business.
POSSIBLE DELISTING FROM NASDAQ AND MARKET
ILLIQUIDITY
Although the Common Stock is quoted on Nasdaq,
continued inclusion of
such securities on Nasdaq will require that (i)
the Company maintain
at least $2,000,000 in net tangible assets or
market capitalization of $35,000,000 or net
income of $500,000 in the latest fiscal year or
2 of the last 3 fiscal years, (ii) the minimum
bid price for the Common Stock be at least
$1.00 per share, (iii) the
public float consist of at least 500,000
shares of Common Stock,
valued in the aggregate at more than
$1,000,000, (iv) the Common Stock
have at least two active market makers and (v)
the Common Stock be
held by at least 300 holders. If the Company
is unable to satisfy
such maintenance requirements, the Company's
securities may be
delisted from Nasdaq. In such event, trading,
if any, in the Common
Stock would thereafter be conducted in the over-
the-counter market in
the "pink sheets" or the National Association
of Securities Dealers'
"Electronic Bulletin Board." Consequently,
the
liquidity of the
Company's securities could be materially
impaired, not
only in the
number of securities that can be bought and sold
at a given price, but
also through delays in the timing of
transactions and reduction in
security analysts' and the media's coverage of
the Company, which
could result in lower prices for the Company's
securities than might
otherwise be attained and could also result in a
larger spread between
the bid and asked prices for the Company's
securities.
Further, Nasdaq has the ability to suspend
trading of a Company's
stock at any time.
In addition, if the Common Stock is delisted
from trading on Nasdaq
and the trading price of the Common Stock is
less than $5.00 per
share, trading in the Common Stock would also
be
subject to the
requirements of Rule 15g-9 promulgated under the
Exchange Act. Under
such rule, broker/dealers who recommended such
low-priced securities
to persons other than established customers and
accredited investors
must satisfy special sales practice
requirements, including a
requirement that they make an individualized
written suitability
determination for the purchaser and receive
the purchaser's written
consent prior to the transaction. The
Securities Enforcement Remedies
and Penny Stock Reform Act of 1990 also requires
additional disclosure
in connection with any trades involving a stock
defined as a penny
stock (generally, according to recent
regulations
adopted by the
Commission, any equity security not traded on an
exchange or quoted on
Nasdaq that has a market price of less than
$5.00 per share, subject
to certain exceptions), including the
delivery, prior to any penny
stock transaction, of a disclosure schedule
explaining the penny stock
market and the risks associated therewith.
Such requirements could
severely limit the market liquidity of the
Common Stock. There can be
no assurance that the Common Stock will not be
delisted or treated as
a penny stock.
LIQUIDITY OF INVESTMENT
The Company's securities are traded on the
Nasdaq SmallCap Market, and
the Company's securities lack the liquidity of
securities traded on
the principal trading markets. Accordingly, an
investor may be unable
to promptly liquidate an investment in the
Common Stock.
POSSIBLE VOLATILITY OF STOCK
PRICE
The market price of the Company's securities,
like the stock prices of
many publicly traded technology and
telecommunication companies, has
been and may continue to be highly volatile.
POSSIBLE ADVERSE EFFECT OF SHARES ELIGIBLE
FOR FUTURE SALE
Future sales by existing stockholders could
adversely affect the
prevailing market price of the Company's
Common Stock. There are
100,000 common shares outstanding which were
issued pursuant to
Regulation S and may become freely tradeable
within 40 days. Further,
the remaining outstanding shares of the
Company's Common Stock other
than those subject to this offering are all
freely tradeable, subject
to volume and other restrictions imposed by
Rule 144 under the
Securities Act with respect to sales by
affiliates of the Company.
Sales of substantial amounts of Common Stock
may have
an adverse
effect on the market price of the Company's
Common Stock.
No prediction can be made as to the effect, if
any, that sales of
Common Stock or the availability of such
securities for sale will have
on the market prices prevailing from time to
time for the Common
Stock. Nevertheless, the possibility that
substantial amounts of such
securities may be sold in the public market
may adversely affect
prevailing market prices for the Company's
equity securities and could
impair the Company's ability to raise capital
in the future through
the sale of equity securities.
ANTITAKEOVER EFFECTS OF PROVISIONS OF THE
CERTIFICATE OF INCORPORATION
Camelot's Certificate of Incorporation
authorizes the issuance of
shares of "blank check" Preferred Stock. The
Board of Directors has
the authority to issue the Preferred Stock in
one or more series and
to fix the relative rights, preferences
and
privileges and
restrictions thereof, including dividend
rights, dividend rates,
conversion rights, voting rights, terms of
redemption, redemption
prices, liquidation preferences and the number
of shares constituting
any series or the designation of such
series. The issuance of
Preferred Stock may have the effect of
delaying, deferring or
preventing a change in control of the Company
without further action
by the stockholders of the Company. The
issuance of Preferred Stock
with voting and conversion rights may
adversely affect the voting
power of the holders of the Common Stock,
including the loss of voting
control to others.
RECENT DEVELOPMENTS
The Company's current principal Internet
software and hardware
licensing product is VideoTalk, which is a
Internet video conferencing
system.. VideoTalk is capable of video
conferencing at 15 frames per second over a 28.8
modem.
VideoTalk is a complete hardware and software
system which, when
connected to a multimedia PC, enables full-
duplex video conferencing
over the Internet and over local and wide area
networks. It uses a PCI
plug-and-play card which provides high quality
audio and video while
achieving extremely low processor load.
VideoTalk does not
require a
sound card or a video capture card, and allows
video conferencing over
the Internet with only a 28.8 kbps modem and a
60MHz Pentiumclass PC.
The VideoTalk unit includes a NTSC or PAL
color video camera, a
special version of the Proficia telephony
handset, and both the
VideoTalk and DigiPhone 2.0 software.
Its technical features include:
Multi-point conferencing
High frame rate
Low processor load
Expandable system
CIF, QCIF, and SQCIF formats Dual
NTSC or PAL video input Echo
cancellation
Full duplex audio/video Outstanding
speech quality H.323 compliant
Open architecture
Firmware upgradeable
Scaleable hardware and software
MIPS-based accelerated video
processing Built-in frame grabber
and audio amplifier
The Company had a series of one-to-one
demonstrations during the months of September
and October, 1997 with a majority of the
world's "top ten" PC manufacturers to
demonstrate its VideoTalk Internet
videoconferencing technology.
The Company also announced on November 5, 1997
that it has agreed with Everex Systems, Inc.
("Everex"), located in Fremont, California,
to demonstrate VideoTalk at the Everex booth at
COMDEX/Fall 1997 in Las Vegas commencing
November 17, 1997. Everex and Camelot will
demonstrate VideoTalk over a local area network
between their respective booths.
On September 22, 1997, the Company completed a
private placement (the
"Private Placement") of an aggregate of
800,000 9% Convertible
Debentures ("Debentures") and 40,000 Warrants to
purchase Common Stock
exercisable at $5.00 per share and 40,000
Warrants to purchase Common
Stock exercisable at $6.00 per share, for
gross proceeds of
approximately $800,000.
In connection with the Private Placement, the
Company
paid to the
Placement Agent total compensation equal to
thirteen
percent of the
gross proceeds received by the Company
from the sale of the
Debentures. See "Description of Securities-9%
Convertible Debentures"
and "Description of Securities-- Warrants."
On October 31, 1997, the Company concluded a
private placement of 412,500 Preferred Shares,
Series K for gross
proceeds of $412,500. See "Description of
SecuritiesPreferred Shares, Series K". The
Company paid a placement agent 25,000 warrants.
See "Description of SecuritiesWarrants."
On November 12, 1997 the company accepted a
Regulation S subscription for 100,00 shares for
a total purchase price of $278,150.
SELLING SECURITYHOLDERS
The following table sets forth certain
information, as of the date
hereof, with respect to the number of
shares of Common Stock
beneficially owned by each of the Selling
Securityholders presently
owned or if the Debentures are converted
and the warrants are
exercised and as adjusted to give effect to
the sale of the Shares
offered hereby. Beneficial ownership of the
shares offered hereby by
such Selling Securityholders will depend on the
number of shares sold
by each Selling Securityholder in this offering.
The Shares are being
registered to permit public secondary trading of
the Shares, and the
Selling Securityholders may offer the Shares
for resale from time to
time. RBB Bank AG has not had a material
relationship with the Company
within the past three years other than as a
result of the ownership of
the Shares or other securities of the Company.
Meteor Technology, plc
is a UK public company that the Company has
an indirect ownership
interest in and has two (2) directors which
are common to both
companies. See "Plan of Distribution."
The Shares offered by this Prospectus may be
offered from time to time
by the Selling Securityholders named below:
Ownership
Ownership
Prior to Offering(1)(2)
Number of after Offering(1)(2)
--------------------
Common Shares ----------------
Name and Address of Number of
Being
Number of
Selling Securityholder Common Percent
Offered
Common Percent
Shares
Shares
- - ---------------------- --------- ------- --
- ------- -------- -------
RBB Bank AG .
Aktiengesellschaft
Burgring 16
8010 Graz
Austria 418,240
15.41% 418,240
0 0%
Meteor Technology Plc
Watson House
54 Baker Street
London, UK
W1M1DJ 81,760 3.44%
81,760
0 0%
Reg-S Intercontinental 98,214 4.1%
98,214
0 0%
Investments, Ltd.
8770 SW 72nd Street
Suite 344
Miami, FL 33173
AM Investments, Ltd. 57,633 2.45%
57,633
0 0%
Watson House
54 Baker Street
London, UK W1M1DJ
JW Charles Securities 25,000
1.1% 25,000
0 0%
900 N. Federal Highway
Boca Raton, FL 33432
TOTAL. . . . . . . 680,847
(1) Percentage of voting beneficial
ownership is calculated assuming
2,296,621 voting shares of Company Stock were
outstanding
as of November 1,
1997. Beneficial ownership is determined in
accordance
with the rules
of the Securities and Exchange Commission and
generally
includes
voting or investment power with respect to
securities.
Shares of
Common Stock subject to options or warrants
currently
exercisable or
convertible, or exercisable or convertible
within 60 days
of October 31,
1997, are deemed outstanding for computing
the percentage of the
person holding such option or warrant but are
not deemed
outstanding
for computing the percentage of any other
person.
(2) RBB Bank AG has represented to the
Company that it is not the
beneficial owner and has no dispositive or
voting power
over the
Debentures and Warrants and therefore the Common
Stock
into which they
are convertible. RBB Bank AG represents
numerous nonaffiliated persons, none of which
owns more than ten (10%) percent of the
outstanding common shares of the Company.
The actual number of common shares owned by
RBB Bank AG may vary dependent on the
actual price per share of the common
shares at the time of the Debenture
conversion.
PLAN OF DISTRIBUTION
The Shares offered by the Selling
Securityholders are
not being
underwritten. The Company will receive no
proceeds from the sale of
the Shares. The Shares offered hereby may be
sold by
the Selling
Securityholders from time to time in
transactions (which
may include
block transactions) in the over-the-counter
market, in negotiated
transactions, or a combination of such methods
of sale, at fixed
prices that may be changed, at market prices
prevailing at the time of
sale, or at negotiated prices. The Selling
Securityholders may effect
such transactions by selling the Shares
directly to purchasers or
through broker-dealers that may act as agents
or principals. Such
broker-dealers may receive compensation in the
form of discounts,
concessions or commissions from the Selling
Securityholders and/or the
purchasers of the Shares for whom such broker-
dealers
may act as
agents or to whom they sell as principals, or
both (which compensation
as to a particular broker-dealer might be in
excess of customary
commissions).
Meteor Technology is owned directly and
indirectly approximately 73%
by the Company. Further, two of the
Company's directors are also
directors of Meteor Technology and the Chairman
is the same for both
Companies.
AM Investments, Ltd. is owned by the family of
the Chairman of the
Company, who is also the Chairman of AM
Investments, Ltd.
Other than the foregoing, there are no
material relationships between any of the
Selling Securityholders and the
Company or any of its predecessors or
affiliates.
The Selling Securityholders and any broker-
dealers
that act in
connection with the sale of the Shares as
principals may be deemed to
be "underwriters" within the meaning of
Section
2(11) of the
Securities Act and any commission received by
them and any profit on
the resale of such securities as principals
might be deemed to be
underwriting discounts and commissions under the
Securities Act. The
Selling Securityholders may agree to indemnify
any agent, dealer or
broker-dealer that participates in
transactions involving sales of
such securities against certain liabilities,
including liabilities
arising under the Securities Act. The Company
will not receive any
proceeds from the sales of the Shares. Sales
of the Shares by the
Selling Securityholders, or even the potential
of such sales, would
likely have an adverse effect on the market
price of the Company's
outstanding Common Stock.
At the time a particular offer of securities
is made by or on behalf
of the Selling Securityholder, to the extent
required, a prospectus
will be distributed which will set forth the
number of securities
being offered and the terms of the offering,
including the name or
names of any underwriters, dealers or agents,
if any, the purchase
price paid by any underwriter for securities
purchased from the
Selling Securityholder and any discounts,
commissions or concessions
allowed or reallowed or paid to dealers.
In order to comply with the securities laws
of certain states, if
applicable, the Shares will be sold in such
jurisdictions only through
registered or licensed brokers or dealers. In
addition,
in certain
states the Shares may not be sold unless they
have been registered or
qualified for sale in the applicable state or
an exemption from the
registration or qualification requirement is
available and is complied
with.
Under applicable rules and regulations under
the Exchange Act, any
person engaged in the distribution of
the Shares
may not
simultaneously engage in market making
activities with respect to the
securities of the Company for a period of two
business days prior to
the commencement of such distribution. In
addition
and without
limiting the foregoing, each Selling
Securityholder will be subject to
applicable provisions of the Exchange Act
and the rules and
regulations thereunder, including, without
limitation, Rules 10b-6 and
10b-7, which provisions may limit the timing of
purchases and sales of
shares of the Shares by the Selling
Securityholders.
The Shares were originally issued to the
Selling Securityholders
pursuant to an exemption from the registration
requirements of the
Securities Act provided by Section 4(2)
thereof. The Company agreed
to register the Shares under the Securities Act
and to indemnify and
hold such Selling Securityholders harmless
against certain liabilities
under the Securities Act that could arise in
connection with the sale
by such Selling Securityholders of the Shares.
The Company has agreed
to pay all reasonable fees and expenses
incident to the preparation
and filing of this Prospectus and the
Registration Statement on Form S-
3 of which it is a part.
DESCRIPTION OF SECURITIES
The authorized capital stock of the Company
consists of 50,000,000
shares of Common Stock and 100,000,000 shares of
Preferred Stock.
WARRANTS
As of October 31, 1997, there were 105,000
Warrants outstanding.
40,000 Warrants permit the holder to exercise
the warrant to purchase
one common share at an exercise price of $5.00
and 40,000 warrants
permit the holder to exercise the warrant and
purchase one common
share at an exercise price of $6.00; and 25,000
warrants permit the holder to exercise the
warrant and purchase one common share at an
exercise price of $4.50.
COMMON STOCK
As of September 26, 1997, there were 1,615,774
shares of Common Stock
outstanding. In addition, as of September
26, 1997, there were
approximately 400,000 outstanding options to
purchase shares of Common
Stock at exercise prices ranging from $2.06 to
$4.00 per share. Such
options expire on various dates through
September 19, 2007.
The holders of Common Stock are entitled to one
vote per share on all
matters to be voted upon by the stockholders.
Subject to preferences
that may be applicable to any outstanding
Preferred Stock, the holders
of Common Stock are entitled to receive
ratably such dividends, if
any, as may be declared from time to time by
the Company's Board of
Directors out of funds legally available
therefor. In the event of
the liquidation, dissolution or winding up of
the Company, the holders
of Common Stock are entitled to share ratably
in all assets remaining
after payment of liabilities, subject to prior
distribution rights of
Preferred Stock, if any, then outstanding. The
Common Stock has no
preemptive or conversion rights or other
subscription rights. There
are no redemption or sinking fund provisions
applicable to the Common
Stock. All outstanding shares of Common Stock
are fully paid and
nonassessable, and the shares of Common Stock
to be issued upon
completion of the Offering will be fully paid
and nonassessable.
PREFERRED STOCK
As of September 26, 1997, there were
1,345,295
Preferred Shares,
Series J outstanding. They vote with the common
stock.
On October 3, 1997, the board approved the
creation of
412,500 Preferred Shares,
Series K. These Preferred Shares are
convertible into
common shares on the basis
of the lower of $ 5.50 or 70% of the closing
price for the 5 previous trading days.
These shares are non voting unless otherwise
required by
Colorado law. The Preferred
Shares shall pay a cumulative dividend, when and
as declared by the Board of Directors out
of funds legally available therefor, of eight
(8%) percent of the purchase price, per annum,
payable in cash or Shares on the last day of the
fiscal quarter of the Corporation at the
discretion of the Corporation
The Company's Certificate of Incorporation
authorizes 100,000,000
shares of Preferred Stock. The Company's Board
of Directors has the
authority to issue Preferred Stock in one or
more series and to fix
the relative rights, preferences and
privileges and restrictions
thereof, including dividend rights, dividend
rates, conversion rights,
voting rights, terms of redemption, redemption
prices, liquidation
preferences and the number of shares
constituting any series or the
designation of such series. The issuance of
Preferred Stock may have
the effect of delaying, deferring or preventing
a change in control of
the Company without further action by the
stockholders of the Company.
The issuance of Preferred Stock with voting and
conversion rights may
adversely affect the voting power of the holders
of the Common Stock,
including the loss of voting control to others.
See "Risk Factors--
Need for Additional Financing; Issuance of
Securities by the Operating
Companies; Future Dilution" and "--Antitakeover
Effects of Provisions
of the Certificate of Incorporation and Delaware
Law."
9% CONVERTIBLE DEBENTURES
The Company has established 800,000 9%
Convertible Debentures (the
"Debentures"). As of September 26, 1997,
there were outstanding
800,000 Debentures. The following is a brief
summary of the terms of
Debentures. A complete description of the terms
of the Debentures is
set forth in the Company's Certificate of
Designation with respect
thereto.
The Debentures are due September 22, 2000 and
shall pay interest at a
rate of 9% per annum accrued and payable on the
last fiscal quarter of
the Company with the first six months interest
held by the Company and
not due or payable if the Debenture holder
converts into Common Stock
prior to the expiration of six months. The
Debentures shall be
convertible into the Corporation's Common Stock
at a conversion price
at the lesser of :
a) Floating Conversion Price. 65% of the
Average
closing bid price
of the Common Stock (the "Average Closing
Price") as reported by the
NASDAQ SmallCap Market or NASDAQ
Electronic Bulletin Board during the
five trading days immediately preceding
the date of conversion; or
b) Fixed Conversion Price. $3.00 per common
stock.
The Debentures are not convertible until the
expiration of the 90th
calendar day from issuance, December 22, 1997.
The Debentures have the
standard anti-dilution clauses. The Debentures
have no voting rights
until converted into Common Stock. The
Debentures are redeemable by
the Company at 150% of their face value.
REGISTRATION RIGHTS
In connection with the Private Placement, the
Company has agreed to
use its best efforts to (i) on or prior to
September 29, 1997, file
with the Commission a registration statement
with
respect to the
Common Stock issuable upon conversion of the
Debentures and exercise
of the Warrants, and (ii) cause such
registration statement to remain
effective until the date the holders of the
Debentures and Warrants
have completed the distribution of such
securities or until such
earlier time as such shares are no longer, by
reason of Rule 144(k)
promulgated under the Securities Act, required
to be registered for
the sale thereof by such holders.
In addition to the Debentures, Preferred
Shares, Series K, and Warrants
issued in the Private Placement, the Company
may include in such registration
statement up to an additional 81,760 shares
of Common Stock owned by Meteor
Technology Plc, an indirect subsidiary of the
Company and 57,633 shares of common
stock owned by AM Investments, Ltd. a private UK
company owned by the
family of the Chairman of the Company.
TRANSFER AGENT, AND REGISTRAR
The Transfer Agent and Registrar for the
Shares is Stock Transfer
Company of America, Inc. ("STCA"), 2415
Midway, Suite
125, Dallas,
Texas 75006. STCA can be reached at (972) 733-
3060.
LEGAL MATTERS
Certain legal matters with respect to the
validity of the Shares
offered hereby are being passed upon for the
Company by Jeanette
Fitzgerald. Ms. Fitzgerald is a director, vice
president, and general
counsel for the Company. She owns 1500 common
shares of the Company
and has options to exercise to acquire
additional Common Stock of the
Company. Further, she is a director of
Meteor Technology Plc but
owns no shares in Meteor Technology.
EXPERTS
The consolidated financial statements of the
Company appearing in the
Company's Annual Report on and Amendment No. 1
to the Form 10-K for the year ended April 30,
1997, and for each of the years in the three-
year period ended April
30, 1997, have been incorporated by reference
herein in reliance upon
the report of Lane, Gorman, and Trubitt, LLP,
independent certified
public accountants, and upon the authority of
such firm as experts in
accounting and auditing.
No dealer, salesperson or any other person has
been authorized to give
any information or to make any
representations other than those
contained in this Prospectus, and, if given or
made, such information
or representations must not be relied upon as
having been
authorized
by the Company. Neither the delivery of this
Prospectus nor any sale
made hereunder shall, under any circumstances,
create any implication
that there has been no change in the affairs of
the Company or that
the information contained herein is correct as
of any time subsequent
to the date hereof. This Prospectus does not
constitute an offer to
sell or a solicitation for an offer to buy
any
securities offered
hereby by anyone in any jurisdiction in
which such offer or
solicitation is not authorized or in which the
person making such
offer or solicitation is not qualified to do so
or to anyone to whom
it is unlawful to make such offer or
solicitation.
-------------------------
TABLE OF CONTENTS ---
----------------------
PAGE
Available Information . . . . . . . . . . . . .
. . . . . .
. . . .5
Information Incorporated by Reference . . . . .
. . . . . . . . . .5
Risk Factors .. . . . . . . . . . . . . . . . .
. . . . . .
. . .6
Recent Developments . . . . . . . . . . . . . .
. . . . . .
. ..11
Selling Securityholders . . . . . . . . . . . .
. . . . . .
. . ..13
Plan of Distribution. . . . . . . . . . . . . .
. . . . . .
. . . . 14
Description of Securities . . . . . . . . . . .
. . . . . .
. . .16
Legal Matters . . . . . . . . . . . . . . . . .
. . . . . .
. . . .18
Experts . . . . . . . . . . . . . . . . . . . .
. . . . . .
. . . .18
Until , 1997 (25 days after the
date of this Prospectus),
all dealers effecting transactions in the
registered securities
offered hereby, whether or not participating in
this distribution, may
be required to deliver a Prospectus. This is
in
addition to the
obligation of dealers to deliver a
Prospectus when acting as
underwriters and with respect to their
unsold allotments or
subscriptions.
CAMELOT CORPORATION
680,847 SHARES
COMMON STOCK
--------------------
PROSPECTUS ------
--------------
November ____, 1997
PART II
INFORMATION NOT REQUIRED IN
PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION
All expenses incurred in connection with the
issuance and distribution
of the securities being registered will be
paid by the Registrant.
The following is an itemized statement of
these expenses. All amounts
are estimates except the Securities and
Exchange Commission
registration fee and the Nasdaq listing fee.
SEC registration fee . . . . . . . . . . . .
. . . . .
$846
Nasdaq listing fee . . . . . . . . . .
. . . .
4,000
Printing and Engraving . . . . . . . .
. .. . .
1,000
Legal fees and expenses of the Registrant.
. . . . . . 1,000
Accounting fees and expenses . . . . . . .
. . . . . . 1,000
- ------
Total. . . . . . . . . . . . .
. . . . .
....$ 7,846
- ------
- ------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND
OFFICERS
The Articles and Bylaws of the Company
provide for indemnification of
the officers and directors of the Company
against reasonable costs
and expenses, including counsel fees,
actually and necessarily
incurred by him in connection with any
action, suit or proceeding to
which he may be made a party by reason of
his being or having been a
director or an officer of the Company,
except in relation to any
action suit or proceeding in which he has
been adjudged liable because
of negligence , misconduct, or gross
negligence for liabilities
arising from their activities as officers and
directors. Further, the
bylaws of the Company permit indemnification
to the fullest extent
permitted by the laws of Colorado. The
Registrant has obtained
liability insurance for its directors and
officers.
ITEM 16. EXHIBITS
Exhibit No. Description
*3.1 (1) Certificate of Incorporation of the
Registrant,
as amended to date.
3.2 Bylaws of the Registrant, as amended to
date.
3.3 Certificate of Designations of
Debentures and
Convertible Preferred Stock.
4.2 Specimen Common Stock certificate.
4.3 Form of Subscription Agreement, by and
between
the Registrant and the Selling
Securityholders, as applicable
4.4 Form of Common Stock Purchase Warrant
5.1 Opinion of Jeanette Fitzgerald, Esq.
10.2 Employment Agreement, between the
Registrant and Daniel
Wettreich
21.1 Subsidiaries of the Registrant.
23.1 Consent of Lane, Gorman, and Trubitt
L.L.P.
23.2 Consent of Jeanette Fitzgerald, Esq.
(included in the opinion filed as
Exhibit 5.1).
*Previously filed
- - -------------------
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes
that it will:
1) File, during any period in which
it offers
or sells
securities, a post-effective amendment to this
Registration Statement
to:
i) Include any prospectus required
by Section 10
(a) (3) of the
Securities Act;
ii) Reflect in the prospectus any
facts or events which, individually
or together, represent a fundamental
change in the information in the
Registration Statement.
Notwithstanding the foregoing, any increase
or decrease in volume of securities
offered (if the total dollar value
of securities offered would not exceed
that which was registered) and
any deviation from the low or high end
of the estimated maximum
offering range may be reflected in the
form of prospectus filed with
changes in volume and price represent
no more than a 20 percent change
in the maximum aggregate offering
price set forth in the "Calculation
of Registration Fee" table in the
effective Registration Statement;
and
iii) Include any additional or
changed material information on
the plan of distribution.
2) For determining liability under the
Securities
Act, treat
each post-effective amendment as a new
registration statement of the
securities offered, and the offering of such
securities at that time
to be the initial bona fide offering.
3) File a post-effective amendment to
remove from
registration
any of the securities that remain unsold at the
end of the offering.
Insofar as indemnification for
liabilities arising
under the
Securities Act may be permitted to directors,
officers and controlling
persons of the Registrant pursuant to the
Colorado General Corporation
Law, the Certificate of Incorporation or the
Bylaws of the Registrant,
or otherwise, the Registrant has been advised
that in the opinion of
the Securities and Exchange Commission such
indemnification is against
public policy as expressed in the Securities
Act, and is, therefore,
unenforceable. In the event that a claim for
indemnification against
such liabilities (other than the payment by the
Registrant of expenses
incurred or paid by a director, officer, or
controlling person of the
Registrant in the successful defense of
any action,
suit or
proceeding) is asserted by such director,
officer or controlling
person in connection with the securities
being registered
hereunder,
the Registrant will, unless in the opinion of
its counsel the matter
has been settled by controlling precedent,
submit to a court of
appropriate jurisdiction the question of
whether such indemnification
by it is against public policy as expressed in
the Securities Act and
will be governed by the final adjudication of
such issue.
The Registrant hereby undertakes that:
1) For determining any liability
under the
Securities Act,
treat the information omitted from the form
of Prospectus
filed as
part of this Registration Statement in
reliance upon Rule 430A and
contained in a form of prospectus filed by the
Registrant pursuant to
Rule 424 (b) (1) or (4) or 497 (h) under the
Securities Act
shall be
deemed to be part of this Registration
Statement as of the time the
commission declared it effective.
2) For determining any liability under the
Securities Act,
treat each post-effective amendment that
contains a form of prospectus
as a new registration statement for the
securities offered in the
registration statement, and that offering of
the securities at that
time as the initial bona fide offering of those
securities.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, as
amended, the Registrant certifies that it has
reasonable grounds to
believe that it meets all of the requirements
for filing on Form S-3
and authorized this Registration Statement to
be signed on its behalf
by the undersigned, thereunto duly authorized,
in the City of Dallas,
State of Texas, on this 20th day of November,
1997.
CAMELOT
CORPORATION
By: /s/
Daniel Wettreich
Daniel Wettreich
Chairman and CEO
/s/ Daniel Wettreich President
and Chief
Executive November 20, 1997
Daniel Wettreich Officer)
and a
Director
/s/ Robert Gregory Vice
President
(Principal Financial November 20,1997
Robert Gregory and
Principal
Accounting Officer)
Director
/s/Jeanette Fitzgerald Vice
President,
General Counsel November 20, 1997
Jeanette Fitzgerald
Director
/s/ Alan Wolfe
Director
November 20, 1997
Alan Wolfe
/S/ Bruce Baldwin
Director
November 20, 1997
Bruce Baldwin
3.2 Bylaws of the Registrant, as amended to date.
<PAGE>
BYLAWS OF
CAMELOT CORPORATION
(the "Corporation")
ARTICLE I
Offices
Section 1.1 Offices. The Registered office of the
Corporation shall be at 1400 Glenarm Place, Denver, Colorado
80202. The Corporation may have such other officers within
or without the State of Colorado as the Board of Directors
may from time to time establish.
ARTICLE II
Capital Stock
Section 2.1 Certificate Representing Shares. Shares of the
classes of capital stock of the Corporation shall be
represented by certificates in such form or forms as the
Board of Directors may approve; provided that, such form as
the Board of Directors may approve; provided that, such
forma or forms shall comply with all applicable requirements
of law or of the Certificate of Incorporation. Such
certificates shall be signed by the president or a vice
president, and by the secretary or an assistant secretary,
of the Corporation and may be sealed with the seal of the
corporation or imprinted or otherwise marked with a
facsimile of such seal. In the case of any certificate
countersigned by any transfer agent or registrar, provided
such countersigner is not the corporation itself or any
employee thereof, the signature of any or all of the
foregoing officers of the Corporation may be represented by
a printed facsimile thereof. If any officer whose
signature, or a facsimile thereof, shall have been set upon
any certificate shall cease, prior to the issuance of such
certificate, to occupy the position in light of which his
signature, or facsimile thereof, was so set upon such
certificate, the Corporation may nevertheless adopt and
issue such certificate with the same effect as if such
officer occupied such position as of such date of issuance;
and issuance and delivery of such certificate by the
Corporation shall constitute adoption thereof by the
Corporation. The certificates shall be consecutively
numbered, and as they are issued, a record of such issuance
shall be entered in the books of the Corporation.
Section 2.2 Stock Certificate Book and Shareholders of
Record. The secretary of the Corporation shall maintain,
among other records, a stock certificate book, the stubs in
which shall set forth the names and addresses of the holders
of all issued shares of the Corporation, the number of
shares held by each, the number of certificates representing
such shares originate from original issue or from transfer.
The names and addresses of shareholders as they appear on
the stock certificate book shall be the official list of
shareholders of records of the Corporation for all purposes.
The Corporation shall be entitled to treat the holder of
record of any shares as the owner thereof for all purposes,
and shall not be bound to recognize any equitable or other
claim to, or interest in, such shares or any rights deriving
from such shares on the part of any other person, including,
but without limitation, a purchaser, assignee, or
transferee, unless and until such other person becomes the
holders of records of such shares, whether or not the
Corporation shall have either actual or constructive notice
of the interest of such other person.
Section 2.3 Shareholder' Change of Name and Address. Each
shareholder shall promptly notify the secretary of the
Corporation, at tit principal business office, by written
notice sent by certified mail, return receipt requested, of
any change in name or address of the shareholder form that
as it appears upon the official list of shareholders of
records of the Corporation. The secretary of the
Corporation shall then enter such changes into all affected
Corporation records, including, but not limited to, the
official list of shareholders of records.
Section 2.4 Transfer of Stock. The shares represented by
any certificate of the Corporation are transferable only on
the books of the Corporation by the holder of record thereof
or by his duly authorized attorney or legal representative
upon surrender of the certificate for such shares, properly
endorsed or assigned. The Board of Directors may make such
rules and regulations concerning t6he issue, transfer,
registration, and replacement of certificates as they deem
desirable or necessary.
Section 2.5 Transfer Agent and Registrar. The Board of
Directors may appoint one (1) or more transfer agents or
registrars of the shares, or both, and may require all share
certificates to bear the signature of a transfer agent or
registrar, or both.
Section 2.6 Lost, Stolen, or Destroyed Certificates. The
Corporation may issue a new certificate for shares of stock
in the place of any certificate therefore issued and alleged
to have been lost, stolen or destroyed; but, the Board of
Directors may require the owner of such lost, stolen or
destroyed certificate, or his legal representative, to
furnish an affidavit as to such loss, theft, or destruction
and to give a bond in such form and substance, and with such
surety or sureties, with fixed or open penalty, as the Board
may direct, in order to indemnify the Corporation and its
transfer agents and registrars, if any against any claim
that may be made on account of the alleged loss, theft or
destruction of such certificate.
Section 2.7 Fractional Shares. Only whole shares of the
stock of the Corporation shall be issued. In case of any
transaction by reason of which a fractional share might
otherwise be issued, the directors, or the officers in the
exercise of powers delegated by the directors, shall take
such measures consistent with the law, the Certificate of
Incorporation and these Bylaws, including (for example, and
not by way of limitation) the payment in cash of an amount
equal to the fair value of any fractional share, as they may
deem proper to avoid the issuance of any fractional share.
ARTICLE III
The Shareholders
Section 3.1 Annual Meeting. The Annual Meeting of the
Shareholder, for the election of directors and for the
transaction of such other business as may properly come
before the meeting, shall be held at the principal office of
the Corporation, at such place and time as may be designated
by the Board of Directors. Failure to hold any annual
meeting or meetings shall not work a forfeiture or
dissolution of the Corporation.
Section 3.2 Special Meetings Except as otherwise provided
by law or by the Certificate of Incorporation, special
meetings of the shareholders may be called by the chairman
of the Board of Directors, the president, any one of the
directors, or the holders of not less than one-tenth of all
the shares having voting power at such meeting, and shall be
held at the principal office of the Corporation or at such
other place, and at such other time, as may be stated in the
notice calling such meeting. Business transacted at any
special meeting of shareholders shall be limited to the
purpose stated in the notice of such meeting given in
accordance with the terms of Section 3.3.
Section 3.3 Notice of Meetings-Waiver. Written notice of
each meeting of shareholders, stating the place, day and
hour of any meeting and, in case of a special shareholders'
meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten (10) nor more
than sixty (60) days before the date of such meeting, either
personally or by mail, by or at the direction of the
president, the secretary, or the persons calling the
meeting, to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed
to the shareholder at his address as it appears on the stock
transfer books of the Corporation, with postage thereon
prepaid. Such further or earlier notice shall be given as
may be required by law. The signing by a shareholder of a
written waiver of notice of any shareholders' meeting,
whether before or after the time stated in such waiver,
shall be equivalent to the receiving by him of all notice
required to be given with respect to such meeting.
Attendance by a person at a shareholders' meeting shall
constitute a waiver of notice of such meeting except when a
person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not
lawfully called or convened. No notice of any adjournment
of any meeting shall be required.
Section 3.4 Closing of Transfer Books and Fixing Record
Date. In order that the Corporation may determine the
shareholders entitled to notice of or to express consent to
corporate action in writing without a meeting, or entitled
to receive payment of any dividend or other distribution or
allotment of any rights, or entitle to exercise any rights
in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of
Directors may fix in advance, a record date, which shall not
be more than sixty (60) no less than ten (10) days before
the date of such meeting, not more than sixty (60) days
prior to any other action. If no record date is fixed, the
record date shall be as follows: the record date for
determining shareholders entitle to notice of or to vote at
a meeting of shareholders shall be at the close of business
on the day next preceding the day on which notice is given,
or, if notice is waived, at the closed of business on the
day next preceding the day on which the meeting is held; the
record date for determining shareholders entitle to express
consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is necessary,
shall be the day on which the first written consent is
expressed; and , the record date for determining
shareholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts
the resolution relating thereto.
Section 3.5 Voting List. The officer or agent having charge
of the stock transfer books for shares of the Corporation
shall make, at least ten (10) days before each meeting of
shareholders, a complete list of the shareholders entitle to
vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of
shares held by each, which list, for a period of ten (10)
days prior to such meeting, shall be kept on file at a place
within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not
so specified, at the place where the meeting is to be held.
The list shall be subject to lawful inspection by any
shareholder at any time during the usual business hours.
Such list shall also be produced and kept open at the time
and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the
meeting.
Section 3.6 Quorum and Officers. Except as otherwise
provided by law, by the Certificate of Incorporation or by
these Bylaws, the holders of a majority of the shares
entitle to vote and represented in person or by proxy shall
constitute a quorum at a meeting of shareholders, but the
shareholders present at any meeting, although representing
less than a quorum, may from time to time adjourn the
meeting to some other day and hour, without notice other
than announcement of the meeting. 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. The
vote of the holders of a majority of the shares entitle to
vote and thus represented at a meeting at which a quorum is
present shall be the act of the shareholders' meeting,
unless the vote of a greater number I required by law. The
Chairman of the Board shall preside at, and the secretary
shall keep the records of, each meeting of shareholders, and
in the absence of either such officer, his duties shall be
performed by any other officer authorized by these Bylaws or
any person appointed by resolution duly adopted at the
meeting.
Section 3.7 Voting at Meeting. Each outstanding share shall
be entitled to one (1) vote on each matter submitted to a
vote at a meeting of shareholders except to the extent that
the Certificate of Incorporation or the laws of the State of
Colorado provide otherwise.
Section 3.8 Proxies A shareholder may vote either in person
or by proxy executed in writing by the shareholder; but, no
such proxy shall be voted or acted upon after three (3)
years from its date, unless the proxy provides for a longer
period. A duly executed proxy shall be irrevocable if its
states that it is irrevocable and if, and only as long as,
it is coupled with an interest sufficient in law to support
an irrevocable power. A proxy may be made irrevocable
regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the
Corporation generally.
Section 3.9 Balloting. All elections of directors shall be
by written ballot. Upon the demand of any shareholder, the
vote upon any other question before the meeting shall be by
ballot. At each meeting, inspectors of election may be
appointed by the presiding officer of the meeting,; an, at
any meeting for the election of directors, inspectors shall
be so appointed on the demand of any shareholder present or
represented by proxy and entitled to vote in such election
of directors. The number of votes cast by shares in the
election of directors shall be recorded in the minutes.
Section 3.10 Voting Rights, Prohibition of Cumulative Voting
for Directors. Each outstanding share of common stock shall
be entitled to one (1) vote upon each matter submitted to a
vote at a meeting of shareholders. No shareholder shall
have the right to cumulate his voted for the election of
directors but each share shall be entitled to one (1) vote
in the election of each director unless the Articles of
Incorporation provide otherwise. IN the case of any
contested election for any directorship, the candidate for
such position receiving a plurality of the votes cast in
such election shall be elected to such position.
Section 3.11 Record of Shareholders. The Corporation shall
keep at its principal business office, or the office of its
transfer agents or registrars, a record of its
shareholders, giving the names and addresses of all
shareholders and the number and class of the shares held by
each.
Section 3.12 Action without Meeting. Any action required
by statute to be taken at a meeting of the shareholders of
the Corporation, or any action which may be taken at a
meeting of the shareholder, may be taken without a meeting,
without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed
by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitle
to vote thereon were presented and voted.
Article IV
The Board of Directors
Section 4.1 Number, Qualifications and Term. The business
and affairs of the Corporation shall be managed or be under
the direction of the Board of Directors; and, subject to any
restrictions imposed by laws, by the Certificate of
Incorporation , or by these Bylaws, the board of Directors
may exercise all the powers of the Corporation. The Board
of Directors shall consist of a minimum or three (3)
members. Such number may be increased or decreased by
amendment of these Bylaws, provided that no decrease shall
effect a shortening of the term of any incumbent director or
decreases the number of directors below three (3).
Directors need not be residents of Colorado or shareholders
of the Corporation absent provision to the contrary in the
Certificate of Incorporation or laws of the State of
Colorado. Except as otherwise provided in Section 4.3 of
these Bylaws, each position on the Board of Directors shall
be filled by election at the annual meeting of shareholders.
Any such election shall be conducted in accordance with
Section 3.10 of these Bylaws. Each person elected a
director shall hold office until his successor is duly
elected and qualified or until his earlier resignation or
removal in accordance with Section 4.2 of these Bylaws.
Section 4.2 Removal. Any director or the entire Board of
Directors may be removed from office, with or without cause,
at any special meeting of shareholders by the affirmative
vote of the holders of a majority of the shares present in
person or by proxy and entitled to vote at such meeting, if
notice of the intention to act upon such matter shall have
been given in the notice calling such meeting. If the
notice calling such meeting shall have so provided, the
vacancy caused by such removal may be filled at such meeting
by the affirmative vote of a majority in number of the
shares of the shareholders present in person or by proxy and
entitled to vote.
Section 4.3 Vacancies. Vacancies and newly cre3ated
directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the
directors then in office, although less than a quorum, or by
a sole remaining director. When one (1) or more directors
shall resign from the Board, effective at a future date, a
majority of the directors then in office, including those
who have so resigned, shall have power to fill such vacancy
or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each
director so chosen shall hold office as provided in this
Section in the fill in of other vacancies. A director
elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office.
Section 4.4 Regular Meetings. Regular meetings of the Board
of Directors shall be held immediately following each annual
meeting of shareholders, at the place of such meeting, and
at such other times and places as the Board of Directors
shall determine. NO notice of any kind of such regular
meetings need be given to either old or new members of the
Board of Directors.
Section 4.5 Special Meetings. special meetings of the Board
of Directors shall be held at any time by call of the
Chairman of the board, the president, the secretary or any
one director. The secretary shall give notice of each
special meeting to each director at his usual business or
residence address by mail at least three (3) days before the
meeting or by telegraph or telephone at least one (1) day
before such meeting. Except as otherwise provided by laws,
by the Certificate of Incorporation, or by these Bylaws,
such notice need not specify the business to be transacted
at, or the purpose of, such meeting. No notice shall be
necessary for any adjournment of any meeting. The signing
of a written waiver of notice of any special meeting by the
person or persons entitle to such notice, whether before or
after the time stated therein, shall be equivalent to the
receiving of such notice. Attendance of a director at a
meeting shall also constitute a waiver of notice of such
meeting, except where a director attends a meeting for the
express and announced purpose of objecting, at the beginning
of the meeting, to the transaction of any business on the
grounds that the meeting is not lawfully called or convened.
Section 4.6 Quorum. A majority of the number of directors
fixed by these bylaws shall constitute a quorum for the
transaction of business and the act of not less than a
majority of such quorum of the directors shall be required
in order to constitute the act of the Board of Directors,
unless the act of a greater number shall be required by
laws, by the Certificate of Incorporation or by these
Bylaws.
Section 4.7 Procedure at Meetings. The Board of Directors,
at each regular meeting held immediately following the
annual meeting of shareholders, shall appoint one (1) of
their number as Chairman of the Board of Directors. The
Chairman of the Board shall preside at meetings of the
Board. In his absence at any meeting, any officer
authorized by these Bylaws or any member of the Board
selected by the members present shall preside. The
secretary of the Corporation shall act a secretary at all
meetings of the Board. IN his absence, the presiding
officer of the meeting may designate any person to act as
secretary. At meetings of the Board of directors, the
business shall be transacted in such order as the board may
from time to time determine.
Section 4.8 Presumption of Assent. Any director of the
Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such
dissent by registered mail to the secretary of the
Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
Section 4.9 Action Without Meeting. Any action required by
statute or permitted to be taken at a meeting of the
directors of the Corporation, or of any committee thereof,
may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all
directors or all committee members as the case may be, and
if the consent in writing shall be filed with the minutes of
the proceedings of the Board or committee.
Section 4.10 Compensation. Directors as such shall not
receive any stated salary for their service, but by
resolution of the Board of Directors, a fixed sum and
reimbursement for reasonable expenses of attendance, if any,
may be allowed for attendance at each regular or special
meeting of the Board of Directors or at any meeting of the
executive committee of directors, if any, to which such
director may be elected in accordance with the following
Section 4.11; but, nothing herein shall preclude any
director from serving the Corporation in any other capacity
or receiving compensation therefor.
Section 4.11 Executive Committee. The board of Directors,
by resolution adopted by a majority of the number of
directors fixed by theses bylaws, may designate an executive
committee, which committee shall consist of two (2) or more
of the directors of the Corporation. Such executive
committee may exercise such authority of the Board of
Directors in the business and affairs of the Corporation as
the Board of Directors may be resolution duly delegate to it
except as prohibited by law. The designation of such
committee and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed upon it or him by
law. Any member of the executive committee may be removed
by the Board of Directors by the affirmative vote of a
majority of the number of directors fixed by the Bylaws
whenever in the judgment of the Board the best interests of
the Corporation will be served thereby.
The executive committee shall keep regular minutes of its
proceedings and report the same to the Board of Directors
when required. The minutes of the proceedings of the
executive committee shall be placed in the minute book of
the corporation.
Section 4.12 Advisory Committee. The Board of Directors may
for its convenience, and at its discretion, appoint one (1)
or more advisory committees of two (2) or more directors
each; but, no such advisory committees shall have any power
or authority except to advise the Board of Directors, any
such committee shall exist solely at the pleasure of the
Board of Directors, no minutes of the proceedings of any
such committee shall be kept, and no member of any such
committee shall receive any compensation for such membership
except by way of reimbursement for reasonable expenses
actually incurred by him by reason of such membership.
ARTICLE V
Officers
Section 5.1 Number. The officers of the Corporation
shall consist of a president, one (1) or more vice
presidents, a secretary and a treasurer; and , in addition,
such other officers and assistant officers and agents as my
be deemed necessary or desirable. Officers shall be elected
or appointed by the Board of Directors. Any tow (2) or more
offices may be held by the same person except that the
president and secretary shall not be the same person. In
its discretion, the Board of Directors may leave unfilled
any office except those of president, treasurer and
secretary.
Section 5.2 Election; Term; Qualification. Officers
shall be chosen by the Board of Directors annually at the
meeting of the Board of Directors following the annual
shareholders' meeting. Each officer shall hold office until
his successor has been chosen and qualified, or until his
death, resignation, or removal.
Section 5.3 Removal. Any officer or agent elected or
appointed by the Board of Directors may be removed by the
Board of Directors whenever inits judgment the best interest
of the in its will be served thereby; but, such removal
shall be without prejudice to the contract rights, if any,
of the person so removed. Election or appointment of an
officer or agent shall not of itself create any contract
rights.
Section 5.4 Vacancies. Any vacancy in any officer for any
cause may be filled by the Board of Directs at any meeting.
Section 5.5. Duties. The officers of the Corporation shall
have such power and duties, except as modified by the Board
of Directors, as generally pertain to their officer,
respectively, as well as such powers and duties as from time
to time shall be conferred by the Board of Directors and by
these Bylaws.
Section 5.6 The President. The president shall have
general direction of the affairs of the Corporation and
general supervision over its several officers, subject
however, to the control of the Board of Directors. He shall
at each annual meeting, and from time to time report to the
shareholders and to the Board o f Directors all matters
within his knowledge which, in his opinion, the interest of
the Corporation may require to be brought to the notice of
such persons. He may sign, with the secretary or assistant
secretary , any or all certificates of stock of the
Corporation. He shall preside at all meetings of the
shareholders, shall sign and executes in the name of the
Corporation (i) all contracts or other instruments
authorized by the board of Directors, and (ii) all contracts
or instruments in the usual and regular course of business,
pursuant to Section 6.2 hereof, except in cases when the
signing and execution thereof shall be expressly delegated
or permitted by the Board or by these Bylaws to some other
officer of agent of the Corporation; and, in general, shall
perform all duties incident to the office of president, and
such other duties as from time to time may be assigned to
him by the Board of Directors or as are prescribed by these
Bylaws.
Section 5.7 The Vice Presidents. At the request of the
president, or in his absence or disability, the vice
presidents, in the order of their election, shall perform
the duties of the president, and, when so acting, shall have
all the powers of, and be subject to all restrictions upon,
the president. Any action taken by a vice president in the
performance of the duties of the president shall be
conclusive evidence of the absence or inability to act of
the president at the time such action was take. The vice
presidents shall perform such other duties as may, form time
to time, be assigned to them by the Board of Directors or
the president. A vice President may sign, with the
secretary or an assistant secretary, certificates of stock
of the Corporation.
Section 5.8 Secretary. The secretary shall keep the
minutes of all meetings of the shareholders, of the Board of
Directors, in one or more books provided for such purpose
and shall see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law.
He shall be custodian of the corporate records and of the
seal (if any) of the Corporation and see, if the Corporation
has a seal , that the seal of the Corporation is affixed to
all documents the execution of which on behalf of the
Corporation under its seal is duly authorized; shall have
general charge of the stock certificate books, transfer
books and stock ledgers, and such other books and papers of
the Corporation as the Board of Directors may direct, all of
which shall, at all reasonable times be open to the
examination of any director, upon application oat the
officer of the Corporation during business hours.; and in
general shall perform all duties and exercise all powers
incid3ent to the office of the secretary and such other
duties and powers as the board of Directors or the president
from time to time may assign to or confer on him.
Section 5.9 Treasurer. The treasurer shall keep complete
and accurate records of account, showing at all times the
financial condition of the Corporation. He shall be the
legal custodian of all money, notes, securities and other
valuables which may from, time to time come into the
possession of the Corporation. He shall furnish at meetings
of the Boa4rd of Directors, or whenever requested, a
statement of the financial condition of the Corporation, and
shall perform such other duties as these Bylaws may require
or the Board of Directors may prescribe.
Section 5.10 Assistant Officers Any assistant secretary or
assistant treasurer appointed by the Board of Directors
shall have power to perform, and shall perform, all duties
incumbent upon the secretary or treasurer of the
Corporation, respectively, subject to the general direction
of such respective officers, and shall perform such other
duties as these Bylaws may require or the Board of Directors
may prescribe.
Section 5.11 Salaries. The salaries or other compensation
of the officers shall be fixed from time to time by the
Board of Directors. No officer shall be prevented from
receiving such salary or other compensation by reason of the
fact that he is also a director of the Corporation.
Section 5.12 Bonds of Officers. The Board of Directors may
secure the fidelity of any officer of the Corporation by
bond or otherwise, on such terms and with such surety or
sureties, conditions, penalties, or securities as shall be
deemed proper by the Board of Directors.
Section 5.13 Delegation. The Board of Directors may
delegate temporarily the powers and duties of any officer of
the Corporation, in case of his absence or for any other
reason, to any other officer, and may authorize the
delegation by any officer of the Corporation of any of his
powers and duties to any agent or employee, subject to the
general supervision of such officer.
ARTICLE VI
Miscellaneous
Section 6.1 Dividends. Dividends on the outstanding shares
of the Corporation, subject to the provision of the
Certificate of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid by the Corporation
in cash, in property, or in the Corporation's own shares,
but only out of the surplus of the Corporation, except as
otherwise allowed by law.
Subject to limitations upon the authority of the Board of
Directors imposed by law or by the Certificate of
Incorporation, the declaration of and provision for payment
of dividends shall be at the discretion of the Board of
Directors.
Section 6.2 Contracts. The president shall have the power
and authority to execute, on behalf of the Corporation,
contracts or instruments in the usual and regular course of
business, and in addition the Board of Directors may
authorize any officer or officers, agent or agents, of the
Corporation to enter into any contract or execute and
deliver any instruments in the name of and on behalf of the
Corporation, and such authority may be general or confined
to specific instances. Unless so authorized by the Board of
Directors or by these Bylaws, no officer, agent or employee
shall have any power or authority to bind the Corporation by
any contract or engagement, or to pledge its credit or to
render it pecuniarily liable for any purpose or in any
amount.
Section 6.3 Checks, Drafts, etc. All checks, drafts, or
other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the
Corporation shall be signed by such officers or employees of
the Corporation as shall from time to time be authorized
pursuant to these bylaws or by resolution of the Board of
Directors.
Section 6.4 Depositories. All funds of the Corporation
shall be deposited from time to time to the credit of the
Corporation in such banks or other depositories as the Board
of Directors may from time to time designate, and upon such
terms and conditions as shall be fixed by the Board of
Directors. THE Board of Directors may from time to time
authorize the opening and maintaining within any such
depository as it may designate, of general and special
accounts, and may make such special rules and regulations
with respect thereto as it may deem expedient.
Section 6.5 Endorsement of Stock Certificates. Subject to
the specific directions of the Board of Directors, any share
or shares of stock issued by any corporation and owned by
the Corporation, including required shares of the
Corporation's own stock, may, for sale or transfer, be
endorsed in the name of the Corporation by the president or
any vice president; and such endorsement may at attested or
witnessed by the secretary or any assistant secretary either
with or without the affixing thereto of the corporate seal.
Section 6.6 Corporate Seal The corporate seal, if any,
shall be in such form as the Board of Directors shall
approve, and such seal, or a facsimile thereof, may be
impressed on, affixed to, or in any manner reproduced upon,
instruments of any nature required to be executed by
officers of the Corporation.
Section 6.7 Fiscal Year. The fiscal year of the Corporation
shall begin and end on such dates as the Board of Directors
at any time shall determine.
Section 6.8 Books and Records The Corporation shall keep
correct and complete books and records of account and shall
keep minutes of the proceedings of its shareholders and
Board of Directors, and shall keep at its registered office
or principal place of business, or at the office of its
transfer agent or registrar, a record of its shareholders,
giving the names and addresses of all shareholders and the
number and class of the shares held by each.
Section 6.9 Resignations. Any director or officer may
resign at any time. Such resignations shall be made in
writing and shall take effect at the time specified therein,
or, if no time is specified, at the time of its receipt by
the president or secretary. The acceptance of a resignation
shall not be necessary to make it effective, unless
expressly so provided in the resignation.
Section 6.10 Indemnification of Officers, Directors
Employees and Agents. THE Corporation shall indemnify any
person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of
the Corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the Corporation, and , with respect to any
criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of
the Corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee
or agent of another corporate, partnership, joint venture,
trust or other enterprise against expenses (including
attorney's fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of
the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to
the corporation unless and only to the extent that the court
in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnify for
such expenses which the court shall deem proper.
Any indemnification under this section shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification is proper because the
director, officer, employee or agent has met the applicable
standard of conduct set forth above. Such determination
shall be made as follows: by the Board of Directors by a
majority vote of a quorum consisting of directors who are
not parties to such action, suit or proceeding; or if such a
quorum is not obtainable, or even if obtainable and a quorum
of disinterested directors so directs, by independent legal
counsel in a written opinion; or by the shareholders.
Section 6.11 Meetings by Telephone. Subject to the
provision required or permitted by these bylaws or the law
of the State of Colorado for notice of meetings, members of
the Board of Directors, or members of any committee
designated by the Board of Directors, may participate in and
hold any meeting required or permitted under these bylaws by
telephone or similar communication equipment by means of
which all person participating in the meeting can hear each
other. Participation in a meeting pursuant to this Section
shall constitute presence in person at such a meeting,
except where a person participates in the meeting for the
express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground
that the meeting is not lawfully called or convened.
ARTICLE VII
Amendments
Section 7.1 Amendments. If permitted by the Certificate of
Incorporation, these bylaws may be altered, amended or
repealed, or new bylaws may be adopted, by the Directors at
any duly held meeting or by the holders of a majority of the
shares represented at any duly held meeting of shareholders;
provided that notice of such proposed action shall have been
contained in the notice of any such meeting.
Certificate by Secretary
The undersigned, being the secretary of Camelot Corporation,
hereby certifies that the foregoing code of Bylaws was duly
adopted by the Board of Directors of said Corporation
effective April 28, 1989.
_______________________________
Jeanette Fitzgerald, C. Secretary
Amendment to Section 4.1, 4.13 and 6.10 of the Camelot
Corporation Bylaws
Section 4.1. Number, Qualification and Term. The number
of directors shall be amended to four (4) and the
rest of this section shall remain the same.
Section 4.13. Tie Breaking Vote. Should the board of
directors have a vote resulting in a tie, the
Chairman of the Board shall be granted an additional
vote to break the tie.
Section 6.10. Indemnification of Officers, Directors,
Employees, and Agents The indemnification provided to
directors by the Company will be the maximum indemnification
allowable for officers and directors under Colorado
corporate statutes [Section 7-109-101 to 7-109-110 C.R.S.
(1995 or as later amended)]. Advances will likewise be
provided to the maximum extent permitted by Colorado
corporate law [Section 7-109-104 C.R.S. (1995 or as later
amended)].
Effective December 1, 1995.
3.3 Certificate of Designations of Debentures and
Convertible Preferred Stock.
<PAGE>
SECRETARY'S CERTIFICATION
I, Jeanette Fitzgerald, Secretary of Camelot Corporation
hereby certify that the board of directors by unanimous
decision have passed the following resolution as of October
3, 1997:
RESOLVED, that the Corporation shall establish the
terms of the Preferred Shares, Series K (the "Preferred
Shares") having a total of 412,500 shares, which shall have
the following rights:
1) the Preferred Shares shall be convertible at the
option of the holders, without any additional consideration
therefore, into fully paid and non assessable common shares
(the "Shares") of the Corporation at the lessor of seventy
(70%) percent of the Closing Price (the "Conversion
Price")("Closing Price" being defined as the average of the
closing bid price of the common shares on the NASDAQ Stock
Market (or in the event that such security is not traded on
the NASDAQ Stock Market, such other national or regional
securities exchange or automated quotations system upon
which such security is listed and principally traded) during
the five (5) trading days ending on the day prior to the
Conversion Date) or $5.50 at the following rate:
one hundred percent after 90 days(unless a registration
statement registering the underlying common shares
becomes effective earlier)
Mechanics of Conversion The Holder of the Preferred Shares
shall send a conversion notice in the form annexed hereto by
fax on the date of conversion ("Conversion Date") to the
Corporation with the original and the Preferred Shares
certificates couriered for receipt at the Corporation
headquarters within three business days of the Conversion
Date. Upon receipt of the Preferred Share certificates and
any reasonable supporting documentation, the conversion will
be deemed to occur as of the Conversion Date and the Shares
and Preferred Share (in the case of a partial conversion)
certificates will be sent back to the Holder within three
business days of receipt. No fractional Shares will be
issued upon conversion of the Preferred Shares and all
Shares shall be rounded up to the nearest whole Share. The
number of Shares issuable upon conversion shall equal the
purchase price of the Preferred shares being converted
divided by the "Conversion Price. The Holder of the
Preferred Shares shall provide payment in full pursuant to
the Promissory Note executed simultaneously with the
subscription agreement for the Preferred Shares and payment
shall be due no earlier than five business days after
receipt of free trading and non restricted common shares
(from which the Preferred Shares have converted) into the
escrow account.
2) the Preferred Shares shall pay a cumulative
dividend, when and as declared by the Board of Directors out
of funds legally available therefor, of eight (8%) percent
of the purchase price, per annum, payable in cash or Shares
on the last day of the fiscal quarter of the Corporation at
the discretion of the Corporation. Such dividends shall be
cumulative with payments made upon conversion of the
Preferred Shares into Shares of the Company. Further such
dividends shall accrue and be cumulative from the date of
issuance, whether or not declared and whether or not in any
dividend period there shall be surplus or net profits of
the Corporation legally available for the payment of such
dividends. No dividend shall be paid prior to the
expiration of 90 days. So long as any shares of the
Preferred shares shall remain outstanding, no dividend shall
be declared or paid or set apart for payment on the common
stock or any other class of stock ranking junior to the
Preferred Shares in either payment of dividends or
liquidation (all such junior classes of stock including,
without limitation, the common stock, hereinafter referred
to collectively as the "Junior Stock") unless full dividends
(including interest on any accumulations of dividends) on
all outstanding Preferred Shares shall have been paid in
full for all past dividend periods and the dividends on all
outstanding Preferred Shares for the then current dividend
period shall have been paid or declared and sufficient funds
set apart for payment thereof;
3) all Preferred Shares shall automatically be
converted into Shares on the second anniversary of the
issuance of the Preferred Shares at the lesser of $5.50 or
seventy (70%) percent of the Closing Price as defined in
paragraph 1, of the Shares (based on the Closing Price over
the 5 days prior to the second anniversary).
4) In the event of (i) any declaration by the
Corporation of a record date of the holders of any class of
securities for the purpose of determining the holders
thereof who are entitled to receive any dividend (other than
cash dividends) or other distribution or (ii) any capital
reorganization of the Corporation, any reclassification or
recapitalization of the capital stock of the Corporation,
any merger or consolidation of the Corporation, and any
transfer of all or substantially all of the assets of the
Corporation to any other Corporation, or any other entity or
person, or any voluntary or involuntary dissolution,
liquidation or winding up of the Corporation, the
Corporation shall mail to each holder of Preferred Shares at
least 20 days prior to the record date specified therein a
notice specifying (A) the date on which any such record is
to be declared for the purpose of such dividend or
distribution and a description of such dividend or
distribution, (B) the date on which any such reorganization,
reclassification, transfer, consolidation, merger,
dissolution, liquidation or winding up is expected to become
effective, and (C) the time, if any, that is to be fixed, as
to when the holders of record of common stock (or other
securities) shall be entitled to exchange their shares of
common stock (or other securities) for securities or other
property deliverable upon such reorganization,
reclassification, transfer, consolidation, merger,
dissolution or winding up;
5) in the event that the Corporation shall (i) take a
record of holders of shares of the common stock for the
purpose of determining the holders entitled to receive a
dividend payable in shares of common stock, (ii) subdivide
the outstanding shares of common stock, (iii) combine the
outstanding shares of common stock into a smaller number of
shares or (iv) issue, by reclassification of the common
stock, any other securities of the Corporation, then, in
each such case, the Closing Price then in effect shall be
proportionally adjusted to give effect to the events
described in clauses (i) through (iv) above.
6) the outstanding Preferred shares, at the
liquidation price equal to $1.00 per share plus all accrued
but unpaid dividends (the "Liquidation Amount"), shall have
a liquidation preference over the outstanding common shares
in the event of any liquidation or sale of the Corporation.
Upon the occurrence of such event, the holders of the
Preferred shares shall be entitled to receive, after payment
or provision for payment of the debts and other liabilities
of the Corporation, out of the assets of the Corporation
available for distribution to its shareholders, the
liquidation amount before any distribution of the assets
shall be made to the holders of the common shares. After
payment of the liquidation amount on the Preferred shares
shall have been made in full as provided in the preceding
sentence, but not prior thereto, the Preferred shares, and
the common shares shall, subject to the respective terms and
provisions, if any, applying thereto, be entitled to receive
any and all assets remaining to be paid or distributed,
with the Preferred shares on an as converted basis sharing
with the common shares pro-rata therein. However, should
the amounts payable on or with respect to the Preferred
shares, together with the amounts payable on or with respect
to all classes or series of stock ranking on a parity with
the Preferred shares as to distribution of assets, are not
paid in full, the holders of Preferred shares together with
all classes or series of stock ranking on a parity with the
Preferred shares as to distribution of assets, shall share
pro rata in any distribution of assets in respect of the
shares held by them upon such distribution in proportion to
the amounts that would have been distributable to each such
class or series if all amounts payable on or with respect to
the Preferred shares and any other class or series of stock
that so ranks on a parity with the Preferred shares had been
paid in full;
7) in the case of a merger or consolidation of the
Corporation with or in to another corporation, or the sale
or transfer of all, or substantially all, of the property or
assets of the Corporation, the holders of the Preferred
shares shall thereafter have the right to convert each of
such shares into the kind and amount of shares of stock or
other securities and property (including cash) receivable
(the "Consideration") upon such merger, consolidation or
sale by a holder of the number of shares of Common Stock
into which such Preferred shares might have been converted
immediately prior to such merger, consolidation or sale (all
of which Consideration shall be reserved and become payable
upon conversion in the same manner as for the common shares)
and shall have no other conversion rights under these
provisions. Any such resulting or surviving corporation
shall expressly assume the obligation to deliver the
Consideration, upon the exercise of the conversion right,
(and shall reserve sufficient Consideration to issue,
distribute and/or pay the holders of the Preferred shares as
if all such stock were converted) as holders of Preferred
shares remaining outstanding, or other convertible preferred
stock received by such holders in place thereof, shall be
entitled to receive pursuant to the provisions hereof, and
to make provision for protection of conversion rights as
provided above (provided that each holder shall have the
right to elect by giving written notice to the Corporation
to treat any of the following as a liquidation, dissolution
or winding up of the Corporation: (i) all or substantially
of all of the assets of the Corporation, (ii) transfer of
more than 50% of the voting shares of the Corporation in one
transaction, (iii) a merger where the Corporation is not the
surviving entity except a merger effected solely for the
purpose of incorporating in a new jurisdiction; and (iv)
failure of the Common Stock to trade regularly, and not
sporadically, on NASDAQ Small Cap Market or other national
securities exchange or automated quotation system).
8) the Preferred shares shall only have voting rights
as required pursuant to the Colorado Corporation Code
provided however that unless Holders of a majority of the
outstanding Preferred shares shall have converted thereto
the Corporation shall not:
(a) create any new class or series of stock that
has a preference over the Preferred shares or increase the
number of authorized Preferred shares.
(b) do any act or thing not authorized or
contemplated by this Designation which would result in
taxation of the Holders of Preferred shares under Section
305 of the Internal Revenue Code of 1986, as amended (or any
comparable provision of the Internal Revenue Code as
hereafter from time to time amended).
9) all Preferred shares which have been converted
into common shares will become authorized but unissued
preferred shares undesignated as to series;
10) the Corporation shall reserve and keep available
out of its authorized but unissued common stock such number
of shares of common stock as shall from time to time be
sufficient to effect conversion of the Preferred shares;
11) the Preferred shares shall have registration
rights permitting them to require the Corporation to
register the underlying Corporation common shares as set out
in the subscription agreements.
By:__/s/ Jeanette Fitzgerald__________
Jeanette Fitzgerald
Vice President and Secretary
<PAGE>
SECRETARY'S CERTIFICATION
I, Jeanette Fitzgerald, Secretary of Camelot Corporation
hereby certify that the board of directors by unanimous
decision have passed the following resolution as of
September 15, 1997:
RESOLVED, that the Corporation shall establish
$800,000, 9% Convertible Debentures due September 22, 2000
with the following terms:
a) the debentures shall pay an interest rate of nine (9%)
percent;
b) the debentures shall have a maturity date three years
from the date of issuance;
c) the interest sahll be accrued and paid quarterly in
cash or the Corporation's Common Stock at the option of
theBoard of Directors of the Corporation;
d) the interest shall be accrued aon the last day of each
fiscal quarter of the Corporation (January 31, April 30,
July 31, and October 31);
e) interest shll be held by the Corporation for the first
six months from issuance and not be due and payable if the
Debenture holder converts into the Corporation's common
stock prior to the expiration of said six months;
f) the Debenutres shall be convertible into the
Corporation's common stock equal to the Debenture Face Value
multiplied by the number of Debentures to be converted
divided by the conversion price which is the lesser of:
1. Floating Conversion Price. 65% of the average closing
bid price of the Common Stock (the "Average Closing Price"),
as reported by the NASDAQ SmallCap Market or NASDAQ
Electronic Bulletin Board during the five trading days
immediately preceding the date of conversion, or
2. Fixed Conversion Price. $3.00 per common stock.
g) the Debentures are 100% convertible into Corporation
Common Stock on the 90th calendar day following the original
issuance date;
h) no fractional shares or script representing fractions
of shares will be issued on conversion , but the number of
shares issuable shall be rounded to the nearest whole share;
i) the Debenture shall be issued in the form and with the
additional clauses as set out in Exhibit A.
deliverable upon such reorganization, reclassification,
transfer, consolidation, merger, dissolution or winding up;
securities exchange or automated quotation system).
By:___/s/ Jeanette Fitzgerald__________
Jeanette Fitzgerald
Vice President and Secretary
<PAGE>
CAMELOT CORPORATION
Number CUSIP
133220 30 9
common stock
This certifies that
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK
$0.01 Par value
per share of Camelot Corporation
transferable only on the books of the Corporation in person
or by attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid unless
countersigned by the Transfer Agent.
Witness the facsimile seal of the corporation and facsimile
signatures of dully authorized officers.
Dated: Camelot Corporation
ATTEST By:
Secretary Chairman of the Board
Countersigned and Registered
Stock Transfer Company of America, Inc.
Transfer Agent
P.O. Box 796277 And Registrar
Dallas, TX 75379
By: Authorized Signature
CAMELOT CORPORATION
Number CUSIP
133220 30 9
common stock
This certifies that
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK
$0.01 Par value
per share of Camelot Corporation
transferable only on the books of the Corporation in person
or by attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid unless
countersigned by the Transfer Agent.
Witness the facsimile seal of the corporation and facsimile
signatures of dully authorized officers.
Dated: Camelot Corporation
ATTEST By:
Secretary Chairman of the Board
Countersigned and Registered
Stock Transfer Company of America, Inc.
Transfer Agent
P.O. Box 796277 And Registrar
Dallas, TX 75379
By: Authorized Signature
4.4 Form of Common Stock Purchase Warrant
THESE SECURITIES AND THE SECURITIES ISSUABLE UPON THEIR EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, A "NO ACTION"
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH
TRANSFER, A TRANSFER MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES AND
EXCHANGE COMMISSION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE
EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
CAMELOT CORPORATION
COMMON STOCK PURCHASE WARRANT
1. Issuance. In consideration of good and valuable consideration
including an agreement not to pursue any "Regulation S" or "Regulation D"
financings without the sole consent of the RBB Bank AG until December 22,
1997(which consent shall not be reasonably held), the receipt of which is hereby
acknowledged by Camelot Corporation, a Colorado corporation (the "Company")and
by J. W. Charles Securities, Inc. or registered assigned (the "Holder"), Holder
is hereby granted the right to purchase at any time until 5:00 P.M., New York
City time, on September 22, 2000 (the "Expiration Date"), 25,000 fully paid and
nonassessable shares of the Company's Common Stock, par value $.01 per share
(the "Common Stock") at an initial exercise price of $4.50 per share (the
"Exercise Price"), subject to further adjustment as set forth in Section 6
hereof.
2. Exercise of Warrants. This Warrant is exercisable at the Exercise
Price per shares of Common Stock payable hereunder, payable in cash or by
certified or official bank check, upon surrender of this Warrant with the
annexed Notice of Exercise Form duly executed, together with payment of the
Exercise Price for the shares of Common Stock purchased, the Holder shall be
entitled to receive a certificate or certificates for the shares of Common Stock
so purchased.
3. Reservation of Shares. The Company hereby agrees that at all times
during the term this Warrant shall be reserved for issuance upon exercise of
this Warrant such number of shares of its Common Stock as shall be required for
issuance upon exercise of this Warrant (the "Warrant Shares").
4. Mutilation or Loss of Warrant. Upon receipt by the Company of
evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft, or destruction) receipt of
reasonably satisfactory indemnification, and (in the case of mutilation) upon
surrender and cancellation of this Warrant, the Company will execute and deliver
a new Warrant of like tenor and date and any such lost, stolen, destroyed or
mutilated Warrant shall thereupon become void.
5. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in this Warrant and
are not enforceable against the Company except to the extent set forth therein.
6. Protection Against Dilution.
6.1 Adjustment Mechanism. If an adjustment of the Exercise Price is
required pursuant to this Section 6, the Holder shall be entitled to purchase
such number of additional shares of Common Stock as will cause (i) the total
number of shares of Common Stock Holder is entitled to purchase pursuant to this
Warrant, multiplied by (ii) the adjusted purchase price per share, to equal
(iii) the dollar amount of the total number of shares of Common Stock Holder is
entitled to purchase before adjustment multiplied by the total purchase price
before adjustment.
6.2 Capital Adjustments. In case of any stock split or reverse stock
split, stock dividend, reclassification of the Common Stock, recapitalization,
merger or consolidation, or like capital adjustment affecting the Common Stock
of the Company, the provisions of this Section 5 shall be applied as if such
adjustment event had occurred immediately prior to the date of this Warrant and
the original purchase price had been fairly allocated to the stock resulting
from such capital adjustment; and in other respects the provisions of this
Section shall be applied in a fair, equitable and reasonably manner so as to
give effect, as nearly as may be, to the purposes hereof. A rights offering to
stockholders shall be deemed a stock dividend to the extent of the bargain
purchase element of the rights.
7. Transfer to Comply with the Securities Act: Registration Rights.
(a) This Warrant has not been registered under the Securities Act of
1933, as amended, (the "Act") and has been issued to the Holder for investment
and not with a view to the distribution of either the Warrant or the Warrant
Shares. Neither this Warrant nor any of the Warrant Shares or any other
security issued or issuable upon exercise of this Warrant may be sold,
transferred, pledged or hypothecated in the absence of an effective registration
statement under the Act relating to such security or an opinion of counsel
satisfactory to the Company that registration is not required under the Act.
Exchange certificate for the Warrant, the Warrant Shares and any other security
issued or issuable upon exercise of this Warrant shall contain a legend on the
face thereof, in form and substance satisfactory to counsel for the Company,
setting forth the restrictions on transfer contained in this Section.
(b) The Company shall cause the Warrant Shares to be registered with the
Securities and Exchange Commission on an effective registration statement on
Form S-3 or another available form (the "Registration Statement"), pursuant to
the Act, by the 90th calendar day from the date this Warrant was issued (the
"Original Issuance Date").
8. Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, telegraphed,
telexed, sent via an internationally recognized courier company, sent by
facsimile transmission or sent by certified, registered or express mail, postage
pre-paid. Any such notice shall be deemed given when so delivered personally,
telegraphed, telexed or sent by facsimile transmission, or, if mailed, two days
after the date of deposit in the United States mails, as follows:
(i) if to the Company, to:
Camelot Corporation
17770 Preston Road
Dallas, Texas 75252
Attn: Chief Executive Officer
(ii) If to the Holder, to:
J.W. Charles Securities, Inc.
900 N. Federal Highway
Boca Raton, FL 33432
Any party may be notice given in accordance with this Section to the other
parties designate another address or person for receipt of notices hereunder.
9. Supplements and Amendments; Whole Agreement. This Warrant may be
amended or supplemented only by an instrument in writing signed by the parties
hereto. This Warrant of even date herewith contain the full understanding of
the parties hereto with respect to the subject matter hereof and thereof and
there are no representations, warranties, agreements or understandings other
than expressly contained herein and therein.
10. Governing Law. This Warrant shall be deemed to be a contract made
under the laws of the State of Texas for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.
11. Counterparts. This Warrant may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
12. Descriptive Headings. Descriptive headings of the several Sections of
this Warrant are inserted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.
13. Full Settlement. By accepting and exercising this Warrant, J. W.
Charles Securities, Inc. agrees that this Warrant shall be in full and final
settlement of all outstanding compensation due by Camelot to J. W. Charles
Securities for any and all fund raising up to and including the Preferred
Shares, Series K offering.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 4th day of November 1997.
CAMELOT CORPORATION
By:______________________
Daniel Wettreich
Chairman and Chief Executive Officer
NOTICE OF EXERCISE OF WARRANT
The undersigned irrevocably elects to exercise the right, represented by the
Warrant Certificate dated as of October __, 1997, to purchase 25,000 shares of
the Common Stock, par value $.01 per share, of Camelot Corporation and tenders
herewith payment in accordance with Section 1 of said Common Stock Purchase
Warrant.
Please deliver the stock certificate to:
Dated:_______________________
By: _________________________
PAGE>
5.1 Opinion of Jeanette Fitzgerald, Esq.
<PAGE>
November 14, 1997
Camelot Corporation
Camelot Place
17770 Preston Road
Dallas, Texas 75252
Ladies and Gentlemen:
I am General Counsel for the Camelot and have acted
as counsel to Camelot Corporation,
a Colorado corporation (the "Company"), in connection with
the registration of up to Six Hundred Eighty Thousand Eight
Hundred Forty Seven (680,847) shares of the Company's Common
Stock (the
"Shares"), as described in the Company's Registration
Statement on Form S-3
originally filed with the Securities and Exchange Commission
on September 28, 1997 under the
Securities Act of 1933, as amended (the "Registration
Statement").
I have examined originals or copies of (i) the
Amended and Restated
Certificate of Incorporation of the Company; (ii) the
Certificate of
Designation of Preferences of Series K Preferred Stock of
the Company;
(iii) the Certificate of Designation of the Debentures of
the Company;
(iv) the Bylaws of the Company; (v) certain resolutions of
the Board of
Directors of the Company; and (vi) such other documents and
records as we have
deemed necessary and relevant for the purposes hereof. In
addition, I have
relied on certificates of officers of the Company and
certificates of public
officials as to certain matters of fact relating to this
opinion and have made
such investigations of law as I have deemed necessary and
relevant as a basis
hereof.
I have assumed the genuineness of all signatures,
the authenticity of
all documents, certificates and records submitted to me as
originals, the
conformity to authentic original documents, certificates and
records of all such
documentation submitted to me as copies and the truthfulness
of all statements
of facts contained therein. Based on the foregoing and
subject to the
limitations set forth herein and having due regard for such
legal considerations
as I deem relevant, I am of the opinion that the Shares,
when issued and sold
in the manner described in the Registration Statement, will
be validly issued,
fully paid and nonassessable shares of the Common Stock.
The foregoing opinion is based on and limited to
the
Corporation Law of the State of Colorado and the relevant
federal laws of the
United States, and I express no opinion with respect to the
laws of any other
jurisdiction.
I consent to the use of this opinion as an exhibit to
the
Registration Statement, and further consent to the use of my
name wherever
appearing in the Registration Statement, including the
prospectus constituting a
part thereof, and in any amendment or supplement thereto.
Sincerely,
/s/ Jeanette Fitzgerald
10.2 Employment Agreement, between the Registrant and Daniel
Wettreich
<PAGE>
EMPLOYMENT AGREEMENT
This is an EMPLOYMENT AGREEMENT (the "Agreement") dated as of July
1,1995 by and between Camelot Corporation, a Colorado corporation (the
"Corporation"), and Daniel Wettreich (the "Executive").
Recitals
The Executive currently serves as Chairman and CEO of the company. The
Company desires the Executive to continue to serve as the Company's
Chairman and CEO, and the executive desires to continue to serve the
Company as its Chairman and CEO, on the terms and conditions set forth
in this Agreement.
NOW THEREFORE, the parties agree as follows:
1. Employment
The Company hereby employs the Executive as Chairman,
CEO and President of the Company, and the Executive hereby
accepts such employment, upon the terms and conditions set forth
herein.
2. Duties and Powers
2.1 Duties The Executive shall serve as Chairman, CEO and
President of the
Company and perform the duties of Chairman and President as defined in the
Bylaws of the Company in effect on the date of this Agreement. The Chairman
shall receive the compensation provided herein notwithstanding any future
amendment to the Bylaws of the Company which diminishes or alters the duties of
the chairman and President of the Company. The Executive shall not be required
to devote his entire working time to the business of the Company, and may devote
time to other business interests.
2.2 Chief Officer The Executive shall report only to the Board of Directors
of the Company (or, in the event the Company becomes a direct or
indirect subsidiary of any other corporation, to the Board of
Directors of the ultimate parent of the Company), and his powers and
authority shall be superior to those of any other officer or
employee of the Company or of any subsidiary of the company.
Subject to the authority of the Board of Directors of the Company,
the Executive shall have final responsibility for the conduct of the
business and affairs of the Company by and of its subsidiaries, and
the presidents and chief executive officers of all subsidiaries of
the company shall report to the Executive.
2.3 Service as Director If elected, the Executive shall serve as a director
of the Company without additional compensation, and shall have the
right at any time to serve as a director of any subsidiary of the
Company.
3. Term of AgreementThe initial term of employment under this Agreement shall
be ____ years commencing effective as of _____________________ (the "Effective
Date") unless sooner terminated pursuant to Section 6 below.
4. CompensationFor all services rendered by the Executive under this
Agreement, the Company shall pay the Executive an annual salary of
$_______________ (the "Base Salary") payable in equal monthly
installments. Executive shall also receive a cash bonus equal to 5%
of the Company's Annual Profits before Taxation payable within 30
days after the Company's Annual Profits before Taxation payable
within 30 days after the Company's financial year end. The Board
of Directors of the Company shall from time to time review the
compensation to be paid to the executive under this Agreement and
shall increase (but not decrease) the compensation in such amounts,
if any, as the Board of Directors determines.
5. Benefits, Expenses, Reimbursement: etc.
5.1 Benefit Plans The Company shall provide the Executive with such medical
and disability insurance, hospital insurance and group life insurance and other
benefits made available to executive level employees of the Company, subject to
the terms and conditions of such benefit plans and arrangements. The Company
shall pay for the existing Prudential Health Policy covering the Executive.
5.2 Expenses The Company shall pay all expenses incurred by the Executive
in furtherance or in connection with the business of the Company and its
subsidiaries and affiliates including, without limitation, all (i) travel and
living expenses while away from home on business or at the request and in the
service of the Company or its subsidiary or affiliate, and (ii) entertainment
expenses, upon submission of appropriate receipts or vouchers and in accordance
with the standard expense reimbursement policies of the Company as in effect
from time to time.If any such expenses are paid by the Executive, the Company
shall reimburse him promptly for those expenses.
5.3 Vacation The Executive shall be entitled each year to a vacation of
four weeks (twenty working days), during which time his compensation shall be
paid in full and such holidays and other non-working days as are consistent with
the policies of the Company for executive generally. All vacations shall be
scheduled so as to cause minimal interference with the operation of the Company.
If any untaken vacation days are outstanding at the end of a calendar year, then
the Company will pay Executive for such days. If the Executive's employment
under this Agreement is terminated pursuant to Section 6, the Executive shall be
entitled to payment for all untaken vacation days.
5.4 Death Benefits Subject to the provisions of Section 5.5(B) of this
Agreement, in the event of the Executive death during the term of this
Agreement, the Company shall pay to such beneficiaries as the Executive shall
designate in writing prior to the Executive's death, or if he fails to designate
a beneficiary, to the executive's spouse or, if none, to the Executive's estate,
and annual benefit equal to ______________ (the "Death Benefit"). The Death
Benefit shall be payable in equal monthly installments for a period of 4 years,
commencing on the first day of the next month following the month in which the
Executive's death occurs. Payments made pursuant to this Section 4 of this
Agreement.
5.5 Disability
A. The Executive shall be paid such benefits to which he is entitled under the
terms of such long-term disability insurance as the Company has provided
under Section 5.1 of this Agreement. If at any time during the term of
this Agreement (i) the Company is not providing the Executive with long-
term disability insurance coverage, or (ii) the amount of coverage provided
pays benefits less than an annual benefit to age 70 or 80% or more of the
Executive's Base Salary plus cash bonuses which the Executive is being paid
prior to the commencement of disability benefits, then the Executive Shall
be paid the amount specified in Section 5.5(B) of this Agreement.
B. Subject to the provisions of Section 5.5(A) of this Agreement, if during
the term of this Agreement (i) the Executive suffers any illness,
disability or incapacity which renders him unable to perform his duties
hereunder and such illness, disability or incapacity is deemed by a duly
licensed physician (who may be the Executive's person physician) to be
permanent, or (ii) the Executive is unable to render services to the
Company of the nature required by this Agreement because of illness,
disability or incapacity for a period of 90 days, whether or not such day s
are consecutive, during any year of the term hereof, then the Executive
shall continue to render advisory and consulting services as he is able and
as may be reasonable required y the Company. The Company shall pay to the
Executive compensation (Base Salary plus cash bonuses( in effect at the
time the event or condition desired in Section 5.5(B) (i) or (ii) (the
"Condition") above occur. The Disability Payment shall be paid to the
Executive in equal monthly installments until the Executive attains age 70.
Disability Payments shall commence on the first day of the month following
the month in which the Condition occurs and shall be made even if the
Executive is unable to
render any services to the Company.
C. In the event the Executive's death during the period in which Disability
Payments are to be paid, the |Company shall pay any remaining Disability
Payments due pursuant to Section 5.,5(B) to such beneficiaries as the
Executive designates in writing before his death, or upon his failure to
designate a beneficiary, to his surviving spouse or, if none, then to the
Executive's estate. Such payment shall be paid in lieu of any and all
payments provided for in Section 4 and 5.4 of this Agreement.
6. Termination The Executive's employment hereunder may be terminated only
under the following circumstances:
6.1 Cause The Company may terminate the Executive's employment hereunder for
cause upon not less than five days' prior written notice of such termination.
For purposes of this Agreement, the Company shall have "cause": to
terminate the Executive's employment hereunder upon (A) the continued
failure by the executive to substantially perform his duties hereunder
)other than any such failure resulting from the Executive's incapacity
due to physical or mental illness or the removal of Executive's office to
a location more than 5 miles form its current location), which failure
has not been cured (i) within three days after a written demand for
substantial performance is delivered to the Executive by the Company that
specifically identities the manner in which the company believes the
Executive has not substantially performed his duties (the "Three Day
Period"), or (ii) in the event such failure cannot be reasonable cured
within the Three Day Period, with in 20 days thereafter, provided that
the Executive promptly commences and thereafter diligently prosecutes the
cure thereof, or (B) the Executive's conviction of any criminal act or
fraud with respect to the Company. Notwithstanding the foregoing, the
Executives employment may not be terminated for cause unless and until
the Company has delivered to the Executive a copy of a resolution duly
adopted by the affirmative vote or not less than 80 percent of the entire
Board of Directors
at a meeting of the Board (of which the Executive was given at least 20
days prior written notice and an opportunity, together with his counsel,
to be heard before the Board), finding that in the good faith opinion of
the Board, the Executive has not substantially performed his duties
(which failure shall be described in detail) and such failure has not
been cured within the period described in (ii) above. In addition, the
Company shall not have cause to terminate the Executive's employment
hereunder as a result of any event occurring prior to the date hereof and
previously disclosed to the Company. The burden of establishing cause
shall be upon the Company.
6.2 Termination by the Executive The Executive may terminate his
employment hereunder for "good reason" upon not less than five days'
prior written notice to the Company. For purposes of this Agreement,
"good reason" shall mean the continued failure by the Company to perform
its obligations under this Agreement (including any material change by
the Company yin the duties, responsibilities and powers of the Executive
as set forth herein or the removal of the Executive's office to a
location more than 5 miles form its current location) which failure has
not been cured (i) within three days after a written demand for
performance is delivered to the company by the Executive that
specifically identifies the manner in which the Executive believes the
Company has not performed its obligation (the "Three Day Period"), or
(ii) in the event such failure cannot be reasonable cur3ed within the
Three Day Period, within twenty (20) days thereafter provided that the
Company promptly commences and thereafter diligently prosecutes the cure
thereof. If the Executive terminates his employment under Clause 6.2
then he shall be paid a cash sum in accordance with Clause 6.3.C.
6.3 Change in Control
A. The Executive may terminate his employment under this Agreement at
any time for "good reason" (as defined below) after the date of a
Change in Control (as defined below) of the Company.
B. A "Change in Control" of the Company shall be deemed to have
occurred if:
(1) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") as in effect on the
date hereof). Other than the Executive or his family interests becomes
the beneficial owner, directly or indirectly, of common stock of the
Company representing 30% or more of the Company's then issued and
outstanding common stock; or
(2) individuals who constitute the Company's Board of Directors on the
Date hereof (the "Incumbent Board") cease for any reason to constitute at
least a majority thereof, provided that nay person becoming a Director
subsequent to the date hereof whose election, or nomination for election
by the Company's stockholders, was approved by a vote of at least a
majority of the Directors comprising the Incumbent Board (either by a
specific vote or by approval of the proxy statement of the Company in
which such person is named as a nominee for Director, without objecting
to such nomination) shall be, for purposes of this clause, considered as
though such person were a member of the Incumbent Board. For purposes of
this Section 6.2(a), "good reason" shall mean a determination solely be
the Employee, in good faith, that as a result of the e change of control
of the company he may be adversely affected (i) in carrying out his
duties and powers in the fashion he previously enjoyed or (ii) in his
future prospects with the Company.
C.If the Executive terminates his employment after a Change of Control of the
Company, he shall notify the Company in writing of the effective date of
the termination (the "Termination Date") and he shall be paid (i) the
Base salary and any bonuses payable to the Executive under this Agreement
through the termination Date, or (ii) an amount equal to the product of
(a) the annual Base Salary and bonus paid to the Executive during the
year preceding the Termination Date, multiplied by (b) five whichever of
(i) or (ii) is more. The amount payable under this Section 6.3(C) shall
be paid in a lump sum on or before the fifth day following the
Termination Date.
7. Interest and Counsel Fees
7.1 Interest All amounts payable to the Executive under this Agreement
shall be due and payable at the time specified herein and any payments which
is
not made within five days of the date of written demand shall be made with
interest on the amount due from the due date until paid in full at an
annual rate equal to 2% over the prime or base rate of interest generally
offered or charged by Citibank, N.A. to its commercial customers for
short-term unsecured loans, as in effect from time to time during the
period from such due date until the date such payment is made.
7.2 Counsel Fees The Company irrevocably authorizes the Executive from
time to time to retain counsel of his choice at the expense of the
Company to represent the Executive in connection with the Executive's
initiation or defense of any litigation, arbitration or other legal
action relating to this Agreement or any provision hereof (whether such
action is by or against the Company or any director, officer, stockholder
or other person affiliated with the Company, or in any jurisdiction).
Notwithstanding any existing or prior attorney-client relationship
between the Company and such counsel, the Company irrevocably consents to
the executive entering into any attorney-client relationship with such
counsel, and in that connection the Company and the Executive agree that
a confidential relationship shall exist between the Executive and the
Execute agree that a confidential relationship shall exist between the
Executive and such counsel. The reasonable fees and expenses of counsel
selected by the Executive shall be paid or reimbursed to the executive by
the Company on a regular, periodic basis upon presentation by the
Executive of a statement or statements prepared by such counsel in
accordance with its customary practices. Notwithstanding the preceding,
if it should be finally determined by judgment or order of a court of
competent jurisdiction (the time for the appeal of which judgment or
order shall have expired), that the Executive has not prevailed in any
such litigation, arbitration or other legal action, the Executive shall
promptly return to the Company, upon its demand, any amounts so advanced
in connection with such action together with interest thereof at the rate
provided in Section 7.1 above.
8. No Conflicting Commitments
8.1 Representation and WarrantyThe Executive represents and warrants that he
has no commitments or obligations of any kind whatsoever inconsistent
with this Agreement and is under no disability of any kind whatsoever
which would impair, infringe upon or limit Executive's ability to enter
this Agreement or to perform the services required hereunder.
8.2 Indemnification The Executive agrees to indemnify and hold the Company
harmless against any claim or other actions asserted against the company
based upon circumstances in which it is alluded that the Executive has
breached the warranty set forth in Section 8.1.
9. Governing Law This Agreement has been executed and delivered in the
State of Texas, and shall in all respects be interpreted, construed, and
governed by and in accordance with the law of the State of Texas.
Except as otherwise herein provided, all actions or proceedings
arising directly, indirectly or otherwise in connection without
of, ralted to, or from this Agreement shall be litigated
exclusively and only in courts having situs within the State of
Texas, and the parties hereby consent and submit to the
jurisdiction of nay state or federal court located in the State of
Texas. Notwithstanding the preceding, the Executive, at his sole
and exclusive option, exercisable y written notice given tot the
company at any time, any elect to summit any dispute arising under
this Agreement to resolution by arbitration held in Dallas County,
Texas in accordance with the rules of the American Arbitration
Association.
10. NoticesAll notices hereunder shall be in writing and personally
delivered
or mailed by registered or certified mail, return receipt requested, to
the following address:
If to the Company:
Camelot Place
17770 Preston Road
Dallas, Texas 75252
If to the Executive:
Danny Wettreich
7310 Winterwood
Dallas, Texas 75298
The Company or the Executive may hereafter designate another address to
the
other in writing for purposes or notices under this Agreement.
11. WaiversAny waiver by any party of any violation of, breach of or
default
under any provision of this Agreement by the other party shall not
be construed as, or constitute a continuing waiver so such
provision, or waiver of any other violation of , breach of or
default under any other provision of this Agreement.
12. Assignability This Agreement shall not be assignable by the
Company
without the written consent of Executive, except that if the Company
shall merge or consolidate with or into, transfer substantially all
of its assets to, another corporation or other form of business
organization, this Agreement shall be binding on the Executive and
be for the benefit of any binding upon the successor of the company
resulting from such merger consolidation or transfer without
Executive's consent, unless this Agreement is terminated pursuant to
Section 6.3(C). Executive may not assign, pledge, or encumber any
interest in this Agreement or nay part thereof without the express
written consent of the Company, this Agreement being
person to Executive.
13. Severabilty Each provision of this Agreement constitutes a
separate
and distinct undertaking convenant and/pr provision hereof. In the
event that
any provision of this Agreement shall finally be determined to be unlawful,
such
provision shall be deemed severed from this Agreement, but every other
provisions of this Agreement shall remain in full force and effect, and
in substitution for any such provision held unlawful, there shall be
substituted a provision of similar import reflecting the original intent
of the parties hereto to the extent permissible under the law.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first set forth above written
CAMELOT CORPROAITON
By: ______________________________
Jeanette Fitzgerald
Title: Vice President and General Counsel
______________________________
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21.1 Subsidiaries of the Registrant.
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SUBSIDIARIES
As of November 1, 1997
Third Planet Publishing, Inc. 100%
Mr. CD-ROM Stores, Inc. 100%
Camelot Distributing, Inc. 100%
Kids University, Inc. 100%
Maxmedia Distributing, Inc. 100%
Camelot Internet Access Services, Inc. 100%
Camelot Business Investigations, Inc. 100%
Camelot Energy, Inc. 100%
Software @ Cost + 10%, Inc. 100%
mrcdrom.com, inc. 100%
Alexander Mark Investments (USA), Inc. 80%
Atlantic Media, Inc. 100%
Camelot Creative Design, Inc. 100%
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23.1 Consent of Lane, Gorman, and Trubitt L.L.P.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in
the Registration Statement on Form S-3 of our report, dated
July 7, 1997, with respect to the consolidated financial
statements of Camelot Corporation, incorporated by
reference in the Annual Report on Form 10-K and the
schedules included in this Annual Report on Form 10-K for
the years ended April 30, 1997, 1996 and 1995 and to the
reference to our Firm under the heading "Experts" in such
Registration Statement.
Lane Gorman and Trubitt, LLP
Dallas, Texas
November 19, 1997
